STOCK PURCHASE AGREEMENT

Exhibit 2.1

STOCK PURCHASE AGREEMENT

DATED AS OF NOVEMBER 8, 2006

AMONG

COMPLETE PRODUCTION SERVICES, INC.

AND

INTEGRATED PRODUCTION SERVICES, LLC

on the one hand

AND

PUMPCO SERVICES, INC.

AND

EACH SELLER LISTED ON SCHEDULE I HERETO

on the other hand

TABLE OF CONTENTS

          This STOCK PURCHASE AGREEMENT, dated effective as of November 8, 2006 (this “ Agreement ”), by and among Complete Production Services, Inc., a Delaware corporation (“ Buyer ”), Integrated Production Services, LLC, a Delaware limited liability company (“ Buyer Sub ”), Pumpco Services, Inc., a Delaware corporation (the “ Company ”), and those parties listed on Schedule I hereto and signatories hereto (collectively, the “ Sellers ”).

RECITALS

          WHEREAS, the Sellers own, directly or indirectly, all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Company Shares ”), which represents the only class of capital stock of the Company outstanding;

          WHEREAS, Buyer Sub desires to acquire all of the Company Shares, and the Sellers desire to sell the same, on the terms and conditions contained herein; and

          WHEREAS, Buyer, Buyer Sub and the Sellers desire to make certain representations, warranties, covenants and agreements in connection with the purchase of the Company Shares.

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01. Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below.

          SECTION 1.02. Defined Terms. As used in this Agreement, the terms below shall have the following meanings. Any of such terms, unless the context requires otherwise, may be used in the singular or plural, depending upon the reference.

          (a) “ Accredited Investor ” means an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

          (b) “ Board of Directors ” means the Board of Directors of any specified Person and any properly serving and acting committees thereof.

          (c) “ Business Day ” means any day that is not a Saturday or Sunday or a legal holiday on which banks are authorized or required by law to be closed in New York, New York.

          (d) “ Buyer Common Stock ” means the issued and outstanding shares of common stock, par value $0.01 per share, of Buyer.

          (e) “ Cashed-Out Company Options ” means those Company Options set forth on Schedule II(a) hereto.

          (f) “ Cashed-Out Holder ” means the holder of a Cashed-Out Company Option.

          (g) “ Certificate ” means a certificate which represents outstanding shares of Company Shares.

          (h) “ Code ” means the Internal Revenue Code of 1986, as amended.

          (i) “ Company Options ” means all options to purchase Company Shares granted under the Equity Compensation Plans.

          (j) “ Consulting Agreement ” means that certain consulting agreement dated as of the date hereof by and between the Company and Cody Ortowski.

          (k) “ Employment Agreements ” means those certain employment agreements dated as of the date hereof by and between the Company and the individuals set forth on Schedule III(a) hereto.

          (l) “ Encumbrance ” means any lien, pledge, mortgage, security interest, claim, charge, easement, limitation, commitment, encroachment, restriction (other than a restriction on transferability imposed by federal or state securities laws), preemptive rights, any other encumbrance of any kind or nature whatsoever (whether absolute or contingent) or any other adverse claims of any third party.

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          (m) “ Equity Compensation Plans ” means the Pumpco Services, Inc. 2005 Stock Incentive Plan and any other plan or arrangement under which the Company grants equity-based awards.

          (n) “ Equity Interest ” means any share, capital stock, partnership, member or similar equity interest in any entity, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

          (o) “ Equity Interests Acquisition Agreement ” means that certain Equity Interests Acquisition Agreement, dated as of August 12, 2005, by and among the Company, Pumpco Energy Services, L.P., Pumpco Services, Ltd., Impact Energy Services, L.L.C., Ortowski Construction Co., Ltd., Ronny Ortowski, Cody J. Ortowski and Christopher C. Ortowski.

          (p) “ Escrow Agent ” means Wells Fargo Bank, National Association.

          (q) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          (r) “ Exchange Ratio ” means 40/1.

          (s) “ Fabco Manufacturing Agreement ” means that certain Fabco Manufacturing Agreement dated as of the date hereof by and between the Company, Buyer Sub and Ortowski Construction Co., Ltd.

          (t) “ Fabco Service Agreement ” means that certain Fabco Service Agreement dated as of the date hereof by and between the Company, Buyer Sub and Ortowski Construction Co., Ltd.

          (u) “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

          (v) “ Intellectual Property ” means all intellectual property and rights therein, however denominated, throughout the world, whether or not registered, including without limitation, all Proprietary Technology, patents, trademarks, service marks, certification marks, trade dress, logos, brand names, trade names, copyrights, domain names, rights of publicity and privacy and, with respect to each of the foregoing, all registrations and applications for registration, renewals, extensions, continuations, reissues, divisionals, improvements, modifications, derivative works and common law rights, choses-in-action and causes of action relating to any of the foregoing.

          (w) “ Intellectual Property Rights ” means all Intellectual Property owned by the Company or any of its Subsidiaries, and all rights under licenses for the use of Intellectual Property granted to the Company or any of its Subsidiaries which are used in the operation of the business of the Company and its Subsidiaries as currently conducted or currently intended to be conducted by the Company in the foreseeable future.

          (x) “ Knowledge of the Company ” means the actual knowledge of Ray Ballantyne, Ronny Ortowski, Ryan Liles, Cody Ortowski, David Crombie and Sue Kimble after

reasonable inquiry (which shall not require such Persons to make inquiries of any Person other than the listed Persons).

          (y) “ Law ” means any federal, state, local or foreign statute, code, ordinance, rule, treaty, regulation, order, judgment, writ, stipulation, award, injunction, and any enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, judgment, stipulation, injunction, permit, authorization, policy, opinion, or agency requirement, in each case having the force and effect of law.

          (z) “ Liabilities ” means all indebtedness, obligations and other liabilities of a Person, whether absolute, accrued, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due.

          (aa) “ Material Adverse Effect ” means, with respect to any Person, any change, circumstance, event or effect that, individually or in the aggregate, is materially adverse to the business, operations, assets, Liabilities, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole, or would prevent such Person from performing its obligations under this Agreement.

          (bb) “ Non-Competition Agreements ” means those certain non-competition and non-solicitation agreements dated as of the date hereof between the Company and the individuals set forth on Schedule III(b) hereto.

          (cc) “ Nonqualified Sellers ” means the Sellers named in Schedule I(b) hereto.

          (dd) “ Non-Solicitation Agreement ” means that certain non-solicitation agreement dated as of the date hereof between the Company and SCF-VI, L.P.

          (ee) “ Option Letter Agreements ” means those certain agreements executed by the holders of Company Options with respect to the treatment of the Company Options hereunder.

          (ff) “ Organizational Documents ” means, with respect to any entity, the certificate or articles of incorporation, bylaws, operating agreement or other governing documents of such entity.

          (gg) “ Permitted Encumbrances ” means (i) liens for Taxes not yet due and payable or for Taxes the validity of which is being contested in good faith by appropriate proceedings; (ii) mechanics’, materialmen’s, carriers’, warehousemen’s, landlord’s and similar liens securing obligations not yet delinquent or which are being contested in good faith by appropriate proceedings and as to which appropriate reserves (to the extent required by GAAP) have been established in the books and records of the Company; or (iii) Encumbrances that do not materially impair the present use and operation of the property or assets to which they relate.

          (hh) “ Person ” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, entity or group (as defined in Section 3(9) of the Exchange Act).

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          (ii) “ Plan ” means (i) each of the “employee benefit plans” (as such term is defined in Section 3(3) of ERISA) of which the Company or any ERISA Affiliate is or within the past six years was a sponsor or participating employer or as to which the Company or any ERISA Affiliate makes or within the past six years made contributions or is or within the past six years was required to make contributions or under which the Company or any ERISA Affiliate has any obligation or Liability (contingent or otherwise), and (ii) any employment, severance, change in control or other agreement, arrangement, plan or policy of the Company or any ERISA Affiliate (whether written or oral) providing for compensation or benefits to employees or other service providers of the Company, including, without limitation, health, life, vision or dental insurance coverage (including self-insured arrangements), workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, fringe benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation, or post-employment insurance, compensation or benefits.

          (jj) “ Proprietary Technology ” means all confidential and proprietary processes, formulae, specifications, inventions, invention disclosures, trade secrets, know-how, development tools and other confidential or proprietary information or rights used, employed or exploited by or for a Person pertaining to any product or service developed, manufactured, marketed, distributed, leased, licensed, sold or maintained by or for that Person or otherwise used in the conduct of that Person’s businesses, and any of the foregoing embodied in any documentation or media, including manuals, memoranda, know-how disclosures, notebooks, software, specimens, models, books and records.

          (kk) “ Qualified Sellers ” means the Sellers named in Schedule I(c) hereto.

          (ll) “ Reference Balance Sheet ” means the consolidated balance sheet of the Company as of December 31, 2005.

          (mm) “ Reference Balance Sheet Date ” means December 31, 2005.

          (nn) “ Registration Rights Agreement ” means that certain registration rights agreement dated as of the date hereof executed by Buyer and Sellers, pursuant to which Buyer will grant Sellers certain registration rights with respect to the Buyer Shares.

          (oo) “ Representatives ” means, collectively, the directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives of any Person.

          (pp) “ Restricted Stock ” means those Company Shares subject to certain vesting and transfer restrictions.

          (qq) “ Rollover Company Options ” means those Company Options set forth on Schedule II(b) hereto.

          (rr) “ SEC ” means the United States Securities and Exchange Commission, and any successor thereto.

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          (ss) “ Securities Act ” means the Securities Act of 1933, as amended.

          (tt) “ Stockholders Agreement ” means that certain Stockholders Agreement of the Company dated as of August 12, 2005, among the Company and the persons named as “Stockholders” therein.

          (uu) “ Subsidiary ” when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, (i) of which such party or any other Subsidiary of such party is a general partner (excluding partnerships, where the general partnership interests are held by such party or any Subsidiary of such party and do not constitute a majority of the voting and economic interests in such partnership), or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

          (vv) “ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

          (ww) “ Tax Period ” means any period prescribed by any governmental authority for which a Tax Return is to be filed or a Tax is required to be paid.

          (xx) “ Tax Return ” means any report, declaration, return, information return, claim for refund, or statement relating to Taxes, including any schedule or attachment thereto, and including any amendments thereof.

          (yy) “ Transaction Documents ” means this Agreement, the Registration Rights Agreement, the Employment Agreements, the Non-Competition Agreements, the Non-Solicitation Agreement, the Consulting Agreement, the Fabco Manufacturing Agreement , the Fabco Service Agreement and the Indemnification Escrow Agreement.

          (zz) “ Warrants ” means those certain Warrants for the Purchase of Common Stock, dated as of August 12, 2005, by and between the Company and SCF-VI, L.P., Ronny Ortowski, Cody Ortowski and Christopher C. Ortowski, respectively.

ARTICLE II
PURCHASE AND SALE

          SECTION 2.01. Purchase and Sale of Capital Stock of Company. Subject to and upon the terms and conditions herein set forth, at the Closing, and in reliance upon the representations and warranties contained in this Agreement or made pursuant hereto, each Seller is hereby selling, assigning, transferring and delivering to Buyer Sub free and clear of any Encumbrance, and Buyer Sub is hereby purchasing from each Seller, all of his, her or its

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Company Shares, as set forth in Section 2.01 of the Disclosure Letter, for the consideration specified below in this Article II.

          SECTION 2.02. Company Purchase Price.

          (a) The consideration being paid by Buyer Sub, or on behalf of Buyer Sub, to the Qualified Sellers shall be upon the surrender of the Certificates as follows:

          (i) 986,943 shares of Buyer Common Stock to be issued to the Qualified Sellers in the denominations set forth opposite each Qualified Seller’s name on Schedule I(c) (such shares, together with the shares issued pursuant to Section 2.03(b)(i), the “ Buyer Shares ”); and

          (ii) cash in the aggregate amount of $154,061,160, without interest, payable in the amounts set forth opposite each Qualified Seller’s name on Schedule I(c) .

          (b) The consideration being paid by Buyer Sub, or on behalf of Buyer Sub, to the Nonqualified Sellers shall be cash in the aggregate amount of $400,000, without interest, payable upon the surrender of the Certificates in the amounts set forth opposite each Nonqualified Seller’s name on Schedule I(b) . The total cash consideration being paid by Buyer Sub, or on behalf of Buyer Sub, to the Sellers pursuant to this Section 2.02 and to the Cashed-Out Holders pursuant to Section 2.03(b)(ii) is referred to herein as the “ Closing Payment ”; and the total consideration (consisting of both the Closing Payment and Buyer Shares issued pursuant to Section 2.02(a)(1) and to the Cashed-Out Holders pursuant to Section 2.03(b)(i)) being paid by Buyer Sub, or on behalf of Buyer Sub, to the Sellers pursuant to this Section 2.02 is referred to herein as the “ Purchase Price .”

          (c) All payments of cash pursuant to this Section 2.02 and pursuant to Section 2.03(b)(ii) shall be reduced by each Seller or Cashed-Out Holder’s, as applicable, portion of the Indemnification Escrow (as such amounts are set forth on Schedule IV hereto) and shall be made in immediately available funds by wire transfer to an account or accounts (the “ Cash Purchase Price Accounts ”) specified by the Cashed-Out Holders and Sellers at least two (2) Business Days prior to the date such payments are to be made.

          SECTION 2.03. Treatment of Company Options and Warrants.

          (a) At the Closing, each unexercised and unexpired Rollover Company Option that is then outstanding under any Equity Compensation Plan, whether or not then exercisable, shall be converted into an option to purchase Buyer Common Stock in accordance with this Section 2.03(a). Each Rollover Company Option so converted shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as set forth in the applicable Equity Compensation Plan and the applicable stock option agreement immediately prior to the Closing, except that (i) such Rollover Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Buyer Common Stock equal to the product of the number of Company Shares that were subject to such Rollover Company Option immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Buyer Common Stock, and (ii) the per share exercise price of the shares of Buyer Common Stock subject to such Rollover Company

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Option so converted shall be equal to the quotient determined by dividing the exercise price per Company Share at which such Rollover Company Option was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. The conversion of the Rollover Company Options into options to purchase Buyer Common Stock shall be made so as not to constitute (a) a “modification” of such Rollover Company Options within the meaning of Section 409A of the Code, and (b) in the case of any such Rollover Company Options which are “incentive stock options,” within the meaning of Section 422 of the Code, a “modification” of such Rollover Company Options within the meaning of Section 424 of the Code. In addition to the foregoing, Buyer Sub shall assume each Equity Compensation Plan and the number and kind of shares available for issuance under each such Equity Compensation Plan shall be converted into shares of Buyer Common Stock in accordance with the applicable provisions of such Equity Compensation Plan. In addition, Buyer shall file with the Securities and Exchange Commission a Registration Statement on Form S-8 (or other appropriate form) covering all such shares of Buyer Common Stock, including shares issuable upon exercise of Rollover Company Options, and shall cause such registration statement to remain effective for as long as there are outstanding any options under the Equity Compensation Plans.

          (b) Except as provided below, effective immediately prior to the Closing, each unexercised and unexpired Cashed-Out Company Option that is then outstanding under any Equity Compensation Plan shall become fully vested and exercisable with respect to all shares subject thereto. As of the Closing, each such unexercised and unexpired Cashed-Out Company Option shall be canceled, and in exchange therefor, Buyer Sub shall pay to the holder of such Cashed-Out Company Option the following:

          (i) 23,623 shares of Buyer Common Stock to be issued to the Cashed-Out Holders in the denominations set forth opposite each Cashed-Out Holder’s name on Schedule II(a) ; and

          (ii) cash in the aggregate amount of $3,047,540, without interest, payable in the amounts set forth opposite each Cashed Out Holder’s name on Schedule II(a) .

          (c) Notwithstanding anything contained herein or in any Equity Compensation Plan or any agreement evidencing a Cashed-Out Company Option, to the extent that the accelerated vesting and/or exercisability of any Cashed-Out Company Option (or any other payment with respect to any Cashed-Out Company Option), either alone or together with any other payment or benefit received or to be received by the holder thereof in connection with a “change in ownership or control” of the Company (within the meaning of Section 280G of the Code) (the “ Stock Option Total Payment ”) would as a result of Section 280G of the Code not be deductible (in whole or in part) by the Company, a subsidiary or affiliate thereof, or any other person making such payment or providing such benefit, such Cashed-Out Company Option shall not vest or become exercisable (and no such other payment shall be made or provided) unless such vesting, exercisability and other payment is disclosed to and approved by the stockholders of the Company in accordance with Section 280G of the Code and Treasury Regulation section 1.280G-1. In the event that any such vesting, exercisability or other payment would not be so deductible, then, only to the extent necessary to make such portion of the Stock Option Total Payment deductible, the accelerated vesting and exercisability of such Cashed-Out Company

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Option (and any other such payment with respect thereto) shall be reduced (if necessary, to zero) (the “ Stock Option Section 280G Cap ”).

          (d) The Warrants are hereby being cancelled at the Closing and no additional consideration is being paid therefor.

          (e) Buyer Sub shall be entitled to deduct and withhold from the payments set forth in Section 2.03(b) such amounts as Buyer Sub is required to deduct and withhold under the Code, or any other tax laws, with respect to the making of such payment. To the extent that amounts are so withheld by Buyer Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Cashed-Out Holders.

          SECTION 2.04. Treatment of Restricted Stock. Notwithstanding anything contained herein or in any Equity Compensation Plan or any agreement evidencing any Restricted Stock, to the extent that the accelerated vesting of any Restricted Stock (or any other payment with respect to any Restricted Stock), either alone or together with any other payment or benefit received or to be received by the holder thereof in connection with a “change in ownership or control” of the Company (within the meaning of Section 280G of the Code) (the “ Restricted Stock Total Payment ”) would as a result of Section 280G of the Code not be deductible (in whole or in part) by the Company, a subsidiary or affiliate thereof, or any other person making such payment or providing such benefit, such Restricted Stock shall not vest (and no such other payment shall be made or provided) unless such vesting and other payment is disclosed to and approved by the stockholders of the Company in accordance with Section 280G of the Code and Treasury Regulation section 1.280G-1. In the event that any such vesting or other payment would not be so deductible, then, only to the extent necessary to make such portion of the Restricted Stock Total Payment deductible, the accelerated vesting of such Restricted Stock (and any other such payment with respect thereto) shall be reduced (if necessary, to zero) (the “ Restricted Stock Section 280G Cap ”).

          SECTION 2.05. Indemnification Escrow . At the Closing, each of Buyer, Buyer Sub and the Sellers’ Representative are executing and delivering an escrow agreement in substantially the form attached hereto as Exhibit I (the “ Indemnification Escrow Agreement ”). At the Closing, Buyer Sub is depositing with the Escrow Agent a portion of the Cash Consideration otherwise payable to the Sellers and Cashed-Out Holders at the Closing equal to the aggregate of the amounts set forth opposite the Sellers and Cashed-Out Holders’ names on Schedule IV hereto, for a total of $5,000,000 (the “ Indemnification Escrow ”). The Indemnification Escrow shall be held by the Escrow Agent pursuant to the terms of the Indemnification Escrow Agreement. Pursuant to the Indemnification Escrow Agreement, the full amount of the Indemnification Escrow shall be released by the Escrow Agent to the Sellers’ Representative on the six-month anniversary of the Closing Date (the “ Release Date ”), in accordance with the terms of the Indemnification Escrow Agreement, minus any amounts of any indemnity claims made pursuant to Article VIII (whether or not such indemnity claims have been determined to be valid) as of the Release Date. At such time as all remaining claims have been resolved, any remaining amounts in the Indemnification Escrow shall be released and paid to the Sellers’ Representative. Any funds distributed from the Indemnification Escrow to the Sellers Representative shall be distributed upon release by the Sellers’ Representative to the Sellers and Cashed-Out Holders in the proportions set forth on Schedule IV hereto; provided that the Sellers’

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Representative may round distribution amounts up or down to whole dollars to the extent necessary.

ARTICLE III

CLOSING

          SECTION 3.01. Closing Date. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated hereby (the “ Closing ”) is occurring at the offices of Complete Production Services, Inc., 11700 Old Katy Road, Suite 300, Houston, Texas 77079, concurrently with the execution and delivery of this Agreement (the “ Closing Date ”).

          SECTION 3.02. Seller Deliveries. At the Closing, the Sellers are delivering or causing to be delivered to Buyer and Buyer Sub:

          (a) Certificates representing all of the Company Shares free and clear of any Encumbrance, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer (the Sellers shall affix any necessary transfer stamps to the stock certificates (or stock transfer powers) evidencing the Company Shares);

          (b) a duly executed Registration Rights Agreement, substantially in the form attached hereto as Exhibit A ;

          (c) duly executed Employment Agreements, each substantially in the form attached hereto as Exhibit B ;

          (d) duly executed Non-Competition Agreements, each substantially in the form attached hereto as Exhibit C ;

          (e) a duly executed Non-Solicitation Agreement, substantially in the form attached hereto as Exhibit D ;

          (f) a duly executed Consulting Agreement, substantially in the form attached hereto as Exhibit E ;

          (g) a duly executed Fabco Manufacturing Agreement, substantially in the form attached hereto as Exhibit F ;

          (h) a duly executed Fabco Service Agreement, substantially in the form attached hereto as Exhibit G ;

          (i) a duly executed First Amendment to Pumpco Services, Inc. 2005 Stock Incentive Plan, substantially in the form attached hereto as Exhibit H ;

          (j) duly executed Option Letter Agreements, each substantially in the appropriate form attached hereto as Exhibit I ;

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          (k) a duly executed Indemnification Escrow Agreement, substantially in the form attached hereto as Exhibit J ;

          (l) duly cancelled copies of each of the Warrants;

          (m) Internal Revenue Service Forms W-9 for each Seller;

          (n) written resignations of each director of the Company and its Subsidiaries;

          (o) copies of all permits, consents or approvals of third parties or Governmental Entities, the granting of which are necessary for the consummation of the transactions contemplated herein or for preventing the termination of any material right, privilege, license, permit, certificate or agreement of the business of the Company upon the consummation of the transactions contemplated herein;

          (p) copies of certificates of existence and good standing for the Company issued by the Secretary of State of the State of Delaware, dated as of a recent date;

          (q) a certificate, dated the Closing Date, signed by the secretary of the Company certifying (i) the Organizational Documents of the Company, (ii) that all corporate actions required to authorize and approve the execution and delivery by the Company of this Agreement and the other Transaction Documents to be delivered by the Company as provided for herein have been taken and setting forth copies of such actions and (iii) the accuracy of the signature(s) of the officer(s) of the Company executing this Agreement and such other Transaction Documents; and

          (r) a form of notice by the Company to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) and in form and substance reasonably acceptable to Buyer Sub along with written authorization for Buyer Sub to deliver such notice form to the Internal Revenue Service on behalf of the Company upon the Closing.

          SECTION 3.03. Buyer and Buyer Sub Deliveries. At the Closing, Buyer and Buyer Sub is delivering or causing to be delivered to the Sellers:

          (a) stock certificates representing the Buyer Shares free and clear of any Encumbrance;

          (b) the Closing Payment to the Cash Purchase Price Accounts pursuant to the provisions of this Agreement, less the amount of the Indemnification Escrow;

          (c) the Indemnification Escrow by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent;

          (d) a duly executed Registration Rights Agreement, substantially in the form attached hereto as Exhibit A ;

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          (e) a duly executed Fabco Manufacturing Agreement, substantially in the form attached hereto as Exhibit F ;

          (f) a duly executed Fabco Service Agreement, substantially in the form attached hereto as Exhibit G ;

          (g) a duly executed Indemnification Escrow Agreement, substantially in the form attached hereto as Exhibit J ;

          (h) copies of all permits, consents or approvals of third parties or Governmental Entities, the granting of which are necessary for the consummation of the transactions contemplated herein; and

          (i) a certificate, dated the Closing Date, signed by the secretary of Buyer and by Buyer on behalf of Buyer Sub certifying (i) the Organizational Documents of Buyer and Buyer Sub, (ii) that all corporate actions required to authorize and approve the execution and delivery by Buyer and Buyer Sub of this Agreement and the other Transaction Documents to be delivered by Buyer and Buyer Sub as provided for herein have been taken and setting forth copies of such actions and (iii) the accuracy of the signature(s) of the officer(s) of the of Buyer and Buyer executing this Agreement and such other Transaction Documents.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to Buyer and Buyer Sub that the statements contained in this Article IV are true and correct except as set forth in the disclosure letter delivered by the Company to Buyer and Buyer Sub on the date hereof (the “ Disclosure Letter ”) and subject to such qualifications and limitations as may be set forth in this Article IV. The Disclosure Letter is arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article IV, and the disclosures in any such paragraph of the Disclosure Letter shall qualify the corresponding paragraph in this Article IV.

          SECTION 4.01. Organization, Standing and Power. Each of the Company and its Subsidiaries has been duly incorporated or formed and is validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite power and authority to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the Company. The copies of the Organizational Documents of each of the Company and its Subsidiaries which were previously furnished to Buyer are true, complete and correct copies of such documents as in effect on the date of this Agreement. Section 4.01 of the Disclosure Letter sets forth a complete and accurate list of each of the Company’s Subsidiaries.

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          SECTION 4.02. Capital Structure.

          (a) The authorized capital stock of the Company consists solely of 1,000,000 shares of common stock, par value $0.01 per share (“ Seller Common Stock ”), and 10,000 shares of preferred stock, par value $0.01 per share (“ Seller Preferred Stock ”). There are 217,750 shares of Seller Common Stock of the Company issued and outstanding and no shares of Seller Preferred Stock issued and outstanding. All shares of Seller Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. As of the date hereof, with respect to the Equity Compensation Plans, there were outstanding Company Options with respect to 8,825 shares of Seller Common Stock.

          (b) Except as set forth in Section 4.02(b) of the Disclosure Letter, there are outstanding (i) no shares of capital stock, membership interest or other voting securities of the Company (including any capital stock equivalents), (ii) no securities of the Company convertible into or exchangeable for shares of capital stock, membership interests or voting securities of the Company, (iii) no options, warrants, preemptive or other rights to acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any Equity Interests of the Company or any of its Subsidiaries, and (iv) no equity equivalent interest in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights. If applicable, for each of (i) – (iv) above, Section 4.02(b) of the Disclosure Letter sets forth the identity of the person holding such security, the number of securities, the exercise price, if any, the vesting schedule, if any, and other similar information all in reasonable detail. Except as set forth in Section 4.02(b) of the Disclosure Letter, (i) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of the Company’s or any of its Subsidiaries’, as applicable, securities and (ii) none of the Company or any of its Subsidiaries is a party to any employment or other agreements and has not made any offers for employment that in either case contemplate or obligate the Company or any of its Subsidiaries to grant any options or issue any stock or Equity Interests.

          (c) All of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and are owned by the Company, free and clear of any Encumbrance. There are outstanding no options, preemptive or other rights to acquire from any of the Company’s Subsidiaries, and no obligation of any of the Company’s Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of such Subsidiary. The Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person, other than in its Subsidiaries.

          (d) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which stockholders or equity holders of the Company, as such, may vote are issued or outstanding.

          (e) The Sellers are the owners of record of the number of shares of Company Shares set forth opposite the Sellers’ names on Section 4.02(e) of the Disclosure Letter. The Company is not a party to any shareholder agreement, voting trust or other voting or similar

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agreement with respect to the Company Shares. The Stockholders Agreement is being terminated as of the date hereof pursuant to Section 7.07(a).

          SECTION 4.03. Authority; No Conflicts; Consent.

          (a) The Company has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company, and no vote of the stockholders of the Company, is necessary to authorize this Agreement and the Transaction Documents to which the Company is a party or to consummate the transactions contemplated hereby or thereby. The Board of Directors has passed resolutions that have approved this Agreement and the Transaction Documents to which the Company is a party.

          (b) Except as set forth in Section 4.03(b) of the Disclosure Letter and except as have been obtained or made, no consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, or other governmental or quasi-governmental authority (a “ Governmental Entity ”), is required by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

          (c) Except as set forth in Section 4.03(c) of the Disclosure Letter, neither the execution and delivery by the Company of this Agreement nor any of the other Transaction Documents to which the Company is a party, nor the consummation of the transactions contemplated hereby or thereby, will (A) conflict with, or result in any violation of, or constitute a material default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, amendment, cancellation or acceleration of any material obligation or the loss of any material property, right or benefit under, or the creation of a lien, pledge, security interest, charge or other Encumbrance on any material assets (any such conflict, violation, default, right of consent, termination, amendment, cancellation or acceleration, loss or creation, a “ Violation ”) under, (i) the Organizational Documents of the Company or any of its Subsidiaries, (ii) any note, loan or credit agreement, mortgage, deed of trust, bond, indenture, benefit plan, lease or other agreement, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are bound that is material to the Company and its Subsidiaries taken as a whole, or (iii) any Law of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or their respective properties or assets, or (B) create an Encumbrance on any of the Equity Interests of the Company or any of its Subsidiaries.

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          (d) At the Closing, Buyer Sub shall own all of the issued and outstanding shares of capital stock of the Company, free and clear of any and all Encumbrances other than Encumbrances created by Buyer or Buyer Sub or arising out of ownership of the Company Shares by Buyer Sub.

          SECTION 4.04. Financial Statements.

          (a) The Company has delivered to Buyer: (i) an audited consolidated balance sheet of the Company as of December 31, 2005, (ii) audited consolidated statements of income and cash flows for (x) the period beginning August 12, 2005 and ending December 31, 2005 and (y) the period beginning January 1, 2005 and ending August 11, 2005 and (iii) unaudited consolidated balance sheet and statements of income and cash flows of the Company for the eight months ended August 31, 2006.

          (b) The financial statements referenced in Section 4.04(a) (i) are in accordance with the books and records of the Company and its Subsidiaries and (ii) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Company as at the respective dates of and for the periods referred to in such financial statements. Such financial statements were prepared in accordance with generally accepted accounting principles of the United States (“ GAAP ”) applied on a consistent basis (except as may be indicated therein or in the notes thereto) throughout the periods involved, except that the unaudited financial statements remain subject to quarter-end and year-end adjustments and do not contain footnotes. The books and records of the Company and each Subsidiary of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability.

          (c) Since January 1, 2005, there have been no formal internal investigations regarding financial reporting or accounting policies and practices at or with respect to the Company discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the Company’s Board of Directors or any committee thereof.

          (d) Each of the Company and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

          (e) Section 4.04(e) of the Disclosure Letter lists, and the Company has delivered to Buyer accurate and complete copies of the documentation creating or governing, all

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“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) effected by the Company since January 1, 2005.

          SECTION 4.05. No Undisclosed Liabilities. Except as set forth on Section 4.05 of the Disclosure Letter, neither the Company nor any of its Subsidiaries has any Liability, except for (i) Liabilities accrued or reserved against the Reference Balance Sheet, and (ii) Liabilities which have arisen after the Reference Balance Sheet Date in the ordinary course of business consistent with past practice and which are not material in amount.

          SECTION 4.06. Inventory. There is no inventory reflected in the Reference Balance Sheet. The Company’s inventory has been determined and valued in accordance with GAAP as reflected in the Company’s books and records at the lower of cost or market on a first-in, first-out basis. The Company’s inventory is salable in the ordinary course of business consistent with past practice except for obsolete inventory and inventory of below-standard quality; the Company’s finished goods inventories consist of items which are merchantable (as defined in the Uniform Commercial Code of the State of Texas) in all material respects in the ordinary course of business consistent with past practice; and, to the Knowledge of the Company, no previously sold inventory is subject to refunds materially in excess of that historically experienced by the Company. All material commitments or orders for work-in-process were entered into in the ordinary course of business consistent with past practice.

          SECTION 4.07. Compliance with Applicable Laws; Regulatory Matters.

          (a) The Company and its Subsidiaries (i) hold all material permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of its and their businesses and the operation of its and their properties and assets as they are presently operated (the “ Permits ”); (ii) are in material compliance with the terms of the Permits, and such Permits are valid, in full force and effect ; (iii) do not conduct and have not conducted their respective businesses in violation in any material respect of any Law of any Governmental Entity; and (iv) have not received any written warning, notice, notice of violation or probable violation, notice of revocation, or other written communication from or on behalf of any Governmental Entity, alleging (A) any violation of any Permit, or (B) that the Company and/or its Subsidiaries requires any Permit required for its business that is not currently held by it. No investigation or inquiry by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened.

          (b) All material reports, documents, claims, notices or approvals required to be filed, obtained, maintained, or furnished to any Governmental Entity by the Company and its Subsidiaries have been so filed, obtained, maintained or furnished. All such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing.

          (c) Except as set forth on Section 4.07(c) of the Disclosure Letter, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, their officers, directors or managing employees, have engaged in any activities in their capacity as an officer, director or managing employee, as applicable, which are prohibited under federal or state criminal or civil

laws or the regulations promulgated pursuant to such laws and would be material to the Company and its Subsidiaries taken as a whole.

          SECTION 4.08. Litigation. Section 4.08 of the Disclosure Letter sets forth a true and complete list of all litigation pending as of the date hereof, including reasonable detail regarding the current status of such litigation, to which the Company or any of its Subsidiaries is or, to the Knowledge of the Company, is threatened to be, a party or as to which its property or assets may be bound, that, individually or in the aggregate, would reasonably be expected to (i) be material to the Company or any of its Subsidiaries or (ii) prevent the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 4.08 of the Disclosure Letter, there is no litigation, arbitration, claim, suit, action, investigation, inquiry or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, nor is there any judgment, award, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries, in each case, that, individually or in the aggregate, would reasonably be expected to (i) be material to the Company or any of its Subsidiaries or (ii) prevent the consummation of the transactions contemplated by this Agreement. To the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to result in any such litigation being brought against the Company or any of its Subsidiaries.

          SECTION 4.09. Taxes.

          (a) The Company and each of its Subsidiaries have timely filed with the appropriate Governmental Entity all Tax Returns required to be filed by it. All such Tax Returns are complete and accurate in all material respects. The Company and each of its Subsidiaries have paid all Taxes due and payable by it (whether or not shown on any Tax Return). Neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made to the Company or any of its Subsidiaries by a Governmental Entity in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by that jurisdiction.

          (b) The unpaid Taxes of the Company and its Subsidiaries did not, as of the dates of the Financial Statements, exceed the reserve for Tax Liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Financial Statements. Since the Reference Balance Sheet Date, neither the Company nor any of its Subsidiaries has incurred any Liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

          (c) No deficiencies for Taxes of the Company or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Entity. There are no pending, ongoing or, to the Knowledge of the Company, threatened audits, assessments or other actions or claims for or relating to any Liability for Taxes of the Company or any of its Subsidiaries, and there are no matters under discussion with any Governmental Entity with respect to Taxes of the Company or any of its Subsidiaries or known to any of the Sellers, the Company or its Subsidiaries with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the

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Company and its Subsidiaries. The Company has delivered or made available to Buyer complete and accurate copies of all filed Tax Returns of the Company and each of its Subsidiaries relating to all Tax Periods not closed by applicable statutes of limitations, and complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Company with respect to Taxes of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has agreed to any waiver of any statute of limitations in respect of Taxes which remains in effect or agreed to any extension of time with respect to a Tax assessment or deficiency which remains in effect, nor has any request been made in writing for any such extension or waiver. No power of attorney with respect to any Taxes of the Company or any of its Subsidiaries has been executed or filed with any Governmental Entity.

          (d) There are no Encumbrances with respect to Taxes other than Permitted Encumbrances on any asset of the Company or any of its Subsidiaries.

          (e) Neither the Company nor any of its Subsidiaries has (i) consented at any time under former Section 341(f)(l) of the Code to have the provisions of former Section 341(f)(2) of the Code apply to any disposition of assets, (ii) agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise (including by virtue of the transactions contemplated by this Agreement), (iii) made an election, nor is it required, to treat any of its assets as owned by another person for Tax purposes or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code, (iv) made any consent dividend election under Section 565 of the Code, (v) has elected at any time to be treated as an S corporation within the meaning of Sections 1361 or 1362 of the Code, or (vi) made any of the foregoing elections or is required to apply any of the foregoing rules under any comparable state, local or foreign Tax Law.

          (f) There are no Tax-sharing, indemnity, allocation or similar agreements or arrangements in effect with respect to or involving any of the Company and its Subsidiaries, and, after the Closing Date, none of the Company and its Subsidiaries shall be bound by any such Tax-sharing, indemnity, allocation or similar agreements or arrangements or have any Liability thereunder for amounts due in respect of periods prior to the Closing Date.

          (g) Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated, combined or unitary Tax Return for federal, state, local or foreign Tax purposes. Neither the Company nor any of its Subsidiaries has any Liability for the Taxes of any Person (other than Taxes of the Company or any of its Subsidiaries) (i) under Treasury Regulation Section 1.1502-6 (or any similar Laws), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.

          (h) The Company and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other person. The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code or of any other provision of law.

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          (i) Neither the Company nor any of its Subsidiaries has been a United State real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

          (j) Neither the Company nor any of its Subsidiaries (i) is a partner for Tax purposes with respect to any joint venture, partnership, or other arrangement or contract which is treated as a partnership for Tax purposes, (ii) owns a single member limited liability company which is treated as a disregarded entity, (iii) is a shareholder of a “controlled foreign corporation” as defined in Section 957 of the Code (or any similar Laws), (iv) is a “personal holding company” as defined in Section 542 of the Code (or any similar Laws), and (v) is a shareholder of a “passive foreign investment company” within the meaning of Section 1297 of the Code.

          (k) Neither the Company nor any of its Subsidiaries has or has had a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country. Section 4.10(k) of the Disclosure Letter sets forth each jurisdiction where the Company and each of its Subsidiaries is or has been required to file a Tax Return with respect to each open Tax Period.

          (l) None of the outstanding indebtedness of the Company or any of its Subsidiaries constitutes indebtedness with respect to which any interest deductions may be disallowed under Sections 163(i) or 163(1) or 279 of the Code or under any other applicable Laws.

          (m) Neither the Company nor any of its Subsidiaries has entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Section 1.6011-4(b)(1) required to be reported in a disclosure statement pursuant to Treasury Regulation Section 1.6011-4(a). If either the Company or any of its Subsidiaries has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

          (n) Neither the Company nor any of its Subsidiaries has distributed the stock of any corporation in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997, and neither the stock of the Company nor the stock of any of its Subsidiaries has been distributed in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997.

          SECTION 4.10. Absence of Certain Changes or Events.

          (a) Except for incurring the expenses, making the payments, or the other transactions contemplated in or by this Agreement, since the Reference Balance Sheet Date, and except as set forth on Section 4.10(a) of the Disclosure Letter, (i) the Company and its Subsidiaries have conducted their businesses in the ordinary course consistent with past practice and have not incurred any material Liability, except in the ordinary course of its business

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consistent with past practice; (ii) there has not been any change in the business, financial condition, Liabilities, assets, technology, Intellectual Property Rights, employee relations, customer relations, supplier relations, manufacturer relations or distributor relations, or results of operations of the Company or any of its Subsidiaries that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company, (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares of the Company; (iv) there has not been any split, combination or reclassification of any common stock of the Company or any of its Subsidiaries or any issuance or commitment to issue or the authorization of any issuance of any capital stock or other Equity Interests of the Company or any of its Subsidiaries or other securities convertible into, in exchange or in substitution for any shares of capital stock or other Equity Interests of the Company or any of its Subsidiaries; (v) there has not been (A) any granting by the Company to any employee of any increase in compensation, other than in the ordinary course of business consistent with past practice, (B) any granting by the Company or any of its Subsidiaries to any employee of any increase in severance benefit, termination pay, change of control benefit or any similar right, benefit or pay or (C) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement, policy or arrangement with any employee; and (vi) there has not been any change in accounting methods, principles or practices by the Company or any of its Subsidiaries affecting their assets, Liabilities or business, except insofar as may have been required by a change in GAAP.

          (b) Except for the transactions contemplated in this Agreement or as set forth in Section 4.10(b) of the Disclosure Letter, since the Reference Balance Sheet Date, neither the Company nor any of its Subsidiaries has (i) sold, transferred, leased, licensed, pledged or mortgaged or agreed to sell, transfer, lease, license, pledge, or mortgage any assets, property or rights (including without limitation, Intellectual Property Rights) in excess of $50,000 individually or $100,000 in the aggregate, other than sales or disposition of inventories or fixed assets in the ordinary course of business consistent with past practice, or cancelled, waived or compromised or agreed to cancel, waive or compromise, any debts, claims or rights in excess of $50,000; (ii) made any material change in any method of management, operation or accounting, except as required by Law or GAAP; (iii) adopted or changed any material Tax election, settled or compromised any claim, notice, audit report or assessment in respect of Taxes, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended material Tax Returns, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any material Taxes, surrendered any right to claim a material Tax refund, or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (iv) transferred, exchanged or exclusively licensed any of its Intellectual Property Rights, or had any other material developments related to its Intellectual Property Rights; (v) issued or committed to issue any capital stock or any securities convertible into capital stock; (vi) made any capital expenditure(s) or purchased or acquired any capital assets more than $50,000 in any one instance, except in accordance with the 5/12 Strategic Plan previously provided to Buyer; (vii) incurred or assumed any indebtedness for borrowed money or guaranteed any obligation or the net worth of any Person; (viii) suffered any material damage or destruction to, loss of, or condemnation or eminent domain proceeding relating to any of its material tangible properties or assets (whether or not covered by insurance); (ix) settled any material litigation, (x) lost the employment services of any employee whose annual salary exceeded $75,000; (xi) made any

21

loan or advance to any Person, other than travel and other similar routine advances to employees in the ordinary course of business consistent with past practice; (xii) entered into any agreements, commitments or contracts, except those made in the ordinary course of business consistent with past practice; or (xiii) entered into any agreement or commitment to do any of the foregoing.

          SECTION 4.11. Material Agreements.

          (a) Section 4.11(a) of the Disclosure Letter sets forth a complete list of any of the following contracts or agreements (oral or written) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (each contract shall be specifically identified with its formal title, date of effectiveness and execution, a listing of the parties, and a list of any and all amendments with similar detail) (each, a “ Material Agreement ”):

          (i) all written employment or other agreements entered into with any officer, director or employee of the Company or any of its Subsidiaries;

          (ii) all contracts or agreements (oral or written) under which the Company or any of its Subsidiaries has any outstanding indebtedness, obligation or Liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or Liability, in each case, in an amount greater than $50,000 and in the aggregate more than $100,000;

          (iii) all bonds or agreements of guarantee or indemnification under which the Company or any of its Subsidiaries acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) or Liability in an individual amount or potential amount greater than $50,000 or in the aggregate more than $100,000;

          (iv) all partnership and joint venture agreements;

          (v) all agreements relating to acquisitions or dispositions of any business or product line (other than this Agreement), whether by merger, business combination, stock purchase, disposition of assets, consolidation or otherwise;

          (vi) all agreements creating any obligation or commitment to purchase goods, materials or services in an amount greater than $50,000 or in the aggregate more than $100,000;

          (vii) all bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee of the Company or any of its Subsidiaries;

          (viii) all leases related to real or personal property which may not be terminated at will, or by giving notice of 60 days or less, without cost or penalty and involving annual rental payments greater than $25,000;

          (ix) all agreements with brokers that are not terminable by the Company or any of its Subsidiaries upon sixty (60) days’ notice without penalty or liability;

          (x) all agreements, together with any modification thereof or subsequent agreement related thereto, pursuant to which the Company or any of its Subsidiaries has licensed from, or to, a third party any Intellectual Property, but excluding any off the shelf or standard licenses, including software license and domain name agreements, having a value of less than $5,000 per agreement, license, or seat (“ Standard IP Agreements ”);

          (xi) any other agreement material to the Company’s business on a consolidated basis;

          (xii) each management, consulting, subcontractor, retainer or other similar type of agreement (other than employment contracts) under which services are provided by any Person to the Company or any of