STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and among

OPEN SOLUTIONS INC.,

HUSKY ACQUISITION CORPORATION,

THE BISYS GROUP, INC.,

and

BISYS INC.

Dated as of September 15, 2005

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of September 15, 2005, by and among OPEN SOLUTIONS INC ., a Delaware corporation (the “ Purchaser Parent ”), HUSKY ACQUISITION CORPORATION , a Delaware corporation and a wholly-owned subsidiary of the Purchaser Parent (the “ Purchaser ”), THE BISYS GROUP, INC. , a Delaware corporation (the “ Seller Parent ”) and BISYS INC. , a Delaware corporation and a wholly-owned subsidiary of the Seller Parent (the “ Seller ” ) .

     WHEREAS, BIS LP Inc., a Delaware corporation and a wholly-owned subsidiary of the Seller (the “ Company ”), is engaged in the business of providing outsourced information and account processing services, asset-retention solutions, and specialized back-office services and check imaging solutions to banks, insurance companies and corporations (the “ Business ”);

     WHEREAS, the Seller owns all of the issued and outstanding shares of the common stock, no par value per share, of the Company (the “ Shares ”);

     WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Shares, upon the terms and subject to the conditions set forth in this Agreement; and

     NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, and conditions contained in this Agreement, and to set forth the terms and conditions of the sale and purchase of the Shares, the parties agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.01   Definitions .

     (a) As used in this Agreement, the following terms shall have the following meanings:

     “ Action ” means any complaint, claim, prosecution, indictment, action, suit, arbitration or proceeding by or before any Governmental Authority or arbitrator.

     “ Affiliate ” means, with respect to a specified Person, any other Person controlling, controlled by or under common control with such Person, including, in the case of the Purchaser Parent after the Closing, the Company and the Subsidiaries.

     “ Affiliated Group ” means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated, or unitary group defined under state, local, or foreign income Tax law).

     “ Balance Sheet ” means the unaudited consolidated balance sheet of the Company and the Subsidiaries as of June 30, 2005 included in the Financial Statements and attached hereto as

Schedule 1.01(a)-1 ; provided , that the categories of assets and liabilities set forth on Schedule 1.01(a)-2 shall not constitute assets and liabilities for purposes of the Balance Sheet.

     “ Balance Sheet Net Working Capital ” means the Company’s Net Working Capital as of June 30, 2005, as determined from the Balance Sheet, the amount of which is $5,000,000.

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

     “ Business Employees ” means (i) the current and, except for purposes of the definition of “Knowledge”, inactive (but only to the extent that such Person is entitled to any payments or benefits from the Company or a Subsidiary in respect of employment in the Business) full and part-time (if any) employees of the Company and the Subsidiaries, and (ii) the current employees of certain Affiliates of the Company (other than the Subsidiaries) who provide services to or for the Company and the Subsidiaries and who are identified on Schedule 1.01(b) .

     “ Closing ” means the closing of the Transactions as provided in Section 2.04 .

     “ Closing Date ” means the date on which the Closing shall occur, as provided in Section 2.04 .

     “ Code ” means the Internal Revenue Code of 1986, as amended, and rules and regulations promulgated thereunder.

     “ Confidentiality Agreement ” means the Confidentiality Agreement dated January 17, 2005 between the Purchaser Parent and Bear, Stearns & Co., Inc. for itself and on behalf of the Seller Parent.

     “ Contract ” means any agreement, contract, obligation, promise, note, bond, mortgage, indenture, instrument, lease, franchise, license, permit, understanding, arrangement or undertaking (whether written or oral, express or implied) (each, including all amendments to each of them) that is legally binding.

     “ Control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

     “ Damages ” means actual losses, liabilities, damages or expenses, including reasonable fees and expenses of experts and counsel, but not including any punitive, exemplary, incidental, indirect, special or consequential damages, except to the extent that such damages are actually paid or payable by an Indemnified Party to a third Person pursuant to a Third Person Claim.

      “Disregarded Entity” means an entity that is disregarded an as entity separate from its owner under Treasury Regulation Section 301.7701-3(a).

     “ Drop Dead Date ” means December 31, 2005.

     “ EEOC ” means the United States Equal Employment Opportunity Commission.

     “ Employee Benefit Plans ” means collectively, the “employee benefit plans” (within the meaning of Section 3(3) of ERISA), including multiemployer plans within the meaning of Section 3(37) of ERISA, and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, and other arrangements, whether or not subject to ERISA, (including any funding mechanism therefor now in effect or required in the future as a result of the Transaction or otherwise), whether formal or informal, oral or written, legally binding or not, under which (i) any Business Employee or current or former director, officer or consultant of the Company or the Subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Seller, the Company, any Subsidiary, or any of their respective Affiliates, or (ii) the Company or any Subsidiary has any present or future liability.

     “ Environmental Claim ” means any written notice, claim, demand, action, suit, proceeding or other written communication by any Person alleging any violation of, or any actual or potential liability under, any Environmental Laws.

     “ Environmental Laws ” means all foreign, federal and state statutes, rules, regulations, ordinances, orders, decrees and common law relating to environmental contamination, pollution or the protection of the environment, natural resources or human health or safety as it relates to environmental protection.

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

     “ Federal Funds Rate ” means for each day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%), which is the weighted average of the rates on overnight federal funds transactions arranged on such day by federal funds brokers, computed and released by the Federal Reserve Bank of New York (or any successor). Any change in the Federal Funds Rate shall be effective immediately without notice or demand of any kind.

     “ Financial Statements ” means, collectively, the Balance Sheet and the related unaudited consolidated statement of income of the Company and the Subsidiaries for the year ended June 30, 2005, and the unaudited consolidated balance sheets of the Company and the Subsidiaries as of June 30, 2004 and June 30, 2003 and the related unaudited consolidated statements of income for the fiscal years then ended.

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

     “ Governmental Authority ” means any foreign, federal, state or local government, and any foreign, federal state or local governmental instrumentality, agency, authority or court.

     “ Governmental Authorizations ” means any license, permit (including occupancy permit), Order, franchise agreement, concession, grant, certificate, authorization, consent or any approval from a Governmental Authority, or termination or lapse of any waiting period with respect to a filing with a Governmental Authority (including the termination or lapse of the

waiting period under the HSR Act), that is necessary to transfer the Shares pursuant to this Agreement or to permit the Company to operate the Business immediately after the Closing in substantially the same manner as the Company operated the Business immediately before the Closing.

     “ Hazardous Materials ” means all materials or substances regulated under any Environmental Laws, including petroleum, petroleum products, asbestos and polychlorinated biphenyls.

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

     “ Indebtedness ” means the aggregate amount of the principal of, and accrued and unpaid interest and penalties on, all obligations for borrowed money, or any portion thereof, and all costs, expenses and other charges included therein, that is due and payable on or after the Closing Date.

     “ Indemnified Party ” means a party that has received notice or that has knowledge of any claim or the commencement of any Action for which such party may be entitled to indemnification under Article VIII .

     “ Indemnifying Party ” means a party that is required to indemnify any other party under Article VIII .

     “ Intellectual Property ” means any or all intellectual property rights of any kind, including any of the following, and all rights in, arising out of, or associated therewith: (i) all patents, patent applications, and all inventions and discoveries, whether or not patentable, technology, processes and invention disclosures; (ii) all computer software, applications, code and related items; (iii) all copyrights, copyrightable works, copyright registrations, and copyright applications relating to any media (including print, online or electronic); (iv) all trade names, logos, trademarks, and service marks, all registrations and applications therefor, and the goodwill associated therewith; (v) all web sites, website content and domain names (including registrations thereof); and (vi) all Trade Secret Information. For purposes of this Agreement, Intellectual Property and Company Intellectual Property do not include the name “BISYS” or any logo, trademark, trade name or service mark owned by the Seller or any of its Affiliates or used by the Company or any Subsidiary using the name “BISYS” or used together or associated with the name “BISYS,” or any rights with respect thereto.

     “ Intercompany Accounts ” consist of: (i) an intercompany account for corporate funded transactions, including payroll, payroll taxes, employee benefits, corporate-funded vendor payments in respect of multi-divisional services or products, and incentive and bonus payments; (ii) an intradivisional account for transactions in the ordinary course of business between or among subsidiaries of Seller Parent other than corporate-funded transactions; (iii) an intercompany line of credit account for amounts owed to or from Seller Parent by subsidiaries of Seller Parent in the ordinary course of business; (iv) an intercompany management fee account for allocation of corporate expenses to each of Seller Parent’s subsidiaries; and (v) an

intercompany royalty fee account for the use of Seller Parent’s trademarks and service marks by subsidiaries of Seller Parent.

     “ Intercompany Balances ” means any and all intercompany balances (including, without limitation, Indebtedness and all other liabilities) between the Company or any Subsidiary, on the one hand, and the Seller and its Affiliates (other than the Company and the Subsidiaries), on the other hand, arising from transactions of any kind between or among the Company or the Subsidiaries and any of their respective Affiliates, whether shown on the Balance Sheet or arising after the date of the Balance Sheet. Such intercompany balances are reflected in the Intercompany Accounts.

     “ Knowledge ” in the case of the Seller Parent and the Seller means the knowledge of the Persons identified on Schedule 1.01(c) after reasonable inquiry of Business Employees who would reasonably be expected to have actual knowledge of the matters in question, and in the case of the Purchaser means the knowledge of the Persons identified on Schedule 1.01(d) after reasonable inquiry of employees of the Purchaser who would reasonably be expected to have actual knowledge of the matters in question.

     “ Laws ” means any Order or any ordinance, regulation, statute, permit, license, certificate or award of any Governmental Authority.

     “ Lien ” or “ Liens ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, encumbrance, restriction, or other adverse claim of any kind with respect to such asset.

     “ Material Adverse Effect ” means an effect, event, occurrence, state of facts, or development that is or would reasonably be expected to be, in each case, individually or together with any other effect, event, occurrence, state of facts, or development, materially adverse, (i) as to the Company, to the assets, liabilities, financial condition or results of operations of the Company and the Subsidiaries taken as a whole or (ii) as to a party to this Agreement, on the ability of such party to perform its obligations under the Agreement or consummate the Closing; 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 has been or shall be, a Material Adverse Effect to the extent such changes or effects do not result from or relate to or are not exacerbated by any failure to comply with any Law by any of the Seller and its Affiliates: any adverse change, effect, event, occurrence, state of facts, or development caused by (A) the execution and delivery of this Agreement by the parties hereto, or the public announcement of the identity of the Purchaser or the Transactions; (B) conditions affecting the industry in which the Company or any Subsidiary participates, the United States economy as a whole, or the capital markets in general which do not disproportionately impact the Company and the Subsidiaries taken as a whole; (C) an act of terrorism, or an escalation of war, or hostilities involving the United States which do not disproportionately impact the Company and the Subsidiaries taken as a whole; or (D) a change in GAAP after the date of this Agreement which does not disproportionately impact the Company and the Subsidiaries taken as a whole.

     “ Net Working Capital ” means the difference of the consolidated current assets of the Company and the Subsidiaries minus the consolidated current liabilities of the Company and the

Subsidiaries, in each case determined as of the Closing Date in accordance with GAAP, provided that the amount of Intercompany Balances shall be excluded from the consolidated current assets and consolidated current liabilities, as applicable, of the Company and the Subsidiaries; provided , that the categories of assets and liabilities set forth on Schedule 1.01(a)-2 shall not constitute assets and liabilities for purposes of Net Working Capital.

     “ Order ” means any judgment, decision, order, injunction, decree, writ, permit or license of any Governmental Authority or any arbitrator.

     “ Permitted Liens ” means (i) statutory liens for current Taxes and other charges and assessments by any Governmental Authority that are not yet due and payable or are being contested in good faith and have been reserved for on the financial books and records of the Company or any of the Subsidiaries, (ii) mechanics, materialmen’s, and similar liens that can be satisfied by a payment of cash to the lienholders, (iii) rights reserved to any Governmental Authority to regulate the affected assets, including zoning laws and ordinances, (iv) as to real property interests, including leasehold interests, any easements, rights-of-way, servitudes, permits, restrictions, and minor imperfections or irregularities in title that do not, individually or in the aggregate, interfere with the ability to own, use or operate such real property, (v) purchase money liens and liens securing rental payments under any capital lease arrangements that are reflected in the Balance Sheet as a liability or disclosed in notes to the Balance Sheet, and (vi) notice filings with respect to equipment leases or other leases of personal property.

     “ Person ” means any individual, any entity or any unincorporated organization, including a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture or a Governmental Authority.

     “ Premises ” means all real property leased or subleased by or occupied by the Company in the conduct of the Business.

     “ Release ” shall have the meaning provided under 42 U.S.C. Section 9601 (22) but without giving effect to sections (A) and (C) of that definition.

     “ Required Consent Contract ” means any Contract that requires the consent of another party to such Contract upon a change in control of the Company as is provided for in this Agreement.

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

      “Severance Benefits Expenses” means the aggregate amount payable to any Business Employees, whether before, on or after the Closing, with respect to severance benefits or any other change of control or “purchaser” benefits or payments in connection with the consummation of the Transaction.

     “ Subsidiaries ” means the entities set forth on Schedule 1.01(e) .

     “ Subsidiary Interests ” means the outstanding shares of the capital stock, limited liability company membership interests or partnership interests, as applicable, of the Subsidiaries.

     “ Tax ” and “ Taxes ” mean (i) all United States federal, state, local or foreign taxes, charges, fees, levies, or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, employment, excise, severance, stamp, occupation, occupancy, value added, alternative add-on minimum, license transaction, property, estimated or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (including any federal, state or other Governmental Authority), (ii) any obligations under any agreements or arrangements with any Person with respect to the liability for, or sharing of, Taxes, including pursuant to Treasury Regulation § 1.1502-6 or comparable provisions of state, local or foreign Tax law, and (iii) any liability for Taxes as a transferee or successor, by contract, or otherwise.

     “ Tax Returns ” means returns, declarations, reports, estimates, information returns and statements in respect of Taxes (including any attached schedules) and amendments thereto.

     “ Third Person Claim ” means a claim by, or an Action instituted by, a Person not a party to this Agreement or not an Affiliate of a party to this Agreement.

     “ Trade Secret Information ” means know-how, trade secrets, confidential information, customers lists, data, databases and technical information and all rights in, arising out of or associated therewith.

     “ Transaction Documents ” means this Agreement and the other agreements, certificates and documents contemplated in this Agreement and the other Transaction Documents.

      “Transaction Related Expenses” means the aggregate amount of all fees, costs, charges, obligations and expenses payable to Bear, Stearns & Co. Inc., Drinker Biddle & Reath LLP and any other banker, counsel, accountant, advisor, consultant, agent or representative retained by or on behalf of the Company or any of the Subsidiaries, in each case, relating to the sale of the Company, the Subsidiaries and the Business, including the preparation, negotiation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the Transactions. Transaction Related Expenses also shall include amounts paid or payable to any officer, director, employee, consultant, stockholder, agent or other representatives of the Company or any of the Subsidiaries contingent upon the consummation of the Transactions, including Severance Benefits Expenses payable to William Neville, James J. Guidici, William L. Johnson and Mark Ryan (the “ Top Managers ”); provided , however , Transaction Related Expenses shall not include Severance Benefits Expenses payable to Business Employees other than the Top Managers.

     “ Transactions ” means the transactions contemplated by this Agreement and the other Transaction Documents.

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

     (c) Except as otherwise provided or if the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the terms “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “or” shall be inclusive and not exclusive, (iv) unless the context otherwise requires, all references to Articles and Sections refer to Articles and Sections of this Agreement, all references to Schedules are to Schedules attached to this Agreement, and all references to Exhibits are to Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (v) the phrase “made available” in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available, (vi) the phrases “the date of this Agreement”, “the date hereof”, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first written above, (vii) the terms “hereof”, “herein”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Schedules hereto) and not to any particular provision of this Agreement, (viii) unless otherwise specified herein, all references to any period of days shall be deemed to be the relevant number of calendar days, (ix) the terms “dollars” or “$” means United States dollars and (x) the term “cash” means dollars in immediately available funds. The parties have jointly participated in the negotiating and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

ARTICLE II

PURCHASE AND SALE OF SHARES

     SECTION 2.01   The Transactions . Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to the Purchaser, the Shares free and clear of any Liens against the payment by Purchaser to the Seller of an amount in cash equal to the Purchase Price.

     SECTION 2.02   Purchase Price . The “ Base Consideration ” for the Shares under this Agreement shall be the amount equal to Four Hundred Seventy Million Dollars ($470,000,000). The Base Consideration as it may be adjusted pursuant to Section 2.03, shall be the “ Purchase Price ” under this Agreement.

     SECTION 2.03   Purchase Price Adjustments

     (a)  Net Working Capital Closing Adjustment .

          (i) The Seller shall deliver to the Purchaser before the Closing Date, and shall use its commercially reasonable efforts to make such delivery not less than three (3) Business Days before the scheduled Closing Date, (A) an unaudited estimated consolidated Balance Sheet of the Company and the Subsidiaries as of the Closing, which Balance Sheet shall be prepared by the Seller in accordance with GAAP consistently applied using the same accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet (including the exclusion of footnotes), except as described on Schedule 1.01(a)-2 (the “ Estimated Closing Date Balance Sheet ”), and (B) a written statement setting forth the Seller’s estimate of the Net Working Capital immediately prior to the Closing, which statement shall be prepared in accordance with GAAP consistently applied using the same accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet (including the exclusion of footnotes), except as described on Schedule 1.01(a)-2 (the “ Estimated Closing Date Net Working Capital Statement ”); provided , however , that if there is any discrepancy between the accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet and the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate, the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate shall be used to prepare the Estimated Closing Date Balance Sheet and the Estimated Closing Date Net Working Capital Statement with respect to such discrepancy, except that for purposes of calculating Net Working Capital immediately prior to the Closing under this Section 2.03(a)(i) , deferred revenue and accrued liabilities with respect to existing lease obligations shall be accounted for consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet. If the Purchaser has any disagreement with the Estimated Closing Date Balance Sheet or Estimated Closing Date Net Working Capital Statement, the Purchaser shall promptly notify the Seller of any such disagreement and the Seller and the Purchaser shall use good faith efforts to resolve any such disagreement within three Business Days of the Purchaser so notifying the Seller. The estimated Net Working Capital set forth in the Estimated Closing Date Net Working Capital Statement shall be the “ Estimated Closing Date Net Working Capital .”

          (ii) If the Estimated Closing Date Net Working Capital is:

     (b)  Restatement Adjustment . The parties hereto acknowledge that the Seller Parent has publicly announced that it shall restate certain of its historical consolidated financial statements (the “Restatement” ). The parties hereto further acknowledge that the Restatement is expected to affect the historical results of operations of the “Information Services Segment” of the Seller Parent, which is solely comprised of the Seller, the Company and the Subsidiaries, and is further expected to affect the results of operations of the Company and the Subsidiaries for fiscal years ending after the Closing Date. Within ten (10) days after the public announcement by the Seller Parent of the completion of the Restatement, but in no event later than fifteen (15) days prior to the Closing Date, the Seller shall deliver to the Purchaser a certificate (the “Restatement Adjustment Certificate” ) signed by the Chief Financial Officer of the Seller Parent, setting forth in reasonable detail (i) a calculation of the amount of (x) the actual average change, if any, in the consolidated earnings before interest, tax, depreciation and amortization of the Company and the Subsidiaries ( “EBITDA” ) over the twelve-month periods ending June 30, 2003, June 30, 2004 and June 30, 2005 (collectively, the “Three Year Period” ) and (y) the projected average change, if any, in EBITDA over the twelve-month periods ending June 30, 2006 and June 30, 2007 (collectively and together with the Three Year Period, the “Five Year Period” ) which shall result from the Restatement based solely on facts and circumstances known to Seller Parent as of the date of the Restatement. The Restatement Adjustment Certificate shall be prepared in good faith by the Seller and shall be in form and substance reasonably satisfactory to the Purchaser, and if the Purchaser has any disagreement with the Restatement Adjustment Certificate, the Purchaser shall notify the Seller in writing of any such disagreement and the Seller and the Purchaser shall use good faith efforts to resolve any such disagreement within three (3) Business Days of the Purchaser so notifying the Seller. During the period preceding and following the delivery of the Restatement Adjustment Certificate, to the extent reasonably necessary, the Seller Parent and the Seller shall, and shall cause the Company, the Subsidiaries and any other Affiliates of the Seller Parent to, (A) provide the Purchaser Parent and the Purchaser and the Purchaser Parent’s and the Purchaser’s authorized representatives with reasonable access to the financial books and records of the Company and the Subsidiaries, (B) provide the Purchaser Parent and the Purchaser as promptly as practicable with financial information for the Company and the Subsidiaries for the Five Year Period, and (C) cooperate fully with the Purchaser Parent and the Purchaser and the Purchaser Parent’s and the Purchaser’s authorized representatives in connection with their review of such information. Such actual and projected average change in EBITDA over the Five Year Period and the adjustment to the Base Consideration related thereto shall be calculated as follows:

          (i) the actual and projected increase or decrease in EBITDA for each of the years in the Five Year Period shall be added, and adjusted to exclude any increase or decrease in EBITDA for the twelve (12) month period ended June 30, 2005 not related to any changes in the timing of deferred revenue and accrued liabilities with respect to existing lease obligations. The sum of such addition and adjustment shall be the “Aggregate Change in EBITDA” ;

          (ii) the Aggregate Change in EBITDA shall be divided by a factor of 5, and the quotient of such division plus the effect, if any, of any increase or decrease in EBITDA for the twelve (12) month period ended June 30, 2005 not related to any changes in the timing of deferred revenue and accrued liabilities with respect to existing lease obligations shall be the “ Average Change in EBITDA ”;

          (iii) if the Average Change in EBITDA is 0 or a positive number or a negative number not greater than ($500,000), there shall be no adjustment to the Base Consideration; and

          (iv) if the Average Change in EBITDA is a negative number greater than ($500,000), the amount of the Average Change in EBITDA, expressed as a positive number, shall be multiplied by a factor of 8. The product of such multiplication shall constitute the “Restatement Adjustment” , and the Base Consideration shall be reduced by the amount of the Restatement Adjustment; provided , however , that the amount of the Restatement Adjustment shall not be greater than $15,000,000.

For the avoidance of doubt, nothing in this Section 2.03(b) shall effect the Balance Sheet in any manner.

     (c)  Adjustment to Estimated Purchase Price . The Base Consideration, as it may be adjusted pursuant to Section 2.03(a) and Section 2.03(b) shall be the “ Estimated Purchase Price ,” which Estimated Purchase Price shall be payable to the Seller at the Closing in accordance with Section 2.04 .

     (d)  Post-Closing Adjustment .

          (i) As promptly as reasonably practicable, but in any event not later than 60 days after the Closing Date, the Purchaser shall deliver to the Seller (A) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Closing, which balance sheet shall be prepared in accordance with GAAP from the books and records of the Company and the Subsidiaries using the same accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet (including the exclusion of footnotes), except as described on Schedule 1.01(a)-2 (the “ Closing Date Balance Sheet ”) and (B) a written statement of the Net Working Capital (the “ Closing Date Net Working Capital Statement ”); provided , however , that if there is any discrepancy between the accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet and the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate, the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate shall be used to prepare the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement with respect to such discrepancy, except that for purposes of calculating Net Working Capital immediately prior to the Closing under this Section 2.03(d), deferred revenue and accrued liabilities with respect to existing lease obligations shall be accounted for consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet.

          (ii) The Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (and the Closing Date Net Working Capital set forth therein) shall be final and binding on the parties unless, within 15 days after delivery thereof to the Seller, written notice is given by the Seller to the Purchaser of its objection, setting forth in reasonable detail the Seller’s basis for objection (the “ Objection Notice ”). If the Objection Notice is given, the Purchaser and the Seller shall consult with each other in good faith with respect to the objection. If the Purchaser and the Seller are unable to reach agreement within 30 days after the Objection Notice has been given, the dispute shall be submitted, as promptly as reasonably practicable, for

resolution to Deloitte & Touche LLP, or such other nationally-recognized accounting firm that is acceptable to the Purchaser and the Seller (the “ Neutral Accountant ”). The Purchaser and the Seller agree to execute, if requested by the Neutral Accountant, a reasonable engagement letter with the Neutral Accountant. The Neutral Accountant shall make a determination, based solely on presentations by the Seller and the Purchaser and not by independent review, as to (and only as to) each of the items in dispute, and shall be instructed that, in resolving such items in dispute, it must select a position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement that is either exactly the Purchaser’s position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement or exactly the Seller’s position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, or that is between such position of the Purchaser and such position of the Seller. The Neutral Accountant shall furnish its determination as to the items in dispute (which determination shall have been made in accordance with this Agreement) to the Seller and to the Purchaser in writing together with a revised version of the Closing Date Net Working Capital Statement, which shall have been revised by the Neutral Accountant to reflect its determination. The determination of the Neutral Accountant and the revised version of the Closing Date Net Working Capital Statement reflecting the Neutral Accountant’s determination shall be final, conclusive and binding upon, and non-appealable by, the Purchaser and the Seller. In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and similar materials prepared in connection with the Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet, and the Closing Date Net Working Capital Statement. All fees and expenses relating to the work, if any, to be performed by the Neutral Accountant will be allocated between the Purchaser and the Seller in the same proportion that the aggregate amount of the disputed items so submitted to the Neutral Accountant that is unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant) bears to the total amount of such disputed items so submitted. The Purchaser and the Seller shall each use reasonable efforts to cause the Neutral Accountant to render its decision as soon as reasonably practicable (but in no event later than thirty (30) days following the expiration of the 30-day period provided above for the Purchaser and the Seller to resolve disputes before submission to the Neutral Accountant), including by promptly complying with all reasonable requests by the Neutral Accountant for information, books, records, and similar items. The Closing Date Net Working Capital Statement as finally determined pursuant to this Section 2.03(d) shall be referred to as the “ Final Closing Date Net Working Capital Statement ,” and the Closing Date Net Working Capital as set forth in the Final Closing Date Net Working Capital Statement shall be the “ Final Closing Date Net Working Capital .”

          (iii) During the period following the delivery of the Closing Date Balance Sheet until the Final Closing Date Net Working Capital Statement is finally determined, to the extent reasonably necessary, the Purchaser shall and shall cause the Company and any other Affiliates of the Purchaser to (A) provide the Seller and the Seller’s authorized representatives with reasonable access to the financial books and records of the Company and the Subsidiaries, (B) provide the Seller as promptly as practicable after the delivery of the Closing Date Balance Sheet with financial information for the Company for the period ending on the Closing Date, and (C) cooperate fully with the Seller and the Seller’s authorized representatives.

          (iv) If the Final Closing Date Net Working Capital is:

     (e) Any amounts (i) required to be paid pursuant to Section 2.03(d) by the Purchaser shall be paid by wire transfer of immediately available funds to the account or accounts specified by the Seller in writing, or (ii) required to be paid by the Seller pursuant to Section 2.03(d) shall be paid by wire transfer of immediately available funds to an account or accounts designated by the Purchaser in writing, in each case within five (5) Business Days after the Final Closing Date Net Working Capital is determined in accordance with Section 2.03(d) .

     SECTION 2.04   Closing . The Closing shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, at 10:00 a.m. on the third Business Day following the date on which the conditions set forth in Article VII shall be satisfied or waived by the party entitled to the benefit of such condition (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time or place as the parties may mutually agree. The Closing shall be effective as of 12:01 a.m. on the Closing Date. At the Closing:

     (a) the Seller shall deliver to the Purchaser certificates for the Shares, duly endorsed or accompanied by stock powers duly endorsed in blank for transfer, with any required transfer stamps affixed thereto;

     (b) the Purchaser shall deliver to Seller cash in an amount equal to the Estimated Purchase Price by wire transfer of immediately available funds to an account or accounts designated by the Seller by notice given to the Purchaser not later than the Business Day immediately prior to the Closing Date;

     (c) the Seller shall deliver to the Purchaser the resignations of all of the directors of the Company and those officers of the Company as shall be requested by the Purchaser;

     (d) the Purchaser shall deliver to the Seller a counterpart of the Transition Services Agreement substantially in the form of Exhibit A attached hereto (the “Transition Services Agreement” ), duly executed by the Purchaser;

     (e) the Seller shall deliver to the Purchaser counterparts of the Transition Services Agreement, duly executed by the Seller Parent and the Seller; and

     (f) the Purchaser Parent, the Purchaser, the Seller Parent and the Seller shall deliver such certificates, agreements and other documents required to be delivered by each such party hereto pursuant to Article VII .

     SECTION 2.05   Further Assurances . From time to time, as and when requested by any party hereto and at such party’s expense, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as the requesting party may reasonably deem necessary or desirable to evidence and effectuate the Transactions.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
PARENT AND THE SELLER

     The Seller Parent and the Seller hereby jointly and severally represent and warrant to the Purchaser and the Purchaser Parent, knowing and intending that the Purchaser Parent and the Purchaser is relying hereon in entering into the Transactions, as follows:

     SECTION 3.01   Authority Relative to Agreement . Each of the Seller Parent and the Seller has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and each of the Company and the Subsidiaries has the requisite power and authority to enter into and to perform its obligations under any Transaction Documents to which it is a party. Each of the Seller Parent and the Seller has the corporate power and authority to consummate the Transactions, including the sale, assignment, transfer and conveyance of the Shares pursuant to this Agreement, and the Company and the Subsidiaries have the corporate power and authority to consummate the transactions contemplated by any Transaction Document to which they are a party. The execution, delivery and performance of this Agreement and any other Transaction Documents by the Seller Parent, the Seller, the Company and the Subsidiaries, as the case may be, and the consummation by the Seller Parent, the Seller and the Company of the Transactions, have been duly authorized by all necessary corporate action on the part of the Seller Parent, the Seller, the Company and the Subsidiaries, and no other corporate action on the part of the Seller Parent, the Seller, the Company or the Subsidiaries is necessary to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transaction.

     SECTION 3.02   Capitalization; Title to Shares . The Seller owns of record and beneficially, and, subject to the terms of this Agreement, shall transfer and deliver to the Purchaser at the Closing, good and valid title to the Shares, free and clear of all Liens. The Shares constitute all of the issued and outstanding capital stock of the Company, and have been duly authorized, validly issued and are fully paid and nonassessable. The Company has an authorized capitalization consisting of 3,000 shares of common stock, no par value per share, of the Company. There are no outstanding subscriptions, warrants, convertible securities, obligations, options, or rights entitling others to acquire capital stock of or equity or voting interest in the Company, or any outstanding securities, options, warrants, rights, or other

instruments convertible into or exchangeable or exercisable for capital stock of the Company. None of the Seller Parent, the Seller, the Company or any Affiliate thereof is a party to any shareholders agreement, buy-sell, or similar agreement, redemption or similar agreement, proxy, voting trust, or other Contract or arrangement affecting the Shares. There are no equity securities of the Company reserved for issuance nor are there any outstanding bonds, debentures, notes or other evidences of Indebtedness having the right to vote on any matters on which the stockholders of the Company may vote.

     SECTION 3.03   Execution and Performance of Agreement; Validity and Binding Nature . This Agreement has been, and each of the Transaction Documents to be executed and delivered by each of the Seller Parent, the Seller, the Company and the Subsidiaries will be, duly executed and delivered by the Seller Parent, the Seller, the Company and the Subsidiaries, as applicable, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Seller Parent, the Seller, the Company and the Subsidiaries, as applicable, enforceable against the Seller Parent, the Seller, the Company and the Subsidiaries, as applicable, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

     SECTION 3.04   Non-Contravention . Neither the execution and delivery of this Agreement or any other Transaction Documents nor the consummation of the Transactions will (a) violate, breach, or be in conflict with any provisions of the certificate of incorporation or by-laws of the Seller Parent, the Seller, the Company or any of the Subsidiaries, (b) result in the creation or imposition of any Lien upon the property, rights or assets of the Company or any of the Subsidiaries, (c) subject to the obtaining of the consents set forth on Schedule 3.04 , conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which any of the Seller Parent, the Seller, the Company or any of the Subsidiaries is a party or by which it is bound or to which any of its assets is subject, or (d) violate any Law or Order to which the Seller Parent, the Seller, the Company or any of the Subsidiaries, or by which any of their respective properties or assets may be bound is subject.

     SECTION 3.05   Organization, Standing, and Qualification .

     (a) Each of the Seller Parent and the Seller is a corporation, duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

     (b) The Company is a corporation, duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power and lawful authority to own and hold its properties and conduct the Business as now owned, held, and conducted in Delaware and the other states (or other jurisdictions) in which it is required to qualify to do business. The Company is qualified and in good standing in all states (or other jurisdictions) in which such qualification is required by reason of the nature or extent of the Business conducted by the Company in such states, except where the failure to be so qualified in

such states (and other jurisdictions) would not reasonably be expected to have a Material Adverse Effect with respect to the Company.

     (c) Each Subsidiary is a corporation, limited liability company, or limited partnership, as indicated on Schedule 3.05(c)-1 , duly incorporated or formed, as applicable, validly existing and in good standing under the laws of the state of its incorporation or formation, as applicable, and has the corporate, limited liability company, or limited partnership, as applicable, power and lawful authority to own and hold its properties and conduct its business as now owned, held, and conducted in the state of its incorporation or formation, as applicable, and the other states (or other jurisdictions) in which it is qualified to do business. Each Subsidiary is qualified and in good standing in all states (or other jurisdictions) in which such qualification is required by reason of the nature and extent of the Business conducted by such Subsidiary in such states (or other jurisdictions), except where the failure to be so qualified in such states (and other jurisdictions) would not reasonably be expected to have a Material Adverse Effect with respect to the Company. Such states (and other jurisdictions) are disclosed in Schedule 3.05(c)-2 .

     SECTION 3.06   Subsidiaries . The Company owns of record and beneficially good and valid title to the Subsidiary Interests, free and clear of all Liens. Except for the Subsidiaries, the Company does not own any capital stock or other equity securities of or equity or voting interest in any Person. The Company is not under any obligation to acquire any securities from any Person. The Subsidiary Interests constitute all of the issued and outstanding equity interests of the Subsidiaries and have been duly authorized validly issued and are fully paid and nonassessable. There are no outstanding subscriptions, warrants, convertible securities, obligations, options, or rights entitling others to acquire equity or voting interests of any Subsidiary, or any outstanding securities, options, warrants, rights or other instruments convertible into or exchangeable for equity or voting interests of any Subsidiary. Except as listed in Schedule 3.06 , none of the Subsidiaries is a party to any shareholders agreement, limited partnership agreement, limited liability company operating agreement, buy-sell or similar Contract or arrangement affecting the Subsidiary Interests. There are no equity securities of any Subsidiary reserved for issuance nor are there any outstanding bonds, debentures, notes or other evidences of Indebtedness having the right to vote on any matters. There are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by any of the Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

     SECTION 3.07   Organizational Documents . True and complete copies of the Articles of Incorporation and By-Laws of the Company (together with all amendments thereto) and true and complete copies of the constitutive documents of each of the Subsidiaries (together with all amendments thereto) have been made available to the Purchaser.

SECTION 3.08   Financial Statements

     (a) The Seller has delivered true and complete copies of the Financial Statements to the Purchaser. The Financial Statements have been prepared from the books and records of the Company and the Subsidiaries as prepared in the ordinary course of the Business. Except as disclosed in Schedule 3.08(a) , the Financial Statements, including footnotes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods

indicated, and present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of their respective dates and the consolidated results of operations of the Company and the Subsidiaries for the periods covered thereby and the changes in their financial position for the periods indicated.

     (b) Neither the Company nor the Subsidiaries has any obligations or liabilities (whether accrued, absolute, contingent, or otherwise, whether due or to become due and regardless of when or by whom asserted), except (i) liabilities incurred in the ordinary course of the Business consistent with past practice since June 30, 2005, (ii) liabilities reflected on the Balance Sheet or the notes thereto consistent with past practice and (iii) liabilities otherwise expressly disclosed on Schedule 3.08(b) . The Company and the Subsidiaries have no Indebtedness that does not constitute an Intercompany Balance.

     SECTION 3.09   Books and Records . The books of account, minute books, equity interest record books, and other records of the Company and each of the Subsidiaries, all of which have been made available to the Purchaser, are complete and correct in all material respects. At the Closing, all of such books and records will be in possession of the Company. Prior to the date hereof, the Seller Parent has made available to the Purchaser true and complete copies of all documentation representing the Seller Parent’s, the Seller’s, the Company’s and the Subsidiaries’ efforts to prepare to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

     SECTION 3.10   Intellectual Property .

     (a)  Schedule 3.10(a) sets forth a list of all registrations and applications therefor with respect to Intellectual Property that is owned by the Company or a Subsidiary other than Trade Secret Information.

     (b)  Schedule 3.10(b) sets forth a list of all Intellectual Property that is not owned by the Company or a Subsidiary and that is used by the Company or a Subsidiary in the Business (other than (i) commercially available desktop computer software programs licensed non-exclusively under “shrink wrap” or other comparable standard form licenses, (ii) software relating solely to administrative or clerical functions, and (iii) software having an initial or replacement value of less than $50,000) and a list of each license or other Contract under which any such Company Intellectual Property is used by the Company or a Subsidiary (the “ IP Licenses ”).

     (c) Except as disclosed in Schedule 3.10(c ) , the Company or a Subsidiary possesses all right, title and interest in or has the right to use all Intellectual Property used or held by the Company in the conduct of its Business as presently conducted, including, without limitation, the Intellectual Property set forth on Schedule 3.10(a) and Schedule 3.10(b) (“ Company Intellectual Property ”), free and clear of all Liens other than Permitted Liens, and, giving effect to any consents set forth on Schedule 3.10(c) , the execution, delivery and performance of this Agreement shall not affect or alter the right of the Company or a Subsidiary to use any Company Intellectual Property nor result in the levying of any fees, costs or penalties against the Company or a Subsidiary.

     (d) To the Knowledge of the Seller, the use of Company Intellectual Property by the Company or a Subsidiary does not infringe on or violate the Intellectual Property of any Person, and no Person has infringed or violated the Company Intellectual Property.

     (e) All Persons who have contributed to the creation, invention or development of Company Intellectual Property have assigned to the Company or a Subsidiary all of their rights therein that do not vest initially in the Company or a Subsidiary by operation of law. The Company and the Subsidiaries take all reasonable actions to protect and maintain (i) any Trade Secret Information that is Company Intellectual Property, including, without limitation, executing confidentiality and non-disclosure agreements with employees and contractors, and (ii) the confidentiality, integrity and security of its software, databases, systems, networks, and Internet websites, and information stored or contained therein or transmitted thereby, and all transactions consummated in connection therewith, from any unauthorized use, access, interruption or modification by third parties, including, without limitation, the use of reliable encryption protection (or an equivalent).

     (f) The Company and the Subsidiaries take commercially reasonable actions to back up their software, databases and systems in a manner sufficient to enable resumed or continued functioning in all material respects following a hardware, telecommunications or related interruption or failure.

     (g) The Company’s proprietary software and software licensed pursuant to an IP License substantially conform to all written specifications for their use in the conduct of the business of the Company and the Subsidiaries as currently conducted, and to the Knowledge of the Seller are substantially free of bugs, errors, viruses and other contaminants.

     (h) To the Knowledge of the Seller, no material proprietary software product owned by the Company or a Subsidiary and distributed in connection with the Business is currently required to be distributed in source code form by the GNU General Public License or any other “open source” license agreement, nor is the Company or a Subsidiary in violation of any such agreement.

     SECTION 3.11   Business Employees

     (a) Except as set forth in Schedule 1.01(b) , all of the active Business Employees are employed by the Company or a Subsidiary. Schedule 3.11(a)-1 sets forth a list as of the date of this Agreement of the names and titles of each Business Employee, including the base salary of and any cash bonus received by each such Business Employee during the 12-month period ended December 31, 2004 and the rate of base salary and bonus opportunity for each such Business Employee for the current fiscal year of the Company ending June 30, 2005. Schedule 3.11(a)-2 sets forth a list as of the date of this Agreement of the name of each Business Employee who is on layoff, sick, time, disability or other leave of absence (including the reason for the leave of absence and the anticipated return date, if known), such list to be updated to reflect such names and other information as of the Closing.

     (b)  Schedule 3.11(b) sets forth a list, as of the date of this Agreement, of each agreement with respect to the employment or termination of employment of any Business

Employee under which the Company or a Subsidiary has any continuing payment or performance obligation after the Closing. Except as disclosed in Schedule 3.11(b) , neither the Company nor a Subsidiary is a party to any employment contract, severance agreement, or deferred compensation, bonus, profit-sharing, or stock option, or similar agreement, or any agreement pertaining to the payment of compensation in the event of a change in control of the Company or a Subsidiary that would represent an obligation of the Company or a Subsidiary after the Closing, and no Employee Benefit Plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement, or the Transactions (whether alone or in connection with any subsequent event(s)), would (i) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation of the Company or a Subsidiary pursuant to, any of the Employee Benefit Plans, (ii) otherwise result in payments, or any increase in payments (including severance pay), required to be made by the Company or a Subsidiary under any of the Employee Benefit Plans or (iii) limit or restrict the right of the Company or any of the Subsidiaries to merge, amend or terminate any of the Employee Benefit Plans.

     (c)  Schedule 3.11(c) sets forth a list as of the date of this Agreement of each of the directors of the Company and each Subsidiary that is a corporation.

     SECTION 3.12   Employee Benefit Plans

     (a)  Schedule 3.12(a) sets forth a true and complete list of each material Employee Benefit Plan. Except as set forth in Schedule 3.12(a) , the Business Employees do not participate in any plan, program, fund, or arrangement (whether or not qualified for federal income tax purposes), whether benefiting a single individual or multiple individuals, and whether funded or not, that is an “employee pension benefit plan,” or an “employee welfare benefit plan,” as such terms are defined in ERISA, or any incentive or other benefit arrangement for such employees and their respective dependents and beneficiaries.

     (b) With respect to each Employee Benefit Plan, the Seller has provided or made available to the Purchaser a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by the Seller, the Company or the Subsidiaries to the Business Employees concerning the extent of the benefits provided under an Employee Benefit Plan; and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

     (c) Neither the Company nor any Subsidiary has contributed to any “multi-employer” plan (as defined in Section 3(37) of ERISA), has incurred any liability under Section 4201 of ERISA for any complete or partial withdrawal from any multi-employer plan, or has assumed any such liability by any prior owner of any of its assets or properties. No event has occurred and no condition exists that would subject the Company or the Subsidiaries, either directly or by reason of their affiliation with any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of

Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by ERISA or the Code or other applicable Laws.

     (d) The Company and the Subsidiaries are in compliance, in all material respects, with the requirements of ERISA, the Code and all other Laws applicable with respect to those Employee Benefit Plans that are subject to ERISA, the Code and all such other Laws. Each Employee Benefit Plan has been established and administered in all material respects in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations. Each Employee Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification, and, to the Knowledge of the Seller, nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification. No “reportable event” within the meaning of Section 4043 of ERISA has occurred with respect to any Employee Benefit Plan, neither the Company nor any Subsidiary has engaged in any “prohibited transaction” within the meaning of Section 406(a) or (b) of ERISA or of Section 4975(c) of the Code, no “accumulated funding deficiency” within the meaning of Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred with respect to any Employee Benefit Plan, and no such Employee Benefit Plan has been terminated in accordance with the procedures set forth in Section 4041 or 4042 of ERISA. No liability has been incurred by the Company or any Subsidiary for any Tax imposed by Section 4975 of the Code with respect to any Employee Benefit Plan.

     (e) With respect to any Employee Benefit Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Seller, threatened, (ii) to the Knowledge of the Seller, no facts or circumstances exist that would reasonably be expected to give rise to any such actions, suits or claims, (iii) no written communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC” ) in respect of any Employee Benefit Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein, and (iv) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service or other governmental agencies are pending or in progress or, to the Knowledge of the Seller, threatened (including, without limitation, any routine requests for information from the PBGC).

     SECTION 3.13   Real Property

     (a) Neither the Company nor any Subsidiary owns any real property or has a fee simple ownership interest in any real property.

     (b)  Schedule 3.13(b) sets forth an accurate and complete list of all real property leases and subleases with respect to the Premises to which the Company or a Subsidiary is a party (as lessee or lessor) (“Property Leases” ). The Seller has delivered to the Purchaser Parent a true and complete copy of each Property Lease and any and all amendments, consents for alterations, documents recording variations and evidence of commencement dates and expirations dates. The rental set forth in each Property Lease is the actual rental being paid and there are no separate agreements or understandings with respect to same.

     (c) The Company or one of the Subsidiaries has valid leasehold interests in all leased real property described in each Property Lease, free and clear of any and all Liens, other than Permitted Liens. Neither the Seller nor any of its Affiliates has received any notice of a breach or default under any Property Lease, and neither the Seller nor any of its Affiliates has granted any other Person any rights, adverse or otherwise, under any Property Lease. The Company or a Subsidiary has undisturbed possession of the Premises, all Property Leases are in full force and effect, and the Company or a Subsidiary is entitled to the benefits of such Property Leases in accordance with the terms thereof. Neither the Company nor any Subsidiary is in material breach or violation of, or material default under, any Property Lease and, to the Knowledge of the Seller, no other party to any Property Lease is in material breach or violation thereof or material default thereunder, nor is there any material dispute between the Company or a Subsidiary and any landlord under any of the Property Leases and no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor. No event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default by the Company or a Subsidiary or termination event under any Property Lease. To the Knowledge of the Seller, the current use by the Company or a Subsidiary of the Premises does not violate any local zoning or similar land use Laws in any material respect.

     (d) The Premises constitute the only real property used in the conduct of the Business. Except as set forth on Schedule 3.13(d) , the Premises (including improvements on the Premises) are in good operating condition and repair (ordinary wear and tear excepted) and are adequate in all material respects for their present uses by the Company or a Subsidiary.

     SECTION 3.14   Personal Property, Accounts Receivable, Inventory and Working Capital

     (a) The Company or a Subsidiary has valid title to or, in the case of leased assets, a valid leasehold interest in, free and clear of Liens, other than Permitted Liens, all tangible and intangible personal property and assets reflected in the Balance Sheet, or thereafter acquired, except for properties and assets disposed of in the ordinary course of the Business consistent with past practice, since June 30, 2005. The Company and the Subsidiaries own or have the exclusive right to use all of the tangible and intangible personal properties and assets necessary for the conduct of the Business as presently conducted. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.14(a) do not apply to Intellectual Property or Company Intellectual Property, which is covered by the representations and warranties contained in Section 3.10 .

     (b) The equipment and other tangible properties and assets necessary to the conduct of the Business as presently conducted are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their present use by the Company and the Subsidiaries.

     (c) The accounts receivable of the Company and the Subsidiaries reflected on the Balance Sheet have arisen from bona fide sales transactions in the ordinary course of the Business. Except as set forth in Schedule 3.14(c) , none of the accounts receivable of the Company and the Subsidiaries reflected on the Balance Sheet have been referred to an attorney or third party collection agent for collection.

     (d) Except as disclosed in Schedule 3.14(d) , all inventory of the Company and the Subsidiaries reflected on the Balance Sheet consisted, and all such inventory acquired since the date of the Balance Sheet consists, of a quality and quantity usable and with respect to finished goods, salable in the ordinary course of the Business, except for obsolete items and items of below standard quality which have been written off or written down in accordance with GAAP applied on a consistent basis, and such inventory is sufficient for the operation of the Business in the ordinary course. Except as disclosed in Schedule 3.14(d) , all items included in the inventory of the Company and the Subsidiaries are the property of the Company or a Subsidiary, free and clear of any Liens other than Permitted Liens, have not been pledged as collateral, and are not held by the Company or a Subsidiary on consignment from others.

     SECTION 3.15   Taxes . Except as disclosed in Schedule 3.15 :

     (a) the Tax Returns of the Company and the Subsidiaries and of the Seller Parent required to be filed separately or as part of a consolidated Tax Return of an Affiliated Group before the date of this Agreement have been prepared and timely filed and each such Tax Return is true, complete and correct in all material respects;

     (b) except for Taxes that are being contested in good faith and by appropriate proceedings and reserved for on the Balance Sheet, (i) all Taxes whether or not shown to be due in Tax Returns filed by, or in respect of the operations of, the Company and the Subsidiaries and the Seller have been duly paid or accrued on the Balance Sheet of the Company, a Subsidiary or the Seller, as the case may be, in accordance with GAAP, and (ii) all deficiencies and assessments for any amount of Taxes that are or would become payable by the Seller, the Company or a Subsidiary and chargeable as a Lien upon any assets of the Company or a Subsidiary have been paid;

     (c) neither the Company nor any of the Subsidiaries is a party to, or bound by, or has any obligation under, any tax allocation, sharing or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to Taxes, taxable income or taxable losses of any other Person;

     (d) there is no contract, agreement, plan or arrangement covering any Person that, individually or collectively, would give rise to after the Closing, nor shall the consummation of the Closing obligate the Company or a Subsidiary to make after the Closing, any parachute payment subject to Section 280G of the Code;

     (e) no examination or audit of any Tax Return relating to any material Taxes of the Company or its Affiliated Group by any Governmental Authority is currently in progress or, to the Knowledge of the Seller, is threatened or contemplated, no assessment of a material amount of Tax has been proposed in writing against the Company, and there are no outstanding agreements, waivers or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to the Company or its Affiliated Group for any taxable period;

     (f) except with respect to the consolidated group to which the Company and the Subsidiaries are currently members, (i) neither the Company nor any Subsidiary is a member of

an affiliated group of corporations filing a consolidated federal income Tax Return and (ii) neither the Company nor any Subsidiary has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local, or foreign law), as a transferee or successor, by contract, or otherwise;

     (g) the Company and the Subsidiaries have duly and timely withheld all Taxes required to be withheld, including from employee salaries, wages and other compensation and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws and regulations;

     (h) neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) a closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state or local income Tax law), (iii) the installment method of accounting, the completed cash method of accounting, the long-term contract method of accounting or the cash method of accounting, (iv) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local income Tax law), or (v) prepaid amount received on or prior to the Closing Date;

     (i) neither the Company nor any Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code;

     (j) neither the Company nor any Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

     (k) the Company and the Subsidiaries have collected all material sales and use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authorities, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by all applicable sales and use Tax statutes and regulations;

     (l) neither the Company nor any of the Subsidiaries has, to the Knowledge of the Seller, engaged in any transaction that could give rise to (i) a registration obligation with respect to any Person under Section 6111 of the Code or the regulations thereunder, (ii) a list maintenance obligation with respect to any Person under Section 6112 of the Code or the regulations thereunder, or (iii) a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and the regulations thereunder;

     (m) the Tax Returns of the Company and the Subsidiaries (i) with respect to federal income Taxes have been examined by and settled with the Internal Revenue Service, or the statute of limitations with respect to the relevant Tax liability has expired, for all taxable periods through and including the year ended June 30, 2000 and (ii) with respect to state Taxes have been examined by and settled with the appropriate taxing authorities, or the statute of limitations

with respect to the relevant Tax liability has expired, for the taxable periods set forth in Schedule 3.15 ;

     (n) no power of attorney granted by or with respect to the Company or any of the Subsidiaries relating to Taxes is currently in force;

     (o) the Seller has delivered or made available to Purchaser for inspection (A) complete and correct copies of all income Tax Returns of the Company and the Subsidiaries for the fiscal years ended June 30, 2002, 2003 and 2004 and (B) complete and correct copies of all private letter rulings, revenue agent reports, closing agreements, settlement agreements, deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of the Company of the Subsidiaries and relating to material Taxes for such taxable periods; and

     (p) BISYS Information Solutions L.P. has been classified as a partnership for U.S. federal income, state and local tax purposes effective as of its inception and BISYS Document Solutions LLC has been classified as a Disregarded Entity for U.S. federal income tax purposes effective as of its inception.

     SECTION 3.16   Litigation . Except as disclosed in Schedule 3.16 , as of the date hereof (a) there is no Action pending or, to the Knowledge of the Seller, threatened in writing, involving the Company or any Subsidiary or any of their respective properties, assets or rights, and (b) there are no Orders of any Governmental Authority or arbitrator that prohibit or limit in any material respect the conduct of the Business by the Company and the Subsidiaries taken as a whole.

     SECTION 3.17   Contracts

     (a)  Schedule 3.17(a) sets forth an accurate and complete list of each of the following Contracts to which the Company or any of the Subsidiaries is a party or by which any of them are directly or indirectly bound: (i) Contracts creating an obligation on the part of the Company or a Subsidiary to pay to any other Person an amount in excess of $750,000 in any 12-month period; (ii) Contracts creating an obligation on the part of another Person to pay to the Company or a Subsidiary an amount in excess of $750,000 in any 12-month period; (iii) Contracts for the employment of any officer, individual employee or other Person on a full-time or consulting basis with annual payments in excess of $200,000; (iv) Contracts evidencing Indebtedness; (v) Contracts (including so called take-or-pay or keep-well agreements) under which the Company or any Subsidiary has directly or indirectly guaranteed Indebtedness of any Person (other than the Company or any of the Subsidiaries) or other guaranties by the Company or any Subsidiary; (vi) Contracts which prohibit the Company or any Subsidiary from engaging in the Business or any line of Business or competing with any Person in the United States or Canada or which restrict the ability of the Company or any Subsidiary to hire any Person; (vii) any VAR, OEM or other distribution Contract, which require the Company or any of the Subsidiaries to reach specific sales or payment minimums, targets or milestones or which require the Company or any of the Subsidiaries to use “best efforts” to distribute products thereunder and which generated more than $200,000 in payments during the fiscal year ended June 30, 2005; (viii) Contracts for capital expenditures or other purchases of material supplies, equipment or other assets or

properties (other than purchase orders for inventory or supplies in the ordinary course of the Business) in excess of $1,000,000 individually by the Company or any Subsidiary; (ix) Contracts with the Seller or any Affiliate of the Seller (other than the Company and the Subsidiaries); (x) Contracts that were not entered into in the ordinary course of the Business; (xi) Contracts which contain restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other equity interests of the Company or any of the Subsidiaries; (xii) Contracts (including so called take-or-pay or keep-well agreements) under which any Person (other than the Company or any of the Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of the Subsidiaries; (xiii) Contracts granting or evidencing Liens on any properties or assets of the Company or any of the Subsidiaries, other than Permitted Liens; (xiv) any management service, consulting, financial advisory or any other similar type Contract and any Contract with any investment or commercial bank (other than Contracts pursuant to which the Company or any of the Subsidiaries acts as a service provider to an investment or commercial bank in the ordinary course of the Business); (xv) Contracts (other than any agreement entered into with the Purchaser or an Affiliate of the Purchaser pursuant to this Agreement) with any current or former officer or director of the Company or any of the Subsidiaries under which the Company or any of the Subsidiaries would have obligations after the Closing; (xvi) other than Contracts described in the other subclauses of this Section 3.17(a) , Contracts (including letters of intent) involving the future disposition or acquisition of assets or properties other than in the ordinary course of the Business and consistent with past practice, or any merger, consolidation or similar business combination transaction, whether or not enforceable; (xvii) Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (xviii) Contracts involving any resolution or settlement of actual or threatened material litigation, arbitration, claim or other dispute entered into on or after July 1, 2004 or that will continue to affect the Company, any Subsidiary or the Business after the Closing; (xix) Contracts involving leases or subleases of personal property involving an annual base rental payment in excess of $750,000; or (xx) other than Contracts described in the other subclauses of this Section 3.17(a) or that were entered into in the ordinary course of the Business and consistent with past practice, Contracts to which the Company or any Subsidiary is a party that are material to the Company and the Subsidiaries or the Business (all of the foregoing Contracts, together with the Affiliate Contracts and the IP Licenses, the “ Company Contracts ”). Schedule 3.17(a) sets forth an accurate and complete list of (1) each Contract to which the Company or any of its Subsidiaries was a party or by which any of them were bound that created an obligation on the part of the Company or a Subsidiary in an amount in excess of $750,000 in the last 12-month period and (2) each Contract to which the Company or any of its Subsidiaries was a party or by which any of them were bound that created an obligation on the part of another Person to pay the Company or a Subsidiary an amount in excess of $750,000 in the last 12-month period.

     (b)  Schedule 3.17(b) sets forth an accurate and complete list of each of the following Contracts to which the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) is a party or by which any of them are bound: (i) Contracts creating an obligation on the part of the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business to pay to any other Person an amount in excess of $750,000 in any 12-month period; (ii) Contracts creating an obligation on the part of another Person to pay to the Seller Parent or any of its Affiliates (other than the Company or any of the

Subsidiaries) with respect to the Business an amount in excess of $750,000 in any 12-month period; (iii) Contracts evidencing Indebtedness with respect to the Business; (iv) Contracts for capital expenditures or other purchases of material supplies, equipment or other assets or properties (other than purchase orders for inventory or supplies in the ordinary course of the Business) in excess of $1,000,000 individually by the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business; (v) Contracts that were not entered into in the ordinary course of the Business; (vi) Contracts which prohibit the Company or any Subsidiary from engaging in the Business or any line of Business or competing with any Person in the United States or Canada or which restrict the ability of the Company or any Subsidiary to hire any Person; (vii) any VAR, OEM or other distribution Contract, which require the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business to reach specific sales or payment minimums, targets or milestones or which require the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business to use “best efforts” to distribute products thereunder and which generated more than $200,000 in revenues during the fiscal year ended June 30, 2005; (viii) Contracts (including so called take-or-pay or keep-well agreements) under which any Person (other than the Company or any of the Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of the Subsidiaries; (ix) Contracts granting or evidencing Liens on any properties or assets of the Company or any of the Subsidiaries, other than Permitted Liens; (x) any management service, consulting, financial advisory or any other similar type Contract with respect to the Business and any Contract with any investment or commercial bank (other than Contracts pursuant to which the Company or any of the Subsidiaries acts as a service provider to an investment or commercial bank in the ordinary course of the Business) with respect to the Business; (xi) Contracts (other than any agreement entered into with the Purchaser or an Affiliate of the Purchaser pursuant to this Agreement) with any current or former officer or director of the Company or any of the Subsidiaries under which the Company or any of the Subsidiaries would have obligations after the Closing; (xii) other than Contracts described in the other subclauses of this Section 3.17(b) , Contracts (including letters of intent) with respect to the Business involving the future disposition or acquisition of assets or properties other than in the ordinary course of the Business and consistent with past practice, or any merger, consolidation or similar business combination transaction, whether or not enforceable; (xiii) Contracts with respect to the Business involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (xiv) Contracts with respect to the Business involving any resolution or settlement of actual or threatened litigation, arbitration, claim or other dispute; (xv) Contracts with respect to the Business involving leases or subleases of personal property involving an annual base rental payment in excess of $750,00