EQUITY PURCHASE AGREEMENT

Exhibit 2.2

EQUITY PURCHASE AGREEMENT

BY AND AMONG

COMVERGE GIANTS, INC.,

A DELAWARE CORPORATION,

COMVERGE, INC.,

A DELAWARE CORPORATION,

KEITH HARTMAN,

AN INDIVIDUAL AND EQUITY HOLDER IN THE PURCHASED ENTITIES

AND

LORI HARTMAN,

AN INDIVIDUAL AND EQUITY HOLDER IN THE PURCHASED ENTITIES

Dated September 29, 2007

EQUITY PURCHASE AGREEMENT

This EQUITY PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of September 29, 2007, by and among Comverge, Inc., a Delaware corporation (“ Parent ”), Comverge Giants, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Buyer ”), Keith Hartman, an individual and equity holder in the Purchased Entities (as defined below), and Lori Hartman, an individual and equity holder in the Purchased Entities (Keith Hartman and Lori Hartman are together referred to herein as “ Sellers ”). Parent, Buyer and Sellers may be referred to hereinafter each as a “ Party ” or collectively as the “ Parties .”

RECITALS

WHEREAS , Parent wishes to acquire the Purchased Entities pursuant to the purchase of all of the equity ownership in the Purchased Entities and has newly formed Buyer for the sole purpose of effecting such a transaction on the terms and subject to the conditions set forth herein; and

WHEREAS , Sellers desire to sell all of the issued and outstanding equity interests in the Purchased Entities for the consideration as set forth herein.

AGREEMENT

NOW, THEREFORE , in consideration of the foregoing and the mutual representations, warranties and covenants contained herein, and intending to be legally bound, the Parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS

1.1 Defined Terms . Unless otherwise defined, capitalized terms used herein shall have the following meanings:

“ 2007 EBITDA Performance Metric ” means $2,047,500.

“ 2007 Revenue Performance Metric ” means $9,125,000.

“ 2008 EBITDA Performance Metric ” means $3,500,000.

“ 2008 Revenue Performance Metric ” means $13,200,000.

“ Action ” means any action, appeal, petition, plea, charge, complaint, claim, suit, litigation, arbitration, mediation, hearing, inquiry, investigation or similar event, occurrence or proceeding.

“ Affiliate ” with respect to any specified Person, means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person.

“ Agreement ” is defined in the Preamble.

“ Applicable Tax Law ” shall mean any Law of any Governmental Entity relating to Taxes, including regulations and other official pronouncements of such jurisdiction charged with interpreting such laws that have the force of law.

“ Balance Sheet ” is defined in Section 4.6.

“ Business ” shall mean the entire business and operations of the Purchased Entities, taken as a whole.

“ Business Day ” means any day other than a Saturday or Sunday, or a day on which the banking institutions of the State of New Jersey are authorized or required by law to be closed.

“ Buyer” is defined in the Preamble.

“ Closing ” is defined in Section 2.2.

“Closing Balance Sheet” means the consolidated balance sheet for the Purchased Entities as of the Closing Date.

“ Closing Cash Consideration ” means $9,000,000, adjusted as follows, if applicable: (i) decreased by the amount by which the Closing Date Debt exceeds $1,500,000 or (ii) increased by the amount by which $1,500,000 exceeds the Closing Date Debt.

“ Closing Consideration ” is defined in Section 2.3(a).

“ Closing Date ” is defined in Section 2.2.

“ Closing Date Debt ” means all indebtedness of the Purchased Entities for borrowed money outstanding on the Closing Date.

“ Closing Stock Consideration ” is defined in Section 2.4(b)(iii).

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

“ Consent ” means any consent, approval, notification, waiver, or other similar action required pursuant to a Contract or Law.

“Contingent Cash Consideration” means the additional cash available to be earned by Sellers pursuant to Section 2.6.

“ Contingent Share Consideration ” means 204,777 shares of Parent Common Stock.

“ Contract ” means any contract, agreement, license, lease, arrangement, commitment, letter of intent, memorandum of understanding, promise, obligation, right or instrument, whether written or oral, to which any of the Purchased Entities or any subsidiary thereto is a party or to which any of their assets are legally bound.

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“ Copyleft License ” means any license that requires, as a condition of use, modification and/or distribution of Copyleft Materials: (i) in the case of Software, the such Software be made available or distributed in a form other than binary (e.g., source code form), (ii) that such Copyleft Materials be licensed for the purpose of preparing derivative works, (iii) that such Copyleft Materials be licensed under terms that allow products or services of any of the Purchased Entities or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of law), or (iv) that such Copyleft Materials be redistributable at no license fee. Copyleft Licenses include without limitation the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License, and all Creative Commons “sharealike” licenses.

“ Copyleft Materials ” means any Software or content (subject to a Copyleft License) incorporated into, derived from, used, or distributed with such Software.

“ Copyrights ” means all copyrights in both published works and unpublished works including any registrations and applications therefor and whether registered or unregistered.

“ Current Assets ” shall mean the consolidated current assets of the Purchased Entities as of the Closing as reflected on the Closing Balance Sheet, determined in accordance with GAAP applied consistently with the Purchased Entities’ past practices as reflected in the Financial Statements furnished to Parent pursuant to Section 4.6.

“ Current Liabilities ” shall mean the consolidated current liabilities of the Purchased Entities as of the Closing as reflected on the Closing Balance Sheet, determined in accordance with GAAP applied consistently with the Purchased Entities’ past practices as reflected in the Financial Statements furnished to Parent pursuant to Section 4.6, but not including the current portion of the Closing Date Debt.

“ Customers ” is defined Section 4.20.

“ Damages ” shall mean any claim, demand, loss, liability, damage or expense, including interest, penalties and reasonable attorneys, accountants and experts fees and other reasonable out-of-pocket costs of investigation and defense incurred as a result thereof, net of any insurance proceeds or payments from other responsible third parties.

“ EBITDA ” is defined in Section 2.6(e)(i).

“ Employees ” is defined in Section 4.13.

“ Employee Benefit Plans ” means all employee benefit plans or arrangements of any kind, including bonus, deferred compensation, incentive compensation, equity compensation, equity purchase, equity option, equity appreciation rights, restricted equity, severance or termination pay, fringe benefit, vacation, scholarship or tuition reimbursement, dependent care assistance, hospitalization, medical, life or other insurance, immigration assistance, salary continuation, employee loan or loan guarantee, split dollar arrangement, supplemental unemployment benefits, profit-sharing, savings, pension, retirement, or supplemental retirement plan, program, agreement or arrangement, and any other employee benefit plan, agreement,

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arrangement, or commitment maintained by any Purchased Entity or an ERISA Affiliate that covers any employee or former employee of any Purchased Entity or an ERISA Affiliate (or beneficiary or dependent of either the employee or former employee), whether or not a plan described in Section 3(3) of ERISA.

“ Encumbrance ” means any mortgage, security interest, lien, hypothecation, pledge, charge or encumbrance of any kind, easement, covenant, community property interest, equitable interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other general attribute of ownership, but does not include Permitted Liens.

“ Environmental Law ” is defined in Section 4.18(d)(ii).

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

“ ERISA Affiliate ” means any entity that is (or at any relevant time was) a member of a “controlled group” with, or otherwise required to be aggregated with, any Purchased Entity as set forth in Section 414(b), (c), (m) or (o) of the Code.

“ Escrow Agent ” means Wells Fargo Bank, N.A., as escrow agent under the Escrow Agreement.

“ Escrow Agreement ” means the Escrow Agreement, substantially in the form attached hereto as Exhibit A , to be entered into at or prior to Closing by and among Parent, Buyer, Sellers and the Escrow Agent.

“ Escrowed Consideration ” is defined in Section 2.5.

“Escrowed Excess” is defined in Section 2.4(a).

“Escrowed Deficiency” is defined in Section 2.4(a).

“Estimated Excess Working Capital” is defined in Section 2.4(a)

“Estimated Net Working Capital” is defined in Section 2.4(a).

“Estimated Working Capital Adjustment” is defined in Section 2.4(a).

“Estimated Working Capital Deficiency” is defined in Section 2.4(a)

“ Exchange Act ” is defined in Section 2.6(g).

“ Financial Statements ” is defined in Section 4.6.

“ Final Closing Financial Data ” is defined in Section 2.4(b).

“Final Excess Working Capital” is defined in Section 2.4(d)(i).

“Final Working Capital Deficiency” is defined in Section 2.4(d)(ii).

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“ Final Working Capital Determination ” is defined in Section 2.4(d).

“ Final Working Capital Notice ” is defined in Section 2.4(e).

“ GAAP ” means United States generally accepted accounting principles, applied on a consistent basis in accordance with past practice.

“ Governmental Entity ” means any legislature, agency, bureau, branch, department, division, commission, court, tribunal, magistrate, justice, multi-national organization, quasi-governmental body, or other similar recognized organization or body of any federal, state, county, municipal, local, or foreign government or other similar recognized organization or body exercising similar powers or authority.

“ Hartman ” is defined in Section 2.6(e)(i).

“ Hazardous Materials ” is defined in Section 4.18(d)(i).

“ Indemnification Notice ” is defined in Section 6.2(c).

“ Indemnified Party ” is defined in Section 6.2(c).

“ Indemnifying Party ” is defined in Section 6.2(c).

“ Indemnity Period ” is defined in Section 6.1.

“ Intellectual Property ” means any Marks, Patents, Copyrights, Trade Secrets or rights, licenses and other claims that any Person may have to claim ownership, authorship or invention, to use, to object to or prevent the modification of, to withdraw from circulation or control the publication or distribution of any Marks, Patents, Copyrights, or Trade Secrets.

“Knowledge” with respect to the Purchased Entities, shall mean, after reasonable inquiry, the actual knowledge of Keith Hartman.

“ Law ” means any law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, or other similar authority enacted, adopted, promulgated, or applied by any Governmental Entity, each as amended and now in effect.

“ Licensed Intellectual Property ” is defined in Section 4.12(a).

“ Marks ” means all fictitious business names, trading names, corporate names, registered and unregistered trademarks, service marks, designs and general intangibles of like nature and applications, together with all goodwill related to the foregoing.

“ Material Adverse Change (or Effect) ” means any change, effect, event, occurrence, state of facts or development that is materially adverse to the condition (financial or otherwise), business, properties, assets, liabilities, rights, obligations or operations of the Purchased Entities; provided , however , that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there

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has been or will be, a Material Adverse Effect: (a) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the transactions contemplated by this Agreement; (b) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the U.S. economy as a whole that do not disproportionately affect the Purchased Entities; (c) any adverse change, effect, event, occurrence, state of facts or development resulting from (i) compliance with the terms of, or the taking of any action required by, this Agreement, (ii) actions required to be taken under applicable laws, rules, regulations, or agreements, (iii) something expressly consented to in writing by Parent, (iv) the acts or omissions of, or on behalf of, Parent, (v) acts of war, terrorism, or other similar conflict that do not disproportionately affect the Purchased Entities, or (vi) any Permitted Lien.

“ Material Contract ” means any Contract required to be disclosed on Schedule 4.11 .

“ Maximum 2008 EBITDA Performance Metric ” means $4,500,000.

“ Maximum 2008 Revenue Performance Metric ” means $15,000,000.

“ Maximum Target Net Working Capital ” means $2,150,000.

“ Metric Notice ” is defined in Section 2.6(g).

“ Metric Dispute Notice ” is defined in Section 2.6(h).

“ Minimum Target Net Working Capital ” means $1,650,000.

“ Net Working Capital ” shall mean Current Assets minus Current Liabilities.

“ Neutral Auditor ” is defined in Section 2.4(c).

“ Note ” is defined in Section 2.3(a)(ii).

“ Note Consideration ” is defined in Section 2.3(b)(ii).

“ Notice Delivery Date ” is defined in Section 2.6(g).

“ Objection Notice ” is defined in Section 6.2(c).

“ Open Source License ” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar type of license, including but not limited to any license approved by the Open Source Initiative, or any Creative Commons License. For avoidance of doubt, Open Source Licenses include without limitation Copyleft Licenses.

“ Open Source Materials ” means any Software or content subject to an Open Source License.

“ Operating Covenant ” is defined in Section 2.6(f).

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“ Order ” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction, or other similar determination or finding by, before, or under the supervision of any Governmental Entity, arbitrator or mediator.

“ Ordinary Course of Business ” means, with respect to any Person, that Person’s ordinary course of business consistent with past custom and practice (including with respect to quantity, quality and frequency).

“ Organizational Documents ” means, as applicable, the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement, and all other similar documents, instruments or certificates executed, adopted, or filed in connection with the creation, formation, or organization of a non-natural Person, including any amendments thereto.

“ Owned Intellectual Property ” is defined in Section 4.12(a).

“ Parent ” is defined in the Preamble.

“ Parent Balance Sheet ” is defined in Section 3.7(b).

“ Parent Common Stock ” means the Common Stock of Parent, $0.001 par value per share.

“ Parent Indemnified Party ” is defined in Section 6.2(a).

“ Parent SEC Reports ” is defined in Section 3.7(a).

“ Party/Parties ” is defined in the Preamble.

“ Patents ” means all (A) patents and patent applications and any continuations, continuations in part, renewals and applications therefor, and (B) any inventions and discoveries that may be patentable.

“ Permit ” means any permit, license, certificate, approval, consent, notice, waiver, franchise, registration, filing, accreditation, or other similar authorization required by any Law or Governmental Entity.

“ Permitted Liens ” means (i) Encumbrances for taxes, assessments, governmental charges, or claims which are not yet due and payable or are being contested in good faith by appropriate Actions, (ii) statutory liens of landlords and warehousemen’s, carriers’, mechanics’, suppliers’, materialmen’s, repairmen’s, or other like liens (including Contractual landlords’ liens) arising in the Ordinary Course of Business or with respect to amounts not yet delinquent or being contested in good faith by appropriate Actions; (iii) liens incurred or deposits made in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other similar types of social security, (iv) Encumbrances reflected in the Balance Sheet, (v) Encumbrances consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which

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do not materially detract from the value of, or impair the use of, such property by any of the Purchased Entities or any of a subsidiary thereto in the operation of its respective business, and (vi) Encumbrances that arise in the Ordinary Course of Business and do not, individually or in the aggregate, materially detract from the value of or impair ownership or use of the property to which they apply by any Purchased Entity.

“ Person ” means any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or Governmental Entity.

“ PES Intellectual Property ” is defined in Section 4.12(a).

“ PES Software ” is defined in Section 4.12(d).

“ PES Subsidiary ” means Public Energy Solutions NY, LLC, a Delaware limited liability company.

“ Post-closing Objection Notice ” is defined in Section 2.4(b).

“ Pre-Closing Portion ” is defined in Section 5.7(b).

“ Purchased Entities ” means Public Energy Solutions, LLC, a New Jersey limited liability company; Public Electric, Inc., a New Jersey corporation; PES NY, LLC, a New York limited liability company; all of the subsidiaries of the foregoing entities; and the predecessors of the foregoing entities.

“ Purchased Equity ” means all of the issued and outstanding equity interests in each of Public Energy Solutions, LLC, Public Electric, Inc. and PES NY, LLC.

“ PWC Costs ” is defined in Section 5.9.

“ Registered Intellectual Property ” shall mean all United States and foreign Patents, registered Marks, registered Copyrights, and applications therefor, including continuation, divisional, and continuation in part, and reissue Patents, registered Marks, and registered Copyrights, if any, owned by any Purchased Entity.

“ Registration Rights Agreement ” means the Registration Rights Agreement of Parent, in the form attached hereto as Exhibit B .

“ Release ” is defined in Section 4.18(d)(iii).

“ Restricted Parent Common Stock ” means shares of Parent Common Stock that will be subject, pursuant to appropriate restriction agreements (as determined by Parent), to vesting in four equal annual installments over the four-year period following issuance to the management or employee recipient thereof.

“ Revenue ” is defined in Section 2.6(d)(ii).

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

“ Sellers’ Closing Documents ” is defined in Section 4.2

“ Software ” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) testing, validation, verification and quality assurance materials; (iii) databases, conversion, interpreters and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iv) descriptions, schematics, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; (v) software development processes, practices, methods and policies recorded in permanent form, relating to any of the foregoing; (vi) performance metrics, sightings, bug and feature lists, build, release and change control manifests recorded in permanent form, relating to any of the foregoing; and (vii) documentation, including user manuals, web materials, and architectural and design specifications and training materials, relating to any of the foregoing.

“ Straddle Period ” is defined in Section 5.7(a).

“ Subsidiary ” means, with respect to any Person: (a) any corporation of which more than 50% of the total voting power of all classes of capital stock (without regard to the occurrence of any contingency) to vote in the election of directors is owned by such Person directly or through one or more other Subsidiaries of such Person and (b) any Person other than a corporation of which at least a 50% of the equity interests (however designated) entitled (without regard to the occurrence of any contingency) to vote in the election of the governing body, partners, managers or others that will control the management of such entity is owned by such Person directly or through one or more other Subsidiaries of such Person.

“ Tax ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs, ad valorem, duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“ Tax Authority ” shall mean, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Taxes for such entity or subdivision.

“ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to any Taxes required to be filed with any Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.

“ Trade Secrets ” means all know-how, trade secrets, confidential information, customer lists, Software, databases, works of authorship, mask works, technical information, data, process technology, plans, drawings, blue prints, know-how, proprietary processes, formulae, algorithms, models, user interfaces, inventions, discoveries, concepts, ideas, techniques, methods, methodologies and, with respect to all of the foregoing, related confidential data or information.

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“Working Capital Notice” is defined in Section 2.4(b).

1.2 Accounting Terms . Any accounting terms used in this Agreement shall, unless otherwise specifically provided, have the meanings customarily given to them in accordance with GAAP.

ARTICLE 2.

SALE AND TRANSFER OF PURCHASED EQUITY; CLOSING

2.1 Transfer of Purchased Equity . Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Purchased Equity to Buyer, and Buyer will purchase the Purchased Equity from Sellers.

2.2 Closing . The closing of the purchase and sale of the Purchased Equity provided for in this Agreement (the “ Closing ”) shall take place at 10:00 a.m. (local time) at the offices of Parent at 120 Eagle Rock Avenue, Suite 190, East Hanover, NJ 07936, no later than the next Business Day after all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have been satisfied or waived (other than those conditions that, by their terms, are to be satisfied or waived on the Closing Date), or such other date, time or place as shall be agreed to in writing by the Parties (the “ Closing Date ”). If the parties elect to consummate the transactions contemplated hereby at a time when it is no longer practicable to complete on the Closing Date the delivery of the any portion of the aggregate consideration consisting of cash or Parent Common Stock to be delivered at Closing, the Parties hereby agree that Buyer shall instruct its financial institution to commence a wire transfer of any such cash consideration to the Sellers, Closing Date Debt holder or Escrow Agent, as applicable, at the earliest possible time following the Closing and to instruct the transfer agent for the Common Stock of Parent to issue such Parent Common Stock consideration at the earliest possible time following the Closing; and if Buyer fails to do so within three business days of the Closing Date, Buyer shall be deemed to be in material breach of this Agreement and Sellers shall be entitled to elect rescission of this Agreement or Buyer’s specific performance of such obligations.

2.3 Aggregate Consideration for the Purchased Equity . At the Closing, pursuant to this Agreement, Buyer shall purchase the Purchased Equity from Sellers for the following aggregate consideration:

(a) The consideration paid by Buyer to Sellers for the Purchased Equity at the Closing (the “ Closing Consideration ”) will consist of the following:

(i) the Closing Cash Consideration, as adjusted pursuant to Section 2.4(a);

(ii) Convertible Subordinated Promissory Notes issued by Buyer and guaranteed by Parent in the aggregate principal amount of $3,000,000 (the “ Note Consideration ”), in the form attached hereto as Exhibit C (the “ Note ”) convertible into Parent Common Stock as provided therein; and

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(iii) 34,129 shares of Common Stock of Parent (the “ Closing Stock Consideration ”).

(b) In addition to the Closing Consideration, Sellers shall have the opportunity to earn additional consideration as set forth in Section 2.6.

(c) No fraction of a share of Parent Common Stock will be issued, and no certificate or scrip for any such fractional shares will be issued. In the event that a portion of the consideration that a Seller would otherwise be entitled to receive pursuant to this Agreement includes a fraction of a share of Parent Common Stock, such fractional interest shall be rounded down to the next whole number of shares of Parent Common Stock.

2.4 Net Working Capital Adjustment .

(a) One Business Day prior to the Closing, Sellers shall deliver to Parent and Buyer the Closing Balance Sheet and a calculation of the Net Working Capital as of the Closing (the “ Estimated Net Working Capital ”). If the Estimated Net Working Capital exceeds the Maximum Target Net Working Capital (such excess, the “ Estimated Excess Working Capital ”), then Parent shall deliver to the Escrow Agent at the Closing an amount (the “ Escrowed Excess ”) in cash equal to 80% of the Estimated Excess Working Capital; or if the Estimated Net Working Capital as of the Closing Date is less than the Minimum Target Net Working Capital (such deficiency, the “ Estimated Working Capital Deficiency ”), then Parent, shall reduce the payment of the Closing Cash Consideration by an amount of cash (the “ Escrowed Deficiency ”) equal to the 80% of the Estimated Working Capital Deficiency and deliver such amount to the Escrow Agent at the Closing with a notice indicating whether the cash delivered represents an Escrowed Excess or an Escrowed Deficiency. The Escrow Agent shall hold the Escrowed Excess or the Escrowed Deficiency, as applicable, until directed to disburse such funds pursuant to the Escrow Agreement and Section 2.4(e).

(b) From and after the Closing Date, Parent and Buyer shall cooperate with Sellers and their authorized representatives so that Sellers may review the Final Closing Financial Data (as defined below) and all worksheets and other information used in the preparation thereof. Within 60 calendar days after the Closing Date, Parent shall deliver, or cause Buyer to deliver, to Sellers and the Escrow Agent a notice (the “ Working Capital Notice ”) of Parent’s determination of the Net Working Capital as of the Closing, including whether a Final Excess Working Capital or Final Working Capital Deficiency (each as defined below) exists, based upon the final financial statements of the Purchased Entities as of and for the period ending at the Closing, including a balance sheet and the related statements of income and cash flows for the period then ended, and including any liabilities of the Purchased Entities remaining following the 46th day after Closing with respect to the matters set forth in Section 5.5 or arising following the Closing Date with respect to the matters set forth in Section 5.6 (collectively, the “ Final Closing Financial Data ”). After receipt of the Working Capital Notice, Sellers shall have 30 calendar days to review the Final Closing Financial Data. If, prior to the expiration of such 30-day review period following delivery of the Working Capital Notice, Sellers do not notify Parent and the Escrow Agent of their objection to the Final Closing Financial Data (the “ Post-closing Objection Notice ” ), the Working Capital Notice and the Final Closing Financial

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Data as delivered by Parent shall be final, binding and conclusive with respect to the existence of either a Final Excess Working Capital or Final Working Capital Deficiency (as applicable).

(c) If Sellers deliver a Post-closing Objection Notice, Parent and Sellers shall, within 30 calendar days (or such longer period as the parties may agree in writing) following such notice, attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the conclusion of such period, any amounts remain in dispute, then Parent and Sellers shall engage Deloitte & Touche LLC, or such other mutually agreed upon nationally recognized accounting firm (the “ Neutral Auditor ”), to resolve such dispute. Parent and Sellers each agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter, including customary indemnities, in connection with any dispute under this Section. Parent and Sellers shall each pay the percentage of the amount of the fees and expenses of the Neutral Auditor equal to (x) the aggregate amount of the disputed matters submitted to the Neutral Auditor pursuant to this Section 2.4(c) that are not settled in favor of such Party (as finally determined by the Neutral Auditor), divided by (y) the aggregate amount of all disputed matters submitted to the Neutral Auditor pursuant to this Section 2.4(c). The Neutral Auditor shall act as an arbitrator to determine those issues still in dispute and only as to whether such amounts were arrived at in conformity with this Agreement. The Neutral Auditor’s determination shall be made within 45 days of its engagement, shall be set forth in a written statement delivered to Parent and Sellers and shall be final, binding and conclusive upon Parent and Sellers, and a declaratory judgment by a court of competent jurisdiction may be entered in accordance therewith.

(d) At such time as the amount of the Final Closing Financial Data is deemed final, binding and conclusive (the “ Final Working Capital Determination ”), either by (i) the expiration of 30 calendar days from receipt by Sellers of the Final Closing Financial Data without the delivery of a Post-closing Objection Notice or (ii) the mutual agreement or determination by the Neutral Auditor, then:

(i) if the Final Working Capital Determination exceeds the Maximum Target Net Working Capital (such excess, the “ Final Excess Working Capital ”), then the Escrow Agent shall deliver to Sellers as additional Consideration, pursuant to the Escrow Agreement, an amount in cash equal to the lesser of (A) the Escrowed Excess and (B) the Final Excess Working Capital, and if the Final Excess Working Capital exceeds the Escrowed Excess, then within five business days Parent or Buyer shall pay to Sellers an additional amount of cash equal to such excess; or

(ii) if the Final Working Capital Determination is less than the Minimum Target Net Working Capital (such deficiency, the Final Working Capital Deficiency ”), then the Escrow Agent shall deliver to Parent, pursuant to the Escrow Agreement, an amount of cash equal to the lesser of (A) the Escrowed Deficiency the Final Working Capital Deficiency, and if Final Working Capital Deficiency exceeds the Escrowed Deficiency, then Seller shall pay to the Parent an additional amount of cash equal to such excess; or

(iii) if there is neither a Final Excess Working Capital nor Final Working Capital Deficiency (as indicated by the Final Working Capital Notice, as defined in Section 2.4(e) below), the Escrow Agent shall deliver the Escrowed Excess or Escrowed

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Deficiency (1) to Parent if the notice accompanying the delivery of the escrowed cash indicated an Estimated Excess Working Capital or (2) to the Sellers if the notice accompanying the delivery of the escrowed cash indicated an Estimated Working Capital Deficiency.

(e) Promptly following the Final Working Capital Determination, but not more than five Business Days therefrom, Parent shall deliver to the Escrow Agent a written notice (the “ Final Working Capital Notice ”), which shall be signed by Parent and, if a Post-closing Objection Notice shall have been delivered, either Seller or the Neutral Auditor, identifying the Excess Working Capital, the Working Capital Deficiency or the absence of either.

2.5 Deposit of Escrowed Consideration . As required by the Escrow Agreement, Parent shall deliver or cause to be delivered to the Escrow Agent one or more stock certificates representing the Contingent Share Consideration (the “ Escrowed Consideration ”), which shares of Parent Common Stock shall be held by the Escrow Agent and, as may be reduced pursuant to certain indemnification obligations of Sellers pursuant to Article 6, and subsequently released pursuant to the terms and conditions of the Escrow Agreement. For all tax purposes, the Escrowed Consideration shall be treated as owned by Parent (and its successors) on and after Closing, so that all dividends and other income earned with respect to the Escrowed Consideration before release pursuant to the Escrow Agreement shall be deposited into escrow and considered for tax purposes to be income of Parent (or its successors), and the Escrow Agent shall report such interest or other income consistently therewith. If Parent shall either (i) subdivide, combine or consummate a similar transaction with respect to the outstanding shares of Parent Common Stock or (ii) issue a dividend with respect to the Parent Common Stock, whether such dividend consists of cash, shares of capital stock of Parent or other property, then any cash, additional shares of Parent capital stock or such other property issued with respect to the Escrowed Consideration shall be deemed to be part of the Escrowed Consideration.

2.6 Contingent Consideration Determination .

(a) Parent has agreed to place the Contingent Share Consideration into escrow as the Escrowed Consideration for the contingent benefit of Seller; provided , however , the parties hereto agree that the right of Sellers to receive the Contingent Share Consideration is expressly conditioned on the attainment by the Business of the metrics as set forth in this Section 2.6 and; provided , further that the entirety of the Contingent Share Consideration, including earned Contingent Share Consideration, shall remain in escrow as Escrowed Consideration until disbursed in accordance with the terms of the Escrow Agreement.

(b) 2007 Performance Metrics . If the Business achieves both (x) EBITDA for the 12 months ended December 31, 2007, equal to or greater than the 2007 EBITDA Performance Metric and (y) Revenue for the 12 months ended December 31, 2007, equal to or greater than the 2007 Revenue Performance Metric, then, (X) the portion of the Contingent Cash Consideration set forth in paragraph (i) of this subsection (b) and (Y) subject to any reduction pursuant to the terms of the Escrow Agreement or the provisions of Article 6 hereof, the portion of the Contingent Share Consideration set forth in paragraph (ii) of this subsection (b) below, and that amount of Restricted Parent Common Stock set forth in paragraph (iii) of this subsection (b) below, shall each be deemed earned:

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(i) $850,000 in cash shall be earned by Sellers;

(ii) 11,945 shares of Parent Common Stock shall be earned by Sellers, subject to the terms of the Escrow Agreement and the provisions of Article 6 hereof; and

(iii) 17,064 shares of Restricted Parent Common Stock shall be earned, subject to the provisions of Article 6 hereof, and, following the expiration of the Indemnity Period, shall be issued to such individuals as determined by the Compensation Committee of the Board of Directors of Parent following input from Sellers.

(c) 2008 Performance Metrics . If the Business achieves both (x) EBITDA for the 12 months ended December 31, 2008, equal to or greater than the 2008 EBITDA Performance Metric and (y) Revenue for the 12 months ended December 31, 2008, equal to or greater than the 2008 Revenue Performance Metric, then subject to any reduction pursuant to the terms of the Escrow Agreement or the provisions of Article 6 hereof, the portion of the Contingent Share Consideration set forth in paragraph (i) of this subsection (c) below, and that amount of Restricted Parent Common Stock set forth in paragraph (ii) of this subsection (c) below, shall each be deemed earned:

(i) $150,000 in cash shall be earned by Sellers

(ii) 124,573 shares of Parent Common Stock shall be earned by Sellers, subject to the terms of the Escrow Agreement and the provisions of Article 6 hereof; and

(iii) 17,064 shares of Restricted Parent Common Stock shall be earned, subject to the provisions of Article 6 hereof, and, following the expiration of the Indemnity Period, shall be issued to such individuals as determined by the Compensation Committee of the Board of Directors of Parent following input from Sellers.

(d) Maximum 2008 Performance Metrics . If the Business achieves both (x) EBITDA for the 12 months ended December 31, 2008, equal to or greater than the Maximum 2008 EBITDA Performance Metric and (y) Revenue for the 12 months ended December 31, 2008, equal to or greater than the Maximum 2008 Revenue Performance Metric, then, (X) the portion of the Contingent Cash Consideration set forth in paragraph (i) of this subsection (d) and (Y) subject to any reduction pursuant to the terms of the Escrow Agreement or the provision of Article 6 hereof, the portion of the Contingent Share Consideration set forth in paragraph (ii) of this subsection (d) below shall each be deemed earned:

(i) $2,000,000 in cash shall be earned by Sellers; and

(ii) 68,259 shares of Parent Common Stock shall be earned by Sellers, subject to the terms of the Escrow Agreement and the provisions of Article 6 hereof.

(e) As used herein, the following terms shall have the respective meanings set forth below:

(i) “ EBITDA ” shall mean Buyer’s earnings before interest, taxes, depreciation and amortization. EBITDA shall be determined in accordance with GAAP applied

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consistently with the Purchased Entities’ past practices as reflected in the Financial Statements furnished Parent pursuant to Section 4.6. EBITDA shall not include (a) any corporate or group expenses, management fees, corporate overhead or similar items otherwise allocated to Buyer from time to time, (b) any costs incurred by Buyer, or allocated to Buyer, in connection with upgrading Buyer’s accounting/finance function or in any way related to Sarbanes Oxley related matters, (c) any expense for the costs of products or services provided to Buyer directly by Parent or any Affiliate of the Parent to the extent such expense is greater than the cost of purchasing substantially similar products or services from an unrelated third party, (d) any expense associated with any contract, expense or other matter that Buyer is required to undertake by Parent over the reasonable objection of Keith Hartman (“ Hartman ”) or the failure of Parent to approve any action of Buyer reasonably requested by Hartman, and (e) any expense related to the accrual or payment of Contingent Consideration under Section 2.6 of this Agreement or the accrual or issuance of equity compensation under Section 7.2 of this Agreement. All calculations of EBITDA contemplated hereby shall be made in a manner consistent with the terms hereof, and to the greatest extent applicable, in accordance the accounting principles applied in the audit of the financial statements of the Purchased Entities performed by PricewaterhouseCoopers in connection with this transaction, including the principles of revenue recognition summarized in Annex A hereto.

(ii) “ Revenue ” shall mean all revenue generated by Buyer from the sale of goods or services to any Person other than Parent or an operating division of Parent, plus (A) 50% of the revenue recorded by Parent or any of its Affiliates (other than Buyer) when Buyer has facilitated the delivery of that revenue to each Person, less (B) 50% of the revenue recorded by Buyer when Parent or any of its Affiliates (other than Buyer) has facilitated the delivery of that revenue to Buyer; in all cases related to (A) or (B) as reasonably determined in good faith. All calculations of Revenue contemplated hereby shall be made in a manner consistent with the terms hereof, and to the greatest extent applicable, in accordance the accounting principles applied in the audit of the financial statements of the Purchased Entities performed by PricewaterhouseCoopers in connection with this transaction, including the principles of revenue recognition summarized in Annex A hereto.

(f) Except as otherwise contemplated by this Agreement, from the Closing Date through December 31, 2008, Parent shall, or shall cause Buyer to (each an, “ Operating Covenant ”):

(i) preserve and maintain the ability to report the financial results of the Business on a stand-alone basis;

(ii) maintain the books of account and records of the Business in accordance the accounting principles applied in the audit of the financial statements of the Purchased Entities performed by PricewaterhouseCoopers in connection with this transaction, including the principles of revenue recognition summarized in Annex A hereto;

(iii) conduct the Business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, except for changes deemed by Parent to be commercially reasonable under the circumstances and not made by Parent in bad faith with

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the intent of depriving Sellers of the benefit of the Contingent Consideration provided for herein; and

(iv) calculate Revenue to include revenues on sales of products or services by Parent or its Affiliates on contracts also bid by Buyer, or would have been bid by Buyer but for Parent’s instructions not to bid thereon.

(g) No later than the fifth Business Day after the earlier of (i) the date Parent files its annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on Form 10-K for the year ended (x) December 31, 2007, with respect to the metrics set forth in Section 2.6(b) and (y) December 31, 2008, with respect to the metrics set forth in Sections 2.6(c) and 2.6(d), or any successor form promulgated by the SEC, or (ii) the date such Form 10-K is required to be filed with the SEC pursuant to the General Instructions to Form 10-K, or any successor form promulgated by the SEC (such earlier date in each case being referred to herein as the “ Notice Delivery Date ”), Parent or Buyer shall send to Sellers and the Escrow Agent a notice (the “ Metric Notice ”), which notice shall state the actual EBITDA and Revenue achieved by the Business and the number of shares of the Contingent Share Consideration earned by Sellers, which shares shall remain subject to Sellers’ indemnification obligations under Article 6).

(h)(i) Unless Sellers deliver to Parent and the Escrow Agent written notice of their disagreement with Parent’s determination of the actual EBITDA and/or Revenue achieved by the Business within 10 Business Days following the Notice Delivery Date (a “ Metric Dispute Notice ”), Parent’s determination of the EBITDA and Revenue achieved by the Business shall be conclusive and binding for all purposes with respect to the performance metrics for such period.

(ii) If a Metric Dispute Notice is delivered to Parent within such 10-Business Day period, the final determination with respect to the EBITDA and Revenue achieved by the Business shall be resolved in accordance with Section 2.6(i).

(i) In the event Sellers deliver a Metric Dispute Notice to Parent as set forth in Section 2.6(h) disputing the actual amount of the EBITDA and/or Revenue achieved by the Business, Parent and Sellers shall first use diligent good faith efforts to resolve such dispute. If they are unable to resolve the dispute within 10 Business Days after delivery of the Metric Dispute Notice, then the dispute shall be submitted to the Neutral Auditor to determine the appropriate amounts of the EBITDA and Revenue achieved by the Business. Parent and Sellers shall instruct the Neutral Auditor to make a decision as promptly as practicable. A determination by the Neutral Auditor as to the resolution of any dispute (including all procedural matters) shall be binding and conclusive upon the parties. A judgment of the determination made by the Neutral Auditor pursuant to this subsection may be entered into and enforced by any court having jurisdiction thereover. Each party shall bear its fees and expenses with respect to any proceeding under this paragraph, and the fees and expenses of the Neutral Auditor in connection with the resolution of disputes pursuant to this subsection shall be shared equally by Parent and Sellers. Notwithstanding anything to the contrary contained herein, the sole and exclusive remedy and dispute mechanism available to Sellers relating to the amount and calculation or payment of the EBITDA and Revenue achieved by the Business shall be as set forth in this Section 2.6.

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(j) Following the final determination of the amount of EBITDA and Revenue achieved by the Business, as determined pursuant to Sections 2.6(h) and 2.6(i), Parent shall (A) deliver, within five Business Days, written notice of such final determination to Sellers and the Escrow Agent, which notice shall instruct the Escrow Agent to distribute the Escrowed Consideration pursuant to the terms and conditions of the Escrow Agreement, (B) deliver within five Business Days to Sellers the portion of the Contingent Cash Consideration earned hereunder.

2.7 Allocation of Consideration . The Closing Consideration and the Contingent Consideration, if any, shall be allocated among Sellers in proportion to the percentages set forth opposite each of Sellers name on Schedule 2.7 hereto.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

CONCERNING PARENT AND BUYER

Parent and Buyer jointly and severally represent and warrant to Sellers that:

3.1 Entity Status . Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Buyer has the requisite respective power and authority to own or lease its properties and to carry on its business as currently conducted. Neither Parent nor Buyer is in breach of any provision of its respective Organizational Documents. Each of Parent and Buyer is qualified to do business in all jurisdictions where such qualification is required, except where the failure to be so qualified would not be, individually or in the aggregate, material. There is no pending or threatened Action for the dissolution, liquidation, insolvency, or rehabilitation of Parent or Buyer.

3.2 Power and Authority; Enforceability . Each of Parent and Buyer has the requisite power and authority to execute and deliver this Agreement, and to perform and consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Buyer of this Agreement and the consummation by each of them of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent and Buyer, respectively, and by Parent as the sole stockholder of Buyer, and no other corporate action on the part of Parent or Buyer, respectively, is necessary to authorize the execution and delivery or performance by them of this Agreement or their consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by, and, assuming due authorization by Sellers, is enforceable against, each of Parent and Buyer, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

3.3 Consents and Approvals; No Defaults .

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(a) Except as set forth on Schedule 3.3(a) , no consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are required to be made or obtained by Parent or Buyer in connection with its respective execution, delivery or performance of this Agreement except for applicable requirements, if any, in connection with the Hart-Scott-Rodino Act and such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the antitrust or competition laws of any foreign country.

(b) Subject to receipt of the consents and approvals set forth on Schedule 3.3(a) , and the making of the filings, referred to in Section 3.3(a), and the expiration of related waiting periods, the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, and compliance with the provisions hereof by Parent and Buyer, do not and will not (i) result in any breach of the terms, conditions, or provisions of the Organizational Documents of Parent or Buyer; (ii) result in a breach of any provisions of, or result in the creation or imposition of (or the obligation to create or impose) any Encumbrance under, any of the terms, conditions or provisions of any contract, Order or Permit to which Parent or Buyer is a party or by which it or any of its respective properties or assets may be bound or affected; or (iii) violate any Law or Order applicable to Parent or Buyer.

3.4 Operations of Buyer . Buyer was formed solely for the purpose of engaging in the transactions contemplated herein and neither has engaged in any business activities or conducted any operations other than in connection with such transactions.

3.5 Regulatory Approvals . Neither Parent nor Buyer has taken any action and has no knowledge of any fact or circumstance that is reasonably likely to materially impede or delay receipt of any consents of a Governmental Entity necessary in connection with the consummation of the transactions contemplated by this Agreement.

3.6 Capitalization .

(a) Parent’s authorized capital stock consists of: 150,000,000 shares of Common Stock, $0.001 par value per share, of which 19,516,999 shares of Common Stock are issued and outstanding, and 15,000,000 shares of Preferred Stock, $0.001 par value per share, none of which are issued and outstanding. All of the issued and outstanding shares of Parent capital stock: (a) have been duly authorized and are validly issued, fully paid, and nonassessable, and (b) were issued in compliance in all material respects with all applicable state and federal securities Laws. Except as set forth on Schedule 3.6(a) , there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or obligating Parent to issue or sell any shares of capital stock of, or other equity interests in, Parent. Schedule 3.6(a) sets forth for each outstanding warrant, the holder, the exercise price and number of shares for which such outstanding warrant is exercisable or convertible.

(b) Except for the Registration Rights Agreement dated as of July 27, 2007, entered into among Parent and certain of its stockholders, Parent is not under any contractual obligation to register any of its presently outstanding securities or any of its securities which may hereinafter be issued.

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3.7 Parent SEC Reports; Financial Statements .

(a) Parent has filed all registration statements, forms, reports and other documents required to be filed by Parent with the Securities Exchange Commission since October 5, 2006. All such registration statements, forms, reports and other documents (including those that Parent may file after the date hereof until the Closing) are referred to herein as the “ Parent SEC Reports .” The Parent SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements in such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Parent is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

(b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Parent SEC Reports at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GA