STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and among

Broadpoint Securities Group, Inc.,

American Technology Research Holdings, Inc.,

Richard J. Prati,

Richard Brown,

Robert Sanderson,

Bradley Gastwirth

And

Curtis L. Snyder,

For himself and as the Stockholder Representative

Dated as of September 2, 2008

TABLE OF CONTENTS

STOCK PURCHASE AGREEMENT

          This STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of September 2, 2008 by and among Broadpoint Securities Group, Inc., a New York corporation (the “ Purchaser ”), American Technology Research Holdings, Inc., a Delaware corporation (the “ Company ”), Richard J. Prati, Curtis L. Snyder (as a Stockholder and as the “ Stockholder Representative ” and, together with Mr. Prati, the “ Principal Stockholders ”), Richard Brown, Robert Sanderson, Bradley Gastwirth and such other individuals listed on Exhibit A hereto who, pursuant to a supplemental agreement, agree to be bound by the terms and conditions of this agreement as if he or she was an original signatory hereto (each, a “ Stockholder ” and collectively the “ Stockholders ”).

RECITALS

          WHEREAS, the Stockholders own (i) all of the issued and outstanding shares of Company Common Stock, (the “ Company Shares ”), (ii) all of the Company Vested Options and (iii) all of the Company Unvested Options, in each case as set forth in Exhibit A hereto;

          WHEREAS, the Stockholders desire to sell to the Purchaser, and the Purchaser desires to purchase, all of the Company Shares, upon the terms and subject to the conditions set forth herein (the “ Transaction ”); and

          WHEREAS, in connection with the Transaction and subject to the terms and conditions hereof, the Company, the Vested Stockholders and the Unvested Stockholders desire to cancel all of the Company Vested Options and all of the Company Unvested Options.

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

ARTICLE I

DEFINITIONS AND DEFINED TERMS

          Section 1.1 Definitions and Defined Terms .

          (a) Unless the context otherwise requires or as otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth below:

          “ 2008 Bonus Pool ” shall mean the accrued bonus pool as set forth on the Closing Date Balance Sheet, payable to employees of the Company at any time prior to the date that is 105 calendar days after the Closing Date.

          “ Accounts Receivable ” shall mean: (i) all trade accounts receivable and other rights to payment from customers of the business of the Company and its

Subsidiaries and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Company or its Subsidiaries; (ii) all other accounts or notes receivable of the Company and its Subsidiaries and the full benefit of all security for such accounts or notes; and (iii) any claim, remedy or other right related to any of the foregoing.

          “ Actual Debt ” shall mean the amount of Debt as of the Closing Date as set forth on the Closing Date Balance Sheet.

          “ Affiliate ” shall mean with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by or is under common control with that Person. For purposes of this definition, a Person has control of another Person if it has the direct or indirect ability or power to direct or cause the direction of management policies of such other Person or otherwise direct the affairs of such other Person, whether through ownership of more than fifty percent (50%) of the voting securities of such other Person, by Contract or otherwise.

          “ Alternative Proposal ” shall mean any inquiry or proposal relating to a sale of stock, merger, consolidation, share exchange, business combination, partnership, joint venture, disposition of assets (or any interest therein) or other similar transaction involving the Stockholders or the Company or their or its Affiliates.

          “ Ancillary Agreements ” shall mean the Non-Compete Agreements and the Operating Agreement.

          “ Announcement Date ” for any given year shall mean the date that occurs in the immediately succeeding fiscal year on which the Purchaser first publicly announces its financial results for the given fiscal year.

          “ Average Purchaser Share Price ” as of (i) any given Announcement Date shall mean the average daily closing price, weighted by volume, on the NASDAQ Global Select Market for a share of Purchaser Common Stock during the 10-day trading period ending on the last trading day of the fiscal year to which such Announcement Date relates and (ii) any other date shall mean the average daily closing price, weighted by volume, on the NASDAQ Global Select Market for a share of Purchaser Common Stock during the 10-day trading period ending on the last trading day before such date.

          “ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

          “ Cash ” shall mean unrestricted cash, cash equivalents, marketable securities, notes receivable from Stockholders and income tax receivable for 2008 estimated payments, determined in accordance with GAAP applied in a manner consistent with past practice.

          “ Change in Control ” shall occur, with regard to the Purchaser, on the date that (i) any one person, or more than one person acting as a group, acquires ownership of stock of the Purchaser that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Purchaser; (ii) either (A) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of Purchaser stock possessing 30% or more of the total voting power of the Purchaser stock, or (B) a majority of the members of the Purchaser’s Board of Directors is replaced during the preceding twelve months by directors whose appointment or election is not endorsed by a majority of the members of the Purchaser’s Board of Directors before the date of appointment or election; or (iii) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets of the Purchaser that have a total gross fair market value equal to more than 40% of the total gross fair market value of all of the assets of the Purchaser immediately before such acquisition or acquisitions. The determination of whether a transaction constitutes a “Change in Control” hereunder shall be made by applying the requirements of Section 409A of the Code and applicable Treasury Regulations and other guidance issued by the Internal Revenue Service or Treasury Department. Notwithstanding the foregoing, no such transaction shall constitute a “Change in Control” for purposes of this Agreement unless, in such transaction, the Purchaser’s stock or assets, as the case may be, is or are acquired by a Person that conducts, or owns directly or indirectly a Person that conducts, a broker-dealer business that has trailing twelve-month secondary equity sales and trading revenues, determined on the closing date of the acquisition transaction, that are 50% or more of the trailing twelve-month secondary equity sales and trading revenues of ECM, determined as of such closing date.

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

          “ Company Charter Documents ” shall mean the organizational documents of the Company and its Subsidiaries, including the certificate of incorporation and the by-laws.

          “ Company Common Stock ” shall mean the common stock, par value $0.01 per share, of the Company.

          “ Company Intellectual Property ” shall mean all Intellectual Property that is owned or held by or on behalf of the Company or its Subsidiaries or that is being used by or in the Company business as it is currently conducted by the Company and its Subsidiaries.

          “ Company Unvested Options ” shall mean the outstanding options to purchase shares of Company Common Stock, the terms of which provide that they shall not vest on or before January 31, 2009.

          “ Company Vested Options ” shall mean the outstanding options to purchase shares of Company Common Stock, the terms of which provide that they have vested as of the date hereof or shall vest on or before January 31, 2009.

          “ Consent ” shall mean any consent, approval, waiver or authorization of, notice to, permit, or designation, registration, declaration or filing with, any Person.

          “ Contract ” shall mean, whether written or oral, any note, bond, mortgage, indenture, contract, agreement, permit, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding (including, without limitation, any understanding with respect to pricing) to which a Person is a party or by which a Person or its assets or properties are bound.

          “ Debt ” shall mean any credit facilities, notes, trade liabilities, other indebtedness (excluding, however, capital leases other than currently due payments of arrearages), Taxes payable and deferred compensation arrangements of the Company and its Subsidiaries.

          “ Disclosure Schedule ” shall mean the disclosure schedule delivered by the Stockholders to the Purchaser concurrently with the execution of this Agreement.

          “ Earn-out Payments ” shall mean the Earn-out Payments to Vested Stockholders and the Earn-out Payments to Unvested Stockholders.

          “ Earn-out Payments to Unvested Stockholders ” shall mean any payments made by the Purchaser pursuant to Section 2.3 hereof.

          “ Earn-out Payments to Vested Stockholders ” shall mean any payments made by the Purchaser pursuant to Section 2.4 hereof.

          “ ECM ” shall mean American Technology Research, Inc., a wholly-owned subsidiary of the Company, or its business operations, as such entity or business operations may be changed or reorganized as recommended by Robert Meier, Richard J. Prati and Curtis L. Snyder and approved by the Chief Executive Officer of the Purchaser.

          “ ECM Loss ” shall mean a pre-tax loss of ECM for any given period, calculated in accordance with GAAP and the past practices of ECM and as set forth on Section 1.1(a) of the Disclosure Schedule; provided , that, for the avoidance of doubt, (1) the amortization of the Share Purchase Price to Unvested Stockholders in any given period shall not be deducted from any calculation of pre-tax loss of ECM for such period, and (2) the amortization in any given period of any shares of Restricted Stock issued pursuant to any Earn-Out Payment to Unvested Stockholders shall be included in any calculation of pre-tax loss of ECM for such period in accordance with GAAP.

          “ ECM Profit ” shall mean a pre-tax profit of ECM for any given period, calculated in accordance with GAAP and the past practices of ECM and as set forth on Section 1.1(a) of the Disclosure Schedule; provided , that, for the avoidance of doubt, (1) the amortization of the Share Purchase Price to Unvested Stockholders in any given

period shall not be deducted from any calculation of pre-tax profit of ECM for such period, and (2) the amortization in any given period of any shares of Restricted Stock issued pursuant to any Earn-Out Payment to Unvested Stockholders shall be deducted from any calculation of pre-tax profit of ECM for such period in accordance with GAAP.

          “ Environmental Law ” shall mean any Law relating to the environment, natural resources, or safety or health of humans or other living organisms, including the manufacture, distribution in commerce and use or Release of any Hazardous Substance.

          “ Exchange Act ” shall mean the Securities Exchange Act of 1934 and the rules and regulations of the SEC thereunder.

          “ FINRA ” shall mean the Financial Industry Regulatory Authority.

          “ GAAP ” shall mean United States generally accepted accounting principles.

          “ Governmental Authority ” shall mean any federal, state, local or foreign government or any subdivision, agency, instrumentality, authority (including any regulatory, administrative, and self-regulatory authority), department, commission, board or bureau thereof or any federal, state, local or foreign court, arbitrator or tribunal.

          “ Hazardous Substance ” shall mean any pollutant, contaminant, hazardous substance, hazardous waste, medical waste, special waste, toxic substance, petroleum or petroleum-derived substance, waste or additive, asbestos, PCBs, radioactive material, or other compound, element, material or substance in any form whatsoever (including products) regulated, restricted or addressed by or under any applicable Environmental Law.

          “ Intellectual Property ” shall mean: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereon, and all patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisions, reissues, extensions and re-examinations thereof; (ii) all trademarks whether registered or unregistered, service marks, domain names, corporate names and all combinations thereof, and all applications, registrations and renewals in connection therewith, including all goodwill associated therewith; (iii) all copyrights whether registered or unregistered, and all applications, registrations and renewals in connection therewith; (iv) all Trade Secrets; (v) all Software; (vi) all datasets, databases and related documentation; and (vii) all other intellectual property and proprietary rights, including, without limitation, semiconductor and mask work rights.

          “ IRS ” shall mean the Internal Revenue Service.

          “ Knowledge of the Company ”, including other similar phrases or uses, shall mean the actual knowledge, after reasonable due inquiry, of the individuals set forth on Section 1.1(b) of the Disclosure Schedule and the knowledge of each shall be imputed to the others. Such individual’s inclusion on such schedule shall not imply any personal

liability on the part of such individual other than such liability as such individual may already have as specifically provided in this Agreement.

          “ Knowledge of the Stockholders ”, including other similar phrases or uses, shall mean the actual knowledge of the Stockholders.

          “ Laws ” shall mean all federal, state, local or foreign laws, judgments, orders, writs, injunctions, decrees, ordinances, awards, stipulations, treaties, statutes, judicial or administrative doctrines, rules or regulations enacted, promulgated, issued or entered by a Governmental Authority or any legally binding agreement with a Governmental Authority.

          “ Liens ” shall mean all title defects or objections, mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever, including, without limitation, licenses, leases, chattel or other mortgages, collateral security arrangements, pledges, title imperfections, defect or objection liens, liens for Taxes, security interests, conditional and installment sales agreements, easements, encroachments or restrictions, of any kind and other title or interest retention arrangements, reservations or limitations of any nature.

          “ Losses ” shall mean all losses, liabilities, demands, claims, actions or causes of action, costs, damages, judgments, debts, settlements, assessments, deficiencies, Taxes, penalties, fines or expenses, and any diminution in value of the Company and its Subsidiaries, whether or not arising out of any claims by or on behalf of a third party, including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing.

          “ Material Adverse Effect ” shall mean a material adverse effect on (i) the Company and its Subsidiaries or the business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the timely consummation of the transactions contemplated by this Agreement, in each case, other than any change, effect, event, circumstance, occurrence or state of facts relating to (A) the U.S. or global economy or the financial, debt, credit or securities markets in general, (B) the industry in which the Company and its Subsidiaries operate in general, including changes in interest or exchange rates, (C) acts of war, outbreak of hostilities, sabotage or terrorist attacks, or the escalation or worsening of any such acts of war, sabotage or terrorism, (D) the execution and delivery of this Agreement, the announcement of this Agreement or the transactions contemplated hereby, including the impact thereof on relationships, contractual or otherwise with customers, suppliers, lenders, investors, partners or employees, (E) changes in applicable laws or regulations after the date hereof, (F) changes in GAAP or regulatory accounting principles after the date hereof, or (G) earthquakes, hurricanes or other natural disasters (except, in the cases of (A), (B), (E) and (F), to the extent the Company and its Subsidiaries are disproportionately adversely affected relative to other companies in its industry or segment).

          “ Net Asset Amount ” shall mean the amount that is equal to (i) the total assets of the Company and its Subsidiaries as of and including the Closing Date, minus (ii) the total liabilities of the Company and its Subsidiaries as of and including the Closing Date, in each case without duplication and calculated in accordance with GAAP.

          “ Non-Compete Agreements ” shall mean, collectively, the General Non-Compete Agreements and the Key Employee Non-Compete Agreement.

          “ Operating Agreement ” shall mean the Operating Agreement, in the form set forth on Exhibit B .

          “ Outstanding Claim ” shall mean any good faith claim for indemnification that is the subject of a Claims Notice that at any time in question is (i) not resolved or disposed of pursuant to this Agreement or (ii) not determined by a court of competent jurisdiction, such determination not being appealable, to be not payable to the Indemnified Party.

          “ Owned Company Intellectual Property ” shall mean all Company Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

          “ Ownership Percentage ” shall mean the aggregate percentage of the total number of Company Shares, Company Vested Options and Company Unvested Options outstanding that is owned by each Stockholder, as set forth across from such Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ).

          “ Permits ” shall mean all permits, licenses, approvals, franchises, registrations, accreditations and written authorizations issued by any Governmental Authority that are used or held for use in, necessary or otherwise relate to the ownership, operation or other use of any of the Company’s or any of its Subsidiaries’ business.

          “ Permitted Liens ” shall mean (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for amounts which are not material and not yet due and payable and which secure an obligation of the Company, (ii) Liens arising under Contracts with third parties entered into in the ordinary course of business in respect of amounts still owing, which Liens are reflected in the Financial Statements, and (iii) Liens for Taxes not yet due and payable or delinquent and for which there are adequate reserves in the Financial Statements.

          “ Person ” shall mean any individual, partnership, limited liability company, association, joint venture, corporation, trust, unincorporated organization, Governmental Authority or other entity.

          “ Personal Information ” shall mean any personally identifying information (including name, address, telephone number, email address, account and/or policy information) of any Person and any and all other “nonpublic personal information” (as such term is defined in the Gramm-Leach-Bliley Act of 1999 and implementing regulations, both as may be amended from time to time).

          “ Pre-Closing Tax Period ” shall mean the portion of a Straddle Period ending on the Closing Date.

          “ Purchaser Common Stock ” shall mean the common stock, par value $0.01 per share, of the Purchaser.

          “ Purchaser Plan ” shall mean the Purchaser’s 2007 Incentive Compensation Plan.

          “ Purchaser Plan Restrictions ” shall mean, with regard to any shares of Restricted Stock, all restrictions imposed on such shares pursuant to the Purchaser Plan and the award agreement governing such share or shares, including, without limitation, that (i) when used in Section 2.2(b) hereof, one third of such shares will vest on the first anniversary of the Closing Date, the second third of such shares will vest on the second anniversary of the Closing Date, and the final third of such shares will vest on the third anniversary of the Closing Date and (ii) when used anywhere else in this Agreement, one third of such shares will vest on the first anniversary of the grant date, the second third of such shares will vest on the second anniversary of the grant date, and the final third of such shares will vest on the third anniversary of the grant date, in all cases only to the extent the holder of such shares remains an employee with the Purchaser or one of its Affiliates on such dates.

          “ Release ” shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, leak, flow, discharge, disposal or emission.

          “ SEC ” shall mean the United States Securities and Exchange Commission.

          “ Securities Act ” shall mean the Securities Act of 1933, as amended.

          “ Software ” shall mean all computer software programs and related documentation and materials (including Internet Web sites and Intranet sites), including, but not limited to programs, tools, operating system programs, application software, system software, firmware and middleware, including the source and object code versions thereof, in any and all forms and media, and all documentation, user manuals, training materials and development materials related to the foregoing.

          “ Straddle Period ” shall mean any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.

          “ Subsidiary ” and “ Subsidiaries ” shall mean, with respect to any Person, any other Person in which such Person (i) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities, equity securities, profits interest or capital interest, (ii) is entitled to elect at least a majority of the board of directors or similar governing body or (iii) in the case of a limited partnership or limited liability company, is a general partner or managing member, respectively.

          “ Tax Return ” shall mean any report, return, election, notice, estimate, declaration, information statement, claim for refund, amendment or other form or document (including all schedules, exhibits and other attachments thereto) relating to and filed or required to be filed with a Taxing Authority in connection with any Tax.

          “ Taxes ” shall mean any and all federal, national, provincial, state, local and foreign taxes, assessments and other governmental charges, duties, impositions, levies and liabilities (including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem , transfer, gains, franchise, estimated, withholding, payroll, recapture, employment, excise, unemployment, insurance, social security, business license, occupation, business organization, stamp, environmental and property taxes), together with all interest, penalties and additions imposed with respect to such amounts. For purposes of this Agreement, “Taxes” also includes any liability pursuant to Treasury Regulation Section 1.1502-6 or comparable provisions of state, local or foreign Tax Law, any obligation under any agreement or arrangement with any Person with respect to the liability for, or sharing of, Taxes (including pursuant to Treasury Regulation Section 1.1502-6 or comparable provisions of state, local or foreign Tax Law) and any liability for Taxes as a transferee or successor, by contract or otherwise.

          “ Taxing Authority ” shall mean any federal, national, provincial, foreign, state or local government, or any subdivision, agency, commission or authority thereof exercising Tax regulatory, enforcement, collection or other authority.

          “ Trade Secrets ” shall mean any and all trade secrets, including any non-public and confidential information, technology, information, know-how, proprietary processes, formulae, algorithms, models or methodologies constituting trade secrets, customer lists, and all rights in and to the same.

          “ Transfer ” shall mean any transfer, sale, gift, assignment, distribution, conveyance, pledge, hypothecation, encumbrance or other voluntary or involuntary transfer of title or beneficial interest, whether or not for value, including, without limitation, any disposition by operation of Law or any grant of a derivative or economic interest therein.

          “ Transfer Restrictions ” shall mean, with regard to any share or shares of Purchaser Common Stock, that such share or shares may not be Transferred to any Person under any circumstances except, (1) with the written consent of the Purchaser, (2) pursuant to a tender offer within the meaning of the Securities Exchange Act of 1934, as amended, for any or all of the Purchaser Common Stock, (3) in connection with any plan of reorganization, restructuring, bankruptcy, insolvency, merger or consolidation, reclassification, recapitalization, or, in each case, similar corporate event of the Purchaser, or (4) through an involuntary transfer pursuant to operation of Law, subject to the expiration of any such Transfer Restrictions as set forth in Article II hereof.

          “ Treasury Regulations ” shall mean the regulations, including temporary regulations, promulgated under the Code, as the same may be amended hereafter from time to time (including corresponding provisions of succeeding regulations).

          “ Unvested Stockholders ” shall mean all of those Stockholders listed on Exhibit A as owning Company Unvested Options as related to such Company Unvested Options.

          “ Vested Stockholders ” shall mean all of those Stockholders listed on Exhibit A as owning Company Shares and/or Company Vested Options as related to such Company Shares and/or Company Vested Options.

          Each of the following terms is defined in the Section set forth opposite such term:

          Section 1.2 Rules of Construction .

          (a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

          (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear unless otherwise specified. The phrase “the date of this Agreement,” “date hereof” and terms of similar import, unless the context

otherwise requires, shall be deemed to refer to the date set forth in the preamble of this Agreement.

          (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

          (d) The parties hereto acknowledge that each party hereto has reviewed, and has had an opportunity to have its attorney review, this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

          (e) Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

          (f) All references to currency herein shall be to, and all payments required hereunder shall be paid in United States dollars.

          (g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

ARTICLE II

PURCHASE AND SALE OF THE SHARES

          Section 2.1 Purchase and Sale of the Shares . On the terms and subject to the conditions set forth herein, at the Closing as described in Article III hereof, each of the Stockholders shall sell, transfer, convey, assign and deliver to the Purchaser (or one or more direct or indirect Subsidiaries of the Purchaser as the Purchaser may designate; provided that the Purchaser remains obligated under this Agreement) all of the Company Shares set forth opposite such Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ) hereto, and the Purchaser (or one or more designees of the Purchaser) shall purchase and acquire from the Stockholders, all right, title and interest in the Company Shares, free and clear of any and all Liens. Furthermore, on the terms and subject to the conditions set forth herein, the Company and each Stockholder that holds Company Vested Options and/or Company Unvested Options consents and agrees that all such Company Vested Options and Company Unvested Options shall be cancelled as of the Closing in exchange for such Stockholder’s portion of the Purchase Price and any right to participate in the Earn-out Payments, as the case may be, in accordance with this Article II .

          Section 2.2 Purchase Price .

          (a) In consideration of the conveyance of the Company Shares to the Purchaser and the cancellation of the Company Vested Options, and subject to the terms and conditions hereof, the Purchaser shall pay to the Vested Stockholders, in the amounts and as set forth on Exhibit A , an aggregate of $10,000,000 in cash (the “ Cash Purchase Price to Vested Stockholders ”) and 2,676,437 shares of Purchaser Common Stock (the “ Share Purchase Price to Vested Stockholders ” and, together with the Cash Purchase Price to Vested Stockholders, the “ Purchase Price to Vested Stockholders ”), which shares shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Closing, the second third of such shares on the second anniversary of the Closing and the final third of such shares on the third anniversary of the Closing. Furthermore, each such Vested Stockholder also shall have the right hereunder to receive the Earn-out Payments to Vested Stockholders in accordance with the terms of this Article II , and subject to the other terms of this Agreement.

          (b) In consideration of the cancellation of the Company Unvested Options, and subject to the terms and conditions hereof, the Purchaser shall pay on January 2, 2009 to the Unvested Stockholders, with respect to the Company Unvested Options respectively held by such Unvested Stockholders and in the amounts and as set forth on Exhibit A , an aggregate of 323,563 shares of Restricted Stock (as such term is defined in the Purchaser Plan) from the Purchaser Plan (the “ Share Purchase Price to Unvested Stockholders ” and, together with the Purchase Price to Vested Stockholders, the “ Purchase Price ”), which shares shall be subject to Purchaser Plan Restrictions. For the avoidance of doubt, any shares of Restricted Stock that make up part of the Share Purchase Price to Unvested Stockholders that are forfeited pursuant to the terms of the Purchaser Plan shall be reissued to Vested Stockholders, as shares of Purchaser Common Stock subject to Transfer Restrictions and not as Restricted Stock from the Purchaser Plan subject to Purchaser Plan Restrictions, in accordance with the last sentence of Section 2.4(a) , 2.4(b) , 2.4(c) or 2.4(d) , as applicable, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Closing Date, the second third of such shares on the second anniversary of the Closing Date and the final third of such shares on the third anniversary of the Closing Date. Furthermore, each such Unvested Stockholder also shall have the right hereunder to participate in the Earn-out Payments to Unvested Stockholders in accordance with the terms of this Article II , and subject to the other terms of this Agreement.

          Section 2.3 Earn-out Payments to Unvested Stockholders .

          (a)  2008 Earnout to Unvested Stockholders . In the event that ECM earns an ECM Profit during the fourth quarter of ECM’s 2008 fiscal year, then the Purchaser shall pay into an employee bonus pool for the benefit of the Unvested Stockholders who are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2008 fiscal year (to be allocated among such Unvested Stockholders pursuant to each such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” set forth across from such Unvested Stockholder’s name on Exhibit A (as

it may be revised pursuant to Section 3.2 )) 18.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, which amount shall be paid into the bonus pool on the tenth day after the Announcement Date for the 2008 fiscal year, 50% of which shall be paid in cash and 50% of which shall be paid in shares of Restricted Stock from the Purchaser Plan, valued as set forth in the Purchaser Plan and subject to Purchaser Plan Restrictions. In the event that any Unvested Stockholder who would have otherwise been eligible, if employed by the Purchaser or any of its Affiliates on the Announcement Date for the 2008 fiscal year, to receive a portion of any payment made by the Purchaser into the bonus pool pursuant to this Section 2.3(a) is no longer an employee of the Purchaser or any of its Affiliates on the Announcement Date for the 2008 fiscal year for any reason whatsoever (including the death or disability of such Unvested Stockholder prior to the Announcement Date for the 2008 fiscal year), then the portion of such payment that such Unvested Stockholder would otherwise have been entitled to pursuant to such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” shall instead be forfeited and reallocated pro rata among the Unvested Stockholders that are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2008 fiscal year. The Purchaser shall cause the distribution of the Restricted Stock and cash payment to an Unvested Stockholder entitled thereto to be made by the earlier of the last day of fiscal year 2009 or the tenth day after the Announcement Date for fiscal year 2008.

          (b)  2009 Earnout to Unvested Stockholders . In the event that ECM earns an ECM Profit during ECM’s 2009 fiscal year, then the Purchaser shall pay into an employee bonus pool for the benefit of the Unvested Stockholders who are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2009 fiscal year (to be allocated among such Unvested Stockholders pursuant to each such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” set forth across from such Unvested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 )) 18.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year and ECM’s entire 2009 fiscal year, taken together, less any amounts previously paid into the bonus pool in accordance with Section 2.3(a) , which amount shall be paid into the bonus pool on the tenth day after the Announcement Date for the 2009 fiscal year, 50% of which shall be paid in cash and 50% of which shall be paid in shares of Restricted Stock from the Purchaser Plan, valued as set forth in the Purchaser Plan and subject to Purchaser Plan Restrictions. In the event that any Unvested Stockholder who would have otherwise been eligible, if employed by the Purchaser or any of its Affiliates on the Announcement Date for the 2009 fiscal year, to receive a portion of any payment made by the Purchaser into the bonus pool pursuant to this Section 2.3(b) is no longer an employee of the Purchaser or any of its Affiliates on the Announcement Date for the 2009 fiscal year for any reason whatsoever (including the death or disability of such Unvested Stockholder prior to the Announcement Date for the 2009 fiscal year), then the portion of such payment that such Unvested Stockholder would otherwise have been entitled to pursuant to such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” shall instead be forfeited and reallocated pro rata among the Unvested Stockholders that are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2009 fiscal year. The Purchaser shall cause the distribution of the Restricted Stock and cash payment to an Unvested Stockholder

entitled thereto to be made by the earlier of the last day of fiscal year 2010 or the tenth day after the Announcement Date for fiscal year 2009.

          (c)  2010 Earnout to Unvested Stockholders . In the event that ECM earns an ECM Profit during ECM’s 2010 fiscal year, then the Purchaser shall pay into an employee bonus pool for the benefit of the Unvested Stockholders who are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2010 fiscal year (to be allocated among such Unvested Stockholders pursuant to each such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” set forth across from such Unvested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 )) 18.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, ECM’s entire 2009 fiscal year and ECM’s entire 2010 fiscal year, taken together, less any amounts previously paid into the bonus pool in accordance with Sections 2.3(a) and 2.3(b) , which amount shall be paid into the bonus pool on the tenth day after the Announcement Date for the 2010 fiscal year, 50% of which shall be paid in cash and 50% of which shall be paid in shares of Restricted Stock from the Purchaser Plan, valued as set forth in the Purchaser Plan and subject to Purchaser Plan Restrictions. In the event that any Unvested Stockholder who would have otherwise been eligible, if employed by the Purchaser or any of its Affiliates on the Announcement Date for the 2010 fiscal year, to receive a portion of any payment made by the Purchaser into the bonus pool pursuant to this Section 2.3(c) is no longer an employee of the Purchaser or any of its Affiliates on the Announcement Date for the 2010 fiscal year for any reason whatsoever (including the death or disability of such Unvested Stockholder prior to the Announcement Date for the 2010 fiscal year), then the portion of such payment that such Unvested Stockholder would otherwise have been entitled to pursuant to such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” shall instead be forfeited and reallocated pro rata among the Unvested Stockholders that are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2010 fiscal year. The Purchaser shall cause the distribution of the Restricted Stock and cash payment to an Unvested Stockholder entitled thereto to be made by the earlier of the last day of fiscal year 2011 or the tenth day after the Announcement Date for fiscal year 2010.

          (d)  2011 Earnout to Unvested Stockholders . In the event that ECM earns an ECM Profit during ECM’s 2011 fiscal year, then the Purchaser shall pay into an employee bonus pool for the benefit of the Unvested Stockholders who are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2011 fiscal year (to be allocated among such Unvested Stockholders pursuant to each such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” set forth across from such Unvested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 )) 18.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, ECM’s entire 2009 fiscal year, ECM’s entire 2010 fiscal year and ECM’s entire 2011 fiscal year, taken together, less any amounts previously paid into the bonus pool in accordance with Sections 2.3(a) , 2.3(b) and 2.3(c) , which amount shall be paid into the bonus pool on the tenth day after the Announcement Date for the 2011 fiscal year, 50% of which shall be paid in cash and 50% of which shall be paid in shares of Restricted Stock from the Purchaser Plan, valued as set forth in the Purchaser Plan and subject to Purchaser Plan Restrictions. In the event that any Unvested Stockholder who

would have otherwise been eligible, if employed by the Purchaser or any of its Affiliates on the Announcement Date for the 2011 fiscal year, to receive a portion of any payment made by the Purchaser into the bonus pool pursuant to this Section 2.3(d) is no longer an employee of the Purchaser or any of its Affiliates on the Announcement Date for the 2011 fiscal year for any reason whatsoever (including the death or disability of such Unvested Stockholder prior to the Announcement Date for the 2011 fiscal year), then the portion of such payment that such Unvested Stockholder would otherwise have been entitled to pursuant to such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” shall instead be forfeited and reallocated pro rata among the Unvested Stockholders that are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2011 fiscal year. The Purchaser shall cause the distribution of the Restricted Stock and cash payment to an Unvested Stockholder entitled thereto to be made by the earlier of the last day of fiscal year 2012 or the tenth day after the Announcement Date for fiscal year 2011.

          (e)  Additional Earnout to Unvested Stockholders . If the aggregate ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, ECM’s entire 2009 fiscal year, ECM’s entire 2010 fiscal year and ECM’s entire 2011 fiscal year, taken together and reduced by any and all ECM Losses incurred in any such period, exceeds $15,000,000, then the Purchaser shall pay 9.45% of such excess into an employee bonus pool for the benefit of the Unvested Stockholders who are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2011 fiscal year, to be allocated among such Unvested Stockholders pursuant to each such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” set forth across from such Unvested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ). Such amount shall be paid into the bonus pool on the tenth day after the Announcement Date for the 2011 fiscal year, 50% of which shall be paid in cash and 50% of which shall be paid in shares of Restricted Stock from the Purchaser Plan, valued as set forth in the Purchaser Plan and subject to Purchaser Plan Restrictions. In the event that any Unvested Stockholder who would have otherwise been eligible, if employed by the Purchaser or any of its Affiliates on the Announcement Date for the 2011 fiscal year, to receive a portion of any payment made by the Purchaser into the bonus pool pursuant to this Section 2.3(e) is no longer an employee of the Purchaser or any of its Affiliates on the Announcement Date for the 2011 fiscal year for any reason whatsoever (including the death or disability of such Unvested Stockholder prior to the Announcement Date for the 2011 fiscal year), then the portion of such payment that such Unvested Stockholder would otherwise have been entitled to pursuant to such Unvested Stockholder’s “Earn-out Ratio for Unvested Stockholders” shall instead be forfeited and reallocated pro rata among the Unvested Stockholders that are employed by the Purchaser or one of its Affiliates on the Announcement Date for the 2011 fiscal year. The Purchaser shall cause the distribution of the Restricted Stock and cash payment to an Unvested Stockholder entitled thereto to be made by the earlier of the last day of fiscal year 2012 or the tenth day after the Announcement Date for fiscal year 2011.

          (f)  Code Section 409A Compliance . It is the intention of the Purchaser that the payments or benefits to which an Unvested Stockholder could be entitled pursuant to this Section 2.3 or otherwise in this Agreement comply with Code

Section 409A of the Code, the Treasury regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, after application of all available exemptions, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If an Unvested Stockholder or the Purchaser reasonably believes, at any time, that any such payment or benefit that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to attempt to amend the terms of such payments and benefits such that they comply with Section 409A or are exempt from Section 409A (with the most limited possible economic effect on the Unvested Stockholder and the Purchaser).

          Section 2.4 Earn-out Payments to Vested Stockholders .

          (a)  2008 Earnout to Vested Stockholders . In the event that ECM earns an ECM Profit during the fourth quarter of ECM’s 2008 fiscal year, then the Purchaser shall pay to the Vested Stockholders 85.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, payable on the Announcement Date for the 2008 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the Announcement Date for the 2008 fiscal year (subject, in the case of each Vested Stockholder, to such Vested Stockholder delivering a duly executed Representation Letter in the form attached hereto as Exhibit C (the “ Representation Letter ”) dated as of the Announcement Date for the 2008 fiscal year), which Purchaser Common Stock shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Announcement Date for the 2008 fiscal year, the second third of such shares on the second anniversary of the Announcement Date for the 2008 fiscal year, and the final third of such shares on the third anniversary of the Announcement Date for the 2008 fiscal year. Any payments pursuant to this Section 2.4(a) shall be in addition to any shares of Purchaser Common Stock which are reissued pursuant to Section 2.2(b) , which shares shall be issuable on the Announcement Date for the 2008 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ).

          (b)  2009 Earnout to Vested Stockholders . In the event that ECM earns an ECM Profit during ECM’s 2009 fiscal year, then the Purchaser shall pay to the Vested Stockholders 85.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year and ECM’s entire 2009 fiscal year, taken together, less any amounts previously paid to the Vested Stockholders in accordance with Section 2.4(a) , payable on the Announcement Date for the 2009 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in shares of Purchaser Common Stock valued at the Average Purchaser Share Price

as of the Announcement Date for the 2009 fiscal year (subject, in the case of each Vested Stockholder, to such Vested Stockholder delivering a duly executed Representation Letter dated as of the Announcement Date for the 2009 fiscal year), which Purchaser Common Stock shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Announcement Date for the 2009 fiscal year, the second third of such shares on the second anniversary of the Announcement Date for the 2009 fiscal year, and the final third of such shares on the third anniversary of the Announcement Date for the 2009 fiscal year. Any payments pursuant to this Section 2.4(b) shall be in addition to any shares of Purchaser Common Stock which are reissued pursuant to Section 2.2(b) , which shares shall be issuable on the Announcement Date for the 2009 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ).

          (c)  2010 Earnout to Vested Stockholders . In the event that ECM earns an ECM Profit during ECM’s 2010 fiscal year, then the Purchaser shall pay to the Vested Stockholders 85.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, ECM’s entire 2009 fiscal year and ECM’s entire 2010 fiscal year, taken together, less any amounts previously paid to the Vested Stockholders in accordance with Section 2.4(a) and 2.4(b) , payable on the Announcement Date for the 2010 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the Announcement Date for the 2010 fiscal year (subject, in the case of each Vested Stockholder, to such Vested Stockholder delivering a duly executed Representation Letter dated as of the Announcement Date for the 2010 fiscal year), which Purchaser Common Stock shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Announcement Date for the 2010 fiscal year, the second third of such shares on the second anniversary of the Announcement Date for the 2010 fiscal year, and the final third of such shares on the third anniversary of the Announcement Date for the 2010 fiscal year. Any payments pursuant to this Section 2.4(c) shall be in addition to any shares of Purchaser Common Stock which are reissued pursuant to Section 2.2(b) , which shares shall be issuable on the Announcement Date for the 2010 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ).

          (d)  2011 Earnout to Vested Stockholders . In the event that ECM earns an ECM Profit during ECM’s 2011 fiscal year, then the Purchaser shall pay to the Vested Stockholders 85.9% of an aggregate of up to $15,000,000 of ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, ECM’s entire 2009 fiscal year, ECM’s entire 2010 fiscal year, and ECM’s entire 2011 fiscal year, taken together, less any amounts previously paid to the Vested Stockholders in accordance with Section 2.4(a) , 2.4(b) and 2.4(c) , payable on the Announcement Date for the 2011 fiscal year to each Vested

Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the Announcement Date for the 2011 fiscal year (subject, in the case of each Vested Stockholder, to such Vested Stockholder delivering a duly executed Representation Letter dated as of the Announcement Date for the 2011 fiscal year), which Purchaser Common Stock shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Announcement Date for the 2011 fiscal year, the second third of such shares on the second anniversary of the Announcement Date for the 2011 fiscal year, and the final third of such shares on the third anniversary of the Announcement Date for the 2011 fiscal year. Any payments pursuant to this Section 2.4(d) shall be in addition to any shares of Purchaser Common Stock which are reissued pursuant to Section 2.2(b) , which shares shall be issuable on the Announcement Date for the 2011 fiscal year to each Vested Stockholder pursuant to such Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ).

          (e)  Additional Earnout to Vested Stockholders . If the aggregate ECM Profit for the fourth quarter of ECM’s 2008 fiscal year, ECM’s entire 2009 fiscal year, ECM’s entire 2010 fiscal year and ECM’s entire 2011 fiscal year, taken together and reduced by any and all ECM Losses incurred in any such period, exceeds $15,000,000, then the Purchaser shall pay 40.55% of such excess to the Vested Stockholders, payable on the Announcement Date for the 2011 fiscal year to each Vested Stockholder pursuant to such Vested Stockholder’s “Earn-out Ratio for Vested Stockholders” set forth across from such Vested Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the Announcement Date for the 2011 fiscal year (subject, in the case of each Vested Stockholder, to such Vested Stockholder delivering a duly executed Representation Letter dated as of the Announcement Date for the 2011 fiscal year), which Purchaser Common Stock shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Vested Stockholder, be lifted on one-third of such shares on the first anniversary of the Announcement Date for the 2011 fiscal year, the second third of such shares on the second anniversary of the Announcement Date for the 2011 fiscal year, and the final third of such shares on the third anniversary of the Announcement Date for the 2011 fiscal year.

          Section 2.5 Change in Control .

          (a) In the event that the Purchaser experiences a Change in Control on or before December 31, 2009 then, in addition to any payments already made or owed pursuant to Section 2.3(a) and 2.4(a) hereof, the Purchaser shall, in lieu of the Earn-out Payments contemplated by Section 2.3(b) , 2.3(c) , 2.3(d) , 2.3(e) , 2.4(b) , 2.4(c) , 2.4(d) and 2.4(e) , pay to the Stockholders $15,000,000, payable in equal installments on March 1, 2010, March 1, 2011 and March 1, 2012 to each Stockholder pursuant to such

Stockholder’s “Change in Control Ratio” set forth across from such Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in the form of the consideration received by the stockholders of the Purchaser in the Change in Control or, if no consideration is received by the stockholders of Purchaser in such Change in Control, in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the date of the first public announcement of the Change in Control.

          (b) In the event that the Purchaser experiences a Change in Control after December 31, 2009 and on or before December 31, 2010 then, in addition to any payments already made or owed pursuant to Sections 2.3(a) , 2.3(b) , 2.4(a) and 2.4(b) hereof, the Purchaser shall, in lieu of the Earn-out Payments contemplated by Sections 2.3(c) , 2.3(d) , 2.3(e) , 2.4(c) , 2.4(d) and 2.4(e) , pay to the Stockholders $10,000,000, payable in equal installments on March 1, 2011 and March 1, 2012 to each Stockholder pursuant to such Stockholder’s “Change in Control Ratio” set forth across from such Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in the form of the consideration received by the stockholders of the Purchaser in the Change in Control or, if no consideration is received by the stockholders of Purchaser in such Change in Control, in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the date of the first public announcement of the Change in Control.

          (c) In the event that the Purchaser experiences a Change in Control after December 31, 2010 and on or before December 31, 2011 then, in addition to any payments already made or owed pursuant to Sections 2.3(a) , 2.3(b) , 2.3(c) , 2.4(a) , 2.4(b) and 2.4(c) hereof, the Purchaser shall, in lieu of the Earn-out Payments contemplated by Sections 2.3(d) , 2.3(e) , 2.4(d) and 2.4(e) , pay to the Stockholders $5,000,000, payable on March 1, 2012 to each Stockholder pursuant to such Stockholder’s “Change in Control Ratio” set forth across from such Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ), 50% of which shall be paid in cash and 50% of which shall be paid in the form of the consideration received by the stockholders of the Purchaser in the Change in Control or, if no consideration is received by the stockholders of Purchaser in such Change in Control, in shares of Purchaser Common Stock valued at the Average Purchaser Share Price as of the date of the first public announcement of the Change in Control.

          (d) To the extent the consideration received by the stockholders of the Purchaser in a Change of Control consists of shares of the capital stock of any Person, such shares shall be subject to Transfer Restrictions, which Transfer Restrictions shall, for each Stockholder, be lifted on one-third of such shares on each of the first, second and third anniversaries of the relevant payment date. In the event that any Unvested Stockholder that is eligible to receive a portion of any payment made pursuant to Section 2.5(a) , 2.5(b) or 2.5(c) is no longer an employee of the Purchaser or its successor entity or any of their Affiliates as of the relevant payment date for any reason whatsoever (including the death or disability of such Unvested Stockholder prior to the relevant payment date), then the portion of such payment that such Unvested Stockholder would otherwise have been entitled to pursuant to such Unvested Stockholder’s “Change in

Control Ratio” shall instead be forfeited and reissued pro rata among the Unvested Stockholders that are employed by the Purchaser or its successor entity or one of their Affiliates as of the relevant payment date.

          Section 2.6 Post-Closing Purchase Price Adjustment .

          (a)  Post-Closing Net Asset Amount Payment . Notwithstanding anything to the contrary contained in this Agreement, the parties agree that, as of and on the Closing Date, the value of the Net Asset Amount of the Company shall be no less than $2,600,000 (the “ Target Net Asset Amount ”). In the event the actual Net Asset Amount on the Closing Date, as determined pursuant to Section 2.6(c) hereof and Section 2.6(d) hereof (the “ Actual Net Asset Amount ”), is less than the Target Net Asset Amount, the Stockholders shall pay to the Purchaser, within three (3) Business Days of the final determination of the Actual Net Asset Amount pursuant to Section 2.6(c) hereof and Section 2.6(d) hereof, the amount of such shortfall, in the manner set forth in Section 2.6(a) of the Disclosure Schedule and pursuant to such Stockholder’s “True-up Ratio” set forth across from such Stockholder’s name on Exhibit A (as it may be revised pursuant to Section 3.2 ). In the event the Actual Net Asset Amount is greater than the Target Net Asset Amount, the Purchaser shall pay each Stockholder, in the proportion to such Stockholder’s Ownership Percentage as set forth on Exhibit A (as it may be revised pursuant to Section 3.2 ), by wire transfer in immediately available funds within three (3) Business Days of the final determination of the Actual Net Asset Amount pursuant to Section 2.6(c) hereof and Section 2.6(d) hereof, the amount of such excess.

          (b)  Post-Closing Debt Adjustment . Notwithstanding anything to the contrary contained in this Agreement, the parties agree that, as of and on the Closing Date, the Company’s Debt shall be equal to Zero Dollars ($0). In the event that Actual Debt is greater than Zero Dollars ($0) (such amount, “ Excess Debt ”) as determined pursuant to Section 2.6(c) hereof and Section 2.6(d) hereof, each Stockholder shall be severally but not jointly liable to the Purchaser for an amount equal to such Excess Debt multiplied by such Stockholder’s True-up Ratio as set forth on Exhibit A (as it may be revised pursuant to Section 3.2 ) and shall pay by wire transfer in immediately available funds to the Purchaser an amount equal to such amount to an account designated by the Purchaser within three (3) Business Days of the final determination of the amount of Actual Debt (the “ Post-Closing Excess Debt Payment ”).

          (c)  Closing Date Balance Sheet . The Actual Net Asset Amount and the Actual Debt shall be set forth in a closing date balance sheet (the “ Closing Date Balance Sheet ”). All items on the Closing Date Balance Sheet shall be determined and computed in accordance with GAAP in effect as of the date hereof, applied in accordance with the reasonable past practice of the Company. The Purchaser, in conjunction with its independent accountants, shall prepare and present to the Stockholder Representative a draft of the Closing Date Balance Sheet (the “ Preliminary Closing Date Balance Sheet ”) promptly, but not more than sixty (60) days after the Closing Date. The Stockholder Representative and its independent accountants shall have the right to observe and participate in the preparation of the Preliminary Closing Date Balance Sheet and, during such sixty (60) day period, the Purchaser shall provide the Stockholder Representative

and its independent accountants and other authorized representatives with reasonable access to the Company’s facilities, books and records and its personnel and accountants; provided , however , that (i) such observation, participation and access shall not unreasonably interfere with the business operations of the Purchaser or its Subsidiaries; (ii) the Purchaser shall not be required to provide access to any information or take any other action that would constitute a waiver of the attorney-client privilege; and (iii) the Purchaser need not supply any Person with any information which, in the reasonable judgment of the Purchaser, the Purchaser is under a legal obligation not to supply. The Stockholders will use their reasonable best efforts to cooperate with the Purchaser in the preparation of such Preliminary Closing Date Balance Sheet.

          (d)  Post-Closing Adjustment Disputes . The Stockholder Representative shall notify the Purchaser of any dispute with the Preliminary Closing Date Balance Sheet, identifying with specificity the disputed calculations, in writing promptly, but not more than thirty (30) days after its receipt by the Stockholder Representative. If the parties cannot agree on the terms of the Preliminary Closing Date Balance Sheet within thirty (30) days after the Stockholder Representative has notified the Purchaser of the dispute in writing regarding the Preliminary Closing Date Balance Sheet, the parties shall submit the dispute to a mutually acceptable independent “Big Four” accounting firm (the “ Reviewing Accountants ”), whose determination of the Actual Net Asset Amount and the Actual Debt shall be binding on the parties. The fees of such Reviewing Accountants shall be borne by the Purchaser if an adjustment is made in favor of the Stockholders and by the Stockholders if no adjustment or an adjustment in the Purchaser’s favor is made. The Preliminary Closing Date Balance Sheet, together with any adjustments or corrections agreed upon by the Purchaser and the Stockholder Representative and/or determined by the Reviewing Accountants, shall comprise the final Closing Date Balance Sheet.

          Section 2.7 Imputed Interest . The parties hereto shall treat such portion of any payment to the Stockholders under this Agreement as imputed interest to the extent required pursuant to Section 483 or Section 1274 of the Code.

          Section 2.8 Withholding . The Purchaser (and, after the Closing, at the Purchaser’s election, the Company) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it reasonably determines it should deduct and withhold with respect to the making of such payment under the Code and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, including any Taxing Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by the Purchaser (or the Company, as applicable). The Purchaser and the Stockholders shall cooperate and work in good faith to eliminate or minimize any such withholding.

ARTICLE III

CLOSING

          Section 3.1 Closing . Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019, no later than three (3) Business Days following the satisfaction or waiver of the conditions set forth in this Article III (other than conditions which, by their nature, are to be satisfied at the Closing, but subject to such conditions), or at such other time and place and on such other date as the Purchaser and the Stockholders shall agree (the “ Closing Date ”).

          Section 3.2 Deliveries Prior to Closing . The Stockholder Representative shall deliver or cause to be delivered on behalf of all Stockholders not later than two (2) Business Days prior to the Closing Date (a) a revised and restated Exhibit A as of that date, listing each Stockholder, his, her or its Ownership Percentage, the number of Company Shares, Company Vested Options and Company Unvested Options held by each such Stockholder, the amount of the Cash Purchaser Price to Vested Stockholders, the Share Purchase Price to Vested Stockholders and the Share Purchaser Price to Unvested Stockholders to be received by each such Stockholder, and the “Change in Control Ratio,” “True-up Ratio,” “Earn-out Ratio for Vested Stockholders” and “Earn-out Ratio for Unvested Stockholders” of each such Stockholder, in each case updated to reflect any and all changes to Exhibit A after the date hereof, including, without limitation, any and all exercises of Company Vested Options, and (b) a written notice to the Purchaser designating an account to which the Purchaser shall wire the Cash Purchase Price (the “ Wire Instructions ”). The Stockholder Representative shall be responsible for distributing the Cash Purchase Price to the Vested Stockholders as set forth on Exhibit A (as it may be revised pursuant to this Section 3.2 ).

          Section 3.3 Stockholders’ Deliveries at Closing . At the Closing the Stockholders shall deliver or cause to be delivered the following:

          (a) to the Purchaser, certificates representing the Company Shares owned by each Stockholder that is a signatory to this Agreement (either as an original signatory hereto or pursuant to a supplemental agreement agreeing to be bound by the terms and conditions of this Agreement as if he or she were an original signatory hereto) as set forth on Exhibit A (as it may be revised pursuant to Section 3.2 ), free and clear of any and all Liens, duly endorsed in blank for transfer or accompanied by stock powers duly endorsed in blank and with all appropriate stock transfer tax stamps affixed;

          (b) to the Purchaser, all other documents and instruments required to be delivered by the Company or such Stockholder on or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement to which such Stockholder is or is required to be a party, including, without limitation, those items set forth in Section 8.2 hereof;

          (c) to the Purchaser, signed counterparts of the Ancillary Agreements to which the Company and such Stockholder is a party;

          (d) to the Purchaser, signed counterparts of the Non-Compete Agreement, in the form set forth on Exhibit D (the “ Key Employee Non-Compete Agreements ”) from Richard J. Prati, Curtis L. Snyder and Richard Brown; and

          (e) to the Purchaser, signed counterparts of the Non-Compete Agreement, in the form set forth on Exhibit E (the “ General Non-Compete Agreements ”), from (i) Robert Sanderson and Bradley Gastwirth and (ii) at least 31 of the 41 Persons listed in Section 3.3(e) of the Disclosure Schedule.

          Section 3.4 Purchaser Deliveries at Closing . At the Closing the Purchaser shall deliver or cause to be delivered the following:

          (a) the Cash Purchase Price by wire transfer of immediately available funds to the account set forth in the Wire Instructions;

          (b) the Share Purchase Price to Vested Stockholders, allocated to each Stockholder as set forth on Exhibit A (as it may be revised pursuant to Section 3.2 );

          (c) to the Stockholders’ Representative, all other documents and instruments required to be delivered by the Purchaser to the Company or the Stockholders on or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement under which the Purchaser is or is required to be a party, including, without limitation, those set forth in Section 8.3 hereof; and

          (d) to the Stockholder Representative, signed counterparts of the Ancillary Agreements to which the Purchaser is a party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS

          The Company and each of the Principal Stockholders represents and warrants as of the date hereof and as of the Closing Date as follows:

          Section 4.1 Organization and Good Standing; Charter Documents . The Company and its Subsidiaries are duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as presently conducted. Each of the Company and its Subsidiaries are duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the nature of the business conducted by it or the assets or properties owned or leased by it requires qualification. The Company has provided the Purchaser with true, correct and accurate copies of each of the Company Charter Documents.

          Section 4.2 Authorization and Effect of Agreement . The Company has all requisite right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate action on the part of the Company is necessary to authorize the Company’s execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity.

          Section 4.3 Consents and Approvals; No Violations . Except as set forth in Section 4.3 of the Disclosure Schedule, no filing with, and no Permit or Consent of any Governmental Authority or any other Person is necessary to be obtained, made or given by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement or any Ancillary Agreement to which the Company is a party, the performance by the Company of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby or thereby. Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Company is a party by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof or thereof will (a) conflict with or result in any breach of any provision of the Company Charter Documents (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration or loss of material benefits) under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or otherwise may be subject to or bound or result in the creation of any Lien, other than Permitted Liens, on any of the assets or properties of the Company or any of its Subsidiaries, (c) violate any Permit or Law applicable to the Company of any of its Subsidiaries or to which the Company or any of its Subsidiaries or any of its or their assets or properties may be subject to or bound, or (d) result in the creation of any Lien on the Company Shares, except in the case of (b) or (c), a violation, breach or default which would not have or would not reasonably be expected to have a Material Adverse Effect.

          Section 4.4 Permits; Compliance with Law .

          (a)  Section 4.4(a) of the Disclosure Schedule sets forth a complete and accurate list of all Permits held or maintained by the Company or any of its Subsidiaries. The Company and its Subsidiaries hold all material Permits necessary for the ownership and lease of its and their properties and assets and the lawful conduct of its business as it

is now substantially conducted under and pursuant to all applicable Laws. All material Permits have been legally obtained and maintained and are valid and in full force and effect. The Company and its Subsidiaries are in compliance in all material respects with all of the terms and conditions of all Permits. To the Knowledge of the Company, (i) there has been no material change in the facts or circumstances reported or assumed in the application for or granting of any Permits and (ii) no outstanding violations are or have been recorded in respect of any Permits. No action, proceeding, claim or suit is pending or, to the Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any Permit, and, to the Knowledge of the Company, no investigation is pending or threatened in writing, to suspend, revoke, withdraw, modify or limit any Permit. To the Knowledge of the Company, there is no fact, error or admission relevant to any Permit that could reasonably be expected to result in the suspension, revocation, withdrawal, material modification or material limitation of, or could reasonably be expected to result in the threatened suspension, revocation, withdrawal, material modification or material limitation of, or in the loss of any Permit. Each Permit shall continue to be valid and in full force and effect immediately following the Closing without any Consent, approval or modification required by or from any Governmental Authority.

          (b) The Company and its Subsidiaries and its and their properties, assets, operations and business (i) are currently being operated in compliance in all material respects with all Permits and applicable Laws and (ii) have always been operated in compliance with all Permits and applicable Laws except, in the case of clause (ii), for such noncompliance as has not had or would not reasonably be expected to have a Material Adverse Effect.

          Section 4.5 Capitalization of the Company; Accredited Investors .

          (a) The entire authorized capital stock of the Company consists solely of (i) 15,000 shares of Company Common Stock, of which 2,424 shares are issued and outstanding and held by the Stockholders in the amounts set forth in Exhibit A hereto, and (ii) 5,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. The issued and outstanding capital stock of the Company consists solely of the Company Shares. There are no accrued and unpaid dividends in respect of any Company Shares. No other class of equity securities or other securities or rights of any kind of the Company are authorized, issued or outstanding. All of the Company Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Company’s organizational documents or any agreement to which the Company is a party or by which it is bound.

          (b) The authorized capital stock of each of the Company’s Subsidiaries is set forth in Section 4.5(b) of the Disclosure Schedule. There are no accrued and unpaid dividends in respect of any share of capital stock of any Subsidiary of the Company. No other class of equity securities or other securities or rights of any kind of any Subsidiary of the Company are authorized, issued or outstanding. All of the shares of capital stock of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable, and are owned of record and beneficially as set

forth in Section 4.5(b) of the Disclosure Schedule, free and clear of any and all Liens. Upon the delivery of the Company Shares as provided in Section 3.3 hereof, the Purchaser will be entitled to all the rights of a holder of such Company Shares.

          (c) Except as set forth in Section 4.5(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has issued any securities in violation of any preemptive or similar rights and there are no subscriptions, options, warrants, calls, commitments, preemptive rights, rights of first refusal, rights of first offer or other rights of any kind (absolute, contingent or otherwise) relating to the issuance, purchase or receipt of, nor are there any securities or instruments of any kind convertible into or exchangeable for, any capital stock (including, without limitation, outstanding, authorized but unissued, unauthorized, treasury or other shares thereof) or other equity interest or any debt security or instrument of the Company or any of its Subsidiaries. Exhibit A sets forth each Company Vested Option and Company Unvested Option and the holder thereof. The Company is not a party to or bound by and, to the Knowledge of the Company, there are no, restrictions upon, or voting trusts, proxies or other agreements or understandings of any kind with respect to, the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on, the Company Shares. Each Company Vested Option and each Company Unvested Option has been granted with an exercise price per share of Company Common Stock no less than the fair market value of a share of Company Common Stock on the date of grant, as such fair market value is determined pursuant to Section 409A of the Code, and qualifies for the tax treatment afforded to such Company Vested Option and such Company Unvested Option under the Financial Statements. The Company Vested Options and the Company Unvested Options were granted pursuant to and are subject in all respects to the stock option plan listed on Section 4.24(a) of the Disclosure Schedule.

          (d) To the Knowledge of the Company, no more than 15 individuals listed on Exhibit A hereto are not Accredited Investors (as defined in Regulation D promulgated under the Securities Act).

          Section 4.6 Accuracy of Stock Purchase Consideration; Capital Structure . Without limiting the Stockholders’ right to indemnification from the Purchaser as contemplated by Article X or the Stockholders’ other rights under this Agreement, the Purchaser’s payment of the Purchase Price, as and when due under the terms hereof and as reflected on Exhibit A (as it may be revised pursuant to Section 3.2 ), is the only obligation the Purchaser or the Company shall have with respect to the ownership or right to be issued, or otherwise in respect of, any Company Shares under existing agreements or instruments to which the Company is a party.

          Section 4.7 No Subsidiaries . Except as set forth in Section 4.7 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is the owner of record or beneficial owner, nor does it control, directly or indirectly, any capital stock, securities convertible into capital stock, or any other equity interest in any Person. Except as set forth in Section 4.7 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is or has ever been a partner or member, or has, or has ever had, any other ownership interest in any general or limited partnership, or any similar entity.

          Section 4.8 Minutes; Books and Records .

          (a) The Company has made available to the Purchaser true, complete and accurate copies, or the complete original, of the minute books of the Company and its Subsidiaries. The minute books of the Company and its Subsidiaries accurately reflect in all material respects all actions taken at meetings, or by written consent in lieu of meetings, of the stockholders, members, board of directors and all committees of the board of directors of the Company and its Subsidiaries. All corporate actions taken by the Company and its Subsidiaries have been duly authorized, and no such actions taken by the Company and its Subsidiaries have been taken in breach or violation of the Company Charter Documents.

          (b) The Company and its Subsidiaries maintain true, complete and accurate books and records which accurately reflect their assets and liabilities, in all material respects.

          Section 4.9 Litigation . There is no action, proceeding, claim, suit, opposition, challenge, charge or investigation (collectively, “ Proceedings ”) pending or, to the Knowledge of the Company, threatened, that questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with this Agreement or any Ancillary Agreement. Except as set forth in Section 4.9 of the Disclosure Schedule, there are no Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or its or their assets, properties, businesses, or employees. There are no outstanding judgments, writs, injunctions, orders, decrees or settlements against or that apply, in whole or in part, to the Company or any of its Subsidiaries, or its or their assets, properties, businesses, or employees, in each case to the extent relating to the business of the Company or any of its Subsidiaries.

          Section 4.10 Assets Necessary to the Company . The Company and its Subsidiaries own or have a valid license or leasehold interest in all of the rights, properties and assets, including Intellectual Property, that are used or held for use in or are necessary for the Company or any of its Subsidiaries or the Purchaser, as the case may be, to conduct the Company’s and its Subsidiaries’ business as currently conducted and as contemplated to be conducted. Immediately following the Closing, none of the Stockholders will own, license or lease any rights, properties or assets that are used or held for use in or are necessary for the Company or any of its Subsidiaries or the Purchaser, as the case may be, to conduct the Company’s and its Subsidiaries’ business as currently conducted and as contemplated to be conducted.

          Section 4.11 Financial Statements . The Company has delivered to the Purchaser (a) the audited combined balance sheets of the Company as of December 31, 2007, and the related combined statements of income, common shareholder’s equity, and of cash flows of the Company for the year ended December 31, 2007 (the “ Audited Financial Statements ”), and (b) an unaudited balance sheet of the Company as of July 31, 2008 and the related unaudited statements of income of the Company for the seven months ended July 31, 2008 (the “ Most Recent Financial Statements ,” and together with

the Audited Financial Statements, the “ Financial Statements .” The Financial Statements have been prepared in accordance with GAAP consistently applied, and fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates thereof and the results of their operations for the periods covered thereby; provided , however , that the Most Recent Financial Statements are subject to normal recurring year-end adjustments, which in the aggregate are not material, and lack footnotes and other presentation items.

          Section 4.12 Bank Accounts . Section 4.12 of the Disclosure Schedule contains a true, complete and accurate list of (a) the names and locations of all banks, trust companies, securities brokers and other financial institutions at which the Company or any of its Subsidiaries has an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship, (b) a true, complete and accurate list and description of each such account, box and relationship and (c) the name of every Person authorized to draw thereon or having access thereto.

          Section 4.13 Debt . S