STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and between

BRAND HOLDINGS, LLC,

BRAND ENERGY & INFRASTRUCTURE SERVICES, INC.,

and

FR BRAND ACQUISITION CORP.

Dated December 29, 2006

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is made as of December 29, 2006, by and between BRAND HOLDINGS, LLC, a Delaware limited liability company (" Seller "), BRAND ENERGY & INFRASTRUCTURE SERVICES, INC., a Delaware corporation (the " Company "), and FR BRAND ACQUISITION CORP., a Delaware corporation (" Purchaser ").  Capitalized terms used in this Agreement not otherwise defined have the meanings ascribed to them in Section 1.01 .

R E C I T A L S

WHEREAS, Seller owns all of the issued and outstanding shares (the " Shares ") of Common Stock, par value $0.01 per share (" Common Stock "), of the Company; and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Shares, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01           Definitions.  For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

" Acquisition " shall have the meaning set forth in Section 2.01 .

" Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided , that , for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

" Agreement " means this agreement and all amendments made hereto by written agreement by and between Seller, the Company and Purchaser, including all Schedules and Exhibits attached hereto.

" Alternative Arrangements " shall have the meaning set forth in Section 8.08(a) .

" Applicable Law " means all applicable laws (including, without limitation, common law), statutes, ordinances, codes, rules, regulations, regulatory norms, administrative resolutions, Orders, decrees and other requirements of a Governmental Authority.

" Balance Sheet " means the consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2005, as set forth in the Annual Report on Form 10-K of the Company for the year ended December 31, 2005.

" Brand Services " means Brand Services, Inc., a wholly owned subsidiary of the Company.

" Business Day " means each day other than Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or regulation to close.

" Claim Notice " shall have the meaning set forth in Section 8.06(a) .

" Closing " shall have the meaning set forth in Section 2.02 .

" Closing Cash " means the aggregate amount of the Company’s and each of its Subsidiaries’ cash and cash equivalents on hand or in bank accounts as of immediately prior to the Closing on the Closing Date, less any amounts with respect to checks drawn against such cash but not yet cleared as of immediately prior to the Closing on the Closing Date, plus any amounts with respect to checks for the benefit of the Company and its Subsidiaries but not yet cleared as of immediately prior to the Closing on the Closing Date, and, in each case, net of any repatriation costs, including without limitation any Taxes, that would be incurred by the Company or any of its Subsidiaries in order to distribute or transfer any such cash or cash equivalent from any non-U.S. Subsidiary in which it is located as of immediately prior to the Closing on the Closing Date to the Company.

" Closing Date " shall have the meaning set forth in Section 2.02 .

" Closing Date Statement " shall have the meaning set forth in Section 2.03(c)(i) .

" Closing Indebtedness " means the aggregate amount of Indebtedness of the Company and its Subsidiaries outstanding as of immediately prior to the Closing on the Closing Date, but after giving effect to (i) the Preferred Redemption described in Section 2.04(a) , (ii) the repayment at Closing of all Indebtedness of the Company and its Subsidiaries under the Senior Credit Agreement as described in Section 2.04(b) , (iii) the PIK Note Repurchase described in Section 2.04(c) , and (iv) the Senior Subordinated Note Repurchase described in Section 2.04(d) .

" Code " means the Internal Revenue Code of 1986, as amended.

" Common Stock " shall have the meaning set forth in the Recitals to this Agreement.

" Company " shall have the meaning set forth in the Preamble to this Agreement.

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" Company Employee " means any current or former employee, director, officer, consultant or agent of the Company or any of its Subsidiaries.

" Company Intellectual Property Rights " shall have the meaning set forth in Section 3.16(b)(iii) .

" Company Material Adverse Effect " means any change, circumstance, event or condition that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries (taken as a whole); provided , however , that none of the following will be deemed, individually or collectively, to constitute a Company Material Adverse Effect: (i) the effect of any changes, circumstances or effects resulting from or relating to changes in general economic conditions, including, without limitation, any change affecting general national, international or regional political, economic, financial or capital market conditions, including changes in interest or exchange rates, that, in each such case, do not affect the Company and its Subsidiaries (taken as a whole) disproportionately as compared to other Persons in the industries in which they operate,  (ii) any changes in conditions or developments generally applicable to the industries in which the Company and its Subsidiaries operate that, in each such case, do not affect the Company and its Subsidiaries (taken as a whole) disproportionately as compared to other Persons in such industries in which they operate, (iii) the effect of any change arising in connection with earthquakes, acts of war or terrorism, military actions or the escalation thereof, that, in each such case, do not affect the Company and its Subsidiaries (individually or taken as a whole) disproportionately as compared to other Persons in such industries in which they operate, (iv) the effect of any changes in Applicable Laws, GAAP or interpretations thereof, (v) the effect of the Company’s ongoing interaction with the SEC relating to the Company’s segment reporting to the extent related to such reporting or (vi) any effect directly attributable to the public announcement of this Agreement and the transactions contemplated hereby.

" Competition Act " means the Competition Act (Canada).

" Competition Act Approval " means the Commissioner of Competition appointed under the Competition Act shall have (i) issued an advance ruling certificate under Section 102 of the Competition Act or (ii) advised Purchaser in writing that it has determined not to file an application for an Order under Part VIII of the Competition Act and any terms and conditions attached to such advice shall be acceptable to Purchaser.

" Compliant " shall have the meaning set forth in Section 5.08(a) .

" Confidentiality Agreement " means that certain letter agreement, dated as of April 19, 2006, between Seller and an Affiliate of Purchaser.

" Consent " means any consent, approval, permit, waiver or authorization of, or registration or filing with, or notification to any Person.

" Contract " means any contract, agreement, indenture, note, bond, loan, instrument, lease, license, purchase order, commitment or other arrangement or agreement, whether written or oral.

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" Current Assets " means, with respect to the Company and its consolidated Subsidiaries, as of the opening of business on the Closing Date, the current assets as determined in accordance with GAAP, in a manner consistent with the accounting policies, procedures, principles and classifications used in the preparation of the Financial Statements, and shall include trade accounts receivable (net of allowance for doubtful accounts), accrued revenue, and other current assets (excluding (i) the fair value of interest rate or currency swap assets, (ii) prepaid acquisition costs incurred in connection with the acquisitions of Interstate Scaffolding, Inc., Safway Steel Scaffolds Co. of Pittsburgh or the assets of Keating Self-Storage Ltd., (iii) prepaid interest, and (iv) the current portion of notes receivable in excess of $300,000), but shall exclude cash and cash equivalents and all assets related to federal, state, provincial, local, or foreign Income Taxes (both current and deferred).  Current Assets shall exclude all current assets related to any Post-Signing Acquisition. By way of example, Schedule 1.01 sets forth a calculation of Current Assets as of the Balance Sheet date.

" Current Liabilities " means, with respect to the Company and its consolidated Subsidiaries, as of the opening of business on the Closing Date, the current liabilities as determined in accordance with GAAP, in a manner consistent with the accounting policies, procedures, principles and classifications used in the preparation of the Financial Statements, and shall include accounts payable and accrued expenses, and deferred revenue, but shall exclude all liabilities for (x) the total estimated federal, state, provincial, local, or foreign Income Taxes attributable to periods beginning on or after January 1, 2006 less any estimated Tax payments made with respect to such Income Taxes for such periods, and (y) to the extent included in Closing Indebtedness or otherwise treated as a reduction in Purchase Price, current maturities of long-term debt, current maturities of notes payable and capital lease obligations, accrued interest, the fair value of interest rate or currency swap liabilities, accrued exit costs related to the lease facilities referred to in clause (viii) of the definition of Indebtedness, accruals related to deferred compensation yet to be paid to John Monter, Jeff Petersen, Dave Cichy and Steve Loftus, accrued legal expenses directly related to the preparation of the Registration Statement on Form S-1 and related documentation in connection with the Company’s pending initial public offering, and accrued severance related to the termination of John Monter, Dave Cichy, Steve Loftus, Ray Edwards, Scott Robinson and Jeff Peterson in 2005.  Current Liabilities shall exclude all current liabilities related to any Post-Signing Acquisition. By way of example, Schedule 1.01 sets forth a calculation of Current Liabilities as of the Balance Sheet date.

" Debt Commitment Letter " means the letter agreement between Morgan Stanley Senior Funding, Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC and FR Brand Holdings Corp., dated as of the date hereof.

" D&O Indemnified Party " shall have the meaning set forth in Section 5.06(a) .

" D&O Indemnifying Party " shall have the meaning set forth in Section 5.06(a) .

" DGCL " means the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended.

" Employee " means each such person employed by the Company or any of its Subsidiaries as of the Closing Date.

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" Employee Benefit Plan " means all "employee benefit plans," as defined in Section 3(3) of ERISA, and all employment, consulting, retention, change in control, fringe benefit, group insurance, transaction bonus, split-dollar life insurance, pension, superannuation, retirement, severance pay, vacation pay, awards, salary continuation, sick leave, disability, deferred compensation, bonus or other incentive compensation, stock or other equity-related award, restricted stock, stock purchase, stock option, phantom stock, employee loan programs, agreements, arrangements or practices under which (i) any Company Employee has any present or future right to benefits sponsored or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has any present or future obligation or liability (contingent or otherwise), in each case, other than any Multiemployer Plan.  For the avoidance of doubt, the term "Employee Benefit Plan" shall exclude (x) any directors and officers insurance policy, (y) any employment or similar agreement which, pursuant to the terms thereof, does not become effective until the effectiveness of the Company’s pending initial public offering and (z) the limited liability company agreement of the Seller.

" Environmental Law " means any applicable foreign, federal, state, provincial, municipal or local law (including, without limitation, common law) statute, regulation, ordinance, court order or decision or other legal requirement relating to the protection of human health from contamination or pollution, the environment or natural resources, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. §§11001 et seq.), the Safe Drinking Water Act (41 U.S.C. §§300f et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the regulations promulgated pursuant thereto.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " means any entity which is treated as a single employer with the Company or any of its Subsidiaries under Sections 414(b), (c), (m) or (o) of the Code.

" Escrow Agent " shall have the meaning set forth in Section 2.03(b)(iii) .

" Escrow Agreement " shall have the meaning set forth in Section 2.03(b)(iii) .

" Estimated Purchase Price " shall have the meaning set forth in Section 2.03(b)(i) .

" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

" Final Closing Date Statement " shall have the meaning set forth in Section 2.03(c)(iv) .

" Final Purchase Price " shall have the meaning set forth in Section 2.03(c)(iv) .

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" Financial Statements " shall have the meaning set forth in Section 3.05 .

" Financing " means the financing transactions contemplated by the Financing Commitments.

" Financing Commitments " means the Debt Commitment Letter and that certain letter agreement between FR X Offshore, L.P., FR XI Offshore AIV, L.P. and Purchaser, dated as of the date hereof.

" Fundamental Representations " shall have the meaning set forth in Section 8.01 .

" GAAP " shall mean, at any time or during any period, United States generally accepted accounting principles as in effect at such time or during such period (or if no period is specified, as of the date of this Agreement), applied on a consistent basis.

" Governmental Authority " means any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, department, instrumentality or regulatory body or arbitral or similar forum.

" Hazardous Material " means any form of substance, material, waste or other matter which is defined, characterized or regulated under any Environmental Law as "hazardous," "toxic," "a contaminant," "a pollutant," "carcinogenic," "designated", "controlled" or words of similar meaning or effect, including, without limitation, petroleum and its by-products, asbestos and polychlorinated biphenyls.

" HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

" Income Tax " means any Tax on or measured by gross or net income, profits, receipts or earnings.  For the avoidance of doubt, Income Tax shall exclude, without limitation, withholding taxes, sales and use taxes, royalty taxes, property taxes, and, except with respect to jurisdictions where franchise taxes are paid in lieu of income taxes, franchise taxes.

" Indebtedness " shall mean, with respect to any Person, (i) all indebtedness of such Person for borrowed money (including, without limitation, (x) accrued interest and any premiums, costs or penalties associated with prepaying any such indebtedness and terminating any rate or currency swap, or other hedging, agreements, and (y) with respect to any PIK Notes or Senior Subordinated Notes not tendered or repurchased pursuant to Section 2.04(c)(ii) or Section 2.04(d)(ii) , respectively, the amount which equals the difference between the amount which would have been paid for such notes if such PIK Notes or Senior Subordinated Notes, as the case may be, were tendered and repurchased in the PIK Note Repurchase or Senior Subordinated Note Repurchase, respectively, and the face amount of such PIK Notes or Senior Subordinated Notes), (ii) any indebtedness for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of business and payable in accordance with customary practices), (iii) any other indebtedness of such Person that is evidenced by a note, bond, debenture or similar instrument, (iv) all obligations of such Person under financing or capital leases, (v) all indebtedness of any other Person secured by any Lien on any property of such Person, (vi) amounts drawn under surety bonds or letters of credit,

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guarantees or similar obligations of such Person in respect of indebtedness of any other Person; provided , however , that, in no event shall any undrawn letters of credit, surety bonds or performance bonds of the Company be deemed "Indebtedness" for the purposes of this Agreement, (vii) all accrued deferred bonuses, deferred compensation, severance and other similar payment obligations with respect to Company Employees no longer employed by the Company or any of its Subsidiaries as of the Closing Date, but excluding any such amounts payable pursuant to that certain Second Amended and Restated Employment Agreement between John Monter and Brand Services, Inc. entered into on June 20, 2005, effective as of January 1, 2005, as amended from time to time, to the extent such amounts are included in the definition of Transaction Expenses hereunder, (viii) any lease breakage costs incurred and unpaid as of the Closing Date for leases or subleases for the properties located at 4810 Dufferin Street, Toronto, Ontario, Canada and 4700 West Drive,  Pasadena, Texas which the Company or its Subsidiaries were a party prior to the Closing Date, (ix) all unpaid legal and other expenses related to the preparation and filing of the Company’s Registration Statement on Form S-1 and related documentation in connection with the Company’s pending initial public offering and (x) an amount equal to the total estimated federal, state, provincial, local, or foreign Income Taxes attributable to periods beginning on or after January 1, 2006 less any estimated Tax payments made with respect to such Income Taxes for such periods; provided , however , that, in no event shall any Indebtedness of the Company or any of its Subsidiaries owing to the Company or any of its Wholly-Owned Subsidiaries be deemed Indebtedness for the purposes of this Agreement.

" Indemnification Expiration Date " shall have the meaning set forth in Section 8.01 .

" Indemnifying Party " shall have the meaning set forth in Section 8.06 .

" Indemnitee " shall have the meaning set forth in Section 8.06 .

" Indemnitee Threshold " shall have the meaning set forth in Section 8.05(a) .

" Indemnity Escrow Account " shall have the meaning set forth in Section 2.03(b)(iii) .

" Indemnity Escrow Amount " means $20 million.

" Intellectual Property Rights " means any and all rights under United States, Canadian and foreign intellectual property whether registered or not, including, without limitation, all trademarks (including service marks), trade names, domain names, and associated goodwill, patents, technology and know-how, trade secrets and confidential or proprietary information, copyrights and copyrightable works.

" IP Contract " means a Contract concerning Intellectual Property Rights to which the Company or one of its Subsidiaries is a party and which is necessary to permit the Company and its Subsidiaries to operate their business, taken as a whole, in a manner materially consistent with past practices.

" Knowledge " when used in any representation or warranty with respect to Seller or the Company means actual knowledge, after reasonable inquiry, of any of the individuals set

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forth on Annex I and when used in any representation or warranty with respect to Purchaser means actual knowledge, after reasonable inquiry, of Alan Schwartz, Tim Day, Jeff Quake and Gary Reaves.

" Leases " shall have the meaning set forth in Section 3.14(b) .

" Legal Proceeding " means any judicial, administrative, or arbitral action, suit, proceeding (public or private), claim or investigation by or before any Governmental Authority.

" Liabilities " shall have the meaning set forth in Section 3.06(a) .

" Liens " means, collectively, all mortgages, liens, charges, claims, options to purchase, restrictions on transfer, title retention agreements or other encumbrances of any kind.

" Marketing Period " shall have the meaning set forth in Section 5.08(a) .

" Material Contracts " shall have the meaning set forth in Section 3.08(a) .

" Multiemployer Plan " means (i) all multiemployer plans within the meaning of Section 3(37) of ERISA as to which the Company, any of its Subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise), and (ii) any other plan provided for current or former non-U.S. employees of the Company or any of its Subsidiaries (other than such plans that are mandated by Applicable Law and administered by a Governmental Authority) to which the Company or any of its Subsidiaries is required to contribute and which is not maintained or administered by the Company or its Subsidiaries.

" Net Working Capital " means the difference of (x) the Current Assets, minus (y) the Current Liabilities (it being understood that Net Working Capital may be either a positive or negative number).

" Net Working Capital Adjustment Amount " shall mean the difference of (x) the Net Working Capital, minus (y) the Target Net Working Capital (it being understood that the Net Working Capital Adjustment Amount may be either a positive or negative number); provided, however, that in the event that either (A) the Net Working Capital exceeds the Target Net Working Capital by an amount that is equal to or less than $1,000,000, or (B) the Target Net Working Capital exceeds the Net Working Capital by an amount that is equal to or less than $1,000,000, then, in either such case, the Net Working Capital Adjustment Amount shall equal zero.

" Order " means any order, injunction, judgment, decree, ruling, writ, assessment, settlement, stipulation or award.

" Other Antitrust Laws " means the antitrust and competition laws of all jurisdictions other than those of the United States and Canada.

" Owned Properties " shall have the meaning set forth in Section 3.14(a) .

" Permits " shall have the meaning set forth in Section 3.17 .

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" Permitted Exceptions " means (i) all non-monetary defects, exceptions, restrictions, easements, rights of way and encumbrances of record identified as exceptions to title (other than customary general title exceptions) in policies of title insurance which have been made available to Purchaser prior to the date hereof, (ii) statutory liens for current taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, provided an appropriate reserve is established therefor on the Balance Sheet, (iii) Liens in respect of deferred purchase prices payable under purchase agreements entered into in the ordinary course of business consistent with past practices, (iv) Liens arising under leases (whether as lessor or lessee) or subleases (whether as sublessor or sublessee) with third parties entered into in the ordinary course of business consistent with past practices other than any such leases or subleases of real property, (v) rights of set-off of banks, (vi) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of governmental insurance benefits or social security, or to secure the performance of tenders, statutory obligations, insurance obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties not yet due or payable in connection with the importation of goods as to which adequate reserves therefor have been established on the Balance Sheet, (viii) Liens arising under the Senior Credit Agreement, the Senior Subordinated Indenture or the PIK Indenture, in each case, which shall be fully released at or prior to the Closing, (ix) mechanics’, carriers’, workers’, landlords’, repairers’, and similar Liens arising or incurred in the ordinary course of business consistent with past practices, (x) zoning, entitlement and other land use and environmental restrictions by any Governmental Authority relating to the use or occupancy of the assets to which they relate or the activities conducted thereon, none of which are violated by the current use or occupancy or operation of the assets to which they relate, and (xi) such other imperfections in title, charges, easements, restrictions and encumbrances which, individually or in the aggregate, do not and are not reasonably likely to (A) materially detract from the value of or materially interfere with the continued use and operation of the assets or properties to which they relate, as used on the date hereof, or (B) materially interfere with the ordinary course of business of the Company and its Subsidiaries taken as a whole.

" Person " means any individual, partnership, joint venture, association, joint stock company, corporation, trust, trustee, limited liability company, unincorporated organization, or other entity, including, without limitation, a Governmental Authority.

" PIK Indenture " means that certain Indenture, dated as of October 16, 2002, among the Company and The Bank of New York Trust Company of Florida, N.A., as trustee, as amended, modified or supplemented from time to time.

" PIK Note Repurchase " shall have the meaning set forth in Section 2.04(c)(ii) .

" PIK Notes " means the 13% Senior Subordinated Pay-In-Kind Notes due 2013 issued by the Company pursuant to the PIK Note Indenture.

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" Post-Signing Acquisition " means any acquisition by the Company or any of its Subsidiaries of any other Person or business (whether by means of stock or equity purchase, merger or asset purchase) that, as expressly permitted by and in accordance with the provisions of this Agreement, is consummated by the Company or any of its Subsidiaries on or after the date hereof but on or prior to the Closing Date.

" Post-Signing Acquisition Costs " means the aggregate purchase price, whether paid from cash on hand or through the proceeds of additional Indebtedness, paid in cash by the Company and its Subsidiaries prior to the Closing in connection with any Post-Signing Acquisitions together with all reasonable fees, costs and expenses of third parties incurred by the Company or any of its Subsidiaries in connection with the negotiation and the consummation of such Post-Signing Acquisitions to the extent such fees, costs and expenses are paid prior to Closing.

" Pre-Closing Tax Period " shall have the meaning set forth in Section 8.02(c)(i) .

" Preferred Redemption " shall have the meaning set forth in Section 2.04(a) .

" Preferred Stock " shall have the meaning set forth in Section 2.04(a) .

" Purchase Price " shall have the meaning set forth in Section 2.01 .

" Purchase Price Escrow Account " shall have the meaning set forth in Section 2.03(b)(iv) .

" Purchase Price Escrow Amount " means $3 million.

" Purchaser " shall have the meaning set forth in the Preamble to this Agreement.

" Purchaser Cure Period " shall have the meaning set forth in Section 7.01(a)(iv) .

" Purchaser Indemnified Parties " shall have the meaning set forth in Section 8.02 .

" Purchaser Losses " shall have the meaning set forth in Section 8.02 .

" Purchaser Material Adverse Effect " means any change, circumstance, event or condition that, individually or in the aggregate, materially impairs or delays, or would reasonably be likely to materially impair or delay, the ability of Purchaser to consummate the Acquisition or any of the other transactions contemplated by this Agreement.

" Purchaser’s Benefit Plans " shall have the meaning set forth in Section 5.09(b) .

" Referral Firm " shall have the meaning set forth in Section 2.03(c)(iv) .

" Required Information " shall have the meaning set forth in Section 5.08(b) .

" SEC " means the United States Securities and Exchange Commission.

" SEC Documents " shall have the meaning set forth in Section 3.05 .

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" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

" Seller " shall have the meaning set forth in the Preamble to this Agreement.

" Seller Indemnified Parties " shall have the meaning set forth in Section 8.03 .

" Seller Losses " shall have the meaning set forth in Section 8.03 .

" Seller Material Adverse Effect " means any change, circumstance, event or condition that, individually or in the aggregate, materially impairs or delays, or would reasonably be likely to materially impair or delay, the ability of Seller to consummate the Acquisition or any of the other transactions contemplated by this Agreement.

" Seller Payment Adjustment Amount " shall have the meaning set forth in Section 2.03(c)(vi)(C) .

" Senior Credit Agreement " means that certain Amended and Restated Credit Agreement, dated as of July 29, 2005, among Brand Services, Credit Suisse, as administrative agent, and the lenders named therein, as amended, modified or supplemented from time to time.

" Senior Subordinated Indenture " means that certain Indenture, dated as of October 16, 2002, among Brand Services and The Bank of New York Trust Company of Florida, N.A., as trustee, as amended, modified or supplemented from time to time.

" Senior Subordinated Note Repurchase " shall have the meaning set forth in Section 2.04(d)(ii) .

" Senior Subordinated Notes " means the 12% Senior Subordinated Notes due 2012 issued by Brand Services pursuant to the PIK Note Indenture.

" Shares " shall have the meaning set forth in the Recitals to this Agreement.

" Specified Employee " means either Paul T. Wood or Anthony A. Rabb.

" Straddle Period " shall have the meaning set forth in Section 8.02(c)(i) .

" Subsidiary " means, with respect to any Person, any corporation, limited liability company, partnership, joint venture, or other legal entity, of which such Person (x) owns, directly or indirectly, more than 50% of the stock or other ownership interests of such other legal entity or (y) controls the vote or otherwise has the right to elect, nominate or designate, more than 50% of the board of directors or other governing body of such corporation or other legal entity.

" Target Net Working Capital " means $92,500,000.

" Tax " means any federal, state, provincial, local, or foreign income, gross receipts, capital, license, payroll, employment, excise, severance, stamp, occupation, windfall

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profits, environmental (including taxes under Code section 59A), customs, duties, capital stock, franchise, profits, withholding, social security (or similar), Canadian government pension plan premiums or contributions, 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 or any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes the Company and its Subsidiaries, including any interest, penalty, or addition thereto.

" Tax Benefit " shall mean the value of any actually realized Tax refund, credit or reduction in otherwise required Tax payments, including any interest payable thereon.  For purposes of this definition, a Tax Benefit shall be considered realized when it results in an increase in a Tax refund or a reduction in Taxes (including estimated Taxes) otherwise due, or a combination thereof or when a credit is actually utilized to increase a Tax refund or reduce a Tax payment otherwise due.

" Tax Return " means any return (including estimated returns), declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereto.

" Termination Date " shall have the meaning set forth in Section 7.01(a)(v) .

" Termination Fee " shall have the meaning set forth in Section 7.03(a) .

" Transaction Expenses " means all fees and expenses of the Company and its Subsidiaries in connection with the negotiation and the consummation of the Acquisition and the transactions contemplated by this Agreement and any other agreements entered into in connection therewith and all stay, transaction, change-in-control or similar payments required to be paid to Employees as a result of the consummation of the Acquisition  (including, without limitation, any payments to be made pursuant to that certain Second Amended and Restated Employment Agreement between John Monter and Brand Services, Inc. entered into on June 20, 2005, effective as of January 1, 2005, as amended from time to time), other than, in each such case, such fees and expenses paid in full prior to the Closing; provided , that , the term "Transaction Expenses" shall exclude any and all fees or expenses incurred by the Company or any of its Subsidiaries pursuant to, or as required by, Section 5.08(b) .

" Transfer Tax " or " Transfer Taxes " means any federal, state, provincial, county, local, foreign and other sales, use, value added, transfer, conveyance, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof pursuant to this Agreement, and any penalty, addition to tax or interest with respect thereto.

" WARN " shall have the meaning set forth in Section 8.02(d) .

" Wholly-Owned Subsidiary " means any Subsidiary of the Company of which all the outstanding capital stock or other ownership interests (other than in the case of a non-U.S. Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to Applicable Law) are owned, directly or indirectly, by the Company.

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Section 1.02           Construction .  Unless the context otherwise clearly indicates, words used in the singular include the plural and words used in the plural include the singular.  The Schedules and Exhibits referred to herein shall be incorporated into this Agreement as an integral part hereof to the same extent as if they were set forth verbatim herein.  All "Article" and "Section" references herein are references to Articles and Sections of this Agreement, unless otherwise specified.  The Recitals and the captions and headings of Articles and Sections of this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect the meaning or interpretation of this Agreement.  All references herein to dollars (or $) shall mean US Dollars.

ARTICLE II

PURCHASE AND SALE OF SHARES AND RELATED TRANSACTIONS

Section 2.01           Purchase and Sale of Shares .  Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller agrees to sell, transfer, assign and deliver to Purchaser, the Shares, free and clear of all Liens, and Purchaser agrees to purchase, acquire and accept from Seller, the Shares, for an aggregate purchase price (the " Purchase Price ") of, without duplication, (a) $1,135,000,000 (subject to increase, if any, pursuant to Section 5.08(d) ), plus (b) the Net Working Capital Adjustment Amount (which may be a positive or negative number), plus (c) the Closing Cash, minus (d) the Closing Indebtedness, minus (e) the Transaction Expenses, plus (f) the Post-Signing Acquisition Costs, minus (g) the aggregate amount required to be paid by the Company to the holders of the Preferred Stock on the Closing Date in connection with the Preferred Redemption pursuant to Section 2.04(a) , minus (h) the aggregate amount required to be paid on the Closing Date to repay and payoff all Indebtedness of the Company and its Subsidiaries under the Senior Credit Agreement pursuant to Section 2.04(b) , minus (i) the aggregate amount required to be paid by the Company to the holders of the PIK Notes on the Closing Date in connection with the PIK Note Repurchase pursuant to Section 2.04(c) , minus (j) the aggregate amount required to be paid by the Company or its Subsidiaries to the holders of the Senior Subordinated Notes on the Closing Date in connection with the Senior Subordinated Note Repurchase pursuant to Section 2.04(d) .  The Purchase Price shall be paid by Purchaser to Seller at the Closing as set forth in Section 2.03 .  The purchase and sale of the Shares, and the other transactions contemplated by this Agreement, are collectively referred to in this Agreement as the " Acquisition ".

Section 2.02           Closing; Effective Time .  The closing of the Acquisition (the " Closing ") shall take place, subject to the conditions in Article VI , at the offices of Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, New York, at 10:00 a.m. on the third Business Day after the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived  ( provided , that in no event shall the Closing occur prior to the date that is the later of (a) five Business Days after the completion of the Marketing Period or (b) March 15, 2007), or at such other place, time and date as may be agreed by Seller and Purchaser.  The date on which the Closing occurs is referred to in this Agreement as the " Closing Date ".

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Section 2.03           Payment of Purchase Price; Delivery of Shares .

(a)           Delivery of Shares .  At the Closing, Seller shall deliver to Purchaser or its designee stock certificates of the Company, duly endorsed in blank (or accompanied by duly executed stock powers), representing the Shares so as to transfer and assign to Purchaser, good and valid title to the Shares, free and clear of all Liens.

(b)           Payments at Closing .

• • (i)            Not less than two Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement containing its good faith estimate of the Purchase Price (the " Estimated Purchase Price ") and the components thereof, together with reasonable supporting detail, in each case as of the opening of business on the Closing Date.

    (ii)           At Closing, Purchaser shall deliver to Seller, by wire transfer of immediately available funds to an account designated in writing by Seller (such designation to be made at least one Business Day prior to the Closing Date), payment in an amount equal to (x) the Estimated Purchase Price, minus (y) the Indemnity Escrow Amount, which shall be paid pursuant to clause (iii) below, minus (z) the Purchase Price Escrow Amount, which shall be paid pursuant to clause (iv) below.

    (iii)          At Closing, Purchaser shall pay the Indemnity Escrow Amount to an escrow agent (the " Escrow Agent ") to be held by the Escrow Agent in an escrow account (the " Indemnity Escrow Account ") pursuant to the terms of an escrow agreement (the " Escrow Agreement ") to be mutually agreed to by Purchaser and Seller prior to the Closing Date. At the Closing, each of Seller and Purchaser shall deliver a duly executed counterpart to the Escrow Agreement.

    (iv)          At Closing, Purchaser shall pay the Purchase Price Escrow Amount to the Escrow Agent to be held by the Escrow Agent in an escrow account (the " Purchase Price Escrow Account ") pursuant to the terms of the Escrow Agreement.

(c)           Post-Closing Adjustment .

• • (i)            As promptly as practicable after the Closing, but in no event more than forty-five (45) calendar days after the Closing Date, Purchaser shall in good faith prepare and deliver to Seller a statement (the " Closing Date Statement ") indicating Purchaser’s calculation of the Purchase Price and the components thereof, together with reasonable supporting detail.  The Closing Date Statement shall include all of the line items described in the definition of "Purchase Price", including all of the components set forth in the definitions of "Net Working Capital Adjustment Amount," "Closing Cash," "Closing Indebtedness", "Transaction Expenses" and "Post-Signing Acquisition Costs."

    (ii)           In calculating Net Working Capital and the Net Working Capital Adjustment Amount, if there is any conflict between GAAP and consistency with the accounting policies, procedures, principles and classifications used in the preparation of the Financial Statements, then GAAP shall control, except in connection with the

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• • Company’s rental revenue recognition for time and material type Contracts, in which case, the methodology applied in the preparation of the Financial Statements to record revenues as billed, is to be consistently applied in the determination of Net Working Capital.  In addition, the Seller shall cause the Company and its Subsidiaries to, and the Company shall (and shall cause it Subsidiaries to), (x) maintain consistent billing practices from the date hereof through the Closing Date and (y) classify and deploy, consistent with past practices, inventory included in other current assets that represent newly acquired scaffolding and forming and shoring assets that are held in inventory until they are deployed into capital expenditures or sold to customers.  Net Working Capital shall also be calculated without giving effect to the purchase accounting adjustments resulting from the consummation of the transactions contemplated hereby.  By way of example, Schedule 1.01 sets forth a calculation of Net Working Capital as of the Balance Sheet date.

    (iii)          Until the earlier of such time as the Final Closing Date Statement shall become final in accordance with clause (iv) below or such earlier time as any disputed items in respect thereof are submitted to a Referral Firm in accordance with clause (iv) below, Purchaser and the Company shall permit Seller and its representatives reasonable access, during normal business hours, to the books and records and personnel of the Company and its Subsidiaries to aid in its review of the Closing Date Statement.  Seller shall have the right to review the work papers of Purchaser and the Company underlying or utilized in preparing the Closing Date Statement and the calculation of the Purchase Price set forth therein to the extent reasonably necessary to verify the accuracy of the Closing Date Statement and the calculation of the Purchase Price in conformity with this Agreement.

    (iv)          Within thirty (30) calendar days after its receipt of the Closing Date Statement, Seller shall either inform Purchaser in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth in reasonable detail a description of each of its objections.  If Seller so objects and the parties do not resolve such objections on a mutually agreeable basis within thirty (30) calendar days after Purchaser’s receipt of Seller’s objections, the remaining disputed items shall be resolved within an additional thirty (30) calendar days by KPMG International or another mutually agreed accounting firm (the " Referral Firm ").  Upon the agreement of the parties, the decision of the Referral Firm, or if Seller fails to deliver an objection to Purchaser within the first 30-day period referred to above, then the Closing Date Statement, as so adjusted (the " Final Closing Date Statement "), shall be final, conclusive and binding against the parties hereto.  The calculation of the Purchase Price set forth in the Final Closing Date Statement shall be the " Final Purchase Price " for all purposes hereunder.

    (v)           In resolving any disputed item, the Referral Firm (A) shall be bound by the provisions of this Section 2.03 , (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Seller or Purchaser (except to the extent that the resolution of a disputed items results in a corresponding change to any other item), (C) shall limit its decision to such items as are in dispute and (D) shall make its determination based solely on presentations by Seller and Purchaser which are in accordance with the guidelines and

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• •  

    procedures set forth in this Agreement (i.e. not on the basis of independent review).  The fees, costs and expenses of the Referral Firm shall be allocated by the Referral Firm between Seller, on one hand, and Purchaser, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Referral Firm are unsuccessfully disputed by each such party (as finally determined by the Referral Firm) bears to the total amount of such disputed items so disputed.

    (vi)          Within three (3) Business Days following the final determination of the Final Purchase Price in accordance with clause (iv) above:

    • • • • (A)          in the event that the Final Purchase Price shall exceed the Estimated Purchase Price:

            • • (1)           Purchaser shall deliver to Seller, by wire transfer of immediately available funds, payment in an amount equal to the difference of (x) the Final Purchase Price, minus (y) the Estimated Purchase Price; and

                (2)           Purchaser and Seller shall take all actions necessary under the Escrow Agreement to cause the Escrow Agent to release to Seller all amounts then contained in the Purchase Price Escrow Account;

            (B)           in the event that the Estimated Purchase Price shall exceed the Final Purchase Price by an amount less than all amounts then contained in the Purchase Price Escrow Account, Purchaser and Seller shall take all actions necessary under the Escrow Agreement to cause the Escrow Agent to (x) release to Purchaser from the Purchase Price Escrow Account an amount equal to (i) the Estimated Purchase Price, minus (ii) the Final Purchase Price, and (y) release to Seller from the Purchase Price Escrow Account an amount equal to all amounts remaining in the Purchase Price Escrow Account after giving effect to the release to Purchaser pursuant to the foregoing clause (i) ; and

            (C)           in the event that the Estimated Purchase Price shall exceed the Final Purchase Price by an amount equal to or greater than all amounts then contained in the Purchase Price Escrow Account (the difference of (i) the Estimated Purchase Price, minus (ii) the Final Purchase Price, minus (iii) all amounts then contained in the Purchase Price Escrow Account, is herein referred to as the " Seller Payment Adjustment Amount "), (x) Purchaser and Seller shall take all actions necessary under the Escrow Agreement to cause the Escrow Agent to release to Purchaser all amounts then contained in the Purchase Price Escrow Account, and (y) Seller shall deliver, by wire transfer of immediately available funds, payment in an amount equal to the Seller Payment Adjustment Amount.

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• • (vii)         The Purchase Price Escrow Account exists solely to secure the obligations of the parties pursuant to this Section 2.03(c) and shall not be subject to any other provision of this Agreement.

    (viii)        The parties agree that any such payments to be made pursuant to this Section 2.03(c) shall accrue interest from the Closing Date to the date such payment is made at an annual rate equal to 4.97%.

(d)           Withholding Taxes .  Purchaser, Brand Services or the Company, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable to Seller, holders of Preferred Stock, PIK Notes or Senior Subordinated Notes pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law.  To the extent that amounts are so withheld by Purchaser, Brand Services or the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Preferred Stock, PIK Notes or Subordinated Notes in respect of which such deduction and withholding was made by Purchaser, Brand Services or the Company, as applicable.

Section 2.04           Treatment of Outstanding Preferred Stock and Indebtedness .  At the Closing, Seller shall cause the Company and Brand Services to, and the Company shall (and shall cause Brand Services to), apply a portion of the proceeds from the Financing to effect each of the transactions described in this Section 2.04 .

(a)           Preferred Stock .  Concurrently with the Closing, the Company shall redeem (the " Preferred Redemption ") all of its outstanding shares of Non-Voting Cumulative Redeemable Series A Preferred Stock, without par value (the " Preferred Stock ") in accordance with Article FOURTH, Section II(c)(5) of the Company’s Second Amended and Restated Certificate of Incorporation.  Prior to Closing, the Company shall take all actions necessary, including, without limitation, providing any notices, necessary to effect the Preferred Redemption on the Closing Date.

(b)           Senior Credit Agreement .  Concurrently with the Closing, the Company shall repay and payoff all Indebtedness of the Company and its Subsidiaries under the Senior Credit Agreement.  At or prior to the Closing, the Company shall, and shall cause its Subsidiaries to, make arrangements with the lenders under the Senior Credit Agreement reasonably satisfactory to Purchaser to provide Purchaser, the Company and its Subsidiaries with customary payoff letters, releases, recordable form mortgage and lien releases, cancelled notes and other similar documents reasonably requested by Purchaser.

(c)           PIK Notes .

• • (i)            Prior to the Closing, the Company shall consummate a tender offer and consent solicitation in respect of the PIK Notes pursuant to which (A) the Company will offer to purchase all of the outstanding PIK Notes and (B) solicit the consent of such number of holders of the PIK Notes as is required under the PIK Indenture to obtain such waivers or amendments as are deemed reasonably necessary by the Company and

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• • Purchaser to permit the Acquisition, the Preferred Redemption, the Senior Subordinated Note Repurchase and any other transaction contemplated hereby, including, without limitation, to permit the consummation of the transactions pursuant to the Debt Commitment Letter and to eliminate substantially all restrictive covenants in the PIK Indenture (other than those which require the consent of the holders of 100% of the outstanding PIK Notes, or the consent of each holder of PIK Notes affected, to effect), or as may otherwise by reasonably requested by Purchaser, in each case, the effectiveness of which shall be subject to the closing of the Acquisition.

    (ii)           Concurrently with the Closing, the Company shall repurchase all of the outstanding PIK Notes pursuant to the tender offer referred to in clause (i) above (the " PIK Note Repurchase "); provided , that , this clause (ii) shall be deemed satisfied in the event that no more than $1,100,000 in face amount of PIK Notes shall remain outstanding after the PIK Note Repurchase is consummated, so long as such remaining PIK Notes shall remain subject to the PIK Indenture as amended pursuant to clause (i) and shall be treated as "Closing Indebtedness" for purposes of this Agreement.

(d)           Senior Subordinated Notes .

• • (i)            Prior to the Closing, the Company shall cause Brand Services to consummate a tender offer and consent solicitation in respect of the Senior Subordinated Notes pursuant to which (A) the Company will offer to purchase all of the outstanding Senior Subordinated Notes and (B) solicit the consent of such number of holders of the Senior Subordinated Notes as is required under the Senior Subordinated Indenture to obtain such waivers or amendments as are deemed reasonably necessary by the Company and Purchaser to permit the Acquisition, the Preferred Redemption, the PIK Note Repurchase and any other transaction contemplated hereby, including, without limitation, to permit the consummation of the transactions pursuant to the Debt Commitment Letter and to eliminate substantially all restrictive covenants in the Senior Subordinated Indenture (other than those which require the consent of the holders of 100% of the outstanding Senior Subordinated Notes, or the consent of each holder of Senior Subordinated Notes affected, to effect), or as may otherwise by reasonably requested by Purchaser, in each case, the effectiveness of which shall be subject to the closing of the Acquisition.

    (ii)           Concurrently with the Closing, the Company shall cause Brand Services to repurchase all of the outstanding Senior Subordinated Notes pursuant to the tender offer referred to in clause (i) above (the " Senior Subordinated Note Repurchase "); provided , that , this clause (ii) shall be deemed satisfied in the event that no more than $2,000,000 in face amount of Senior Subordinated Notes shall remain outstanding after the Senior Subordinated Note Repurchase is consummated, so long as such remaining Senior Subordinated Notes shall remain subject to the Senior Subordinated Indenture as amended pursuant to clause (i) and shall be treated as "Closing Indebtedness" for purposes of this Agreement.

Section 2.05           FIRPTA Certificate . Seller shall deliver to Purchaser at or prior to the Closing a certificate or certificates substantially in form and substance as set forth on Exhibit

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A hereto, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated in this Agreement from withholding pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Except (other than with respect to Section 3.19(b) ) to the extent set forth in the SEC Documents filed with the SEC on or after January 1, 2006 and prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section, in any section relating to forward looking statements and any other disclosures included therein to the extent that they are predictive or forward-looking in nature, including, without limitation, disclosure set forth under "Risk Factors", "Key Factors Affecting Our Business" and "Key Factors Affecting Our Results" sections of the SEC Documents), each of Seller and the Company hereby represents and warrants to Purchaser as follows:

Section 3.01           Organization and Good Standing .  Each of Seller and the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all requisite corporate and company power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 3.02           Ownership of Capital Stock .

(a)           The authorized capital of the Company consists of (i) 1,000 shares of Common Stock and (ii) 30,000 shares of Preferred Stock.  As of the date hereof, (x) 1,000 shares of Common Stock are issued and outstanding and held by Seller and (y) 30,000 shares of Preferred Stock are issued and outstanding and are held, of record and beneficially, by the Persons, and in the respective amounts, set forth on Schedule 3.02(a) .

(b)           All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.  Seller has good and valid title to, and sole record and beneficial ownership of, the Shares.  Except as set forth on Schedule 3.02(b) , the Shares are held by Seller free and clear of all Liens.

(c)           Except for the shares of Common Stock and Preferred Stock issued and outstanding on the date hereof, the Company has not granted any, and there are no, outstanding options, warrants, rights or other securities or equity-based awards exercisable or exchangeable for or convertible into shares of Common Stock or any other equity securities of the Company, any other commitments or agreements providing for the issuance of additional shares of the Company’s Common Stock or other equity securities of the Company.  There are no outstanding stock appreciation rights, phantom stock units, performance units, profit participation or similar equity based-rights with respect to the Company, and, except as set forth on Schedule 3.02(c) , no authorization therefor of the board of directors or stockholders of the Company has been given.

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(d)           There are no voting trusts or other agreements or understandings to which Seller, any of its Subsidiaries, or, to the Knowledge of Seller or the Company, any other Person is a party with respect to the voting, ownership or transfer of the capital stock of the Company.

Section 3.03           Authorization .  Each of Seller and the Company has all requisite company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance by each of Seller and the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary company action on behalf of each of Seller and the Company.  This Agreement has been duly and validly executed and delivered by each of Seller and the Company and this Agreement constitutes a legal, valid and binding agreement of each of Seller and the Company, enforceable against Seller and the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.04           No Conflicts or Violations; No Consents or Approvals Required .

(a)           Except as set forth on Schedule 3.04(a) , none of the execution and delivery by Seller of this Agreement, the consummation by Seller of the transactions contemplated hereby, nor the compliance by Seller with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of the certificate of formation or limited liability company agreement of Seller, (ii) conflict with, violate, result in the breach of, or constitute a default under, or give rise to a right of any party to accelerate, cancel or modify any right or obligation, or result in the loss of any material right, under, any Contract to which Seller is a party, or (iii) violate any Applicable Law by which Seller is bound, except, in the cases of clauses (ii) and (iii) , for such violations, breaches, defaults, accelerations, cancellations or modifications that would not have a Seller Material Adverse Effect.

(b)           Except as set forth on Schedule 3.04(b) , none of the execution and delivery by Seller or the Company of this Agreement, the consummation by Seller or the Company of the transactions contemplated hereby, nor the compliance by Seller or the Company with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws (or other similar organizational documents) of the Company or any of its Subsidiaries, (ii) conflict with, violate, result in the breach of, or constitute a default under, or give rise to a right of any party to accelerate, cancel or modify any right or obligation under, or result in the loss of any material right under, any Contract to which the Company or any of its Subsidiaries is a party, except as have been consented to or waived in writing by the other Persons party to such Contract prior to the Closing, (iii) violate any Applicable Law by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, or (iv) other than Permitted Exceptions or any Liens that are contemplated to be created or imposed in connection with the Financing, create or impose any Lien on the assets of the Company or any of its Subsidiaries, except, in the cases of clauses (ii) and (iii) , for such violations, breaches, defaults, accelerations, cancellations, modifications or Liens that would not have a Company Material Adverse Effect.

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(c)           No Consent of any Person is required on the part of Seller, the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the compliance by Seller, the Company or any of its Subsidiaries with any of the provisions hereof or the consummation by Seller, the Company and its Subsidiaries of the transactions contemplated hereby, except for (i) the Consents set forth on Schedule 3.04(c) , (ii) filings under the HSR Act, the Competition Act and Other Antitrust Laws, (iii) the filing with the SEC of such reports under and such other compliance with the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) such filings and approvals as may be required by any applicable federal or state securities laws and (v) Consents which if not obtained would not reasonably be expected to have a Company Material Adverse Effect, a Seller Material Adverse Effect or materially impair or delay the Company’s ability to consummate the transactions contemplated hereby.

Section 3.05           SEC Documents; Financial Statements .  Except as set forth on Schedule 3.05 , the Company and, to the extent applicable, each of its Subsidiaries, has filed all required forms, reports and documents with the SEC since December 31, 2004 (the " SEC Documents ").  Except as set forth on Schedule 3.05 , to the extent applicable, each of the SEC Documents, as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act or Exchange Act, as the case may be, as in effect on the date such forms, reports and documents were filed, and, as of their respective filing dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  Except as set forth on Schedule 3.05 , the financial statements (the " Financial Statements ") included in the SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods covered thereby (except as may be indicated in the notes thereto or, in the case of any unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects (subject, in the case of the unaudited statements, to normal year-end adjustments, which are not, individually or in the aggregate, material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations of the Company and its consolidated Subsidiaries for the periods presented therein.  The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of its financial statements in accordance with GAAP.

Section 3.06           No Undisclosed Liabilities; Indebtedness .

(a)           Except as set forth on Schedule 3.06(a) , neither the Company nor any of its consolidated Subsidiaries has any Indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) (" Liabilities ") that, if known, would have been required to be reflected in, reserved against or otherwise described on a consolidated balance sheet of the Company and its Subsidiaries, or in the notes thereto, prepared in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise disclosed in the SEC Documents filed prior to the date of this Agreement, other than (x) Liabilities incurred in the

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ordinary course of business consistent with past practice since the date of the Balance Sheet and (y) Liabilities under this Agreement.

(b)           Schedule 3.06(b) sets forth a true and correct list of the outstanding Indebtedness of the Company and its Subsidiaries as of the date of this Agreement.

Section 3.07           Taxes .

(a)           All Tax Returns required to be filed by or on behalf of the Company or any of its Subsidiaries have been timely filed with the appropriate taxing authorities in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any extensions of time in which to make such filings), except where any such failure to file would not reasonably be expected to have a Company Material Adverse Effect.  All such Tax Returns are true, complete and correct in all material respects.  All Taxes (including installments on account of Taxes for the current year) that are shown due from the Company on such Tax Returns with respect to the periods covered thereby have been fully and timely paid or are adequately reserved for in the Financial Statements in accordance with GAAP.

(b)           Except as set forth on Schedule 3.07(b) , all deficiencies asserted or assessments made as a result of any examinations by the Internal Revenue Service or any other taxing authority of the Taxes and Tax Returns of or covering or including the Company and its Subsidiaries have been paid in whole or in part, including, without limitation, as required by Applicable Law, and to the extent not required to have been paid, are adequately reserved for in the Financial Statements in accordance with GAAP.  As of the date of this Agreement, to the Knowledge of Seller or the Company, except as set forth on Schedule 3.07(b) , there are no Tax audits or investigations by any taxing authority with respect to the Company or any of its Subsidiaries in progress, nor has the Company received any written notice from any taxing authority that it intends to conduct such an audit or investigation.

(c)           Except as set forth on Schedule 3.07(c) , none of the Company or any other Person on behalf of the Company has (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, provincial, local or foreign law by reason of a change in accounting method initiated by the Company or has any knowledge that the Internal Revenue Service has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law with respect to the Company, (iii) extended the time within which to file any Tax Return, which Tax Return has since not been filed or the assessment or collection of Taxes, which Taxes have not since been paid or (iv) granted any power of attorney with respect to any Tax matter currently in force.

(d)           None of the Company or any of its Subsidiaries is a party to, bound by or has any obligation under, any Tax sharing agreement or similar contract or arrangement.  None of the Company nor any of its Subsidiaries (i) is currently or has ever been a member of an affiliated group (other than a group the common parent of which is the Company) filing a

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consolidated federal income tax return, or (ii) has any liability for the Taxes of any person under Treasury Regulation 1.1502-6 (or any similar provision of state, provincial, local or foreign law), or as a transferee or successor, by contract or otherwise.   None of the Company nor any of its Subsidiaries has been a party to any distribution occurring during the last two years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable.    Neither the Company nor any of its Subsidiaries has engaged in any "reportable transaction" under Section 6011 of the Code and the regulations thereunder.

Section 3.08           Material Contracts .

(a)           Schedule 3.08(a) sets forth a true and complete list of all Contracts to which (i) the Company or any of its Subsidiaries is currently a party or by which the Company or any such Subsidiary is currently bound which require payments to be made by the Company or such Subsidiary in excess of $2,500,000 per year and are not terminable by the Company or any of its Subsidiaries on less than sixty (60) days’ notice without penalty or premium or (ii) the Company or any of its Subsidiaries is a party and which (x) in the year ended December 31, 2005 generated, or (y) are expected to generate in the year ending December 31, 2006, revenues (including, without limitation, rental, licensing or similar revenues) in excess of $5,000,000, or (iii) the Company or any of its Subsidiaries is bound and are of a type described below (collectively, " Material Contracts "):

• • (A)          any partnership, limited liability company, joint venture or other similar agreement or arrangement;

    (B)           any Contract (or group of related Contracts) under which the Company or any of its Subsidiaries created, incurred, assumed or guaranteed any Indebtedness which, individually or in the aggregate, exceeds $5,000,000 (other than any such Contracts relating to intercompany Indebtedness between the Company and any of its wholly owned direct or indirect Subsidiaries or among its wholly owned direct or indirect Subsidiaries);

    (C)           any Contract that contains a covenant or agreement limiting (or that would limit after the date hereof) the freedom or ability of the Company or any of its Subsidiaries or controlled Affiliates to compete with any other Person in any material manner in any line of business or in any geographic area;

    (D)          any Contract with any stockholders, directors or officers of the Company or any of its Subsidiaries, other than employments agreements or customary confidentiality agreements and invention assignment agreements entered into with Company Employees generally, but including any Contracts which would require the payment of a cash bonus to any director, officer or employee of the Company or any of its Subsidiaries as a result of the consummation of the transactions contemplated hereby; and

    (E)           any Contract pursuant to which Seller or any of its Affiliates (other than the Company or its Subsidiaries or any of their respective officers or employees)

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• • provides any services to, or is otherwise entitled to payment from, the Company or any of its Subsidiaries.

(b)           Except as set forth on Schedule 3.08(b) and except as otherwise would not reasonably be expected to have a Company Material Adverse Effect, (i) each Material Contract constitutes a valid and binding obligation of the Company or its Subsidiary party thereto and, assuming such Material Contract is binding against the other parties thereto, is enforceable against the Company or its Subsidiary party thereto in accordance with its terms and (ii) neither the Company nor its Subsidiaries nor, to the Knowledge of Seller or the Company, any other party to any of the Material Contracts (x) is in default under (nor does there exist any condition that