STOCK PURCHASE AGREEMENT

EXECUTION VERSION

Exhibit 10.1

STOCK PURCHASE AGREEMENT

by and among

BLOCK FINANCIAL LLC,

AMERIPRISE FINANCIAL, INC.

and

H&R BLOCK, INC.

dated as of August 12, 2008

TABLE OF CONTENTS

EXHIBITS

Exhibit A Applicable Amount Schedule
Exhibit B Schedule of Aggregate Gross Dealer Concessions and Investment Advisory Fees
Exhibit C Form of Transition Services Agreement
Exhibit D Form of Mutual Release
Exhibit E Forms of Client Investment Advisory Contract Notice
Exhibit F Forms of Client Broker-Dealer Notice
Exhibit G Bank Deposit Agreement Term Sheet
Exhibit H Tax Collaboration Agreement Term Sheet
Exhibit I Shared Field Locations Agreement Term Sheet

STOCK PURCHASE AGREEMENT

          This STOCK PURCHASE AGREEMENT, dated as of August 12, 2008 (this “ Agreement ”), is by and among Block Financial LLC, a Delaware limited liability company (“ Seller ”), Ameriprise Financial, Inc., a Delaware corporation (“ Purchaser ”), and H&R Block, Inc., a Missouri corporation (“ Parent ”).

          WHEREAS, Seller owns all of the issued and outstanding shares of the common stock, par value $0.10 per share (collectively, the “ Shares ”), of HRB Financial Corporation, a Michigan corporation (the “ Company ”); and

          WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Shares.

          NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS AND TERMS

          Section 1.1 Definitions . The following terms, as used in this Agreement, shall have the following meanings:

     “ Action ” means any civil, criminal or administrative claim, action, suit, proceeding, arbitration or investigation by or before any Governmental Authority, Self-Regulatory Organization or any other Person acting on behalf of a Governmental Authority or Self-Regulatory Organization.

     “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “ control ” (including the correlative meanings of the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to (a) vote fifty percent (50%) or more of the securities having ordinary voting power for the election of directors or Persons with similar powers and duties, or (b) direct or cause the direction of the management and policies of such Person, whether by Contract or otherwise.

     “ Applicable Amount ” as of any date means (a) the excess (or deficit if negative) of current assets of the Company over current liabilities of the Company as of such date calculated in accordance with GAAP to the extent applicable and using the same data sources, accounting principles, practices, methodologies and policies used in the preparation of the Company Most Recent Balance Sheet, adjusted for columns B and C of the Applicable Amount Schedule (it being understood that, subject to the following proviso, all current and non-current deferred Tax assets and current deferred Tax

liabilities, to the extent consistent with the data sources, accounting principles, practices, methodologies and policies used in the preparation of the Company Most Recent Balance Sheet, shall be included for purposes of the calculation set forth in this clause (a); provided that the aggregate amount of current and non-current deferred Tax assets, net of current deferred Tax liabilities, that shall be taken into account for purposes of the calculation set forth in this clause (a) shall not exceed $22,400,000 and any amount in excess thereof shall be ignored for purposes of such calculation) minus (b) the Retention Adjustment Amount.

     “ Applicable Amount Schedule ” means the Schedule of the Applicable Amount attached as Exhibit A , using the same data sources, accounting principles, practices, methodologies and policies used in the calculation of the Target Applicable Amount (without giving effect to the proviso set forth in clause (a) of the definition of Applicable Amount).

     “ Business Day ” means a day ending at 11:59 p.m. (Eastern Time), other than a Saturday, a Sunday or other day on which commercial banks in The City of New York are authorized or required by Law or executive order to close.

     “ Client Investment Advisory Contract ” means a Contract, pursuant to which the Company or any of its Subsidiaries renders investment advisory or sub-advisory services to any client of the Company or any of its Subsidiaries.

     “ Closing Statement ” means a statement of the Applicable Amount as of the end of the Business Day immediately prior to the Closing, prepared using the same data sources, accounting principles, practices, methodologies and policies as those utilized in the calculation of the Target Applicable Amount and the preparation of the Applicable Amount Schedule (except that the proviso set forth in clause (a) of the definition of Applicable Amount shall apply).

     “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and the rules and regulations promulgated thereunder.

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

     “ Company Books and Records ” means all books, records, ledgers, reports, plans and files related to the conduct of the businesses of the Company and its Subsidiaries in paper, electronic or other forms that are maintained by the Company or any of its Subsidiaries.

     “ Company Employee ” means an individual who is, immediately before the Closing, actively employed (whether full-time or part-time) by the Company or any of its Subsidiaries, including any employee classified as an active employee or on leave of absence who is on short-term disability leave or other authorized leaves of absence (including sick leave, military leave with reemployment rights under U.S. federal Law and leave under the Family and Medical Leave Act of 1993).

     “ Company Governmental Authorizations ” means the Governmental Authorizations that are necessary to conduct the respective businesses of the Company and its Subsidiaries as presently conducted and to permit the Company and its Subsidiaries to own or lease all of their respective properties.

     “ Company IT Systems ” means the Company’s and its Subsidiaries’ computers, software, hardware, servers and all other information technology equipment and all documentation related to the foregoing.

     “ Company Licensed Intellectual Property ” means all Intellectual Property that the Company or any of its Subsidiaries is licensed to use in the conduct of their respective businesses as presently conducted pursuant to a Contract to which the Company or any of its Subsidiaries is a party.

     “ Company Ordinary Course of Business ” means actions and omissions that are (a) taken in the ordinary course of the normal, day-to-day operations of the Company and its Subsidiaries, as applicable, and (b) consistent with the past practice of the Company and its Subsidiaries, as applicable.

     “ Company Owned Intellectual Property ” means all Intellectual Property owned by the Company or any of its Subsidiaries that is used in the conduct of the respective businesses of the Company or any of its Subsidiaries as presently conducted.

     “ Company Self-Regulatory Organization Authorizations ” means the Self-Regulatory Organization Authorizations that are necessary to conduct the respective businesses of the Company and its Subsidiaries as presently conducted.

     “ Confidentiality Agreement ” means the Reciprocal Non-Use and Non-Disclosure Agreement, dated as of November 13, 2007, as amended as of May 6, 2008, between Parent and Purchaser.

     “ Contract ” means any contract, agreement, license, note, mortgage, indenture, commitment or other binding agreement, whether written or oral.

     “ Controlled Group Liability ” means any and all liabilities under (a) Title IV of ERISA, (b) Section 302 of ERISA, (c) Sections 412 and 4971 of the Code, and (d) the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

     “ Covered Representatives ” means the registered representatives and investment advisory representatives who were affiliated with the Company or any of its Subsidiaries as of the date of this Agreement and who (a) continue to be affiliated with the Company or any of its Subsidiaries as of the Closing Date, and (b) have not, prior to the Closing Date, notified Seller or Purchaser or any of their respective Affiliates of their intention to cease their association with the Company and its Subsidiaries subsequent to the Closing Date.

     “ Derivative Contract ” means a Contract with respect to any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, emissions allowances, renewable energy credits, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions on any indexes, any other similar transaction (including any option with respect to any of these transactions) or a combination of any of these transactions, or any debt or equity instruments evidencing any such transactions, and any credit support, collateral or other similar arrangements related to such transactions.

     “ Environmental Law ” means any federal, state, local or foreign Law, code, license, permit, order, decree or injunction, judgment, injunction, requirement or agreement with any Governmental Authority relating to (a) the protection, preservation or restoration of the environment (including air, water, soil, vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resources), or (b) exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as amended from time to time.

     “ Environmental Liabilities ” with respect to any Person, means any and all liabilities of or incurred by such Person or any of its Subsidiaries (including any entity which is, in whole or in part, a predecessor of such Person or any of such Subsidiaries), whether vested or unvested, contingent or fixed, including contractual, which (a) arise under applicable Environmental Laws or with respect to Hazardous Substances and (b) relate to actions occurring or conditions existing on or prior to the Closing Date.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

     “ ERISA Affiliate ” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

     “ Excepted Entities ” has the meaning set forth in the definition of “Seller Restricted Activities.”

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

     “ Excluded Taxes ” means, without duplication, any liability, obligation or commitment, whether or not assessed or currently due and payable, for (a) all Taxes imposed on, or payable by, the Company or any of its Subsidiaries for any Pre-Closing Tax Period (including any Pre-Closing Straddle Period); (b) Taxes for which the Company or any of its Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of foreign, state or local Law) by reason of the Company or any

of its Subsidiaries having been included in any consolidated, affiliated, combined or unitary group (other than the Company and its Subsidiaries) at any time before the Closing Date, or as transferee or successor; (c) any Taxes resulting from any breach of or inaccuracy of any representation or warranty contained in Section 3.9(g) or (j) (disregarding any materiality or “Material Adverse Effect” qualification contained therein); (d) any obligation or other liability of the Company or any of its Subsidiaries to indemnify any other Person in respect of Taxes pursuant to a Contract to which the Company or any of its Subsidiaries is a party or to pay any other Person an amount in respect of Taxes pursuant to any Tax sharing or Tax allocation agreement to which the Company or any of its Subsidiaries is a party, other than, in each case, any such obligation, liability or payment pursuant to any Contract or any Tax sharing or Tax allocation agreement entered into by the Company or any of its Subsidiaries after the Closing; (e) any Taxes resulting from any extraordinary transaction taken outside the Company Ordinary Course of Business undertaken by Seller, Parent, the Company or any of its Subsidiaries in anticipation of the sale of the Shares pursuant thereto, including any transaction contemplated by Section 5.7 or Section 6.7(b); and (f) Transfer Taxes required to be borne by Seller pursuant to Section 6.5.

     “ Final Tax Determination ” means (a) a closing agreement, settlement agreement or similar agreement settling a Tax proceeding entered into among Seller, the Company and the IRS, or (b) a final non-appealable order or judgment rendered by a court of competent jurisdiction concluding a Tax proceeding.

     “ FINRA ” means the Financial Industry Regulatory Authority (or its predecessor entities, the National Association of Securities Dealers, Inc. or NYSE Regulation LLC, as applicable).

     “ GAAP ” means the United States generally accepted accounting principles.

     “ Governmental Authority ” means any federal, state, local or foreign governmental or regulatory authority, agency or commission, court or other legislative, executive or judicial governmental entity.

     “ Governmental Authorizations ” means any license, permit, certificate, approval, consent, registration, variance, exemption or other authorization issued by or obtained from a Governmental Authority.

     “ Governmental Order ” means any order, writ, judgment, injunction, subpoena, indictment, decree, stipulation, determination or award entered by or with a Governmental Authority.

     “ Hazardous Substance ” means any substance listed, defined, designated or classified as hazardous, toxic or radioactive under any applicable Environmental Law, including petroleum and any derivative or by-product of petroleum.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “ Indebtedness ” means (a) liabilities for borrowed money, whether secured or unsecured, and obligations evidenced by bonds, debentures, notes or similar debt instruments, (b) liabilities for deferred purchase price of any property, (c) liabilities in respect of any lease of (or other arrangements conveying the right to use) real or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under GAAP as capital leases, (d) obligations under Derivative Contracts (valued at the termination value thereof) and any interest rate agreements and currency agreements, and (e) liabilities for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of a type described in the foregoing clause (a), (b), (c) or (d) to the extent of the obligation secured.

     “ Indemnified Party ” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

     “ Indemnifying Party ” means Parent and Seller (jointly and severally) for the purpose of Section 9.2 and Purchaser for the purpose of Section 9.3, as the case may be.

     “ Intellectual Property ” means all (a) trademarks, service marks, brand names, corporate names, d/b/a’s, domain names, logos, symbols, trade dress, trade names, other indicia of origin and all goodwill associated therewith and symbolized thereby, in any jurisdiction (collectively, “ Trademarks ”), (b) inventions, discoveries and patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions and reissues thereof, in any jurisdiction, (c) trade secrets, confidential information and know-how (collectively, “ Trade Secrets ”), (d) works of authorship (including source code, databases and other compilations of information), and copyrights therein and thereto, in any jurisdiction, and (e) any other intellectual property or proprietary rights, in each case to the extent entitled to legal protection as such.

     “ Intercompany Indebtedness ” means all Indebtedness owed by, or to, the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Affiliates (other than the Company and its Subsidiaries), on the other hand, including Intercompany Payables and Intercompany Receivables.

     “ Intercompany Payables ” means all account, note or loan payables recorded on the books of the Company or any of its Subsidiaries for goods or services purchased by or provided to the Company or any of its Subsidiaries by, or advances (cash or otherwise) or any other extensions of credit to the Company or any of its Subsidiaries by, Parent or any of its Affiliates (other than the Company and its Subsidiaries).

     “ Intercompany Receivables ” means all account, note or loan receivables recorded on the books of the Company or any of its Subsidiaries for goods or services sold or provided by the Company or its Subsidiaries to, or advances (cash or otherwise) or any other extensions of credit made by the Company or any of its Subsidiaries to, Parent or any of its Affiliates (other than the Company and its Subsidiaries).

     “ Investment Advisers Act ” means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder.

     “ Investment Company Act ” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

     “ IRS ” means the United States Internal Revenue Service.

     “ Knowledge ” means the actual knowledge, after reasonable due inquiry, of (a) with respect to Seller, any Person listed in Section 1.1(a) of the Seller Disclosure Schedule, and (b) with respect to Purchaser, any executive officer of Purchaser.

     “ Law ” means any federal, state, local or foreign (a) statute, code, ordinance, rule or regulation of any Governmental Authority, (b) rule or regulation of any Self-Regulatory Organization, and (c) common law or rule of law.

     “ Liability ” means any and all debts, liabilities and obligations, whether fixed, contingent or absolute, matured or unmatured, accrued or not accrued, determined or determinable, secured or unsecured, disputed or undisputed.

     “ Lien ” means any lien, pledge, charge, encumbrance, security interest, mortgage, easement or other restriction on transfers of any asset or property.

     “ Losses ” means losses, damages, claims, fees, fines, costs and expenses, interest, awards, settlements, Liabilities, recourses, judgments and penalties (including reasonable attorneys’ fees).

     “ Material Adverse Effect ” with respect to the Company or Purchaser, as the case may be, means any change, event, development, condition, occurrence or effect that is or is reasonably likely to be material and adverse to the financial condition, businesses or results of operations of the Company and its Subsidiaries, or Purchaser and its Subsidiaries, as the case may be, taken as a whole; provided , however , that none of the following, in and of itself or themselves, shall constitute or be taken into account in determining whether there has been or is a Material Adverse Effect with respect to the Company or any of its Subsidiaries: (a) any changes in prevailing interest rates or in the economy or financial markets generally in the United States (including trading levels in any capital market); (b) any events, conditions or trends in economic, business or financial conditions generally affecting the broker-dealer, investment advisory, investment management or investment company sector specifically; (c) any changes or developments in any political conditions in the United States, including acts of war (whether or not declared), armed hostilities and terrorism; (d) any changes that result from natural disasters or “acts of God”; (e) any changes in (x) any Law (including any interpretation or enforcement thereof by any Governmental Authority or Self-Regulatory Organization) or (y) GAAP or regulatory accounting requirements applicable to U.S. banking, brokerage or financial services organizations generally; (f) any failure of the financial or operating performance of the Company and its Subsidiaries, taken as a whole, to meet any internal projections or budgets or any estimates of revenues or earnings for any period of time prior to, on or after the date of this Agreement, provided

that the underlying cause of any failure by the Company and its Subsidiaries to meet any internal projections or budgets or any estimates of revenues or earnings and its impact on the financial condition, businesses or results of operations of the Company and its Subsidiaries, taken as a whole, may be considered in determining whether there has been a Material Adverse Effect; (g) a decline in the price of Parent’s common stock traded on the New York Stock Exchange, provided that the underlying cause of any decline in the price of Parent’s common stock and its impact on the financial condition, businesses or results of operations of the Company and its Subsidiaries, taken as a whole, may be considered in determining whether there has been a Material Adverse Effect; (h) any effects or conditions proximately caused by or resulting from any action taken or omitted to be taken that (x) is required to be taken or omitted by Seller or any of its Affiliates under this Agreement or (y) is by or at the written request or with the written consent of Purchaser; and (i) any effects or conditions proximately caused by or resulting from the announcement or performance of this Agreement, the pendency of the transactions contemplated by this Agreement or the identity of Purchaser or any of its Affiliates; provided , however , that such matters in the case of clauses (a), (b), (c), (d) and (e) shall be taken into account in determining whether there has been or is a “Material Adverse Effect” to the extent of any disproportionate impact on the Company and its Subsidiaries, or Purchaser and its Subsidiaries, as the case may be, taken as a whole, relative to other participants operating in the same industries and geographic markets as the Company and its Subsidiaries, or Purchaser and its Subsidiaries, as the case may be.

     “ Organizational Documents ” means a Person’s charter, articles of organization, certificate of incorporation, certificate of formation, limited liability company agreement, partnership agreement, by-laws or other similar organizational documents, as applicable.

     “ Pending Federal Tax Matter ” means the IRS audits listed in Section 3.9 of the Seller Disclosure Schedule.

     “ Permitted Liens ” means (a) Liens reflected or reserved against or otherwise disclosed in the Company Financial Statements; (b) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’ or repairmen’s Liens or other similar common law or statutory Liens arising out of or incurred in the Company Ordinary Course of Business; (c) Liens for Taxes, assessments and other governmental charges that are not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings and for which there are adequate reserves as reflected, in accordance with GAAP, on the Company Financial Statements; (d) Liens under repurchase or similar arrangements with respect to securities or other investments or pledges of securities or other investments to secure obligations as is required or necessary in the Company Ordinary Course of Business; (e) Contracts or arrangements relating to Intellectual Property entered into in the Company Ordinary Course of Business; (f) Liens that do not and would not, individually or in the aggregate, materially detract from the value, marketability and usefulness of, or interfere with any current use of, properties or assets, or materially impair the operations of the Company and its Subsidiaries in the Company Ordinary Course of Business; (g) Liens created or caused by or approved in writing by Purchaser; and (h) with respect to the Company Real Property, (i) easements, quasi-easements, survey exceptions, leases, subleases, licenses, covenants, rights-of-way,

rights of re-entry or other similar restrictions, including any other agreements, conditions or restrictions that would be shown by a current title report or other similar report or listing, (ii) any conditions that are shown on any survey previously made available to Purchaser, (iii) zoning, building, entitlement, subdivision or other similar requirements or restrictions imposed by any Governmental Authority or property owners association having jurisdiction thereon or otherwise are typical for the applicable property type and locality, (iv) rights, easements or franchises for electricity, water, sanitary sewer, steam, surface water drainage, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon any of the Company Real Property imposed by any Governmental Authority or utility company having jurisdiction thereon or otherwise are typical for the applicable property type and locality, and (v) leases or other occupancy agreements, pursuant to which third parties (other than Seller or any of its Affiliates) occupy a portion of the Company Owned Real Property, provided that copies of such leases and agreements have been made available to Purchaser prior to the date hereof.

     “ Person ” means an individual, bank, savings association, credit union, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, association, trust, unincorporated organization, Governmental Authority, Self-Regulatory Organization or other entity of any kind or nature.

     “ Post-Closing Straddle Period ” means the portion of any Straddle Period beginning after the Closing Date.

     “ Post-Closing Tax Period ” means any taxable period beginning after the Closing Date.

     “ Pre-Closing Straddle Period ” means the portion of any Straddle Period ending on the Closing Date.

     “ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date.

     “ Preliminary Statement ” means a statement setting forth Seller’s good faith estimate of the Applicable Amount as of the end of the Business Day immediately prior to the Closing, prepared using the same data sources, accounting principles, practices, methodologies and policies used in the preparation of the Target Applicable Amount and the preparation of the Applicable Amount Schedule (except that the proviso set forth in clause (a) of the definition of Applicable Amount shall apply).

     “ Prime Rate ” shall mean the average of the daily Prime Rate (expressed as a rate per annum) published in The Wall Street Journal for each of the days in the applicable period.

     “ Purchaser Disclosure Schedule ” means the disclosure schedule delivered by Purchaser to Seller prior to the execution and delivery of this Agreement.

     “ Retention Adjustment Amount ” means (a) if the Retention Ratio is greater than or equal to 0.90, zero, or (b) if the Retention Ratio is less than 0.90, the product of (i) 0.90 minus the Retention Ratio multiplied by (ii) $315,000,000.

     “ Retention Ratio ” means the quotient of (a) the aggregate gross dealer concessions and investment advisory fees (calculated based on the same data sources, principles and methodologies as used in the Schedule of Aggregate Gross Dealer Concessions and Investment Advisory Fees set forth in Exhibit B , which Exhibit shall be provided by Parent to Purchaser no later than August 15, 2008 and shall be prepared using the same data sources and methodologies as used in the preparation of such schedule dated as of June 30, 2008 and provided to Purchaser prior to the date of this Agreement) generated in the twelve (12) months prior to August 1, 2008 by the Covered Representatives ( provided that, with respect to any Covered Representatives who became affiliated with the Company or any of its Subsidiaries within the twelve (12) months prior to the date of this Agreement, the amount generated by such Covered Representatives within the twelve (12) months prior to August 1, 2008 shall be annualized on a straight-line basis and included in this sum) divided by (b) the aggregate gross dealer concessions and investment advisory fees (calculated based on the same data sources, principles and methodologies as used in the Schedule of Aggregate Gross Dealer Concessions and Investment Advisory Fees set forth in Exhibit B with the historic actual amounts reconciled to the Company’s general ledger) generated in the twelve (12) months prior to August 1, 2008 by all registered representatives and investment advisory representatives who were affiliated with the Company or any of its Subsidiaries as of the date of this Agreement ( provided that, with respect to any Covered Representatives who became affiliated with the Company or any of its Subsidiaries within the twelve (12) months prior to the date of this Agreement, the amount generated by such Covered Representatives within the twelve (12) months prior to August 1, 2008 shall be annualized on a straight-line basis and included in this sum).

     “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

     “ SEC ” means the United States Securities and Exchange Commission.

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

     “ Securities Laws ” means, collectively, the Securities Act, the Exchange Act, the Investment Advisers Act, the Investment Company Act, the Sarbanes-Oxley Act and any state securities and “blue sky” laws.

     “ Self-Regulatory Organization ” means FINRA or any other association, commission, board or agency that is not a Governmental Authority but is charged with the supervision or regulation of brokers, dealers, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers, or to the jurisdiction of which any of Seller, the Company or any of the Company’s Subsidiaries is otherwise subject.

     “ Self-Regulatory Organization Authorizations ” means any license, permit, certificate, approval, consent, registration, variance, exemption or other authorization issued by or obtained from a Self-Regulatory Organization.

     “ Self-Regulatory Organization Order ” means any order, decision, ruling, decree, stipulation, award or other determination entered into or issued by any Self-Regulatory Organization.

     “ Seller Disclosure Schedule ” means the disclosure schedule delivered by Seller to Purchaser prior to the execution and delivery of this Agreement.

     “ Seller Intellectual Property ” means any Intellectual Property (other than the Seller Names that are provided for in Section 5.8) owned by or licensed to Seller or its Affiliates (other than the Company and its Subsidiaries).

     “ Seller Restricted Activities ” means establishing or operating a retail broker-dealer or financial advisory business or offering any of the financial products or similar products offered by the Company or any of its Subsidiaries as of the Closing Date, but excluding (a) debit card, bank deposit, IRA products and all other businesses and products offered by Parent and its Affiliates (other than the Company and its Subsidiaries) as of the Closing Date, including all businesses, services and products offered by RSM EquiCo Capital Markets LLC, RSM EquiCo Europe Ltd., RSM EquiCo Canada, Inc. and Birchtree Financial Services, Inc. (the “ Excepted Entities ”) as of the date hereof ( provided that such Excepted Entities shall be excluded from the definition of Seller Restricted Activities only to the extent that such Excepted Entities operate with respect to the same client base and same products as they do as of the date hereof) (it being understood that such Excepted Entities shall be permitted to operate and grow their respective businesses, including their respective client bases and product lines, in a manner consistent with their respective historical practices), (b) all businesses, services and products offered by any third party Person or any of such Person’s Affiliates that acquires Parent or any of its Affiliates by way of a bona fide merger, consolidation, business combination, tender offer, share exchange, stock purchase, assets purchase, recapitalization, reorganization, joint venture, partnership or similar transaction, and (c) any retail broker-dealer or financial advisory business conducted by, or any financial products or similar products (which are offered by the Company or any of its Subsidiaries as of the Closing Date) offered by, any third party Person that is acquired by Parent or any of its Affiliates (other than the Company and its Subsidiaries) by way of a bona fide merger, consolidation, business combination, tender offer, share exchange, stock purchase, assets purchase, recapitalization, reorganization, joint venture, partnership or similar transactions so long as the revenue in the aggregate in the twelve (12) months prior to such transaction from such retail broker-dealer and financial advisory business and from such financial products or similar products, as applicable, do not account for more than five percent (5%) of such Person’s aggregate revenue over that twelve (12) month period; it being understood that Parent and/or its Affiliates may consummate such transactions even if such last twelve (12) months revenue from such retail broker-dealer and financial advisory business and from such financial products or similar products, together accounts for more than five percent (5%) of such Person’s last twelve (12)

months aggregate revenue, so long as Parent and/or its Affiliates divest those portions of the businesses of such third party Person accounting for such revenues in excess of five percent (5%) within six (6) months of the consummation of such transactions.

     “ Straddle Period ” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

     “ Subsidiary ” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests, having by their terms ordinary voting power to elect a majority of the board of directors or elect or appoint other Persons performing similar functions, is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

     “ Target Applicable Amount ” means $96,753,000 minus the lesser of (a) one-half of the Seller Retention Amount and (b) $1,000,000.

     “ Tax ” means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, conveyance, transfer, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

     “ Tax Asset ” means any net operating loss, net capital loss, Tax basis in any asset, investment Tax credit or any other credit or Tax attribute that could reduce Taxes (including deductions and credits related to alternative minimum Taxes).

     “ Tax Returns ” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Tax authority relating to Taxes.

     “ Trade Secrets ” has the meaning set forth in the definition of “Intellectual Property.”

     “ Trademarks ” has the meaning set forth in the definition of “Intellectual Property.”

     “ WARN Act ” means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. , and any similar state or local Law.

          Section 1.2 Other Defined Terms . The following terms shall have the meanings ascribed to them in the corresponding Sections set forth below:

          Section 1.3 Interpretation and Rules of Construction . (a) The words “herein,” “hereof,” “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

     (b) Whenever the words “include,” “includes” or “including” appear, they shall be read to be followed immediately by the words “without limitation” or words having similar import.

     (c) Both the word “Dollars” and the symbol “$” mean United States Dollars.

     (d) The use of the word “or” is not intended to be exclusive unless otherwise expressly indicated.

     (e) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

     (f) References to the Preamble or a specific Recital, Article, Section or Exhibit shall refer, respectively, to the Preamble and the specific Recital, Article, Section or Exhibit of this Agreement.

     (g) References to a Person shall also be references to its successors and permitted assigns.

     (h) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     (i) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreement, unless otherwise defined therein.

     (j) The parties hereto have participated jointly in drafting and negotiating this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision hereof.

ARTICLE II
SALE AND PURCHASE

          Section 2.1 Sale and Purchase . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver all the issued and outstanding Shares to Purchaser, free and clear of any Liens other than those arising from any acts of Purchaser or its Affiliates, and Purchaser shall purchase, acquire and accept all the issued and outstanding Shares from Seller (the “ Purchase ”).

          Section 2.2 Purchase Price . At the Closing, in consideration for the sale and transfer of all the issued and outstanding Shares by Seller to Purchaser, Purchaser shall pay to Seller an aggregate amount in cash equal to $315,000,000 (the “ Purchase Price ”), subject to adjustment as provided in Section 2.4(b) and Section 2.5(e). Such payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account or accounts designated by Seller to Purchaser in writing no later than two (2) Business Days prior to the Closing Date.

          Section 2.3 Closing . (a) Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “ Closing ”) shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 at 10:00 a.m. (Eastern Time) no later than the third (3rd) Business Day following the date on which all of the conditions set forth in Article VII (other than those conditions that by their nature can only be satisfied at the Closing but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, or at such other location, time or date as may be agreed upon in writing by the parties hereto (the date on which the Closing occurs, the “ Closing Date ”).

     (b) At the Closing, in addition to the payment of the Purchase Price provided for in Section 2.2, Purchaser shall deliver, or cause to be delivered, to Seller the following:

     (i) the certificate to be delivered by Purchaser pursuant to Sections 7.3(a) and 7.3(b);

     (ii) a transition services agreement, in the form of Exhibit C (the “ Transition Services Agreement ”), a Bank Deposit Agreement consistent with the term sheet set forth as Exhibit G (the “ Bank Deposit Agreement ”), a Tax Collaboration Agreement consistent with the term sheet set forth as Exhibit H (the “ Tax Collaboration Agreement ”), and a Shared Field Locations Agreement consistent with the term sheet set forth as Exhibit I (the “ Shared Field Locations Agreement ”), each duly executed by Purchaser; and

     (iii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transition Services Agreement, the Bank Deposit Agreement, the Tax Collaboration Agreement or the Shared Field Locations Agreement.

     (c) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following:

     (i) the certificate or certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer;

     (ii) the certificate to be delivered by Seller pursuant to Sections 7.2(a) and 7.2(b);

     (iii) the Transition Services Agreement, the Bank Deposit Agreement, the Tax Collaboration Agreement, and the Shared Field Locations Agreement, each duly executed by Parent, Seller and any of its Affiliates that are parties thereto;

     (iv) a mutual release in the form of Exhibit D , duly executed by the Company, on behalf of itself and each of its Subsidiaries, and Parent, on behalf of itself and each of its Affiliates (other than the Company and its Subsidiaries);

     (v) written resignations of each member of the board of directors of the Company, effective as of the Closing;

     (vi) a duly executed certificate of Seller, dated as of the Closing Date, certifying that Seller is not a foreign Person within the meaning of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); and

     (vii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Transition Services Agreement, the Bank Deposit Agreement, the Tax Collaboration Agreement or the Shared Field Locations Agreement.

          Section 2.4 Preliminary Statement . (a) Seller shall deliver to Purchaser the Preliminary Statement no later than three (3) Business Days prior to the Closing.

     (b) Subject to Section 2.5(e), the Purchase Price to be paid by Purchaser at the Closing shall be (i) increased dollar for dollar by the amount by which the Applicable Amount as shown on the Preliminary Statement exceeds the Target Applicable Amount or (ii) decreased dollar for dollar by the amount by which the Applicable Amount as shown on the Preliminary Statement is less than the Target Applicable Amount.

          Section 2.5 Closing Statement . (a) As promptly as practicable but no later than ninety (90) days after the Closing Date, Purchaser will cause to be prepared and delivered to Seller the Closing Statement. Without limiting any other rights or remedies that may be available, in the event of a breach of any covenant set forth in Section 5.1(a) that would increase the Applicable Amount, the Applicable Amount shall be calculated as though such breach had not occurred.

     (b) If Seller disagrees with Purchaser’s calculation of the Applicable Amount contained in the Closing Statement, Seller may, within thirty (30) Business Days after receipt of the Closing Statement, deliver a notice to Purchaser disagreeing with Purchaser’s calculation of the Applicable Amount contained in the Closing Statement and setting forth Seller’s calculation of such disputed items. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees and the basis for such disagreement. Unless Seller delivers a notice disagreeing with Purchaser’s calculation of the Applicable Amount contained in the Closing Statement within such thirty (30) Business Day period, the Closing Statement as delivered by Purchaser shall bind the parties hereto.

     (c) If Seller delivers a notice of disagreement pursuant to Section 2.5(b), Purchaser and Seller shall, during the twenty (20) Business Day period following the delivery of such notice of disagreement (the “ Resolution Period ”), use their reasonable best efforts to reach agreement on the disputed items or amounts. If at the conclusion of the Resolution Period there are any amounts remaining in dispute, then all amounts remaining in dispute shall, unless otherwise agreed by Purchaser and Seller, be submitted to PricewaterhouseCoopers (the “ Neutral Auditor ”) no later than the tenth (10th) Business Day after the expiration of the Resolution Period. The Neutral Auditor shall be instructed to determine, in accordance with this Agreement, the amount of each disputed item or amount and requested to complete such determination within thirty (30) Business Days after the submission of such disputed items or amounts to the Neutral Auditor. The Neutral Auditor shall not serve as an arbitrator. With respect to each disputed item or amount, the Neutral Auditor shall adopt a position that is either equal to Purchaser’s proposed position, equal to Seller’s proposed position, or between the positions proposed by Purchaser and Seller. The determination of the Neutral Auditor shall be final and binding upon Purchaser and Seller. Purchaser and Seller shall enter into a customary engagement letter with the Neutral Auditor, which shall provide, inter alia , that all fees, costs and expenses of the Neutral Auditor shall be shared equally by Purchaser and Seller and for customary indemnification of the Neutral Auditor by Purchaser and Seller. The term “ Adjusted Closing Statement ,” as used herein, shall mean (i) the definitive Closing

Statement delivered to Seller by Purchaser if Seller does not object within thirty (30) Business Days after the receipt of the Closing Statement in accordance with Section 2.5(b), (ii) the definitive Closing Statement agreed by Purchaser and Seller or (iii) the definitive Closing Statement resulting from the determinations made by the Neutral Auditor in accordance with this Section 2.5(c) (in addition to those items theretofore agreed to by Seller and Purchaser).

     (d) During the period of any dispute within the contemplation of this Section 2.5, Purchaser shall and shall cause the Company and its Subsidiaries to, and Seller shall and shall cause its Affiliates to, (i) provide each other with full access during normal business hours to the books, records, facilities, accountants, audit work papers, consultants and personnel of Purchaser, the Company and its Subsidiaries, on the one hand, and of Seller and its Affiliates, on the other hand, to the extent necessary for the resolution of any disputed items or amounts set forth in the Closing Statement; provided that nothing contained in this Section 2.5(d) shall require Purchaser, the Company or Seller or any of their respective Affiliates to disclose any attorney-client privileged information of Purchaser, the Company or Seller or any of their respective Affiliates, as applicable, to the extent that the disclosure thereof may result in the loss of attorney-client privilege; and (ii) cooperate fully with each other in good faith to arrive at a final determination of such disputed items or amounts, including the provision on a timely basis of all information reasonably requested by the other party and necessary for the resolution of such disputed items or amounts.

     (e) Upon the completion of the Adjusted Closing Statement in accordance with this Section 2.5, the Purchase Price shall be (i) increased dollar for dollar by the amount by which the Applicable Amount shown on the Adjusted Closing Statement exceeds the Applicable Amount shown on the Preliminary Statement and (ii) decreased dollar for dollar by the amount by which the Applicable Amount shown on the Adjusted Closing Statement is less than the Applicable Amount shown on the Preliminary Statement. Any adjustments to the Purchase Price that are made pursuant to this Section 2.5(e) shall bear interest at the Prime Rate from (and including) the Closing Date to (and including) the date of such payment. Any adjustments to the Purchase Price made pursuant to this Section 2.5(e) and the interest thereon shall be paid by wire transfer in immediately available funds to an account specified by the party to whom such payment is owed within five (5) Business Days after the Adjusted Closing Statement is agreed or deemed to have been agreed to by Purchaser and Seller or the written statement of the Neutral Auditor setting forth its determination regarding any remaining items in dispute is delivered to Seller and Purchaser.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

          Parent and Seller hereby represent and warrant to Purchaser, except as set forth in the applicable sections and subsections of the Seller Disclosure Schedule, as follows:

          Section 3.1 Organization . Each of Parent, Seller, the Company and the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing

under the Laws of the jurisdiction of its organization and has the requisite limited liability company or corporate, as applicable, power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Seller, the Company and the Company’s Subsidiaries is qualified to do business (where such concept exists) as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. A correct and complete copy of the Organizational Documents of the Company and its Subsidiaries, as amended to the date of this Agreement, has been made available to Purchaser, and each such Organizational Document is in full force and effect.

          Section 3.2 Authorization of Transaction; Binding Obligation . Each of Parent and Seller has the requisite limited liability company or corporate, as applicable, power and authority and has taken all limited liability company or corporate, as applicable, action necessary to execute and deliver this Agreement and the Transition Services Agreement, to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case only to the extent that Parent or Seller is a party to this Agreement or the Transaction Services Agreement, as applicable. This Agreement has been, and the Transition Services Agreement will be, duly executed and delivered by each of Parent and Seller, in each case only to the extent that Parent or Seller is a party hereto or thereto, as applicable, and, assuming the due authorization, execution and delivery by Purchaser, constitutes (as to this Agreement), or will constitute (as to the Transition Services Agreement), a valid and binding agreement of each of Parent and Seller, in each case only to the extent that Parent or Seller is a party hereto or thereto, as applicable, enforceable against Parent or Seller, as applicable, in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights and to general equitable principles, whether considered in a proceeding in equity or at law (collectively, the “ Bankruptcy and Equity Exceptions ”).

          Section 3.3 Non-Contravention . The execution, delivery and performance of this Agreement by Parent and Seller and of the Transition Services Agreement by Parent, to the extent Parent or Seller is a party hereto or thereto, do not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in (a) a breach or violation of the Organizational Documents of Seller, the Company or any of the Company’s Subsidiaries, (b) assuming all Company Required Third Party Consents have been obtained or made, as applicable, a breach or violation of, a termination (or right of termination) or default (or an event that with notice or lapse of time or both would become a default) under, the creation or acceleration of any obligations under, the creation of a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries pursuant to, or the necessity of obtaining any consent, waiver or approval with respect to, any Contract, lease, permit, franchise or other instrument or obligations applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (c) assuming compliance with the matters referred to in Section 3.4(a), conflict with or violate any Law to which Parent, Seller, the Company or any of the Company’s Subsidiaries, or any of their respective properties or assets, is subject, or any Company Governmental Authorization or any Company Self-Regulatory Organization Authorization, except, in the case of clauses (b) and (c), for any such breach, violation,

termination, default, creation, necessity, acceleration or conflict that is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

          Section 3.4 Governmental Approvals and Third Party Consents . (a) Except for (i) filing of notices and expiration or early termination of the related waiting periods under the HSR Act, and (ii) filings of applications and notices with, and receipt of approvals or non-objections from, FINRA (collectively, the “ Company Required Regulatory Approvals ”), no notices, reports or other filings are required to be made by Parent, Seller or the Company with, nor are any Governmental Authorizations or Self-Regulatory Organization Authorizations required to be obtained by Parent, Seller or the Company from, any Governmental Authority or Self-Regulatory Organization in connection with the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement or the Transition Services Agreement, except for those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

     (b) Other than the consents that would be required under applicable Law to be obtained from the clients of the Company or any of its Subsidiaries under any Client Investment Advisory Contract or the consents to be obtained under any Contracts that will terminate pursuant to Section 5.8(b) hereof, Section 3.4(b) of the Seller Disclosure Schedule sets forth a list of the Company Material Contracts, pursuant to which consents or waivers are desirable to be obtained from any Person other than a Governmental Authority or a Self-Regulatory Organization in connection with the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Transition Services Agreement by Parent, Seller, the Company and the Company’s Subsidiaries, in each case only to the extent that any of such Persons is a party hereto or thereto, as applicable (collectively, such consents and waivers, the “ Company Required Third Party Consents ”).

          Section 3.5 Title to the Shares . Seller is the sole legal and beneficial owner of all issued and outstanding Shares, free and clear of any Liens. Seller is not a party to any option, warrant, purchase right or other Contract (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of, or subject to any Lien, the Shares or any other capital stock or equity interest in the Company. Seller is not a party to any voting trust, proxy or other agreement or understanding (other than this Agreement) with respect to the voting of the Shares or any other capital stock or equity interest in the Company. Upon delivery to Purchaser at the Closing of the certificate or certificates representing the Shares, duly endorsed by Seller in blank or accompanied by stock powers duly endorsed by Seller in blank in proper form for transfer, Seller’s legal and beneficial ownership interest in and to the Shares will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates, and Seller will not have any continuing right, title or interest in or to the Shares.

          Section 3.6 Capitalization . (a) The authorized capital stock of the Company consists of 40,000,000 Shares, of which 30,520,225 Shares were issued and outstanding as of the date of this Agreement. Except for the Shares, there are no issued or outstanding shares of capital stock or other equity interest or voting security in the Company as of the date of this Agreement. There are no issued or outstanding bonds, debentures, notes or other indebtedness of the Company, having the right to vote, or convertible into or exercisable or exchangeable for

securities having the right to vote, on any matters that the Company’s shareholders may vote on. The Shares have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to any right of first refusal, preemptive right or subscription right and were not issued in violation of the Organizational Documents of the Company.

     (b) Section 3.6(b) of the Seller Disclosure Schedule sets forth, for each Subsidiary of the Company, (i) its name and jurisdiction of organization, (ii) the number of shares of capital stock or other equity interest in such Subsidiary that are authorized, and (iii) the number of shares or other equity interest in such Subsidiary that were issued and outstanding as of the date of this Agreement, the names of the holders thereof and the number of shares or other equity interest held by each such holder. All issued and outstanding shares of capital stock or other equity interest in each of the Company’s Subsidiaries have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to any right of first refusal, preemptive right or subscription right and were not issued in violation of the Organizational Documents of such Subsidiary. Except as set forth in Section 3.6(b) of the Seller Disclosure Schedule, there are no issued or outstanding shares of capital stock or other equity interest or voting security in any Subsidiary of the Company as of the date of this Agreement. There are no issued or outstanding bonds, debentures, notes or other indebtedness of any Subsidiary of the Company, having the right to vote, or convertible into or exercisable or exchangeable for securities having the right to vote, on any matters that the shareholders of a Subsidiary of the Company may vote on. All of the outstanding shares of capital stock or other equity interest in each Subsidiary of the Company are owned, directly or indirectly, by the Company.

     (c) There are no options, warrants or other securities authorized, issued or outstanding, calls, purchase rights, subscription rights, exchange rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, Contracts or undertakings of any kind, to which the Company or any of its Subsidiaries is a party or by which it is bound, (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interest in, or any security convertible into or exchangeable or exercisable for any capital stock or other equity interest in, or any contractual rights containing any equity features (including stock appreciation, “phantom” stock, profit participation or similar rights) with respect to, the Company or any of its Subsidiaries, or (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, Contract or undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

     (d) Other than with respect to the Subsidiaries of the Company and except as set forth in Section 3.6(d) of the Seller Disclosure Schedule, the Company and its Subsidiaries do not own, directly or indirectly, any capital stock, limited liability company or partnership interest, joint venture interest or other equity interest in any other Person.

          Section 3.7 Financial Information . (a) A true and correct copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of April 30, 2007 and April 30, 2008 (the consolidated balance sheet of the Company and its Subsidiaries as of April 30, 2008 is referred to herein as the “ Company Most Recent Balance Sheet ,” and April 30, 2008 is referred to herein as the “ Company Balance Sheet Date ”) and the related unaudited consolidated statements of operations of the Company and its Subsidiaries for the Company’s fiscal years then ended (collectively, the “ Company Financial Statements ”) has been made available to Purchaser.

     (b) Except as set forth in Section 3.7(b) of the Seller Disclosure Schedule, the Company Financial Statements (i) were prepared based upon the information contained in the Company Books and Records, (ii) were prepared, in all material respects, in accordance with GAAP applied on a consistent basis (except as may be noted therein) and the Company’s internal accounting principles, applied on a basis consistent with the past practice of the Company, as at the dates and for the periods presented, and (iii) present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its Subsidiaries on a consolidated basis as of the dates or for the periods presented.

     (c) The Company Books and Records have been maintained in material compliance with applicable legal and accounting requirements and fairly reflect, in all material respects, all dealings and transactions in respect of the businesses, assets and liabilities of the Company and its Subsidiaries.

     (d) The Company and its Subsidiaries have devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP, to the extent applicable, or the Company’s internal accounting principles and to maintain proper accountability for items, (iii) access to their respective property and assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

     (e) The Company and its Subsidiaries have no Liabilities, other than (i) Liabilities expressly reflected, reserved against or otherwise disclosed in the Company Most Recent Balance Sheet, (ii) Liabilities incurred after the Company Balance Sheet Date in the Company Ordinary Course of Business, (iii) Liabilities set forth in Section 3.7(e) of the Seller Disclosure Schedule, (iv) Liabilities expressly permitted or contemplated by this Agreement, the Transition Services Agreement or the transactions contemplated hereby or thereby, and (v) Liabilities not exceeding $1 million in the aggregate that are of a type not required to be reflected on a balance sheet in accordance with GAAP.

          Section 3.8 Conduct in the Ordinary Course of Business . Except as may be reflected in the Company Financial Statements or as may be expressly permitted or contemplated

by this Agreement or the Transition Services Agreement, since the Company Balance Sheet Date, (a) the Company and its Subsidiaries have conducted their respective businesses, in all material respects, only in the ordinary course of such businesses consistent with past practice, (b) there has not occurred any event that has had a Material Adverse Effect, (c) there has not been any material damage, destruction or other casualty loss with respect to any material assets or property owned, leased or otherwise used by the Company or any of its Subsidiaries, which damage, destruction or other casualty loss was not covered by insurance, (d) neither the Company nor any of its Subsidiaries has increased the compensation of any of their officers or the rate of pay of any of their employees, except as part of regular compensation increases in the Company Ordinary Course of Business, (e) there has not occurred a change in the accounting principles or practice of the Company or any of its Subsidiaries, except as required by reason of a change in GAAP, and (f) neither the Company nor any of its Subsidiaries has declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock.

          Section 3.9 Taxes . Except as are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or as otherwise set forth in Section 3.9 of the Seller Disclosure Schedule:

     (a) all Tax Returns that are required to be filed by or on behalf of the Company or any of its Subsidiaries (or by or with respect to any consolidated, combined, unitary or affiliated group of which any of them is or has been a member since December 1, 1999) have been timely filed (taking into account any extension of time to file granted or obtained);

     (b) the Tax Returns referred to in clause (a) of this Section 3.9, to the extent such Tax Returns relate to the Company or any of its Subsidiaries, are true, correct and complete;

     (c) all Taxes for the periods covered by the Tax Returns referred to in clause (a) of this Section 3.9 have been paid in full except with respect to matters for which adequate reserves have been established in accordance with GAAP in the Company Financial Statements, and all amounts required under applicable Law to be withheld with respect to payments made to any employee, independent contractor, creditor, shareholder, customer, vendor, supplier or other third party by the Company or any of its Subsidiaries have been withheld and paid over to the appropriate Governmental Authority;

     (d) neither the Company nor any of its Subsidiaries (nor any consolidated, combined, unitary or affiliated group of which any of them is or has been a member since December 1, 1999) has agreed to any extension or waiver of the statute of limitations applicable to any Tax Return referred to in clause (a) of this Section 3.9 or agreed to any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired;

     (e) neither the Company nor any of its Subsidiaries is a party to any Tax allocation, Tax sharing or similar agreement pursuant to which it will have any obligation after the Closing;

     (f) there is not pending or threatened in writing any audit, examination, investigation or other proceeding with respect to Taxes against the Company or any of its Subsidiaries (or any consolidated, combined, unitary or affiliated group of which any of them is or has been a member since December 1, 1999), all deficiencies proposed as a result of any examination or audit have been paid in full or finally settled and during the past three years, no claim has been made in writing by any Governmental Authority in a jurisdiction where the Company or a Subsidiary of the Company does not file Tax Returns to the effect that the Company or such Subsidiary may be subject to taxation by that jurisdiction;

     (g) neither the Company nor any of its Subsidiaries is subject to any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof, or any corresponding or similar provision of state, local or foreign Law, or is subject to, or has pending any request for, any private letter ruling, technical advice or permission for any change in accounting methods;

     (h) except for Permitted Liens, there are no Liens for Taxes against any of the assets or properties of the Company or any of the Subsidiaries;

     (i) neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any consolidated, combined or unitary group for the purpose of any Tax (other than a group the common parent of which is Parent) since December 1, 1999 or (ii) has any liability for Taxes of any other Person (other than any other legal entity that is a member of the affiliated group filing a federal consolidated income tax return, of which the Company or such Subsidiary is currently a member) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law);

     (j) neither the Company nor any Subsidiary of the Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any (i) change in method of accounting for a Pre-Closing Tax Period under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign Law), (ii) installment sale or open transaction disposition or intercompany transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date;

     (k) neither the Company nor any of its Subsidiaries has been a party to any distribution occurring during the two-year period prior to the date of this Agreement, or otherwise as part of a plan (or series of related transactions) of which this transaction is a part, in which the parties to such distribution treated the distribution as one to which Section 355 of the Code applied; and

     (l) neither the Company nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

          Section 3.10 Litigation . Except as set forth in Section 3.10 of the Seller Disclosure Schedule, (a) there are no Actions, Governmental Orders or Self-Regulatory Organization Orders pending or, to Seller’s Knowledge, threatened in writing against the Company or any of its Subsidiaries, except for those that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, and (b) neither the Company nor any of its Subsidiaries is subject to the provisions of any Governmental Order or Self-Regulatory Organization Order that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

          Section 3.11 Regulatory Compliance . (a) Except as are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, each of the Company and its Subsidiaries:

          (i) is conducting, and since December 31, 2005 has conducted, its business in compliance with all Laws, Governmental Orders or Self-Regulatory Organization Orders (including the Securities Laws, the USA PATRIOT Act of 2001, the Gramm-Leach-Bliley Act of 1999 and the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001) applicable to the Company and its Subsidiaries or to their respective employees or independent contractors;

          (ii) has and is in compliance with, and since December 31, 2005 has had and has been in compliance with, all Governmental Authorizations and Self-Regulatory Organization Authorizations necessary to permit it to own or lease its properties and to lawfully conduct its business as presently conducted, and has made all filings, applications and registrations with all Governmental Authorities and Self-Regulatory Organizations that are required in order to own or lease its properties and to lawfully operate its business as presently conducted;

          (iii) except as set forth in Section 3.11(a)(iii) of the Seller Disclosure Schedule, since December 31, 2005, has not received any written notification or written communication from any Governmental Authority or Self-Regulatory Organization, (A) asserting that it is not in compliance with any of the Laws such Governmental Authority or Self-Regulatory Organization enforces or is subject to active regulatory enforcement actions, (B) threatening to revoke any Governmental Authorizations or Self-Regulatory Organization Authorizations that are necessary to conduct its business as presently conducted, (C) requiring it to enter into a cease and desist order, agreement or memorandum of understanding, (D) restricting or disqualifying its present business activities or, to Seller’s Knowledge, its “associated persons” (as defined in the Exchange Act) (except for restrictions imposed by rule, regulation or administrative policy on brokers, dealers or investment advisers generally), or (E) threatening to initiate any proceeding or investigation into the business or operations of the Company or any of its Subsidiaries or, to Seller’s Knowledge, any of its associated persons; and

     (iv) has, and since December 31, 2005 has had, an anti-money laundering program and a customer identification program in compliance with the applicable rules of any Self-Regulatory Organization and has not violated the terms of such programs.

     (b) Except as are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect:

     (i) Each of the Company and its Subsidiaries and, to Seller’s Knowledge, each of their respective officers, directors, employees and independent contractors who are required to be registered, licensed or qualified as (x) a broker-dealer (each, a “ Broker-Dealer Subsidiary ”) or (y) a registered principal, registered representative, investment adviser representative, futures commission merchant, insurance agent or salesperson with the SEC or any securities or insurance commission or other Governmental Authority or Self-Regulatory Organization (each, a “ Producer ”) is, and has been since December 31, 2005, duly registered and appropriately licensed as such, in each case, in the applicable jurisdictions, and such registrations and licenses are, and were since December 31, 2005, in full force and effect, or is, or were, in the process of being registered and licensed as such within the time periods required by applicable Laws. Each of the Company and its Subsidiaries and, to Seller’s Knowledge, each of their respective officers, directors, employees and independent contractors is in compliance with all applicable Laws, requiring any such registration, licensing or qualification, and is not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified.

     (ii) Each of the Company and its Subsidiaries has timely filed all registrations, declarations, reports, notices, forms and other documents required to be filed with the SEC, FINRA, any clearing agency (as defined in Section 3(a)(23) of the Securities Act) or any other Governmental Authority or Self-Regulatory Organization, and all amendments or supplements to any of the foregoing (collectively, the “ Company Regulatory Filings ”). The Company Regulatory Filings are in full force and effect and were prepared in accordance with applicable Law, and all fees and assessments due and payable in connection therewith have been paid in a timely manner. There is no material unresolved violation or exception by any Governmental Authority with respect to any of the Company Regulatory Filings. Each Broker-Dealer Subsidiary is a member in good standing of FINRA and each other Self-Regulatory Organization where the conduct of its business requires such membership. Each Broker-Dealer Subsidiary and Subsidiary of the Company that is required to be registered, licensed or qualified as an investment advisor under the Investment Advisers Act (each, an “ RIA ”) has implemented written policies and procedures reasonably designed to comply with the requirements of applicable Laws, which have been made available to Purchaser and, except as otherwise noted in any such reports or

filings, each Broker-Dealer Subsidiary and RIA has been in compliance in all material respects with such policies and procedures.

     (iii) The information contained in Form ADV and Form BD, all state and other federal registration forms, all reports and all correspondence filed by the Company and each applicable Subsidiary of the Company with any Governmental Authority or Self-Regulatory Organization under the Exchange Act, the Investment Company Act, the Investment Advisers Act and comparable or similar state statutes within the three (3) years prior to the date of this Agreement was, or will be, in the case of any forms and reports filed after the date hereof, complete and accurate as of the time of filing thereof.

     (iv) Except as disclosed in Form ADV or Form BD filed by the Company or its applicable Subsidiaries prior to the date of this Agreement, none of the Company, its Subsidiaries and, to Seller’s Knowledge, their respective directors, officers, employees, associated persons or “affiliated persons” (as defined in the Investment Company Act) is the subject of any investigation, review or disciplinary proceedings or orders of any Governmental Authority or Self-Regulatory Organization arising under applicable Laws that would be required to be disclosed in Form ADV or Form BD; provided that routine regulatory investigations and examinations and customer complaints, claims or arbitration shall not be construed as or deemed to be any investigation, review or disciplinary proceedings for the purposes of this Section 3.11(b)(iv). Except as disclosed in such Form ADV or Form BD filed by the Company or its applicable Subsidiaries prior to the date of this Agreement, none of the Company, its Subsidiaries and, to Seller’s Knowledge, their respective directors, officers, employees, associated persons or affiliated persons is subject to any order of any Governmental Authority or Self-Regulatory Organization that permanently enjoins it, him or her, as applicable, from engaging in or continuing any conduct or practice in connection with any activity involving or in connection with the purchase or sale of any security or the rendering of financial advice. Except as disclosed in such Form ADV or Form BD filed by the Company or its applicable Subsidiaries prior to the date of this Agreement, none of the Company, its Subsidiaries and, to Seller’s Knowledge, their respective directors, officers, employees, associated Persons or affiliated Persons is ineligible to serve as an investment adviser under the Investment Advisers Act or as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act).

     (v) Each of the Company and its applicable Subsidiaries has at all times since December 31, 2005 or its date of formation, whichever is later, rendered investment advisory services to investment advisory clients with whom such entity is or was a party to a Client Investment Advisory Contract or similar arrangement in compliance with all applicable requirements as to portfolio composition and portfolio management, including the terms of such Client Investment Advisory Contracts, written instructions, restrictions or guidelines

from such investment advisory clients, prospectuses or other offering materials, board of directors or trustee directives and applicable Law. The Company and each of its Subsidiaries have timely provided each of their clients with a copy of Part II of their Form ADV, or Schedule H thereof, as the case may be, in compliance with the requirements of the Investment Advisers Act. Each Client Investment Advisory Contract has been duly authorized and executed by the investment advisory client and the Company or the Subsidiary of the Company which is a party thereto and is, and has at all times been, a valid and legally binding agreement of the applicable Subsidiary, and to Seller’s Knowledge, the investment advisory client party to it, enforceable in accordance with its terms and in compliance with the requirements of the Investment Advisers Act. There are no disputes pending or, to Seller’s Knowledge, threatened in writing with any current or former investment advisory clients under the terms of any Client Investment Advisory Contract or similar arrangement. Neither the Company nor any of its Subsidiaries is, or is required to register as, an “investment company” within the meaning of the Investment Company Act.

     (vi) Since December 31, 2005, (x) there have been no violations by the Company, its Subsidiaries, or, to Seller’s Knowledge, by any Producer or third party administrator of any applicable Law in connection with the marketing, solicitation, sale, investment management or issuance of insurance, annuities, securities and other investment products as well as retail investment advisory services and investment advisory services, or in connection with any advice provided with respect thereto, including with respect to churning, twisting, suitability, conservation, surrender, investment or allocation of funds, market timing or late trading; (y) the Company and its Subsidiaries have not breached, and to Seller’s Knowledge there have been no instances of Producers having breached, the terms of any applicable client, agency or broker contracts; and (z) all compensation paid to the Company, its Subsidiaries and each Producer was paid in accordance with applicable Law. The use of “soft dollars” by the Company and each applicable Subsidiary is in compliance with the safe harbor provided by Section 28(e) of the Exchange Act. Neither the Company nor any of its Subsidiaries has engaged in, provided any assistance in, entered into any agreement or has any understanding or other practice (whether or not legally binding) permitting, the placing of orders to buy or sell securities after the 4:00 p.m. Eastern Time market close, but at the price determined at market close on behalf of their clients.

     (vii) Each Broker-Dealer Subsidiary maintains its minimum net capital (A) in compliance with all applicable legal requirements of the SEC or any other Governmental Authority or Self-Regulatory Organization having jurisdiction over such Broker-Dealer Subsidiary and (B) in an amount sufficient to ensure that it has not been required to file notice under Rule 17a-11 under the Exchange Act.

     (viii) Each client to which the Company or any of its Subsidiaries provides investment management, advisory, subadvisory or other services that is (A) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject

to Title I of ERISA, (B) a person acting on behalf of such a plan or (C) an entity whose assets include the assets of such a plan within the meaning of ERISA has been managed by the Company and its Subsidiaries such that (x) the exercise of such management or provision of any services is in compliance in all material respects with the applicable requirements of ERISA and (y) the Company and its Subsidiaries have not engaged in a “Prohibited Transaction” within the meaning of Section 406 of ERISA or Section 4975(c) of the Code that would subject it to liability or Taxes directly under, or in respect of another Person or party’s liability or Tax under, Section 5409 or 502(i) of ERISA or Section 4975(a) of the Code.

     (c) As of the date hereof, no Governmental Authority or Self-Regulatory Organization, with respect to which a Company Required Regulatory Approval is required to be obtained or made in connection with the transactions contemplated by this Agreement, has indicated an intent to (i) take any action or fail to take any action that is reasonably likely to prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, or (ii) impose any obligation or condition in connection with such Company Required Regulatory Approval that is reasonably likely to result in, individually or in the aggregate, a material liability of Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) after the Closing.

          Section 3.12 Employee Benefits . (a) (i) Section 3.12(a)(i) of the Seller Disclosure Schedule sets forth a correct and complete list identifying any “employee benefit plan,” as defined in Section 3(3) of ERISA, profit-sharing, bonus, pension, deferred compensation, excess benefit, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, employment, consulting, change of control, disability, death benefit, hospitalization, medical insurance, post-retirement medical or life insurance, welfare, supplemental unemployment, severance or other employee benefit plans, agreements, arrangements or understandings that are maintained, administered, entered into or contributed to by Seller or its Affiliates and cover the Company Employees or to which a Company Employee is a party. Such plans are referred to collectively herein as the “ Benefit Plans .” True and complete copies of (A) each Benefit Plan and (B) with respect to each Benefit Plan, (1) the most recent Summary Plan Description, if required under ERISA; (2) if the Benefit Plan is funded pursuant to a trust or any third party funding vehicle, the trust or other funding agreement and the most recent financial statements with respect thereto; and (3) the most recent determination letter received from the IRS if the Benefit Plan is intended to be qualified under Section 401(a) of the Code have been made available to Purchaser.

     (ii) Section 3.12(a)(ii) of the Seller Disclosure Schedule identifies each Benefit Plan that is sponsored, maintained or entered into solely by either the Company or any of its Subsidiaries (each, a “ Company Benefit Plan ”), on the one hand, and Seller or any of its Affiliates (other than the Company and its Subsidiaries), on the other hand (each, a “ Seller Benefit Plan ”).

     (iii) No Benefit Plan is subject to Title IV or described in Section 3(37) of ERISA or is a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of

ERISA (a “ Multiple Employer Plan ”), and neither Seller nor any of its Affiliates has at any time within the past six (6) years sponsored or contributed to, or has or had within the past six (6) years any liability or obligation in respect of, any plan subject to Title IV, described in Section 3(37) of ERISA or a Multiple Employer Plan. No Benefit Plan provides for, and the Company has not incurred any current or projected liability in respect of, post-retirement health, medical or life insurance benefits for the Company Employees, except as required to avoid an excise tax under Section 4980B of the Code.

     (iv) Except as provided in Section 3.12(a)(iv) of the Seller Disclosure Schedule, no Company Benefit Plan exists that, as a result of the transactions contemplated by this Agreement (whether alone or together with any other event), could (x) with respect to any Company Employee, accelerate the time of payment or vesting or result in any payment or funding of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Benefit Plans, or (y) result in payments with respect to any Company Employees that would not be deductible under Section 280G of the Code.

     (b) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (A) has been maintained, operated and administered in material compliance with its terms and applicable Laws and (B) has received or has timely applied for a favorable determination letter from the IRS, and there are no circumstances currently pending that could reasonably be expected to result in revocation of any such favorable determination letter.

     (c) All Benefit Plans are in material compliance with ERISA, the Code (to the extent such Benefit Plans are subject to ERISA and/or the Code) and other applicable Law. The Company and its Subsidiaries have satisfied all of their respective material obligations with respect to the Benefit Plans. Each Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “ Nonqualified Deferred Compensation Plan ”) has been operated in compliance in all material respects with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of Section 409A of the Code and the final Treasury Regulation issued thereunder and all subsequent Internal Revenue Service Notices and other interim guidance on Section 409A of the Code. Each Company Benefit Plan which is subject to ERISA and which is intended to be a “top-hat” plan for purposes of ERISA is “unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees,” as such phrase is used in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

     (d) Section 3.12(d) of the Seller Disclosure Schedule contains a complete and accurate list of each current Company Employee’s position, business location, date of hire, annual/weekly/hourly rate of pay and status as full or part-time and active or on leave (and the nature of such leave), and also a list of each individual who renders services to the Company or its subsidiaries and who is classified by Seller or any of its

Affiliates as having the status of an independent contractor or other non-employee status for purposes of taxation, tax reporting and participation in employee benefit plans. Such Schedule shall be updated (i) reasonably promptly following the date hereof to include, for each person, service credit for purposes of benefit plan participation and (ii) reasonably promptly upon Purchaser’s request from time to time following the date hereof (such request not to occur unreasonably often) to reflect changes to the foregoing and new hires and departures, in each case, consistent with this Agreement, with the final such update to occur no later than five (5) days prior to the Closing Date.

     (e) There are no pending or, to Seller’s Knowledge, threatened, (i) Actions in writing relating to the Company Benefit Plans, or (ii) Actions relating to any Benefit Plan that could reasonably be expected to become a liability of the Company or Purchaser. No assets of the Company or its Subsidiaries are subject to any lien under ERISA Section 302(f) or Code Section 412(n).

     (f) There does not now exist, and there are no currently existing circumstances that are reasonably likely to result in, any material Controlled Group Liability for which the Company or any of its Subsidiaries could be responsible. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates has engaged in any transaction described in Section 4069 or Section 4204 of ERISA as to which the Company or any of its Subsidiaries could have any liability.

          Section 3.13 Labor . (a) Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union or labor organization, and no such collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. No labor organization or group of Company Employees has made any attempt for recognition to the Company or any of its Subsidiaries, and there are no pending representation or certification proceedings or, to Seller’s Knowledge, petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority relating to Seller, the Company or any of its Subsidiaries. No strike, work stoppage or material labor dispute is pending or, to Seller’s Knowledge, threatened in writing that involves the Company or any of its Subsidiaries.

     (b) There is no material charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board pending or threatened in writing. Except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, there is no material charge of discrimination in employment or unfair labor practice that has been asserted or is now pending or threatened in writing before the United States Equal Employment Opportunity Commission or any other Governmental Authority against the Company or any of its Subsidiaries in any jurisdiction where the Company Employees are located. Each of the Company and its Subsidiaries is in material compliance with all applicable Laws relating to labor, employment, termination of employment or similar matters, including wage and hour laws and the Fair Labor Standards Act, and there are no pending, or threatened in writing, material charges or complaints by any current or

former employees of the Company and its Subsidiaries or any Governmental Authority alleging a violation of any such Laws.

          Section 3.14 Real Property . (a) Section 3.14(a) of the Seller Disclosure Schedule lists all real property that is owned by the Company or any of its Subsidiaries (the “ Company Owned Real Property ”). Except as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, either the Company or one of its Subsidiaries has good and marketable title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens. Except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, with respect to the Company Owned Real Property, (i) except as set forth in Section 3.14(a) of the Seller Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person (other than pursuant to this Agreement) any right to occupy or possess any portion of the Company Owned Real Property; (ii) there are no outstanding options or rights of first refusal or similar rights to purchase or acquire any rights or interests in such property or any portion thereof; (iii) as of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to Seller’s Knowledge, is any such proceeding, action or agreement pending or threatened) with respect to any portion of the Company Owned Real Property; and (iv) all buildings, improvements and fixtures and equipment located within, on or under the Company Owned Real Property and used in the business of the Company (x) are in reasonably good condition and repair in all material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear, and (y) are in material compliance with zoning and other applicable land use regulations for their current use.

     (b) Section 3.14(b) of the Seller Disclosure Schedule lists all material real property leased or subleased to the Company or any of its Subsidiaries as a tenant or subtenant (the “ Company Leased Real Property ,” together with the Company Owned Real Property, the “ Company Real Property ”) and sets forth the address of each Company Leased Real Property. A correct and complete copy of all real property leases and subleases relating to the Company Leased Real Property (the “ Company Leases ”) and all material ancillary documents pertaining thereto, which the Company or any of its Subsidiaries is a party to or is bound by, has been made available to Purchaser. Except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (i) each Company Lease is in full force and effect and enforceable against the Company or any of its Subsidiaries that is a party thereto and, to Seller’s Knowledge, the other parties thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (ii) none of the Company and its Subsidiaries is in breach of or default under any Company Lease, (iii) no event has oc