STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and between

AAR AIRCRAFT SERVICES, INC.,

AHM HOLDING CORP.,

AVBORNE HEAVY MAINTENANCE, INC.,

AVIATION MAINTENANCE STAFFING, INC.,

and (solely for purposes of Section 5.15)

THE SHAREHOLDERS OF AHM HOLDING CORP.

Dated as of

February 25, 2008

TABLE OF CONTENTS

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INDEX OF EXHIBITS

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INDEX OF DEFINED TERMS

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is entered into as of February 25, 2008 (this “ Agreement ”), by and among AAR Aircraft Services, Inc., an Illinois corporation (“ Purchaser ”), AHM Holding Corp., a Delaware corporation (“ Seller ”), Avborne Heavy Maintenance, Inc., a Florida corporation (“ AHM ”), and Aviation Maintenance Staffing, Inc., a Delaware corporation (“ AMS ”), and, solely for purposes of Section 5.15, each of the direct or indirect shareholders of Seller listed on the signature pages to this Agreement (each, a “ Guarantor ” and, collectively, the “ Guarantors ”).  AHM and AMS are sometimes referred to herein individually as a “ Company ” and collectively as the “ Companies ”.  Purchaser, Seller, the Companies and the Guarantors are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

WHEREAS , Seller owns all of the issued and outstanding shares of Capital Stock (the “ Shares ”) of the Companies; and

WHEREAS , Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, the Shares, upon the terms and subject to the conditions of this Agreement.

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

ARTICLE I
PURCHASE AND SALE

SECTION 1.1                                                                           Purchase and Sale .  Upon the terms and subject to the conditions set forth in this Agreement, at the Closing as provided in Section 1.3, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares, free and clear of all options, pledges, security interests, liens, mortgages, charges, claims or other encumbrances or restrictions (collectively, “ Encumbrances ”).

SECTION 1.2                                                                           Purchase Price .  The aggregate purchase price for the Shares (the “ Purchase Price ”) shall be (subject to adjustment pursuant to Section 1.5) an amount equal to:

(a)                                   $40,000,000;

(b)                                  Plus the amount of Cash as set forth in the Closing Certificate;

(c)                                   Minus the Payoff Amount as set forth in the Closing Certificate;

(d)                                  Minus the obligations payable by the Companies to the Miami-Dade Aviation Department in accordance with that certain letter from Miguel Southwell dated February 14, 2008, including the attachments thereto (the “ MDAD Claim ”), less the portion of any such amount previously paid or specifically reserved for on the Closing Date Balance Sheet;

(e)                                   Minus the obligations payable by the Companies pursuant to Transmeridian Airlines, Inc. v. Avborne Heavy Maintenance, Inc. , Case No. 05-83284-jb in the United States Bankruptcy Court, Northern District of Georgia, Atlanta Division (the “ Transmeridian Claim ”), less the portion of any such amounts previously paid or specifically reserved for on the Closing Date Balance Sheet;

(f)                                     Minus the Transaction Fees as set forth in the Closing Certificate;

(g)                                  Minus the amount of $301,465, which is the premium payable under the Environmental Liability Insurance Policy (exclusive of any portion of such premium payable in respect of coverage for “New Pollution Conditions”, as defined in the Environmental Liability Insurance Policy); and

(h)                                  Minus the amount of $25,000, which is one-half of the amount of the “Self-Insured Retention”, as defined in the Environmental Liability Insurance Policy.

SECTION 1.3                                                                           Closing .  The closing of the transactions contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of Schiff Hardin LLP, 6600 Sears Tower, Chicago, Illinois, at 10:00 a.m., Chicago time, on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties set forth in Article VIII hereof (other than conditions that can be satisfied only by the delivery of certificates or other documents at the Closing) or at such other place, time or date as Seller and Purchaser may agree upon in writing (the day on which the Closing takes place being the “ Closing Date ”).

SECTION 1.4                                                                           Closing Deliveries .

(a)                                   At the Closing, Purchaser shall:

(i)                                      pay to Seller a closing payment (the “ Closing Payment ”) equal to: (A) the Purchase Price; (B)  less the aggregate amount owed as of the Closing Date by AHM under the promissory note entered into in connection with the issuance of an aggregate of $25,000,000 of industrial revenue bonds by the Miami-Dade Industrial Development Authority (the “ IRB Obligation ”); and (C)  less the Escrow Amount;

(ii)                                   deposit an amount equal to 5% of the Purchase Price, as determined as of the Closing Date and not subject to adjustment as provided in Section 1.5 (the “ Escrow Amount ”), into an escrow fund (the “ Escrow Fund ”) pursuant to the terms of an escrow agreement to be entered into at Closing between Purchaser, Seller and U.S. Bank National Association, a national banking association (“ Escrow Agent ”), which escrow agreement shall be in substantially the form attached as Exhibit 1.4(a)(ii) (the “ Escrow Agreement ”);

(iii)                                pay the Payoff Amount to (A) the lenders of each Company, and (B) any other Person to whom either Company owes any Debt (other than the IRB Obligation) as of the Closing, in each case pursuant to payoff letters or other written instructions provided by Seller to Purchaser;

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(iv)                               pay the Transaction Fees pursuant to written instructions provided by Seller to Purchaser; and

(v)                                  deliver to Seller the documents, instruments and writings specified in Section 8.2(d).

(b)                                  At or prior to the Closing, Seller and each Company shall deliver or cause to be delivered to Purchaser:

(i)                                      certificates representing the Shares, which shall be duly endorsed in blank, or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed;

(ii)                                   the documents, instruments and writings specified in Section 8.1(g); and

(iii)                                such other documents, instruments and writings as may be reasonably requested by Purchaser at or prior to the Closing pursuant to this Agreement or otherwise in connection herewith.

(c)                                   Payments required under this Section 1.4 shall be made by wire transfer of immediately available funds to accounts designated by Seller in writing on or before the second Business Day prior to the Closing Date.

SECTION 1.5                                                                           Working Capital Adjustment to the Purchase Price .

(a)                                   Certain Definitions .

(i)                                      “ Cash ” means cash and cash equivalents of each Company.  Cash will not be reduced by the amount of outstanding checks and checks-in-transit so long as the amount of such outstanding checks and checks-in-transit is reflected as a current liability in the Net Working Capital.

(ii)                                   “ Closing Date Balance Sheet ” means the balance sheet of the Companies as of close of business on the Closing Date.

(iii)                                “ Current Assets ” means the current assets reflected on the balance sheet of the Companies as of the date measured, including costs and profits in excess of billings, Cash, prepaid expenses relating to the operation of the business and an amount equal to the face amount of all accounts receivable relating to the business, but excluding inter-Company receivables and all Tax assets, in each case determined in accordance with GAAP.

(iv)                               “ Current Liabilities ” means current liabilities reflected on the balance sheet of the Companies as of the date measured, including accounts payable, accrued liabilities, accrued expenses, deferred revenue, accrued employee or consultant compensation, accrued vacation, but excluding any current liabilities included in the Payoff Amount or

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Transaction Fees, inter-Company payables and Tax liabilities, in each case determined in accordance with GAAP.

(v)                                  “ Estimated Net Working Capital ” means the amount of $2,900,000.

(vi)                               “ GAAP ” means accounting principles generally accepted in the United States.

(vii)                            “ Net Working Capital ” means the aggregate Current Assets of the Companies less the aggregate Current Liabilities of the Companies, each as of the close of business on the Closing Date, as set forth on the Closing Date Balance Sheet.

(viii)                         “ Net Working Capital Deficit ” means the amount, if any, by which the Estimated Net Working Capital exceeds 110% of the Net Working Capital as set forth on the Closing Date Balance Sheet.

(ix)                                 “ Net Working Capital Surplus ” means the amount, if any, by which the Net Working Capital as set forth on the Closing Date Balance Sheet exceeds 110% of the Estimated Net Working Capital.

(b)                                  Working Capital Adjustment .

(i)                                      If there is a Net Working Capital Surplus determined in accordance with this Section 1.5, then, within three (3) Business Days following such determination, Purchaser shall pay the amount of such Net Working Capital Surplus in immediately available funds to Seller.

(ii)                                   If there is a Net Working Capital Deficit determined in accordance with this Section 1.5, then, within three (3) Business Days following such determination, the Escrow Agent shall disburse from the Escrow Fund the amount of such Net Working Capital Deficit in immediately available funds to Purchaser, in accordance with the Escrow Agreement.

(c)                                   Working Capital Adjustment Procedures .  A final determination of the Net Working Capital and the Net Working Capital Surplus, if any, or the Net Working Capital Deficit, if any, as of the Closing Date, shall be made in accordance with this Section 1.5(c).  Within ninety (90) days after the Closing Date, Purchaser shall provide to Seller (i) the Closing Date Balance Sheet and (ii) a statement (the “ Net Working Capital Statement ”) setting forth Purchaser’s determination of the Net Working Capital and the Net Working Capital Surplus, if any, or the Net Working Capital Deficit, if any, as of the Closing Date.  In the event that Seller disagrees with the Closing Date Balance Sheet or the Net Working Capital Statement, then Seller shall submit a written notice of objections thereto to Purchaser within thirty (30) days after Seller’s receipt of the Net Working Capital Statement.  If within such thirty (30) day period, Seller does not submit such a notice of objection, the Net Working Capital Statement, the Net Working Capital and the Net Working Capital Surplus, if any, or the Net Working Capital Deficit, if any, as set forth in the Net Working Capital Statement shall be deemed accepted by Seller, but if Seller does timely object to the Closing Date Balance Sheet or the Net Working

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Capital Statement, such objections shall be resolved as provided in Section 1.5(d).  The Closing Date Balance Sheet and the Net Working Capital Statement shall be prepared in accordance with GAAP and the accounting policies used in the preparation of the Historical Financial Statements, applied on a consistent basis, to the extent such policies are consistent with GAAP (“ Historical Policies ”)

(d)                                  Resolution of Objections .  Purchaser and Seller shall negotiate in good faith to resolve any dispute arising under Section 1.5(c).  Any objection timely made under Section 1.5(c) that Purchaser and Seller are unable to so resolve within fifteen (15) days after Seller submits a notice of objection pursuant to Section 1.5(c) shall be conclusively determined by a “Neutral Accountant” as defined below.  A “ Neutral Accountant ” means an accountant who satisfies each of the following requirements:

(i)                                      neither the accountant nor the firm that employs the accountant shall have performed any material accounting or consulting services for any Party (or any affiliate of a Party) at any time during the two (2) year period immediately preceding the date of the notice from Purchaser under Section 1.5(c);

(ii)                                   is not related in any way to any Party or any executive officer or director of any Party;

(iii)                                has been a certified public accountant duly licensed to practice in the state where he or she has his or her primary office for a period of not less than ten (10) years; and

(iv)                               is willing to accept engagement as the Neutral Accountant on the terms and conditions of this Agreement.

Purchaser and Seller agree to use their best efforts in good faith to select a Neutral Accountant who is reasonably acceptable to both of them not later than thirty (30) days after the date on which Purchaser timely objects to the Net Working Capital Statement.

Within ten (10) days after the Neutral Accountant is appointed as described above, Purchaser shall promptly forward a copy of the Net Working Capital Statement and a copy of the Closing Date Balance Sheet to the Neutral Accountant, and Seller shall promptly forward a copy of the written objection(s) thereto delivered pursuant to Section 1.5(c) to the Neutral Accountant.  The Neutral Accountant’s role shall be limited to resolving such objections.  The Neutral Accountant shall promptly provide written notice of its resolution of such objections to Purchaser and Seller, and the resulting adjustments shall be deemed finally determined for purposes of Section 1.5(c); provided , however , that in no event will the Neutral Accountant’s calculation of the Net Working Capital be less than the Net Working Capital amount shown in the Net Working Capital Statement nor more than the amount shown in Seller’s notice of objection.  The Neutral Accountant shall be instructed to use reasonable efforts to perform its services within thirty (30) days of submission of the statement(s) and objection(s) to it and, in any case, as soon as practicable after such submission.  If the Neutral Accountant selected as described above is unable or unwilling to act when called upon pursuant to this Section 1.5(d), then Purchaser and

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Seller shall promptly appoint a substitute to act in substitution for the original designee, (or if no substitute is so appointed within fifteen (15) days, then such dispute shall be resolved by a single arbitrator, sitting in Chicago, Illinois, appointed by the American Arbitration Association upon application by either Purchaser or Seller), and, upon acceptance of such appointment such substitute, or arbitrator so appointed, shall for purposes of this Agreement be deemed the Neutral Accountant, as applicable, and the time periods prescribed above in this Section 1.5(d) shall run from the date of such substitute’s or arbitrator’s acceptance of appointment hereunder.  The fees and expenses for the services of the Neutral Accountant and, if applicable, such substitute or arbitrator shall be shared equally by Purchaser and Seller.

ARTICLE II
REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO EACH COMPANY

With respect to each Company, Seller and such Company jointly and severally represent and warrant to Purchaser, as of the date hereof and as of the Closing Date, as follows:

SECTION 2.1                                                                           Organization .  Each Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.  Each Company is duly qualified or licensed to do business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.  Each Company has heretofore made available to Purchaser complete and correct copies of the certificate of incorporation and the by-laws (or similar organizational documents) of such Company as presently in effect.

SECTION 2.2                                                                           Authorization; Validity of Agreement .  Each Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance by each Company of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by its Board of Directors and no other corporate action on the part of such Company is necessary to authorize the execution and delivery by such Company of this Agreement and the consummation by it of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by each Company and, assuming due and valid execution and delivery hereof by the other Parties, is a valid and binding obligation of such Company, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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SECTION 2.3                                                                           Capitalization and Debt .

(a)                                   Capital Stock .  The authorized Capital Stock of AHM consists of 2,000,000 shares of common stock, $0.001 par value per share, of which 100 shares are issued and outstanding.   The authorized Capital Stock of AMS consists of 1,000 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding.  All of the Shares are owned of record by Seller, and no Shares are held in the treasury of either Company.  All of the Shares are duly authorized, validly issued, fully paid and non-assessable and have been issued in accordance with the requirements of the Securities Act of 1933, as amended.  There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of either Company issued and outstanding.  The Shares have not been issued in violation of, and are not subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar rights under any Applicable Law, the certificate of incorporation or by-laws of the applicable Company, any Contract to which such Company is subject, bound or a party or otherwise.  There are not any outstanding warrants, options, calls, pre-emptive rights, subscriptions, “phantom” stock rights or other rights, agreements, arrangements, convertible or exchangeable securities or other Contracts (other than this Agreement) pursuant to which the either Company is or may become obligated to issue, transfer, sell, purchase, return or redeem or cause to be issued, transferred, sold, purchased, returned or redeemed any Capital Stock of such Company.  There is no Capital Stock of either Company reserved for issuance for any purpose.  There are no outstanding contractual obligations of either Company to provide funds or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

(b)                                  Voting Arrangements .  There are no voting trusts or other agreements or understandings to which either Company is a party with respect to the voting of the Capital Stock of such Company.

(c)                                   Subsidiaries .  Neither Company has any subsidiaries.

(d)                                  Investments .  Except as set forth in Section 2.3(d) of the written statement identified as the disclosure schedule to this Agreement and delivered by Seller to Purchaser as part of this Agreement (“ Disclosure Schedule ”), neither Company (i) owns, directly or indirectly, any Capital Stock of any Person, (ii) has any direct or indirect equity or ownership interest in any business, or (iii) is a member of or participant in any partnership, joint venture or similar Person.

(e)                                   Debt .  Section 2.3(e) of the Disclosure Schedule sets forth a true and complete statement of the borrowing limit under all loan commitments (including indentures) of each Company and a true and complete statement of the total amount of the Debt of each Company under such commitments as of January 1, 2008.  Except as set forth in Section 2.3(e) of the Disclosure Schedule, neither Company had any outstanding Debt as of January 1, 2008 and, except for Debt that is to be satisfied out of the Payoff Amount, no Debt or commitment for Debt involving either Company contains, or immediately prior to the Closing will contain, (i) any restriction upon, or any penalty payment, premium, charge, yield maintenance amount or other expense relating to, the prepayment of Debt, (ii) any restriction upon the incurrence of

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Debt or (iii) any restriction upon the ability of either Company to grant any Encumbrance on its properties or assets.

For purposes of this Agreement, “ Debt ” means, with respect to each Company and without duplication:  (1) all liabilities for money borrowed and indebtedness evidenced by notes, debentures, bonds or other similar instruments; (2) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations, all obligations under any title retention agreement (but excluding trade accounts payable arising in the Ordinary Course of Business), and all obligations in respect of earnout payments or contingent payments related to the acquisition of assets or businesses; (3) all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) and (2) above) entered into in the Ordinary Course of Business to the extent such letters of credit are not drawn upon (it being understood that the letters of credit set forth on Annex A to Section 2.14(a) of the Disclosure Schedule are not Debt); (4) all obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet under GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP; (5) the amount of any dividends declared but not yet paid; (6) all obligations of the type referred to in this definition of Debt of other Persons for which such Company is responsible or liable as obligor, guarantor, or otherwise; (7) all obligations of the type referred to in this definition of Debt of other Persons secured by any Encumbrance on any property or asset of such Company (whether or not such obligation is assumed by such Company); and (8) all penalty payments, premiums, charges, yield maintenance amounts and other expenses relating to the prepayment of any obligations of the types referred to in this definition of Debt (assuming such prepayment occurs immediately prior to the Closing on the Closing Date); in all cases as measured as of the close of business on the Closing Date.

(f)                                     Industrial Development Revenue Bonds .

(i)                                      Certain Definitions.

(A)                               “ Authority ” means the Miami-Dade Industrial Development Authority, a public body corporate and politic created and existing under the laws of the State of Florida, particularly Chapter 159, Part III, Florida Statutes.

(B)                                 “ Ground Leases ” means, collectively, (i) the Development Lease Agreement, dated as of June 29, 1998, between Miami-Dade County, Florida, and AHM (f/k/a/ Professional Modification Services, Inc.), as amended by an Amendment to Development Lease Agreement dated as of August 24, 1998, a First Amendment to Lease Agreement dated as of August 3, 1999, and a First Amendment to Development Lease Agreement dated as of December 15, 2004, and (ii) the Lease Agreement, dated as of December 16, 2003, between Miami-Dade County, Florida, and AHM, as supplemented and amended from time to time with the consent of AHM and pursuant to the Loan Agreement and the Indenture.

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(C)                                 “ Indenture ” means the Trust Indenture, dated as of August 1, 1998, between the Authority and SunTrust Bank, Central Florida, National Association, as trustee (the “ Trustee ”), as amended by the First Amendment and Supplement to Trust Indenture, dated as of May 1, 2000, between the same parties.

(D)                                “ Loan Agreement ” means the Loan Agreement, dated as of August 1, 1998, between the Authority and AHM (f/k/a/ Professional Modification Services, Inc.), as amended by the First Amendment and Supplement to Loan Agreement, dated as of May 1, 2000, between the Authority and AHM.

(E)                                  “ Miami-Dade Bonds ” means the $25,000,000 Miami-Dade Industrial Development Authority Variable Rate Demand Bonds (Professional Modification Services Project), Series 1998, issued by the Authority in two tranches in 1998 and 2000.

(F)                                  “ Reimbursement Agreement ” means the Reimbursement Agreement, dated as of October 3, 2005, between AHM and iStar Financial Inc.

(G)                                 “ Reimbursement Obligations ” means the obligations of AHM to iStar Financial Inc. under the Reimbursement Agreement.

(ii)                                   The interest on the Miami-Dade Bonds is excludible from the gross income of their owners for federal income Tax purposes and thus is exempt from federal income Taxes based on gross income, and has been so exempt since the respective dates in 1998 and 2000 on which the Bonds were issued, except for any Miami-Dade Bond for any period in which such Miami-Dade Bond is or was owned by a “substantial user” of the facilities financed by the Miami-Dade Bonds or by a related person to such substantial user. The terms “substantial user” and “related persons” have the meanings used in Section 147(a) of the Code.

(iii)                                Neither AHM nor any of its affiliates has taken any action, or omitted to take any action, the taking or omission of which would cause interest on the Miami-Dade Bonds not to be  excludible from the gross income of their owners for federal income Tax purposes.

(iv)                               Except as described on Section 2.3(f) of the Disclosure Schedule, no event of default on the part of AHM or, to the knowledge of AHM, the other parties thereto exists and is continuing under the Loan Agreement, the Reimbursement Agreement or any of the Ground Leases, and no such event of default has existed since January 1, 2005 which has not been waived in writing. No event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such an event of default.

(v)                                  To the knowledge of each Company and Seller, no event of default exists and is continuing under the Miami-Dade Bonds or the Indenture, and no such event of default has occurred since the Miami-Dade Bonds were issued. No events have occurred and are continuing which, with the passage of time or the giving of notice, or both, would constitute events of default under the Miami-Dade Bonds or the Indenture.

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(vi)                               Neither AHM nor any of its affiliates has received any notice or other communication from the Trustee (as defined in the Loan Agreement), the Internal Revenue Service, the Authority, or the legal or beneficial owner of any Miami-Dade Bond to the effect that (A) the Internal Revenue Service has commenced an audit examination of the tax-exempt status of the Miami-Dade Bonds, (B) the Internal Revenue Service has issued a 30-day letter or other formal written determination which asserts that interest on the Miami-Dade Bonds is not excludible from the gross income of their owners for federal income tax purposes, except for any Miami-Dade Bond for any period in which such Miami-Dade Bond is or was owned by a “substantial user” of the facilities financed by the Miami-Dade Bonds or by a related Person to such substantial user, or (C) bond counsel or tax counsel nationally recognized for expertise in matters pertaining to the exclusion of interest on state and local government bonds from the gross income of their owners for federal income Tax purposes has concluded in writing that interest on the Miami-Dade Bonds is not excludible from the gross income of their owners for federal income Tax purposes.

(vii)                            Neither AHM nor any of its affiliates has received any notice or other communication from the Trustee, the Authority, or the legal or beneficial owner of any Miami-Dade Bond to the effect that (A) any litigation or proceeding has been brought in a state or federal court seeking to contest the validity or enforceability of any of the Ground Leases, the Loan Agreement, the Indenture or the Miami-Dade Bonds, or to enjoin the Authority or the Trustee from making payments due under the Miami-Dade Bonds, (B) the Attorney General of the State of Florida or any attorney for any local Governmental Authority in Florida has brought any litigation or proceeding in a state or federal court seeking to contest the validity or enforceability of any of the Ground Leases, the Loan Agreement, the Indenture or the Miami-Dade Bonds, or to enjoin the Authority or the Trustee from making payments due under the Miami-Dade Bonds.

SECTION 2.4                                                                           Consents and Approvals; No Violations .  Except as disclosed in Section 2.4 of the Disclosure Schedule and except for matters specifically described in this Agreement, neither the execution, delivery or performance of this Agreement by Seller and each Company nor the consummation by Seller and each Company of the transactions contemplated hereby will: (a) violate any provision of the certificate of incorporation, by-laws or other governing instrument of either Company; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any Capital Stock or asset or property of either Company under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, Contract, deed of trust, loan, or other agreement, instrument or obligation to which such Company is a party or by which such Company or any of its properties or assets may be bound; (c) violate any Order, writ, judgment, injunction, decree, law (including common law), statute, rule or regulation applicable to either Company or any of its properties or assets (each, an “ Applicable Law ”); or (d) require on the part of Seller or either Company any filing or registration with, notification to, or consent, approval or authorization (“ Consent ”) of, any Federal, state, local or foreign government, court, or legislative, executive or regulatory authority or agency (a “ Governmental Entity ”); except in the case of clause (b) for violations, breaches or defaults that would not have a Company Material Adverse Effect.

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SECTION 2.5                                                                           Financial Statements; Internal Controls .

(a)                                   Section 2.5 of the Disclosure Schedule contains (i) the audited consolidated balance sheets of Seller and the Companies as of December 31, 2006 and 2005, and the audited consolidated statements of income and cash flows of Seller and the Companies for the years ended December 31, 2006 and 2005, together with the notes to such financial statements  (such balance sheet as of December 31, 2006, is referred to herein as the “ Balance Sheet ”, and December 31, 2006 is referred to herein as the “ Balance Sheet Date ”, and the financial statements described in this clause (i) are collectively referred to herein as the “ Historical Financial Statements ”), and (ii) the unaudited consolidated balance sheet of Seller and the Companies as of September 30, 2007, and the unaudited consolidated statements of income and cash flows of Seller and each Company for the three (3) quarters ended September 30, 2007 (such balance sheet as of September 30, 2007 is referred to herein as the “ Interim Balance Sheet ”, September 30, 2007 is referred to herein as the “ Interim Balance Sheet Date ”, the financial statements described in this clause (ii) are collectively referred to herein as the “ Interim Financial Statements ”, and all of the financial statements described in this sentence are collectively referred to herein as the “ Financial Statements ”).  Each balance sheet (including any related notes) included in the Financial Statements presents fairly in all material respects the financial position of the Companies as of the date thereof, and each income statement (including any related notes) and cash flow statement included in the Financial Statements presents fairly in all material respects the results of operations and cash flow, respectively, of Companies for the period set forth therein, subject, in the case of the Interim Financial Statements, to normal year-end adjustments (which adjustments will not be, individually or in the aggregate, material) and the lack of footnotes and other presentation items.  Each of the Financial Statements has been prepared in accordance with the Historical Policies.  Each of the Historical Financial Statements has been audited by the Companies’ independent public accountants.  The books, records and accounts of each Company are correct and complete in all material respects, represent actual, bona fide transactions and have been maintained in accordance with sound business and accounting practices.

(b)                                  Each Company maintains a system of internal accounting controls sufficient 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 GAAP and to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.

SECTION 2.6                                                                           No Undisclosed Liabilities .  Except as disclosed in Section 2.6 of the Disclosure Schedule and except for liabilities and obligations that are (a) incurred in the ordinary course of business consistent with past practice (the “ Ordinary Course of Business ”) after the Interim Balance Sheet Date and do not exceed $25,000 individually or in the aggregate or (b) disclosed, reflected or reserved for in the Financial Statements, since the Interim Balance Sheet Date, neither Company has incurred any liability or obligation that would be required to be reflected or reserved against in a balance sheet of such Company prepared in accordance with the Historical Policies.

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SECTION 2.7                                                                           Absence of Certain Changes .  Except (a) as disclosed in the Financial Statements, (b) as disclosed in Section 2.7 of the Disclosure Schedule or (c) as expressly permitted by this Agreement, since the Interim Balance Sheet Date, each Company has conducted its business only in the Ordinary Course of Business, and neither Company has experienced any change that, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect.  Except as disclosed in Section 2.7 of the Disclosure Schedule, since the Interim Balance Sheet Date, neither Company has taken any of the actions or permitted to occur any of the events specified in Sections 5.1 or committed to do any of the foregoing.

SECTION 2.8                                                                           Employee Benefit Plans; ERISA .

(a)                                   Section 2.8(a) of the Disclosure Schedule sets forth a list of all employee benefit plans and arrangements maintained or contributed to by each Company or an ERISA Affiliate within the past six years, including employee pension benefit plans, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), employee welfare benefit plans, as defined in Section 3(1) of ERISA, deferred compensation plans, supplemental retirement plans, stock option plans, bonus or profit sharing plans, stock appreciation rights plans, stock purchase plans, medical, hospitalization, life, disability and other insurance plans, severance or termination pay plans and policies, vacation policies, life insurance arrangements, employment agreements, retention agreements, severance agreements and change in control agreements, whether or not described in Section 3(3) of ERISA (collectively, the “ Benefit Plans ”).  Except as set forth in Section 2.8(a) of the Disclosure Schedule, neither Company nor any of their other ERISA Affiliates has maintained or contributed to any employee benefit plans or arrangements other than the Benefit Plans within the past six years.  An “ ERISA Affiliate ” means any entity under “common control” with either Company within the meaning of Section 4001(14) of ERISA.  Each Company has made available to Purchaser copies of all Benefit Plans, including plan documents and all amendments thereto, plan agreements, trust agreements, recordkeeping or service agreements, insurance contracts, summary plan descriptions or summaries thereof if no written plan document or summary plan description is available, IRS determination letters, actuarial reports, audit reports and annual reports on Form 5500 for each of the three most recent plan years.

(b)                                  Except as set forth in Section 2.8(b) of the Disclosure Schedule, with respect to each Benefit Plan: (i) if intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), such plan has received a determination letter (or opinion letter, if applicable) from the Internal Revenue Service stating that the plan as amended for GUST (as defined in Internal Revenue Service Revenue Procedures — 2002-6 and 2000-27) so qualifies and that its trust is exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination that would materially adversely affect such qualification or exempt status; (ii) such Benefit Plan has been timely amended to reflect the Economic Growth and Tax Relief Reconciliation Act of 2001 and any other Applicable Laws for which the remedial amendment period has lapsed; (iii) such Benefit Plan has been administered in all material respects in accordance with its terms and Applicable Law, including ERISA and the Code; (iv) no breaches of fiduciary duty have occurred that are reasonably expected to give rise to liability on the part of either Company; (v) no actions, suit,

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claims or disputes are pending, or, to the knowledge of Seller or either Company, threatened, that could give rise to liability on the part of either Company, Seller, or any of either Company’s ERISA Affiliates other than routine claims for benefits; (vi) no audits, inquiries, reviews, proceedings, claims or demands are pending with any Governmental Entity; (vii) all reports, returns and similar documents required to be filed with any Governmental Entity or distributed to any Benefit Plan participant have been duly and timely filed or distributed; (viii) no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred that would give rise to material liability on the part of either Company, Seller or any of either Company’s ERISA Affiliates; (ix) all contributions to such Benefit Plan, all payments under the Benefit Plans (except those to be made from a trust qualified under Section 401(a) of the Code) and all payments with respect to the Benefit Plans for any period ending before the Closing Date have been paid, and to the extent unpaid, are reflected on the Interim Balance Sheet; and (x) no Benefit Plan is (A) a “Multiemployer Plan” within the meaning of Section 3(37) of ERISA, (B) a “Multiple Employer Plan” within the meaning of Section 413(c) of the Code, or (C) a pension plan subject to Title IV of ERISA or the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code.

(c)                                   With respect to each Benefit Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of either Company or any of its ERISA Affiliates beyond their termination of employment (other than to the extent required by Applicable Law, including Sections 601-609 of ERISA and Section 4980B of the Code).

(d)                                  Except as set forth in Section 2.8(d) of the Disclosure Schedule, none of the Benefit Plans obligates either Company to pay retention, separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement or as a result of a “change in control” (as such term is defined in Section 280G of the Code) and will not accelerate the time of paying or vesting, or increase the amount of compensation, due to any individual, and none of the Benefit Plans otherwise limits or restricts either Company’s ability to terminate the employment of any employee for any reason with no liability.

(e)                                   Each Company maintains and is considered the sponsor of all Benefit Plans with respect to such Company.

SECTION 2.9                                                                           Litigation .

(a)                                   Section 2.9(a) of the Disclosure Schedule sets forth (i) each outstanding injunction, judgment, temporary restraining order, preliminary or permanent injunction or other order, decree, ruling or charge issued by any Governmental Entity that names either Company or is directed to either Company or any of their respective assets (“ Order ”), and (ii) each pending or, to the knowledge of each Company and Seller, threatened investigation, action, or proceeding against either Company or any of their respective assets by or before any Governmental Entity or arbitration panel.  The items listed on Section 2.9(a) of the Disclosure Schedule are not reasonably expected, either individually or in the aggregate, to have a Company Material Adverse Effect.

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(b)                                  Except as disclosed on Section 2.9(b) of the Disclosure Schedule, all claims and other matters required to be disclosed on 2.9(a) of the Disclosure Schedule are covered by insurance policies in full force and effect, and all deductible amounts related thereto and the portion of such deductible that has been satisfied as of January 1, 2008, are also set forth on Section 2.9(b) of the Disclosure Schedule.

SECTION 2.10                                                                     Compliance with Applicable Laws; Permits .

(a)                                   Each Company is, and since January 1, 2005 has been, in compliance in all material respects with all Applicable Laws.  Neither Company has received any written communication from a Governmental Entity that alleges that such Company is not in compliance in any material respect with any Applicable Law, except for any such communication alleging such non-compliance that has been resolved.

(b)                                  Each Company has all licenses, permits, exemptions, consents, waivers, authorizations, rights, certificates of occupancy, franchises, orders or approvals of, and has made all required registrations with, any Governmental Entity that are material to the conduct of the business of, or the intended use of any properties of, such Company (collectively, “ Permits ”).  All of the Permits are valid and in full force and effect in all material respects and, assuming that any Consents with respect thereto as listed on Section 2.4 of the Disclosure Schedule have been obtained, will not be invalidated or otherwise affected by consummation of the transactions contemplated by this Agreement.  No event has occurred that would allow revocation or termination or that would result in the impairment of either Company’s rights with respect to any such Permit, and no proceeding is pending or, to the knowledge of each Company and Seller, threatened, to revoke or limit any Permit.

SECTION 2.11                                                                     Taxes .

(a)                                   Except as set forth in Section 2.11(a) of the Disclosure Schedule, Seller and the Companies have (i) filed (or had filed on their behalf), on a timely basis including proper extensions, all Tax Returns as required to be filed by them, and all such Tax Returns reflect accurately all liability for material Taxes of Seller and the Companies and are true and complete, and (ii) paid all Taxes due and owing by Seller and the Companies for any Pre-Closing Tax Period (whether or not shown on any Tax Return filed by Seller and the Companies).

(b)                                  Except as set forth on Section 2.11(b) of the Disclosure Schedule, (i) no federal, state, local or foreign audits, examinations or other proceedings are pending with regard to any Taxes or Tax Returns of Seller and the Companies, and (ii) Seller and the Companies have not, within the past 12 months, been contacted by, and are not currently corresponding with, any state or local government with respect to their obligation to file Tax Returns or to pay any Taxes.  Seller and the Companies have made available to Purchaser true and complete copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by Seller and the Companies filed or received since January 1, 2003.

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(c)                                   There are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or Tax-related deficiencies against Seller and the Companies.

(d)                                  All Taxes that Seller and the Companies are required by Applicable Law to withhold or collect, including sales and use Taxes and amounts required to be withheld for Taxes of employees, independent contractors, creditors, shareholders or other third Persons have been duly withheld or collected and, to the extent required, have been paid over to the proper Governmental Authority or are held separately or reserved for such purpose.

(e)                                   Neither Company is, nor has it been, a United States real property holding corporation (as defined in Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii).  Neither Company is, nor has it been since January 1, 2003, a party to any Contract that has resulted or could result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code Section 162(m) (or any corresponding provision of state, local or foreign Tax law).  Seller and the Companies have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662.  Except as otherwise disclosed on Section 2.11(e) of the Disclosure Schedule, neither Company has (A) been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Seller) or (B) any liability for the Taxes of any Person (other than such Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.  Each Company is in full compliance with Code Section 409A.

(f)                                     Neither Seller nor either Company is, or within the past five years has been, a party to any Contract under which Seller or such Company has agreed to share Tax liability of any Person.

(g)                                  There are no Liens for Taxes upon the assets of either Company, except Liens for Taxes not yet due and payable and Liens for Taxes that are being contested in good faith.

(h)                                  Neither Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax Period (or portion thereof) ending after the Closing Date as a result of any:

(i)                                      change in method of accounting for a Tax Period ending on or prior to the Closing Date;

(ii)                                   “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date;

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(iii)                                intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law);

(iv)                               installment sale or open transaction disposition made on or prior to the Closing Date; or

(v)                                  prepaid amount received on or prior to the Closing Date.

(i)                                      Neither Seller nor either Company has distributed stock of another Person, nor has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361.

(j)                                      Seller is eligible to make the Section 338(h)(10) Election and any comparable election under state law, in each case with respect to the sale of the Shares pursuant to this Agreement.

(k)                                   “ Taxes ” means any and all taxes, charges, fees, levies or other assessments, including net income, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, service, service use, value added, license, net worth, payroll, franchise, transfer, recording, gross income, alternative or add-on minimum, environmental, goods and services, inventory, capital stock, profits, single business, employment, severance, stamp, unemployment, customs and duties taxes, fees and charges, imposed by any taxing authority (whether domestic or foreign including any state, local or foreign government or any subdivision or taxing agency thereof), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term will include any interest, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments.

(l)                                      “Tax Return” means any return, report, form or similar statement or document (including, without limitation, any related or supporting information or schedule attached thereto and any information return, claim for refund, amended return and declaration of estimated tax) that has been or is required to be filed with any Tax Authority or that has been or is required to be furnished to any Tax Authority in connection with  the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

SECTION 2.12                                                                     Real Property .

(a)                                   Neither Company owns an interest in any real property.

(b)                                  Section 2.12(b) of the Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by either Company (the “ Leased Real Property ”). Each Company has made available to Purchaser true and complete copies of the Ground Leases, which are all of the leases and subleases related to the Leased Real Property.  The Ground Leases are in full force and effect and are valid and enforceable in accordance with their terms.  Each Company has good and valid title, leaseholds or rights to the leasehold estates

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in its Leased Real Property. There are no leases, subleases, licenses or other agreements under which either Company uses or occupies or has the right to use or occupy, now or in the future, any real property other than the Ground Leases.

(c)                                   All of the land, buildings, structures and other improvements used by either Company in the conduct of its business are included in the Leased Real Property.

(d)                                  Except as otherwise set forth in Section 2.12(d) of the Disclosure Schedule, (i) each Company has performed all material obligations required to have been performed by it under each Ground Lease, and (ii) neither Company has received any written notice that it is in breach or default under any Ground Lease that has not been waived or for which a cure has not been accepted in writing.

(e)                                   No event has occurred and no condition or circumstance exists that, with the lapse of time or the giving of notice or both, would constitute a default by either Company under any Ground Lease or, to the knowledge of Seller and each Company, the landlord or any other party thereto.  No written notice of any such event, condition or circumstance has been received or issued by either Company with respect to any Ground Lease that has not been waived or a for which a cure has not been accepted in writing.

(f)                                     Each landlord under a Ground Lease has satisfied all of the delivery, build-out and construction requirements under such Ground Lease.

(g)                                  Neither Company has received notice of an intent to terminate any Ground Lease from any landlord or any other party to any Ground Lease.

(h)                                  No Ground Lease has been assigned, no portion of any Leased Real Property has been subleased, and each Company is currently in occupancy of all of its Leased Real Property.  Each Company has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to operate its Leased Real Property in the manner in which the Leased Real Property is currently being used and operated, other than any such instruments that are normally obtained by a lessor of real property.

(i)                                      The buildings, structures, fixtures, equipment, building mechanical systems (including electrical, heating and air conditioning systems) and other improvements in, on or within the Leased Real Property are in good operating condition and repair in all material respects, subject to reasonable wear and tear and continued repair and replacement in accordance with reasonable and customary business practice.  There are no deferred maintenance, repairs or unrepaired defects in the structural components of such buildings and building mechanical systems located thereon or therein that could materially impair the value or use of the Leased Real Property.

(j)                                      Neither Company has received written notice of, and there is not pending or, to the knowledge of Seller and each Company, threatened or contemplated, any condemnation proceeding affecting any Leased Real Property or any part thereof, or any sale or other disposition of any Leased Real Property or any part thereof in lieu of condemnation.  The

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Leased Real Property has not suffered any material damage by fire or other casualty that has not heretofore been completely repaired and restored.

(k)                                   To the knowledge of Seller and each Company, none of the buildings or other improvements on any Leased Real Property encroaches upon any adjoining property;

(l)                                      Since January 1, 2007, neither Company has received notice of a proposed increase in real estate tax assessments for any Leased Real Property.

SECTION 2.13                                                                     Intellectual Property .

(a)                                   Except as set forth on Section 2.13(a) of the Disclosure Schedule, each Company owns, or has sufficient license to use, all inventions, improvements, patents, utility models, designs, trade names, trade dress, trade secrets, trademarks, service marks, copyrights, domain names, know-how, software, databases and other proprietary rights (including all grants, registrations or applications therefor), and all goodwill associated therewith, relating to such Company or necessary for the conduct of such Company’s operations as currently conducted (collectively, “ Intellectual Property ”), and the consummation of the transactions contemplated hereby will not conflict with, alter or impair any such rights.  Section 2.13(a) of the Disclosure Schedule sets forth a correct and complete list of all letters patent, patent applications, utility models, utility model applications, trade names, unregistered trademarks and service marks, trademark and service mark registrations and applications, copyright registrations and applications, and domain names, in all cases both domestic and foreign, owned by either Company and included in the Intellectual Property.  With respect to registered Intellectual Property, Section 2.13(a) of the Disclosure Schedule sets forth a list of all jurisdictions in which such items are registered or applied for and all registration and application numbers.  Each Company is the owner of record of any application, registration or grant for each item of Intellectual Property of such Company listed in Section 2.13(a) of the Disclosure Schedule and has properly executed and recorded all documents necessary to perfect its title to all such Intellectual Property.  Each Company has filed all documents and paid all Taxes, fees, and other financial obligations required to maintain in force and effect until the Closing all Intellectual Property of such Company listed in Section 2.13(a) of the Disclosure Schedule.  To the knowledge of each Company and Seller, each item of Intellectual Property set forth in Section 2.12(a) of the Disclosure Schedule is valid and enforceable.

(b)                                  Except as set forth in Section 2.14(a) of the Disclosure Schedule, neither Company has granted any options, licenses, consents, settlements or agreements of any kind relating to the Intellectual Property or the marketing or distribution thereof, except nonexclusive licenses to distributors and end-users in the Ordinary Course of Business.  Neither Company is bound by or a party to any options, licenses or agreements of any kind relating to the intellectual property of any other Person, except for Desktop Software or as set forth in Section 2.14(a) of the Disclosure Schedule.  Subject to the rights of third parties set forth in Section 2.14(a) of the Disclosure Schedule, all Intellectual Property listed in Section 2.14(a) of the Disclosure Schedule, and any other Intellectual Property owned by either Company, is free and clear of all Encumbrances other than Permitted Encumbrances.  The conduct of the business of each Company as presently conducted, and each of the products sold or services provided by such

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Company in connection therewith, do not violate, conflict with or infringe the intellectual property rights of any other Person.  To the knowledge of each Company and Seller, neither the conduct of any other Person’s business, nor the nature of any of the products it sells or services it provides, infringes upon or is inconsistent with any Intellectual Property.

(c)                                   No claims are pending, or to the knowledge of each Company and Seller, threatened, against either Company by any Person with respect to the ownership, validity, enforceability, effectiveness or use of any Intellectual Property.  Since January 1, 2000, neither Company has received any communication alleging that such Company has violated any rights relating to the intellectual property of any Person.

(d)                                  Each Company has taken all commercially reasonable steps required in accordance with sound business practice to establish policies and procedures requiring employees and agents to maintain the confidentiality of non-public information relating to the Intellectual Property, including the inventions, trade secrets, know how and other proprietary rights of such Company and its affiliates, and to appropriately restrict the use thereof.  Neither Company has made any such confidential information available to any Person other than employees of such Company or its affiliates, except pursuant to the written agreements set forth on Section 2.14(a)(xv) of the Disclosure Schedule.  To the knowledge of each Company and Seller, neither Company is making unauthorized use of any confidential information or trade secrets of any Person, including any former employer of any past or present employee of either Company.  To the knowledge of each Company and Seller, there has been no misappropriation of any material trade secrets or other material confidential or proprietary Intellectual Property of either Company by any Person.

(e)                                   Each Company owns, or has sufficient license to use, all computer software, including source code, operating systems, data, databases, files, documentation and other materials related thereto, that is used in or necessary for the conduct of such Company’s business as currently conducted (“ Computer Software ”), and the consummation of the transactions contemplated hereby will not conflict with, alter or impair any such rights or require the payment of any additional fees or amounts.  Section 2.13(e) of the Disclosure Schedule sets forth a list of all material Computer Software (excluding Desktop Software).  Each Company has made available to Purchaser true and complete copies of all Contracts under which such Company has the right to use Computer Software (other than Desktop Software).

(f)                                     Any Intellectual Property that has been created by an independent contractor or third party for either Company, other than Intellectual property owned by third parties and licensed pursuant to any Contracts set forth on Section 2.13(b) of the Disclosure Schedule, is the subject of a proper written assignment and or work-made-for-hire agreement reflecting that one or the other Company is the owner of such Intellectual Property.

(g)                                  “ Desktop Software ” means any third-party office productivity Computer Software that is licensed for use on desktop or laptop “PC-class” computers or related local area network servers other than by a written agreement executed by the licensee.  Desktop Software includes software licensed by shrink wrap or click wrap licenses, the Microsoft Windows class

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of operating system software and Microsoft Office or similar office productivity software (including individual programs contained therein).

SECTION 2.14                                                                     Contracts .

(a)                                   Section 2.14(a) of the Disclosure Schedule sets forth all of the following Contracts to which either Company is a party or by which it is bound:

(i)                                      any consulting or employment agreement (other than “at-will” employment agreements that may be terminated without liability to such Company);

(ii)                                   any employee collective bargaining agreement or other Contract with any labor union, organization or association;

(iii)                                any covenant of such Company not to compete or other covenant restricting the development, manufacture, marketing or distribution of the products and services of such Company;

(iv)                               any Contract with (A) Seller or any affiliate of such Company or (B) any current or former officer, director or employee of such Company, Seller or any affiliate of such Company (other than employment agreements covered by clause (i) above), including any loans made to any of such Persons;

(v)                                  any Contract with any Governmental Entity;

(vi)                               any lease, sublease or similar Contract with any Person (other than the other Company) under which such Company is a lessor or sublessor of, or makes available for use to any Person (other than the other Company), any Leased Real Property or any portion of any premises otherwise occupied by such Company;

(vii)                            any lease or similar Contract with any Person (other than the other Company) under which (A) such Company is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) such Company is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by such Company, in any such case that has an aggregate future liability or receivable, as the case may be, in excess of $50,000 per year and is not terminable by such Company by notice of not more than sixty (60) days without payment or penalty;

(viii)                         any license, option or other Contract relating in whole or in part to the Intellectual Property (including any license or other agreement under which such Company is licensee or licensor of any such Intellectual Property), other than Desktop Software;

(ix)                                 any Contract under which such Company has borrowed any money from, established a line of credit with, or issued any note, bond, debenture or other evidence of indebtedness to, any Person (other than the other Company) or any other note, bond, debenture or other evidence of indebtedness issued to any Person (other than the other Company);

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(x)                                    any Contract under which (A) any Person (including the other Company) has directly or indirectly guaranteed indebtedness, liabilities or obligations of such Company or (B) such Company has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person (in each case other than endorsements for the purpose of collection in the Ordinary Course of Business);

(xi)                                 any Contract for any joint venture, partnership or similar agreement;

(xii)                              any Contract granting an Encumbrance upon any assets or properties of such Company;

(xiii)                           any Contract providing for indemnification of any Person (other than such Company) with respect to liabilities relating to any current or former business of such Company or any predecessor Person (other than Contracts that do not relate primarily to indemnification obligations, but contain customary indemnification provisions incidental to such Contracts);

(xiv)                          any power of attorney (other than powers of attorney that (A) are included in any of the other Contracts listed in Section 2.14(a) of the Disclosure Schedule and (B) permit the other parties thereto to enforce their rights thereunder);

(xv)                             any confidentiality agreement (other than (A) Contracts that do not relate primarily to confidentiality or non-disclosure obligations, but contain customary provisions incidental to such Contracts and (B) customary Contracts entered into in the Ordinary Course of Business that impose confidentiality and non-disclosure obligations on parties to any such Contract other than such Company);

(xvi)                          any Contract (excluding purchase orders entered into in the Ordinary Course of Business) involving payment by such Company for products or services of more than $50,000 or which has a term of more than one year from the date hereof (unless terminable without penalty upon no more than 60 days’ notice);

(xvii)                       any Contract (excluding sales orders entered into in the Ordinary Course of Business) involving the obligation of such Company to deliver products or services for payment of more than $50,000 or which has a term of more than one year from the date hereof (unless terminable without penalty upon no more than 60 days’ notice);

(xviii)                    any Contract for the sale of any asset or property of such Company (other than Inventory sales in the Ordinary Course of Business) or the grant of any preferential rights to purchase any assets or property of such Company or requiring the Consent of any party to the transfer thereof;

(xix)                            any currency exchange, interest rate exchange, commodity exchange or similar Contract;

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(xx)                               any Contract providing for the services of any dealer, distributor, sales representative, franchisee or similar representative involving the payment or receipt by such Company over the life of such Contract in excess of $50,000;

(xxi)                            any other Contract to which such Company is a party or by or to which it or any of its assets or business is bound or subject to that has an aggregate future liability to any Person in excess of $50,000 and is not terminable by such Company by notice of not more than sixty (60) days without payment or penalty; or

(xxii)                         any Contract other than as set forth above to which such Company is a party or by which it or any of its assets or business is bound or subject to that is material to such Company.

(b)                                  Except as set forth in Section 2.14(b) of the Disclosure Schedule, all Contracts required to be listed in the Disclosure Schedule (which, for purposes of this Section 2.14(b) only, includes all purchase orders and sales orders that are excluded from Section 2.14(a)(xvi) or Section 2.14(a)(xvii) by virtue of the first parenthetical in such respective section) are in full force and effect and are enforceable against the applicable Company and, to the knowledge of each Company and Seller, the other parties thereto in accordance with their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.  Except as set forth in Section 2.14(b) of the Disclosure Schedule, the applicable Company has performed in all material respects all obligations required to be performed by it to date under the Contracts required to be listed in the Disclosure Schedule, and such Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder and, to the knowledge of each Company and Seller, no other party to any of the Contracts required to be listed in the Disclosure Schedule is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder.  Neither Company has received any notice of the intention of any party to terminate any Contract required to be listed in any Disclosure Schedule.  Complete and correct copies of all Contracts required to be listed in the Disclosure Schedule, together with all modifications and amendments thereto, have been made available to Purchaser.

(c)                                   Assuming that the Consents listed on Section 2.4 of the Disclosure Schedule have been obtained, no Consent of the other party or parties to any Contracts required to be listed in the Disclosure Schedule must be obtained by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the termination of such Contract, a breach, violation, default or penalty payment thereunder or any other change or modification to the terms thereof.

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SECTION 2.15                                                                     Title and Sufficiency of Assets .

(a)                                   Each Company has good and valid title to, or a valid leasehold interest in, all tangible and intangible assets of such Company,