COMBINATION AGREEMENT

Exhibit 2.7

COMBINATION AGREEMENT

dated as of the 16^th day of February, 2012

by and among

XXXXXX & XXXXXX GROUP, INC.

(Founder)

and

INTERNATIONAL ENTERPRISES, INC.

(Partner Company)

and

XXXXXXX X. XXXXXX

(Partner Company Stockholder)

TABLE OF CONTENTS

				Page
ARTICLE I.		DEFINITIONS			2
ARTICLE II.		PURCHASE, SALE AND EXCHANGE			12
Section 2.1		Consideration for Shares of Partner Company Stock			12
Section 2.2		Certificate Regarding Indebtedness and Purchase Price Adjustment			12
Section 2.3		Working Capital Estimate			13
Section 2.4		Determination of Adjusted Working Capital			13
Section 2.5		Payment of Adjusted Purchase Price			14
Section 2.6		Exchange Plan			14
Section 2.7		Founder Stock			15
ARTICLE III.		CLOSING			15
ARTICLE IV.		REPRESENTATIONS AND WARRANTIES OF PARTNER COMPANY AND PARTNER COMPANY STOCKHOLDER			15
Section 4.1		Due Organization			15
Section 4.2		Authority and Approval; Noncontravention			16
Section 4.3		Capital Stock of or Equity Interests in Each Subject Partner Company			16
Section 4.4		Transactions in Capital Stock			17
Section 4.5		No Bonus Shares			17
Section 4.6		Subsidiaries			17
Section 4.7		Predecessor Status; etc.			17
Section 4.8		No Spinoff by any Subject Partner Company			18
Section 4.9		Financial Statements			18
Section 4.10		Liabilities and Obligations			18
Section 4.11		Accounts and Notes Receivable			19
Section 4.12		Permits and Intangibles			19
Section 4.13		Environmental Matters			20
Section 4.14		Personal Property			21
Section 4.15		Significant Customers			21
Section 4.16		Real Property			21
Section 4.17		Subject Partner Company Contracts			22
Section 4.18		Subject Partner Company Proprietary Assets			23
Section 4.19		Certain Business Practices and Regulations			25
Section 4.20		Insurance			25
Section 4.21		Compensation; Organized Labor Matters			25
Section 4.22		Employee Plans			26
Section 4.23		Compliance with ERISA			27
Section 4.24		Conformity with Law; Litigation			28
Section 4.25		Taxes			28
Section 4.26		No Violations Under Charter Documents and Bylaws			30
Section 4.27		Government Contracts			30
Section 4.28		Computer Hardware and Software			31
Section 4.29		Absence of Changes			31

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TABLE OF CONTENTS

(continued)

				Page
Section 4.30		Deposit Accounts; Powers of Attorney			32
Section 4.31		Disclosure			33
Section 4.32		No Undisclosed Liabilities			33
Section 4.33		Affiliated Entities			33
Section 4.34		Authority; Noncontravention			33
Section 4.35		Preemptive Rights			34
ARTICLE V.		REPRESENTATIONS AND WARRANTIES OF FOUNDER			34
Section 5.1		Due Organization			34
Section 5.2		Authorization and Approval; Noncontravention			34
Section 5.3		Capital Stock			35
Section 5.4		Transactions in Capital Stock, Organization Accounting			35
Section 5.5		Subsidiaries			36
Section 5.6		Financial Statements			36
Section 5.7		Liabilities and Obligations			36
Section 5.8		Conformity with Law; Litigation			36
Section 5.9		No Violations			36
Section 5.10		Founder Stock			37
Section 5.11		Business; Real Property; Material Agreement			37
Section 5.12		Taxes			37
Section 5.13		Partner Company Stock			37
Section 5.14		Combining Partner Companies			37
ARTICLE VI.		OTHER COVENANTS PRIOR TO CLOSING			38
Section 6.1		Access and Cooperation; Due Diligence; Audits			38
Section 6.2		Conduct of Business Pending Closing			39
Section 6.3		Prohibited Activities			39
Section 6.4		Exclusivity			40
Section 6.5		Agreements			41
Section 6.6		Notification of Certain Matters			41
Section 6.7		Delivery of Schedules and Amendment of Schedules			41
Section 6.8		Compliance with H-S-R Act			42
Section 6.9		Insurance			42
Section 6.10		Due Diligence of Combining Partner Companies			43
Section 6.11		Confirmation of Disclosure Schedules and Review of Registration Statement			43
Section 6.12		Further Assurance			43
ARTICLE VII.		CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTNER COMPANY STOCKHOLDER AND PARTNER COMPANY			44
Section 7.1		Representations and Warranties Performance of Obligations			44
Section 7.2		Satisfaction			44
Section 7.3		Combining Partner Companies			44
Section 7.4		No Litigation			44
Section 7.5		Consents and Approvals			44

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TABLE OF CONTENTS

(continued)

				Page
Section 7.6		Good Standing Certificates			45
Section 7.7		No Founder Material Adverse Change			45
Section 7.8		Secretarial Certificates			45
Section 7.9		Closing of IPO			45
Section 7.10		Founder’s Release			45
Section 7.11		Commercial Real Estate Leases			45
Section 7.12		Listing on New York Stock Exchange			46
Section 7.13		Service Agreement			46
ARTICLE VIII.		CONDITIONS PRECEDENT TO OBLIGATIONS OF FOUNDER			46
Section 8.1		Representations and Warranties; Performance of Obligations			46
Section 8.2		No Litigation			46
Section 8.3		Secretarial Certificates			47
Section 8.4		No Partner Company Material Adverse Effect			47
Section 8.5		Partner Company Stockholder’s Release			47
Section 8.6		Satisfaction			47
Section 8.7		Termination of Related Party Agreements			47
Section 8.8		Consents and Approvals			47
Section 8.9		Good Standing Certificates			48
Section 8.10		Employment Agreements			48
Section 8.11		Closing of IPO			48
Section 8.12		Listing on New York Stock Exchange			48
Section 8.13		Commercial Real Estate Leases			48
Section 8.14		FIRPTA Certificate			48
ARTICLE IX.		TAX AND EMPLOYEE BENEFIT PLAN COVENANTS			49
Section 9.1		Preparation and Filing of Tax Returns; Distributions Related to Partner Company Stockholder’s Taxes			49
Section 9.2		Transfer Taxes			51
Section 9.3		Other Tax Covenants			51
Section 9.4		Preservation of Employee Benefit Plans			52
ARTICLE X.		SURVIVAL; INDEMNIFICATION			53
Section 10.1		Survival			53
Section 10.2		Indemnification			53
Section 10.3		Arbitration			57
Section 10.4		Exclusive Remedy			57
Section 10.5		Adjustment to Purchase Price			58
Section 10.6		Continuing Indemnification of Directors and Others			58
Section 10.7		No Release			58
ARTICLE XI.		TERMINATION			58
Section 11.1		Termination			58
Section 11.2		Procedure and Effect of Termination			59
Section 11.3		Wrongful Termination			60
ARTICLE XII.		NONCOMPETITION			60
ARTICLE XIII.		NONDISCLOSURE OF CONFIDENTIAL INFORMATION			63

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TABLE OF CONTENTS

(continued)

				Page
Section 13.1		Partner Company Stockholder			63
Section 13.2		Founder			64
Section 13.3		Damages			64
Section 13.4		Survival			64
ARTICLE XIV.		GENERAL			65
Section 14.1		Cooperation			65
Section 14.2		Counterparts			65
Section 14.3		Governing Law			65
Section 14.4		No Third Party Beneficiaries			65
Section 14.5		Entire Agreement			65
Section 14.6		Brokers and Agents			65
Section 14.7		Expenses			66
Section 14.8		Notices			66
Section 14.9		Limitations on Assignments; Successors and Assigns			67
Section 14.10		Headings; Interpretation			67
Section 14.11		Preamble and Recitals			68
Section 14.12		Amendments and Waivers			68
Section 14.13		Specific Performance			68
Section 14.14		Severability of Provisions			68
Section 14.15		Consent to Jurisdiction			69
Section 14.16		Joint Preparation			69
Section 14.17		Time			69
Section 14.18		Waiver of Jury Trial			69
Section 14.19		Contemporaneous Effectiveness			69
Section 14.20		Exercise of Rights and Remedies			69
Section 14.21		Publicity			70
Section 14.22		Remedies Cumulative			70

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ANNEX I		Section 351 Exchange Plan
ANNEX II		List of Employees
ANNEX III		Form of Commercial Real Estate Leases

Partner Company Disclosure Schedule

Section 1(a)		Partner Company Knowledge Persons
Section 2.1		Closing Date Consideration
Section 2.3		Methodology for Calculating Adjusted Working Capital
Section 4.1		Due Organization
Section 4.2		Noncontravention
Section 4.3		Equity Interests in Subject Partner Companies
Section 4.4		Transactions in Capital Stock
Section 4.5		Bonus Shares
Section 4.6		Subsidiaries
Section 4.7		Predecessor Status; etc.
Section 4.8		Sales, Spin-Offs or Split-Ups
Section 4.9(a)		Financial Statements Delivered
Section 4.9(b)		Financial Statements to be Delivered
Section 4.10		Liabilities and Obligations
Section 4.11		Accounts and Notes Receivable
Section 4.12		Permits and Intangibles
Section 4.13		Environmental Matters
Section 4.14		Personal Property
Section 4.15		Significant Customers
Section 4.16		Real Property
Section 4.17		Subject Partner Company Contracts
Section 4.18(a)		Identification of Proprietary Assets
Section 4.18(b)		Maintenance of Confidentiality and Secrecy
Section 4.18(c)		No Infringements or Conflicts
Section 4.18(e)		Adequacy
Section 4.20		Insurance
Section 4.21		Compensation; Organized Labor Matters
Section 4.22		Employee Plans; Compliance with ERISA
Section 4.24		Conformity with Law; Litigation
Section 4.25		Taxes
Section 4.25(h)		Tax Jurisdictions
Section 4.25(l)		Tax to be Reported by Founder
Section 4.27		Government Contracts
Section 4.28		Computer Hardware and Software
Section 4.29		Absence of Changes
Section 4.30		Deposit Accounts: Powers of Attorney
Section 4.32		No Undisclosed Liabilities
Section 4.33		Affiliated Entities

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Section 6.3(d)		Encumbrances
Section 6.3(e)		Transfers and Dispositions of Property
Section 6.5		Agreements to be Terminated
Section 7.10		Guarantees
Section 8.5		Unreleased Claims
Section 8.7		Termination of Related Party Agreements
Section 8.8		Consents and Approvals
Section 8.10		Employees to have Employment Agreements
Section 10.6		Indemnity Agreements
Section 14.6		Brokers and Agents

Founder Disclosure Schedule

Section 1(a)		Founder Knowledge Persons
Section 5.1		Due Organization
Section 5.2		Noncontravention
Section 5.3		Capital Stock
Section 5.4		Transactions in Capital Stock, Organization Accounting
Section 5.5		Subsidiaries
Section 5.6		Financial Statements
Section 5.7		Liabilities and Obligations
Section 5.8		Conformity with Law; Litigation
Section 5.9		No Violations
Section 5.11		Business; Real Property; Material Agreement
Section 5.12		Taxes
Section 5.14		Combining Partner Companies
Section 7.5		Consents and Approvals

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COMBINATION AGREEMENT

THIS COMBINATION AGREEMENT (the “Agreement”) is made as of the 16^th day of February, 2012, by and among XXXXXX & XXXXXX GROUP, INC., a Delaware corporation (“Founder”), INTERNATIONAL ENTERPRISES, INC., an Ohio corporation, (“Partner Company”), and XXXXXXX X. XXXXXX who is the owner of all the capital stock of Partner Company issued and outstanding on the date of this Agreement (“Partner Company Stockholder”).

RECITALS

WHEREAS, Founder has entered into combination agreements for, or intends to negotiate or is currently negotiating the terms of, the combination by merger, asset purchase or stock purchase of several companies (or interests therein) engaged in various aspects of the Business (“Combining Partner Companies”), each of which is listed in Section 5.14 of the Founder Disclosure Schedule, in exchange for one or more of the following types of consideration: voting capital stock, cash, options, notes, warrants, convertible securities and other property of Founder (“Consideration”); and

WHEREAS, in connection with the acquisition of the Combining Partner Companies and as part of a single transaction, Founder has entered into an agreement with TMG Founder Company, a Delaware corporation (“Initial Founder”) pursuant to which, effective substantially contemporaneously with the consummation of the IPO, a wholly-owned subsidiary of Founder will merge with and into Initial Founder (the “Initial Founder Merger Agreement”), and Initial Founder will become a wholly-owned subsidiary of Founder, and the shareholders of Initial Founder will receive Founder Stock (as defined below); and

WHEREAS, substantially contemporaneously with the consummation of an initial underwritten public offering (“IPO”) of common stock, $.00001 par value, of Founder (“Founder Stock”) and as part of a single transaction that includes the IPO and the acquisition of Initial Founder, as described in the preceding recital, the stockholders of the Combining Partner Companies will transfer, either directly or indirectly by stock purchase or forward or reverse triangular merger, the stock or substantially all of the assets of certain companies and other assets in which they own an interest to Founder in exchange for the Consideration, under circumstances that are intended to constitute a Tax-free transfer of property under Section 351 of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (“Code”), to the extent of their receipt of voting capital stock of Founder (excluding, however, any gain recognized solely by reason of Section 357(c) of the Code); and

WHEREAS, in some cases the transactions with Combining Partner Companies may be structured to also qualify as reorganizations described in Section 368(a) of the Code; and

WHEREAS, the IPO, the acquisition of Initial Founder and the combinations of the Combining Partner Companies will be described in a Registration Statement on Form S-1 of Founder that will be filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (“1933 Act”) and declared effective by the SEC prior to the commencement of sales of Founder Stock in the IPO (the “Registration Statement”); and

WHEREAS, Founder expects to file the Registration Statement with the SEC as promptly as practicable following the completion of an audit of the financial statements of each Combining Partner Company by KPMG LLP, which Founder will use its commercially reasonable efforts in good faith to file no later than April 30, 2012; and

WHEREAS, Founder desires to acquire all of the outstanding capital stock of the Partner Company directly from Partner Company Stockholder, in each case for the consideration set forth in Section 2.1 of Partner Company Disclosure Schedule, and Partner Company Stockholder has agreed to transfer his/her shares of capital stock to Founder on the terms and subject to the conditions hereinafter set forth;

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

ARTICLE I.

DEFINITIONS

Unless the context otherwise requires, the terms listed below and not otherwise defined shall have the following meanings for all purposes of this Agreement:

“Accounts Payable” means all accounts payable (excluding all accounts payable in respect of Taxes accruing during the Pre-Closing Tax Period and payable by Partner Company Stockholder because of his/her election under Section 1361 and 1362 of the Code and analogous state and local law), accrued expenses and other current liabilities (including prepaid sales) of the Subject Partner Companies.

“Actual K-1 Tax Liability” has the meaning set forth in Section 9.1(d).

“Adjusted Working Capital” means an amount equal to (a) the sum of (i) the book balances of all cash, bank deposits and cash equivalents held by the Subject Partner Companies as of the Effective Time, plus (ii) the amount of the Inventory as of the Effective Time, plus (iii) the aggregate net carrying value of the Receivables as of the Effective Time, plus (iv) the value of the Other Current Assets as of the Effective Time, minus (b) the sum of (i) the Accounts Payable as of the Effective Time, plus (ii) all estimated Taxes payable by each C Corporation, if any, in respect of any Pre-Closing Tax Period, plus (iii) all estimated state, county and local Taxes payable by any Flow Through Entity, if any, in respect of any Pre-Closing Tax Period, plus (iv) other current liabilities of the Subject Partner Companies as of the Effective Time. For the avoidance of doubt, “Adjusted Working Capital” shall be exclusive of any Indebtedness that was deducted from the aggregate consideration payable to Partner Company Stockholder at the Closing pursuant to Section 2.2 and shall be exclusive of any investment banking fees or expenses payable to any broker or agent disclosed on Section 14.6 of the Partner Company Disclosure.

“affiliate” of any person means any other person directly or indirectly controlling, controlled by or under common control with such person; provided that for purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

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“Affiliated Entity” means each affiliated person in which Partner Company Stockholder has an interest and that is engaged in the Business.

“Agreed Value” means the amount of immediately available funds deliverable to Partner Company Stockholder upon consummation of the Transaction, as provided in Section 2.1 of Partner Company Disclosure Schedule.

“Agreement” has the meaning set forth in the first paragraph of this Agreement.

“A/R Aging Reports” has the meaning set forth in Section 4.11.

“Balance Sheet” has the meaning set forth in Section 4.9(a).

“Balance Sheet Date” means December 31, 2011.

“Bankruptcy Exceptions” means the extent to which enforcement of an agreement, instrument or other document: (a) may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

“Basket Amount” means an amount equal to the greater of (i) one percent of the aggregate Agreed Value received by Partner Company Stockholder at the Closing and (ii) the difference between (x) the product of seven multiplied by the aggregate EBITDA, calculated in accordance with GAAP, for all Subject Partner Companies for the twelve complete calendar months preceding the Closing Date; and (y) the aggregate Agreed Value received by Partner Company Stockholder at the Closing.

“Business” means auctioning capital assets and liquidating consumer goods through remarketing activities.

“business day” means each day other than a Saturday, Sunday or other day in the City of Houston, Texas on which national banks are authorized by law or regulation not to open for business.

“Bylaws” means bylaws, code of regulations, limited liability company agreements or regulations, agreements of limited partnership and other similar instruments that govern the operations of any corporation, limited liability company, partnership or other person (other than a natural person).

“C Corporation” means each Subject Partner Company that is referenced with a single asterisk in Section 4.1 of the Partner Company Disclosure Schedule.

“CERCLA” has the meaning set forth in the definition of “Environmental Law.”

-3-

“Charter Documents” means the certificate of incorporation, articles of incorporation, certificate of formation, articles of organization, certificate of limited partnership or other instrument pursuant to which any person (other than a natural person) was formed or organized in accordance with applicable law.

“Claim Notice” has the meaning set forth in Section 10.2(c).

“Closing” has the meaning set forth in Article III.

“Closing Date” has the meaning set forth in Article III.

“Code” has the meaning set forth in the third recital of this Agreement.

“Combining Partner Companies” has the meaning set forth in the first recital of this agreement.

“Combining Partner Company Agreement” means any agreement for merger with, or asset purchase or stock purchase of, any Combining Partner Company.

“Consideration” has the meaning set forth in the first recital of this Agreement.

“controlled group” has the meaning set forth in Section 4.23(e).

“Disclosure Schedule” means either Partner Company Disclosure Schedule or Founder Disclosure Schedule.

“Disclosure Schedule Amendment Notice” has the meaning set forth in Section 6.7.

“Disclosure Schedule Deadline” has the meaning set forth in Section 6.7(a).

“E&I Indemnitees” has the meaning set forth in Section 10.6.

“E&I Provisions” has the meaning set forth in Section 10.6.

“EBITDA” means the sum of earnings before interest, Taxes, depreciation and amortization for a person over a specified operating period.

“Effective Tax Rate” has the meaning set forth in Section 9.1(c).

“Effective Time” means 11:59 P.M. on the calendar day immediately preceding the Closing Date.

“employee pension benefit plan” has the meaning set forth in Section 4.22.

“Encumbrances” means any and all mortgages, deeds of trust, liens, security interests, encumbrances, claims, pledges, assignments, charges, options, preferential arrangements, rights of tenants or others, rights of first refusal or other title retention agreements, easements, defects in title, covenants, conditions or other restrictions of any nature whatsoever, including any restriction on the use, transfer or receipt of income or other exercise of any attributes of ownership.

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“Environmental Law” means any applicable federal, state, or local law, rule, regulation, order, ordinance, writ, judgment, injunction, decree, Permit or determination to the extent relating to the protection of the environment, the preservation or reclamation of natural resources, worker health and safety, the release or threatened release of or exposure to any Hazardous Substances into the environment, the generation, management, handling, use, manufacture, distribution, formulation, packaging, labeling, transportation, storage, treatment and disposal of Hazardous Substances, or the pollution of air, soil, groundwater or surface water including the Clean Air Act, the Toxic Substance Control Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Occupational Safety and Health Act and the Resource Conservation and Recovery Act, or their state counterparts or analogues, and any non-U.S. laws of similar import and all amendments or regulations promulgated thereunder, and any common law doctrine, including negligence, nuisance, trespass, personal injury or property damage related to or arising out of the presence, release, or exposure to Hazardous Substances.

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

“excess benefit plan” has the meaning set forth in Section 4.22.

“Exchange Plan” means the Section 351 Exchange Plan of Founder set forth in Annex I to this Agreement.

“Flow Through Entities” means each of the QSSS Entities.

“Founder” has the meaning set forth in the first paragraph of this Agreement.

“Founder Balance Sheet” has the meaning set forth in Section 5.6.

“Founder Disclosure Schedule” means Founder Disclosure Schedule, dated as of the date of its delivery pursuant to Section 6.7(a) by Founder to Partner Company, as thereafter amended and updated pursuant to this Agreement.

“Founder Documents” has the meaning set forth in Section 5.9.

“Founder Indemnified Parties” has the meaning set forth in Section 10.2(a)

“Founder Material Adverse Effect” means any occurrence, event or circumstance that, individually or in the aggregate, is, or could reasonably be expected to be, materially adverse to: (a) the business, condition (financial or otherwise), assets, liabilities or operations of Founder and the Combining Partner Companies, considered as a whole on a pro forma basis, or (b) the ability of Founder to consummate or perform the transactions contemplated hereby; in each case other than adverse effects from events, changes or occurrences: (i) in the general economy or capital markets in the United States, (ii) generally affecting other persons engaged in the same businesses as the Combining Partner Companies and not disproportionately affecting the businesses of Founder and the Combining Partner Companies, considered as a whole, or (iii) arising from the announcement of the pendency of the transactions contemplated by this Agreement.

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“Founder Organizational Documents” has the meaning set forth in Section 5.1.

“Founder Stock” has the meaning set forth in the third recital of this Agreement.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States (as determined by the Financial Accounting Standards Board).

“Geographical Area” has the meaning set forth in Section 12.1(a).

“Government Authority” or “Governmental Authority” means any United States or non-United States federal, national, supranational, provincial, state, municipal, local or similar government, government authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body.

“Government Contract” means any contract entered into by a Subject Partner Company with any Government Authority.

“H-S-R Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Hazardous Substances” means any hazardous or toxic material, waste or chemical, petroleum or petroleum product or derivative thereof, asbestos or asbestos containing material, polychlorinated biphenyl, mold, and all other materials, chemicals or substances which are regulated by, form the basis of liability under, or are defined as or regulated as pollutants, contaminants, hazardous, extremely hazardous, toxic or words of similar import pursuant to, any Environmental Law.

“Indebtedness” means as to any person, without duplication, all of the following, but only to the extent included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such person for borrowed money and all obligations of such person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such person arising under unreimbursed payments made under letters of credit (including standby and commercial), bankers’ acceptances and bank guarantees; (c) net obligations of such person under any hedge contract pertaining to interest rates or pertaining to any currency or commodity; (d) all obligations of such person to pay the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business); (e) indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such person or is limited in recourse; (f) all obligations of such person under capital leases; and (g) all guarantees of such person in respect of any of the foregoing.

“Indebtedness Measurement Date” has the meaning set forth in Section 2.2.

-6-

“Indemnifiable Damages” means any and all liabilities, losses (including diminution in value), claims, judgments, damages, fines, penalties, environmental response costs, natural resource damages, expenses and costs (including reasonable counsel fees and costs and expenses incurred in connection with any claim for indemnification under Section 10.2), together with interest thereon from the date such damages are incurred at an interest rate equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal and as revised on each anniversary of the Closing Date by reference to the prime rate reported in the national edition of The Wall Street Journal for such anniversary date or, if the anniversary date falls on a Saturday, Sunday or other day on which The Wall Street Journal is not published, the next day on which The Wall Street Journal is published.

“Indemnitor” has the meaning set forth in Section 10.2(c).

“Initial Founder” has the meaning set forth in the second recital of this Agreement.

“Initial Founder Merger Agreement” has the meaning set forth in the second recital of this Agreement.

“Inventory” means all of the inventory of raw materials, work-in-process, parts, scrap, wrapping, operating supplies and packaging items and finished goods (including any in-transit or mill direct inventory, obsolescences and other inventory reserves, and lower of FIFO cost or market inventory reserves, but excluding all LIFO reserves) of the Subject Partner Companies, except for (a) such finished goods as have been purchased by customers of Subject Partner Companies and are being held, stored or retained for such customers and (b) all supplies and raw materials owned by third parties.

“IPO” has the meaning set forth in the third recital of this Agreement.

“IPO Price” means the price to the public reflected in the final prospectus of Founder relating to the IPO that is filed by Founder with the SEC pursuant to Rule 424(b) promulgated under the 1933 Act.

“JAMS” has the meaning set forth in Section 10.3.

“Joined Party” has the meaning set forth in Section 10.3.

“K-1 Tax Liability True Up” has the meaning set forth in Section 9.1(d).

“knowledge” as used in the phrases “to the knowledge of” or similar references means (a) in the case of Partner Company, the actual knowledge of those persons set forth in Section 1(a) of Partner Company Disclosure Schedule, (b) in the case of Founder, the actual knowledge of those persons set forth in Section 1(a) of Founder Disclosure Schedule and (c) in the case of Partner Company Stockholder, the actual knowledge of Partner Company Stockholder.

“Multiemployer Plan” means a multiemployer plan as defined in section 3(37) of ERISA.

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“Neutral Accountants” means PricewaterhouseCoopers LLP, or any other firm of independent certified public accountants that is mutually acceptable to Founder and Partner Company Stockholder.

“Other Current Assets” means all prepaid and deferred items (including prepaid rent and other prepaid expenses), credits and deposits, rights of offset and credits and claims for refund (including Tax refunds arising from or pertaining to the Pre-Closing Tax Period) generated or incurred by the Subject Partner Companies.

“Overlap Period” means any Tax period that includes but does not end on the Closing Date.

“Partner Company” has the meaning set forth in the first paragraph of this Agreement.

“Partner Company Common Stock” means the common stock, no par value per share, of Partner Company.

“Partner Company Disclosure Schedule” means Partner Company Disclosure Schedule, dated as of the date of its delivery pursuant to Section 6.7(a) by Partner Company to Founder, as thereafter amended and updated pursuant to this Agreement.

“Partner Company Indebtedness” has the meaning set forth in Section 2.2.

“Partner Company Material Adverse Effect” means any occurrence, event or circumstance that, individually or in the aggregate, is, or could reasonably be expected to be, materially adverse to (a) the business, condition (financial or otherwise), assets, liabilities or operations of the Subject Partner Companies considered as a whole, or (b) the ability of Partner Company Stockholder to consummate or perform the Transaction, in each case other than adverse effects from events, changes or occurrences (i) in the general economy or capital markets in the United States, or (ii) generally affecting other persons engaged in the same business as the Business and not disproportionately affecting the Business.

“Partner Company Stock” means Partner Company Common Stock.

“Partner Company Stockholder Indemnified Parties” has the meaning set forth in Section 10.2(b).

“Partner Company Stockholder” has the meaning set forth in the first paragraph of this Agreement.

“PC-SP Tax Returns” has the meaning set forth in Section 9.1(b).

“Permits” means licenses, certificates, permits, franchises, approvals, authorizations, consents, orders or exemptions of, agreements, filings and registrations with, and notifications to any Government Authority and other similar authorizations and rights relating to the Business.

“Permitted Exceptions” means:

(a) all liens for Taxes and assessments, both general and special, and other governmental charges which are not yet due and payable;

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(b) all liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;

(c) all licenses, including those relating to Proprietary Assets, granted by a Subject Partner Company in connection with transactions in the ordinary course of business, consistent with past practice but not including any such license granting any third person the sole or exclusive right to use the Proprietary Assets of a Subject Partner Company in any geographic area or with respect to a particular line of business;

(d) all land use (including environmental and wetlands regulations), building and zoning codes and ordinances, and other laws, ordinances, regulations, rules, orders, licenses or determinations of any Government Authority heretofore, now or hereafter enacted, made or issued by any such authority affecting any parcel of real property or any leasehold interest in real property, as the case may be;

(e) all easements, rights-of-way, covenants, conditions, restrictions, reservations, real property licenses and agreements, and other matters of record affecting any parcel of real property or any leasehold interest in real property, which individually or in the aggregate do not materially adversely affect the present use, ownership or value of such parcel or leasehold interest;

(f) all encroachments, overlaps, overhangs, unrecorded easements, or any other matters not of record with respect to a parcel of real property or a leasehold interest in real property, which individually or in the aggregate do not materially adversely affect the present use, ownership or value of such parcel or leasehold interest;

(g) all electric power, telephone, gas, sanitary sewer, storm sewer, water and other utility lines, pipelines, service lines, and facilities of any nature on, over or under any parcel of real property or leasehold interest in real property, which individually or in the aggregate do not materially adversely affect the present use, ownership or value of such parcel or leasehold interest;

(h) all existing public and private roads and streets (whether dedicated or undedicated), and all railroad lines and rights-of-way affecting any parcel of real property or leasehold interest in real property, which individually or in the aggregate do not materially adversely affect the present use, ownership or value of such parcel or leasehold interest;

(i) prior reservations or conveyances of mineral rights or mineral leases of every kind and character;

(j) statutory liens of landlords, statutory liens of banks and rights of setoff, carriers’, warehousemen’s, mechanics’, materialmen’s, workmen’s, repairmen’s, employees’ and other like liens imposed by law, arising in the ordinary course of business and securing obligations that are not yet due and payable; and

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(k) with respect to each parcel of real property or leasehold in real property owned or leased by a Subject Partner Company, other imperfections of title, easements and encumbrances (other than items for the payment of indebtedness which encumber the parcel or leasehold interest, if any), which do not materially adversely affect the marketability, mortgageability or insurability of title to such parcel or leasehold interest or materially detract from the value of or materially interfere with the present use or ownership of such parcel or leasehold interest.

“person” means a natural person, corporation, general or limited partnership, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, Government Authority or other legal entity.

“Post-Closing Tax Period” means any Tax period beginning immediately prior to the Closing Date and that portion of any Overlap Period beginning after the Closing Date.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Overlap Period ending immediately prior to the Closing Date.

“Projected K-1 Tax Liability” has the meaning set forth in Section 9.1(c)

“Proprietary Asset” means any: (a) patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, domain name, fictitious business name, service xxxx (whether registered or unregistered), trade dress, logo, service xxxx application, copyright (whether registered or unregistered), copyright application, trade secret, customer list, franchise, system, computer software (including all source code, object code and graphical user interface), computer program, sui generis database right, invention, design, specification, data, architecture, blueprint, engineering drawing, proprietary product, technology, and any other proprietary right or other intellectual property right or intangible asset anywhere in the world in any form or medium known or later devised; or (b) right to use or exploit, any of the foregoing.

“Purchase Price” has the meaning set forth in Section 2.1.

“QSSS Entities” means each Subject Partner Company that is referenced with a double asterisk in Section 4.1 of the Partner Company Disclosure Schedule.

“Qualified Plans” has the meaning set forth in the first paragraph of Section 4.23.

“Receivables” means all of the accounts receivable, notes receivable and advance payments generated or incurred by a Subject Partner Company (including allowances for deductions from remittances, airline travel advances, employee advances, rebates receivable, deposits on bids, other receivables and claims receivables, less allowances for doubtful accounts valued on a basis consistent with GAAP and excluding intercompany receivables).

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“Registration Statement” has the meaning set forth in the fourth recital of this Agreement.

“Release” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, abandoning or migrating into the environment.

“reportable event” has the meaning set forth in Section 4.23(c).

“Reviewable Return” has the meaning set forth in Section 9.1(e).

“SEC” has the meaning set forth in the fourth recital of this Agreement.

“significant customer” has the meaning set forth in Section 4.15.

“Statement of Net Working Capital” has the meaning set forth in Section 2.4.

“Subject Partner Company” means the Partner Company, each Subsidiary of the Partner Company, if any, and each Affiliated Entity, if any, listed in Section 4.33 of Partner Company Disclosure Schedule.

“Subject Partner Company Contracts” has the meaning set forth in Section 4.17.

“Subject Partner Company Financial Statements” has the meaning set forth in Section 4.9(a).

“Subject Partner Company Proprietary Asset” means any Proprietary Asset owned by or licensed to a Subject Partner Company or otherwise used by a Subject Partner Company, including all accounting, equipment database, customer database and other custom software that, in each case, is material to the business of such Subject Partner Company.

“Subsidiary” means any person (other than a natural person) that is a controlled affiliate of another person (other than a natural person).

“Target Adjusted Working Capital” shall mean $7,000,000.

“Tax” or “Taxes” means (a) all taxes, assessments, changes, duties, fees, levies imposts or other governmental charges, including all federal, state, local, municipal, county, foreign and other income, franchise, profits, capital gains, capital stock, capital structure, custom duties, alternative or add on minimum, gross receipts, sales, use, service, ad valorem, energy, employment, property, excise, occupation, capital, environmental, severance, production, windfall profits, premium, transfer, workers’ compensation, social security, stamp, payroll, unemployment, disability, withholding, estimated or similar taxes and any other tax or other governmental fee, duty, assessment, or charge of any kind whatsoever imposed by any Government Authority (whether payable directly or by withholding), (b) all interest, penalties, fines, deficiency assessments, additions to tax and additional amounts imposed by any Government Authority in connection with any item described in clause (a), and (c) any liability in respect of any items described in clauses (a) and/or (b) payable by reason of contract,

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assumption of transferee liability, operation of law, Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof of any analogous or similar provision under applicable law) or otherwise.

“Tax Return” means any report, return, election, document, estimated Tax filing, declaration or other filing provided to any Governmental Authority or jurisdiction with respect to Taxes including amendments thereto.

“Third Party Claim” has the meaning set forth in Section 10.2(c).

“Transaction” means the purchase and sale of Partner Company Stock contemplated by Section 2.1.

“Transfer Taxes” has the meaning set forth in Section 9.2.

“Working Capital Adjustment” has the meaning set forth in Section 2.5(a).

“Working Capital Adjustment Estimate” has the meaning set forth in Section 2.3.

“Working Capital Estimate” has the meaning set forth in Section 2.3.

“1933 Act” has the meaning set forth in the fourth recital of this Agreement.

ARTICLE II.

PURCHASE, SALE AND EXCHANGE

Section 2.1 Consideration for Shares of Partner Company Stock.

Pursuant to the terms of this Agreement, at the Closing: (a) Partner Company Stockholder will transfer, convey, assign and deliver to Founder all issued and outstanding shares of Partner Company Stock, free and clear of all Encumbrances, together with stock powers duly endorsed by Partner Company Stockholder so that the shares of Partner Company Stock may be duly registered in Founder’s name, and (b) Founder will purchase the shares of Partner Company Stock from Partner Company Stockholder, and will pay $43 million therefor, in immediately available funds (the “Purchase Price”), less the amount of Partner Company Indebtedness and subject to adjustment as set forth in Section 2.2, 2.3 and 2.5. The number of shares of Partner Company Stock owned and to be exchanged by Partner Company Stockholder and the amount of cash deliverable to Partner Company Stockholder at the Closing are set forth in Section 2.1 of Partner Company Disclosure Schedule.

Section 2.2 Certificate Regarding Indebtedness and Purchase Price Adjustment.

At least ten business days prior to the Closing, Partner Company and Partner Company Stockholder shall certify in writing to Founder the aggregate Indebtedness of each Subject Partner Company outstanding as of that date (the “Indebtedness Measurement Date”) (the “Partner Company Indebtedness”), and the amount of cash deliverable to Partner Company Stockholder as set forth in Section 2.1 of the Partner Company Disclosure Schedule shall be reduced by the amount of such Indebtedness.

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Section 2.3 Working Capital Estimate.

At least ten business days prior to the Closing, Partner Company shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Section 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with GAAP, applied on a consistent basis with the pro forma combined unaudited balance sheet of Subject Partner Companies as of the Balance Sheet Date and shall present fairly the combined financial position of the Subject Partner Companies as of the Closing Date.

Section 2.4 Determination of Adjusted Working Capital.

(a) As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Founder shall prepare and deliver to Partner Company Stockholder an unaudited statement of working capital of the Subject Partner Companies as of the Effective Time, but prior to giving effect to any purchase accounting adjustments made by Founder (the “Statement of Net Working Capital”), showing the Adjusted Working Capital determined in a manner consistent with this Agreement, including the last sentence of Section 2.3.

(b) After Founder’s delivery to Partner Company Stockholder of the Statement of Net Working Capital, Partner Company Stockholder and his/her representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Founder and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital.

(c) The Adjusted Working Capital as shown on the Statement of Net Working Capital prepared by Founder shall be final, conclusive and binding for purposes of this Agreement, unless Partner Company Stockholder shall give written notice of disagreement with any values thereon within 20 business days following his/her receipt of the Statement of Net Working Capital, specifying in reasonable detail the nature and extent of such disagreement.

(d) If within 60 business days following delivery by Partner Company Stockholder of a notice of the type referred to in subsection (c) above, Partner Company Stockholder and Founder, after devoting substantive time and attention to good faith

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negotiations, are unable to resolve any disagreement with respect to the Statement of Net Working Capital, the disagreement shall be submitted for resolution to the Neutral Accountants. The Neutral Accountants shall act as an arbitrator to determine and resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the submission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.3, shall be set forth in a written statement delivered to Partner Company Stockholder and Founder setting forth the reasons for their determination, and shall be final, conclusive and binding on Partner Company Stockholder and Founder.

The fees and expenses of the Neutral Accountants in connection with any such determination shall be apportioned between Partner Company Stockholder and Founder by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Founder and Partner Company Stockholder shall each pay their own costs incurred in connection with this Section 2.4, including the fees and expenses of their respective accountants and legal counsel, if any.

Section 2.5 Payment of Adjusted Purchase Price.

Promptly following the final determination of Adjusted Working Capital as provided in Section 2.4, but in no event later than ten (10) days after such determination:

(a) if the Adjusted Working Capital minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment”) is greater than the Working Capital Adjustment Estimate, Founder shall wire transfer in immediately available funds to Partner Company Stockholder an aggregate amount equal to such difference; or

(b) if the Working Capital Adjustment is less than the Working Capital Adjustment Estimate, Partner Company Stockholder shall wire transfer to Founder in immediately available funds the amount of such excess.

Any payment required to be made pursuant to this Section 2.5 shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal. All wire transfers hereunder shall be to such account as the recipient thereof may designate in writing for that purpose.

Section 2.6 Exchange Plan.

By executing this Agreement, Founder and Partner Company Stockholder hereby approve and adopt (or in the case of Founder confirms its prior approval and adoption of) the Exchange Plan to the same extent as if Founder and Partner Company Stockholder had subscribed its signature thereon.

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Section 2.7 Founder Stock.

Partner Company Stockholder shall be entitled to acquire up to $4,400,000 in aggregate purchase price of shares of Founder Stock in the IPO at the IPO Price, less underwriting discount, which shares shall be registered pursuant to the Registration Statement.

ARTICLE III.

CLOSING

The closing of the Transaction (the “Closing”) shall take place on the date of the closing of the sale of shares of Founder Stock in the IPO, or such other date as the parties hereto may designate (the “Closing Date”), at the offices of Bracewell & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 or such other place as the parties may mutually agree. The Closing shall be effective as of the Effective Time.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF PARTNER COMPANY AND PARTNER COMPANY

STOCKHOLDER

(IV)(A) Representations, Warranties, Covenants and Agreements of Partner Company and Partner Company Stockholder.

Each of Partner Company and Partner Company Stockholder, recognizing that Founder is relying on the contents of this Article IV(A) (as modified by the contents of the Partner Company Disclosure Schedule) as a material inducement to its execution, delivery and performance of this Agreement, hereby represent, warrant, covenant and agree with Founder as follows:

Section 4.1 Due Organization.

Each Subject Partner Company is a corporation or other person (other than a natural person) duly incorporated or formed, validly existing and in good standing under the laws of the state of its incorporation or formation, and is duly authorized and qualified to do business and in good standing to carry on its business in the places and in the manner as now conducted except (a) as set forth in Section 4.1 of Partner Company Disclosure Schedule or (b) where the failure to be so authorized or qualified would not have a Partner Company Material Adverse Effect. Section 4.1 of Partner Company Disclosure Schedule sets forth: (i) the type of legal organization of each Subject Partner Company, (ii) the jurisdiction in which each Subject Partner Company is incorporated or formed and (iii) a list of all jurisdictions in which each Subject Partner Company is authorized or qualified to do business. True, complete and correct copies of the Charter Documents and Bylaws, each as amended, of each Subject Partner Company are all attached to Section 4.1 of Partner Company Disclosure Schedule. The stock records of each Subject Partner Company, as heretofore made available to Founder, are correct and complete in all material respects. There are no minutes in the possession of a Subject Partner Company or Partner Company Stockholder which have not been made available to Founder, and all of such minutes are correct and complete in all material respects. The most recent minutes of each Subject Partner Company, which are dated no earlier than ten business days prior to the date hereof, affirm and ratify all prior acts of each Subject Partner Company, and of its officers and directors on behalf of each Subject Partner Company.

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Section 4.2 Authority and Approval; Noncontravention.

Partner Company has the corporate (or other applicable entity) power and authority to execute and deliver this Agreement and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by Partner Company of this Agreement and the performance by Partner Company of all the terms and conditions hereof to be performed by it (including the other agreements, instruments and documents to be executed and delivered by Partner Company hereunder) have been duly authorized and approved by the Board of Directors of Partner Company. This Agreement has been duly executed and delivered by Partner Company and constitutes the legal, valid and binding obligation of Partner Company, enforceable against Partner Company in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Partner Company under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by Partner Company, will constitute a legal, valid and binding obligation of Partner Company, enforceable against Partner Company in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions.

Except as set forth in Section 4.2 of Partner Company Disclosure Schedule, the execution and delivery of this Agreement by Partner Company, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby do not: (a) conflict with or violate the Charter Documents and Bylaws of any Subject Partner Company; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration under or pursue other remedies under, the terms of any material lease, contract, credit agreement or other instrument, to which any Subject Partner Company, is a party; (c) result in the imposition of any Encumbrance on any material asset of any Subject Partner Company; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which any Subject Partner Company is subject. Except as otherwise noted in Section 4.2 of Partner Company Disclosure Schedule, there is no requirement applicable to any Subject Partner Company to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with Partner Company’s execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

Section 4.3 Capital Stock of or Equity Interests in Each Subject Partner Company.

The authorized capital stock or other equity interests of each Subject Partner Company is as set forth in Section 4.3 of Partner Company Disclosure Schedule. Except as set forth in Section 4.3 of the Partner Company Disclosure Schedule, all of the issued and outstanding shares of Partner Company Stock and the outstanding shares of capital stock or other equity interests of each other Subject Partner Company are owned of record and beneficially by Partner Company Stockholder and Partner Company, respectively, in the amounts set forth in Sections 2.1 and 4.3,

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respectively, of Partner Company Disclosure Schedule and further, except as set forth in Section 4.3 of Partner Company Disclosure Schedule, are so owned free and clear of all Encumbrances. All of the issued and outstanding shares of the capital stock or other equity interests of each Subject Partner Company (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, and (c) were offered, issued, sold and delivered by the issuer thereof in compliance with all applicable state and federal laws concerning the offer, issuance, sale and delivery of securities. Further, none of such shares or interests was issued in violation of the preemptive or similar rights of any past or present stockholder or equity holder of a Subject Partner Company or any other person.

Section 4.4 Transactions in Capital Stock.

Except as set forth in Section 4.4 of Partner Company Disclosure Schedule, no Subject Partner Company has acquired any Partner Company Stock since January 1, 2006. Except as set forth in Section 4.4 of Partner Company Disclosure Schedule, (a) no option, warrant, call, conversion or exchange right or commitment of any kind exists which obligates a Subject Partner Company to issue any of its authorized but unissued or treasury capital stock or other equity interests; (b) no Subject Partner Company has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (c) neither the voting stock structure of any Subject Partner Company nor the relative ownership of shares or other equity interests among any of its respective stockholders has been altered or changed in contemplation of the Transaction. Section 4.4 of Partner Company Disclosure Schedule also includes complete and accurate copies of all stock option or stock purchase plans and agreements, shareholder agreements and warrant agreements, including a list of all outstanding options, warrants or other rights to acquire shares of Partner Company Stock.

Section 4.5 No Bonus Shares.

Except as set forth in Section 4.5 of Partner Company Disclosure Schedule, none of the shares of Partner Company Stock was issued pursuant to awards, grants or bonuses.

Section 4.6 Subsidiaries.

Except as set forth in Section 4.6 of Partner Company Disclosure Schedule, (a) there are no Subject Partner Companies; (b) Partner Company does not own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into or exchangeable for capital stock or any other equity interest in any person; and (c) no Subject Partner Company is directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

Section 4.7 Predecessor Status; etc.

Set forth in Section 4.7 of Partner Company Disclosure Schedule is a listing of all names of all predecessors of each Subject Partner Company, including the names of any entities acquired by any Subject Partner Company (by stock purchase, merger or otherwise) or from whom any Subject Partner Company previously acquired material assets, in any case, from the earliest date upon which Partner Company Stockholder acquired any of his Partner Company Stock. Except as disclosed in Section 4.7 of Partner Company Disclosure Schedule, no Subject Partner Company has been, within such period of time, a Subsidiary or division of another person or a part of an acquisition which was later rescinded.

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Section 4.8 No Spinoff by any Subject Partner Company.

Except as set forth in Section 4.8 of Partner Company Disclosure Schedule, there has not been any sale, spin-off or split-up of material assets of a Subject Partner Company since January 1, 2006.

Section 4.9 Financial Statements.

(a) Financial Statements Delivered. Section 4.9(a) of Partner Company Disclosure Schedule contains true and complete copies of the following financial statements: unaudited combined balance sheets of Subject Partner Companies as of December 31, 2009 and 2010 and as of the Balance Sheet Date (the “Balance Sheet”) and the unaudited combined statements of income, stockholders’ equity and cash flows of Subject Partner Companies for each of the four years ended December 31, 2011 (collectively, the “Subject Partner Company Financial Statements”). The Subject Partner Company Financial Statements are true, complete and correct in all material respects and fairly present in all material respects in accordance with GAAP: (i) the combined financial position of Subject Partner Companies as of December 31, 2009 and 2010 and as of the Balance Sheet Date, as the case may be, and (ii) the combined results of operations, stockholders’ equity and cash flows of Subject Partner Companies for the four years ended December 31, 2011.

(b) Financial Statements to be Delivered. Section 4.9(b) of Partner Company Disclosure Schedule lists the audited and unaudited combined financial statements of Subject Partner Companies to be delivered by Partner Company Stockholder to Founder for inclusion in the Registration Statement. The combined financial statements referred to in the preceding sentence, when delivered to Founder by Partner Company Stockholder, will be accompanied by an unqualified report thereon by KPMG LLP, will be true, complete and correct in all material respects, will comply with all applicable SEC rules and regulations relating to the preparation and presentation of financial statements and will fairly present: (i) the combined financial position of Subject Partner Companies as of December 31, 2010 and 2011 and as of March 31, 2012 (or such later date as may be required by the SEC), as the case may be, and (ii) the combined results of operations, stockholders’ equity and cash flows of Subject Partner Companies for the three years ended December 31, 2011 and for the three months periods ended on March 31, 2012 and on March 31, 2011 (or such longer periods as may be required by the SEC), all in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except as otherwise stated therein or in the schedules and/or notes thereto) through the periods involved.

Section 4.10 Liabilities and Obligations.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.10 of Partner Company Disclosure Schedule) as of the Balance Sheet Date of (a) all

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material liabilities of each Subject Partner Company that are not reflected on the Balance Sheet or otherwise reflected in the Subject Partner Company Financial Statements, (b) any liability of each Subject Partner Company in excess of $20,000 and (c) all material loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements. Except as set forth in Section 4.10 of Partner Company Disclosure Schedule, since the Balance Sheet Date no Subject Partner Company has incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business consistent with prior practices, and, to the knowledge of Partner Company and Partner Company Stockholder, no events, facts or circumstances have occurred that have or may be expected to lead to the assertion of a material liability or claim against any Subject Partner Company other than liabilities incurred in the ordinary course of business consistent with prior practices that are not now and may not be expected to be material.

Section 4.11 Accounts and Notes Receivable.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.11 of Partner Company Disclosure Schedule) of the material accounts and notes receivable of each Subject Partner Company, as of the Balance Sheet Date, including and identifying any receivables from and advances to employees, directors and Partner Company Stockholder. Section 4.11 of Partner Company Disclosure Schedule shall also set forth (a) an accurate list of all material receivables generated subsequent to the Balance Sheet Date and (b) an aging of all material accounts and notes receivable showing amounts due in 30 day aging categories, and such list and such aging report (the “A/R Aging Reports”) shall be current as of the Balance Sheet Date and as of a date 30 days prior to the Closing Date. Except to the extent reflected in Section 4.11 of Partner Company Disclosure Schedule, such accounts, notes and other receivables and advances are, to the best knowledge of Partner Company and Partner Company Stockholder, collectible in the amounts shown in Section 4.11 of Partner Company Disclosure Schedule, and shall be collectible in the amounts shown on the A/R Aging Reports, net of reserves reflected in the Balance Sheet and as of the date of the A/R Aging Reports, respectively.

Section 4.12 Permits and Intangibles.

Each Subject Partner Company holds all Permits necessary for it to own, lease, use and operate its properties or carry on its business as currently conducted; and Partner Company has delivered to Founder an accurate list and summary description (which is set forth in Section 4.12 of Partner Company Disclosure Schedule) of all such Permits, including titles, certificates, trademarks, trade names, patents, patent applications, copyrights and other Proprietary Assets owned or held by a Subject Partner Company (including interests in software or other technology systems, programs and intellectual property) other than (a) a list of all environmental Permits and other environmental approvals which is set forth in Section 4.13 of Partner Company Disclosure Schedule and (b) any such Permits that are not material to the conduct of such Subject Partner Company’s business. To the knowledge of Partner Company and Partner Company Stockholder, the Permits listed in Sections 4.12 and 4.13 of Partner Company Disclosure Schedule are valid, and Partner Company has not received any notice that any Government Authority intends to cancel, terminate or not renew any such Permit. Each Subject Partner Company has conducted

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and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Permits listed on in Sections 4.12 and 4.13 of Partner Company Disclosure Schedule in all material respects and is not in material violation of any of the foregoing. Except as specifically provided in Section 4.12 of Partner Company Disclosure Schedule, the Transaction will not result in a default under or a breach or violation of any such Permit or adversely affect the rights and benefits afforded to any Subject Partner Company.

Section 4.13 Environmental Matters.

Except as set forth in Section 4.13 of Partner Company Disclosure Schedule:

(a) the operations of the Subject Partner Companies comply and since January 1, 2006 have complied in each case in all material respects with Environmental Law;

(b) each Subject Partner Company holds all material environmental, health and safety Permits necessary for its operations as currently conducted, all such Permits are valid and in full force and effect, and each Subject Partner Company is in material compliance with the terms and conditions of such Permits;

(c) neither any Subject Partner Company nor any of its present or former property or operations, is subject to any on-going investigation by, order or information request from or agreement with any person respecting any claim of environmental liability under any Environmental Law;

(d) no Subject Partner Company is subject to any pending or, to the knowledge of the Partner Company or Partner Company Stockholder, threatened judicial or administrative proceeding, or to any order, judgment, decree or settlement, all liabilities and obligations under which have not been fully resolved, in each case alleging or addressing a material violation of or liability under any Environmental Law;

(e) no Subject Partner Company has:

(i) reported a Release of a Hazardous Substance pursuant to Section 103(a) of CERCLA or any state equivalent;

(ii) filed a notice pursuant to Section 103(c) of CERCLA or any state equivalent; or

(iii) filed any notice under any Environmental Law reporting a material violation of any Environmental Law;

(f) no Hazardous Substances are present in, on, about or migrating to or from any property currently or formerly owned, occupied or leased by a Subject Partner Company that could be expected to give rise to any obligation of or claim against a Subject Partner Company under Environmental Law; and

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(g) no Subject Partner Company has received any written notice under Environmental Law that it is or may be liable in any material respect to any person (including any Government Authority) as a result of the Release or threatened Release of a Hazardous Substance at any location.

Section 4.14 Personal Property.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.14 of Partner Company Disclosure Schedule) of (a) all material personal property included in “depreciable plant, property and equipment” on the Balance Sheet, (b) all other personal property owned by a Subject Partner Company with a value in excess of $20,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date and (c) all material leases and agreements in respect of personal property, including, in the case of each of (a), (b) and (c), (x) true, complete and correct copies of all such leases or agreements and (y) an indication as to which assets were formerly owned, by Partner Company Stockholder, relatives of Partner Company Stockholder, or business or personal affiliates of a Subject Partner Company or Partner Company Stockholder. Except as set forth in Section 4.14 of Partner Company Disclosure Schedule, (a) all material personal property used by a Subject Partner Company in its business is either owned by a Subject Partner Company or leased by a Subject Partner Company pursuant to a lease included in Section 4.14 of Partner Company Disclosure Schedule and (b) all of the personal property listed in Section 4.14 of Partner Company Disclosure Schedule is in good working order and condition, ordinary wear and tear excepted and is adequate for the operation of the business of the Subject Partner Companies.

Section 4.15 Significant Customers.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.15 of Partner Company Disclosure Schedule) of all significant customers, or persons or related groups of persons that are sources of a significant number of customers, it being understood and agreed that a “significant customer,” for purposes of this Section 4.15, means a customer (or persons or related groups of persons) representing 5% or more of the Subject Partner Companies’ combined revenues during the twelve calendar months next preceding the Balance Sheet Date. Except to the extent set forth in Section 4.15 of Partner Company Disclosure Schedule, none of the Subject Partner Companies’ significant customers (or persons or related groups of persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of Partner Company or Partner Company Stockholder, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by a Subject Partner Company.

Section 4.16 Real Property.

Section 4.16 of Partner Company Disclosure Schedule includes a list of all real property owned or leased by a Subject Partner Company as of the Balance Sheet Date, and all other real property, if any, used by a Subject Partner Company in, and material to, the conduct of its business. Each Subject Partner Company has good and insurable title to the real property owned by it, including those reflected in Section 4.16 of Partner Company Disclosure Schedule, subject to no Encumbrance except for Permitted Exceptions.

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Section 4.16 of Partner Company Disclosure Schedule contains, without limitation, (i) true, complete and correct copies of all title reports and title insurance policies currently in possession of Partner Company Stockholder or any Subject Partner Company with respect to real property owned by any Subject Partner Company, (ii) true, complete and correct copies of all leases and agreements in respect of such real property leased by any Subject Partner Company, and (iii) an indication as to which such properties, if any, are currently owned, or were formerly owned, by Partner Company Stockholder, relatives of Partner Company Stockholder or business or personal affiliates of a Subject Partner Company or Partner Company Stockholder.

Section 4.17 Subject Partner Company Contracts.

Section 4.17 of Partner Company Disclosure Schedule sets forth as of the date of this Agreement a list of the following agreements, whether oral or written (together with the leases and agreements listed in Sections 4.14 and 4.16 of Partner Company Disclosure Schedule, being the “Subject Partner Company Contracts”):

(a) each material agreement between a Subject Partner Company and any customer or other source of revenue that is currently in effect;

(b) each material agreement to which a Subject Partner Company is a party concerning a partnership, joint venture, limited liability company or other similar business venture with any person;

(c) each material agreement limiting the right of a Subject Partner Company to engage in, or compete with any person in, any business or geographical area;

(d) each material agreement or other arrangement of or involving a Subject Partner Company with respect to indebtedness for money borrowed, including letters of credit, guaranties, swaps and similar agreements and other matters described in clauses (a) through (g) of the definition of Indebtedness;

(e) each material agreement for the purchase or other acquisition or the sale or disposition of any of the assets or properties of a Subject Partner Company, in each case requiring payment by a Subject Partner Company, or the payment by the other party to a Subject Partner Company, in excess of $20,000, or the grant to any person of any preferential right to purchase any of such assets or properties;

(f) each material management, consulting, bonus, profit sharing, employment, severance or similar agreement to which a Subject Partner Company is a party;

(g) each material agreement under which a Subject Partner Company agrees to share the Tax liability of any party or to indemnify any party involving aggregate consideration or potential indemnification liability of more than $20,000 or contracts and other agreements under which a Subject Partner Company agrees to indemnify any director, officer or employee; and

(h) each agreement not otherwise listed in response to subsections (a) through (g) above that is material to a Subject Partner Company.

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Each of the Subject Partner Company Contracts is in full force and effect and is a legal, valid and binding contract or agreement upon the applicable Subject Partner Company and, to the knowledge of Partner Company and Partner Company Stockholder, upon each other party thereto, and there is not and has not been any default or breach (or any event known to Partner Company or Partner Company Stockholder which, with the giving of notice or lapse of time or both would be a default or breach) by a Subject Partner Company or, to the knowledge of Partner Company or Partner Company Stockholder, any other party, in the timely performance of any obligation to be performed or paid or any other material provision under any such contracts or agreements. There is not pending, nor to the knowledge of Partner Company or Partner Company Stockholder, threatened, any cancellation or termination of any of the Subject Partner Company Contracts. Except for such consents or approvals that are listed in Section 4.17 of Partner Company Disclosure Schedule, no approval or consent of any person that has not already been obtained is needed in order that the Subject Partner Company Contracts continue in full force and effect following the consummation of the Transaction, except where the failure to obtain such consent could not reasonably be expected to result in a Partner Company Material Adverse Effect. Except as may be set forth in Section 4.17 of Partner Company Disclosure Schedule, no such contract includes any provision the effect of which may be to terminate such contract or enlarge or accelerate any obligations of the Subject Partner Company or to give additional rights to any other party thereunder as a result of consummation of the Transaction. No Subject Partner Company has any material agreement currently in effect with any customer or other source of revenue in which any portion of the fees or revenues payable to the Subject Partner Company at any time in the future that are “at-risk” or subject to repayment, offset, recoupment, return, adjustment in any matter or any other type of customer refund, including for failing to meet or exceed any financial or other performance targets or standards. Except as set forth in Section 4.17 of Partner Company Disclosure Schedule, none of the Subject Partner Company Contracts prohibits the use or publication by a Subject Partner Company or Founder of the name of any other party to any Subject Partner Company Contract, and none of the Subject Partner Company Contracts prohibits or restricts a Subject Partner Company from freely providing services to any other customer or potential customer of a Subject Partner Company, Founder or any Other Combining Partner Company. Partner Company has delivered to Founder true, correct and complete copies of all Subject Partner Company Contracts, together with copies of all modifications and supplements thereto.

Section 4.18 Subject Partner Company Proprietary Assets.

(a) Identification of Proprietary Assets. Section 4.18(a) of Partner Company Disclosure Schedule sets forth (i) each Subject Partner Company Proprietary Asset; and (ii) a statement identifying each agreement pursuant to which a Subject Partner Company Proprietary Asset is licensed to a Subject Partner Company by any person (except for any Subject Partner Company Proprietary Asset that is licensed to a Subject Partner Company under any third party software license generally available to the public at a cost of less than $20,000 on an enterprise-wide basis). A Subject Partner Company has good and valid title to all of the Subject Partner Company Proprietary Assets, free and clear of all Encumbrances other than Permitted Exceptions. To the knowledge of Partner Company and Partner Company Stockholder, Partner Company Stockholder has no right, title or interest in or to any of the Subject Partner Company Proprietary Assets. Except as set forth in Section 4.18(a) of Partner Company Disclosure

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Schedule or pursuant to any agreement set forth thereon, no Subject Partner Company is obligated to make any payment to any person for the use of any Subject Partner Company Proprietary Asset. Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect. No Subject Partner Company has developed jointly with any other person any Subject Partner Company Proprietary Assets with respect to which such other person has any rights. All of the registered trademarks and registered copyrights owned by a Subject Partner Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office or Register of Copyrights and have been properly maintained and renewed, consistent with commercially reasonable business practices. All filing, amendment, issue and maintenance or other fees due and owing the United States Patent and Trademark Office and the United States Copyright Office and any fees or payments due and owing to any Government Authority in connection with the Subject Partner Company Proprietary Assets, have been paid in full, and no such fees will become due within ninety days of the date of execution of this Agreement.

(b) Maintenance of Confidentiality and Secrecy. Each Subject Partner Company has taken commercially reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all its Subject Partner Company Proprietary Assets (except Subject Partner Company Proprietary Assets whose value would be unimpaired by public disclosure, or where such public disclosure is required by law) and otherwise maintain and protect the value of all its Subject Partner Company Proprietary Assets.

(c) No Infringements or Conflicts. Except as noted in Section 4.18(c) of Partner Company Disclosure Schedule, to the best knowledge of Partner Company and Partner Company Stockholder: (i) none of the Subject Partner Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other person, and no Subject Partner Company has at any time infringed, misappropriated or made any unlawful use of, or received any notice of possible or potential infringement, misappropriation or unlawful use of, any patent, trademark or other Proprietary Asset owned or used by any other person in any material respect; and (ii) to the knowledge of Partner Company and Partner Company Stockholder, no other person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other person infringes with, any Subject Partner Company Proprietary Asset.

(d) [Intentionally Omitted].

(e) Adequacy. Subject Partner Company Proprietary Assets constitute all the Proprietary Assets necessary to enable each Subject Partner Company to conduct its business in the manner in which such business has been and is being conducted. No Subject Partner Company has licensed any of the Subject Partner Company Proprietary Assets to any person other than in the ordinary course of business (including licenses under customer contracts) as disclosed in Section 4.18(e) of Partner Company Disclosure Schedule. No Subject Partner Company has entered into any covenant not to compete, escrow or other agreement limiting its ability to exploit fully any of the Subject Partner Company Proprietary Assets or to transact business in any market or geographic area or with any person.

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Section 4.19 Certain Business Practices and Regulations.

Neither any Subject Partner Company, nor Partner Company Stockholder on behalf of any Subject Partner Company, nor any Subject Partner Company’s officers, directors, employees or agents, to the knowledge of Partner Company or Partner Company Stockholder, has (a) made or agreed to make any contribution, payment or gift to any customer, supplier, landlord, political candidate, governmental official, employee or agent where either the contribution, payment or gift or the purpose thereof was illegal under any law or regulation, (b) established or maintained any unrecorded fund or asset for any purpose or made any false entries on its books and records for any reason, or (c) made or agreed to make any contribution, or reimbursed any political gift or contribution made by any other person, to any candidate for federal, state, local or foreign public office in violation of any law or regulation.

Section 4.20 Insurance.

Partner Company has delivered to Founder as set forth on and attached to Section 4.20 of Partner Company Disclosure Schedule, (a) an accurate list as of the Balance Sheet Date of all insurance policies carried by each Subject Partner Company, (b) an accurate list of all insurance loss runs or workers compensation claims received for the past three policy years and (c) true, complete and correct copies of all insurance policies currently in effect. Such insurance policies evidence all of the insurance that any Subject Partner Company is required to carry pursuant to any of its contracts and other agreements and pursuant to all applicable laws. All of such insurance policies are currently in full force and effect and shall remain in full force and effect through the Closing Date. No Subject Partner Company has ever been subject to liability as a self-insurer. To the knowledge of Partner Company and Partner Company Stockholder, within the immediately preceding five years, no Subject Partner Company has been denied insurance, nor has any prospective or actual carrier or underwriting board recommended or required material expenditures by a Subject Partner Company in order to obtain insurance. To the knowledge of Partner Company and Partner Company Stockholder, no insurance companies providing insurance under such policies is insolvent. No notices of cancellation or indication of an intention not to renew any material insurance policy has been received by a Subject Partner Company. Section 4.20 of Partner Company Disclosure Schedule sets forth a true and complete description of (y) all current and open or known claims relating to each Subject Partner Company made under its insurance policies and (z) all written claims made against each Subject Partner Company with respect to its Business during the past three years or known events which are reasonably likely to give rise to a claim against each Subject Partner Company, whether or not covered by insurance.

Section 4.21 Compensation; Organized Labor Matters.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.21 of Partner Company Disclosure Schedule) showing all officers, directors and key employees of each Subject Partner Company and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such

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persons as of (a) the Balance Sheet Date and (b) the date of this Agreement. Since the Balance Sheet Date, there have been no increases in the compensation payable or any special payments or bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices.

Except as set forth in Section 4.21 of Partner Company Disclosure Schedule, (i) no Subject Partner Company is bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union, (ii) no employees of a Subject Partner Company are represented by any labor union or covered by any collective bargaining agreement, (iii) no campaign to establish such representation is in progress and (iv) there is no pending or, to the knowledge of the Partner Company and Partner Company Stockholder, threatened labor dispute involving any Subject Partner Company or any group of its employees nor has any Subject Partner Company experienced any labor interruption over the past three years. Partner Company believes the relationship between each other Subject Partner Company and its employees is good.

Section 4.22 Employee Plans.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.22 of Partner Company Disclosure Schedule) showing all employee benefit plans and agreements of each Subject Partner Company, including all employment agreements and other agreements or arrangements containing “golden parachute” or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Balance Sheet Date. Except for the employee benefit plans, if any, described in Section 4.22 of Partner Company Disclosure Schedule, no Subject Partner Company sponsors, maintains or contributes to any plan program, fund or arrangement that constitutes an “employee pension benefit plan,” and no Subject Partner Company has any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any “excess benefit plan” (within the meaning of Section 3(36) of ERISA) or any non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term “employee pension benefit plan” shall have the same meaning as is given that term in Section 3(2) of ERISA. No Subject Partner Company has sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth in Section 4.22 of Partner Company Disclosure Schedule, nor is any Subject Partner Company required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions or employment of any employees of a Subject Partner Company.

All employee benefit plans listed in Section 4.22 of Partner Company Disclosure Schedule and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations.

All accrued contribution obligations of a Subject Partner Company with respect to any plan listed in Section 4.22 of Partner Company Disclosure Schedule have either been fulfilled in their entirety or are fully reflected on the combined balance sheet of the Subject Partner Companies as of the Balance Sheet Date.

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Section 4.23 Compliance with ERISA.

All employee benefit plans listed in Section 4.22 of Partner Company Disclosure Schedule that are intended to qualify (the “Qualified Plans”) under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Section 4.22 of Partner Company Disclosure Schedule. Except as disclosed in Section 4.22 of Partner Company Disclosure Schedule, all reports and other documents required to be filed with any Government Authority or distributed to plan participants or beneficiaries (including actuarial reports, audits or Tax Returns) have been timely filed or distributed, and copies thereof are included as part of Section 4.22 of Partner Company Disclosure Schedule. To the knowledge of Partner Company and Partner Company Stockholder, neither Partner Company Stockholder, nor any such plan listed in Section 4.22 of Partner Company Disclosure Schedule, nor any Subject Partner Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No employee benefit plan listed in Section 4.22 of Partner Company Disclosure Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA. Furthermore:

(a) there have been no terminations, partial terminations or discontinuance of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service;

(b) no plan listed in Section 4.22 of Partner Company Disclosure Schedule that is subject to the provisions of Title IV of ERISA has been terminated;

(c) there have been no “reportable events” (as that phrase is defined in Section 4043 of ERISA) with respect to employee benefit plans listed in Section 4.22 of Partner Company Disclosure Schedule;

(d) no Subject Partner Company has incurred liability under Section 4062 of ERISA; and

(e) no circumstances exist pursuant to which a Subject Partner Company could reasonably be expected to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise Tax or penalty, or being subject to any statutory Encumbrance to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any person other than a Subject Partner Company that is, or at any time was, a member of a “controlled group” (as defined in Section 412(n)(6)(B) of the Code) that includes a Subject Partner Company.

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Section 4.24 Conformity with Law; Litigation.

Except to the extent set forth in Section 4.24 of Partner Company Disclosure Schedule, no Subject Partner Company is in violation of any law or regulation or any order of any Government Authority having jurisdiction over it, and except to the extent set forth in Section 4.24 of Partner Company Disclosure Schedule, there are no material claims, actions, suits or proceedings, commenced or, to the knowledge of Partner Company and Partner Company Stockholder, threatened, against or affecting any Subject Partner Company, at law or in equity, or before or by any Government Authority having jurisdiction over a Subject Partner Company, and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Subject Partner Company or Partner Company Stockholder. Each Subject Partner Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state, local and foreign statutes, ordinances, Permits, variances, rules and regulations, including all such Permits set forth in Section 4.12 of Partner Company Disclosure Schedule, and is not in material violation of or default under any of the foregoing.

Section 4.25 Taxes.

Except as set forth in Section 4.25 of the Partner Company Disclosure Schedule:

(a) Each Subject Partner Company (i) has timely filed or will timely file with the appropriate Governmental Authorities all material Tax Returns required to be filed by it on or before the Effective Time (taking into account any extension of time granted to file such Tax Returns), and all such Tax Returns were prepared in compliance with applicable laws and are true, accurate and complete in all material respects; and (ii) has paid or will pay all Taxes of a material amount for which it is (or could be) liable in respect of any Pre-Closing Tax Period, other than (i) any Taxes not yet due and payable and reflected in the reserve for Tax liability in the Balance Sheet as adjusted through the Effective Time in accordance with GAAP, and (ii) any Taxes included in Adjusted Working Capital or otherwise taken into account in determining the Purchase Price, including, for the avoidance of doubt, the Working Capital Adjustment. Each Subject Partner Company has made all required estimated Tax payments sufficient to avoid any underpayment penalties.

(b) No Subject Partner Company, nor any person on its behalf, has (i) agreed to or, except as may be required as a consequence of this Transaction, is required to make any adjustment pursuant to Section 481(a) of the Code or any similar provision of applicable law or has any application pending with any Governmental Authority requesting permission for any changes in accounting methods that relate to a Subject Partner Company or (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provisions of applicable law with respect to a Subject Partner Company; (iii) entered into any outstanding agreements extending or waiving the statutory period of limitation applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from any Subject Partner Company or for which any Subject Partner Company may be held liable for any Post-Closing Tax Period, or (iv) granted to any person a power of attorney that is currently in force with respect to any Tax matter.

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(c) All deficiencies asserted or assessments made as a result of any examination by a Governmental Authority of the Tax Returns of, or including, a Subject Partner Company, have been fully paid, and there are no other actions, suits, proceedings, investigations, audits, claims or assessments by any Governmental Authority in progress, and to the knowledge of Partner Company and Partner Company Stockholder, there are no such actions proposed or threatened, with respect to Taxes of a material amount for any Subject Partner Company, or for which any Subject Partner Company (or any predecessor thereof) may be held liable, and, to the knowledge of Partner Company and Partner Company Stockholder, no basis exists therefor.

(d) Founder has received, or has been provided access to, copies of (i) all federal, state, local and foreign income or franchise Tax Returns of each Subject Partner Company relating to the Taxable periods since December 31, 2008, and (ii) any audit report issued in writing within the last three (3) years relating to any Taxes due from or with respect to the Subject Partner Companies.

(e) Since December 31, 2008, no Subject Partner Company has received written notice from any Government Authority in a jurisdiction in which such entity does not file a Tax Return stating that such entity is or may be subject to Taxation by that jurisdiction.

(f) All Taxes which any Subject Partner Company has been required to collect or withhold have been duly collected and withheld, and either paid to the proper Governmental Authority, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books of each Subject Partner Company.

(g) None of the assets or properties held by any Subject Partner Company (i) is subject to any lien arising in connection with any failure or alleged failure to pay any Tax, (ii) secures any indebtedness the interest on which is Tax-exempt under Section 103(a) of the Code, (iii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iv) is “tax exempt bond financing property” within the meaning of Section 168(g)(5) of the Code, or (v) will be treated as owned by any other person pursuant to the provisions of Section 168(f)(8) of the Code. The Transaction is not subject to Tax withholding pursuant to the provisions of Section 3406 or Subchapter A of Chapter 3 of the Code or any other provision of applicable law. No Subject Partner Company is a foreign person within the meaning of Section 1445(f) of the Code.

(h) A valid and timely election under Section 1362 of the Code to treat Partner Company as an “S Corporation” within the meaning of Section 1361 of the Code was made effective as of January 1, 2002, and Partner Company has, at all time thereafter, been a valid S corporation within the meaning of Section 1361 of the Code. Partner Company has been a validly electing “S” corporation under each provision of state law analogous to Sections 1361 and 1362 of the Code in each of the jurisdictions

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listed in Section 4.25(h) of the Partner Company Disclosure Schedule where the Partner Company is required to file a Tax Return at all times since January 1, 2002. Partner Company has made a valid and timely election for each of the QSSS Entities, if any, to be treated as a qualified subchapter S subsidiary pursuant to Section 1361(b)(3)(B) of the Code, effective in each case as the date reflected in Section 4.25(h) of the Partner Company Disclosure Schedule, and such elections continue to be effective. No Subject Partner Company has taken any action which would terminate the qualified subchapter S subsidiary election, if any, of any of the other Subject Partner Companies.

(i) No Subject Partner Company has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions’” (within the meaning of Section 355(c) of the Code in conjunction with the transactions contemplated by this Agreement.

(j) No Subject Partner Company is a party bound by any Tax indemnification, Tax sharing or Tax allocation agreement.

(k) No Subject Partner Company has ever been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax period other than a group of which the Subject Partner Company is or was the common parent. No Subject Partner Company owns any equity interests in any other person.

(l) Except as set forth on Section 4.25(l) of the Partner Company Disclosure Schedule and which shall be addressed pursuant to Article IX, there is no taxable income of a Subject Partner Company that will be required under applicable law to be reported by Founder or its affiliates, including a Subject Partner Company, for a taxable period beginning after the Closing Date which taxable income was realized (and reflects economic income) arising prior to the Closing Date.

(m) Neither any Subject Partner Company nor Partner Company Stockholder has any plan to intention to take any action subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.

Section 4.26 No Violations Under Charter Documents and Bylaws.

No Subject Partner Company is in violation of its Charter Documents or Bylaws.

Section 4.27 Government Contracts.

Section 4.27 of Partner Company Disclosure Schedule sets forth a list of each Government Contract. Except as set forth in Section 4.27 of Partner Company Disclosure Schedule, no Subject Partner Company and, to the knowledge of Partner Company and Partner Company Stockholder, no officer, director, employee, member, other equity holder or agent of a

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Subject Partner Company has committed any violation of law or regulation which would reasonably be expected to make any such person subject to suspension, debarment or ineligibility to perform any Government Contract or, to the knowledge of Partner Company and Partner Company Stockholder, is under investigation for any such matter.

Section 4.28 Computer Hardware and Software.

Section 4.28 of Partner Company Disclosure Schedule sets forth a list of all computer equipment, computer programs and documentation, and computer services which are owned or licensed by a Subject Partner Company and are material to the continued operation of the business of the Subject Partner Companies in a manner consistent with current operations.

Section 4.29 Absence of Changes.

Since the Balance Sheet Date, except as set forth in Section 4.29 of Partner Company Disclosure Schedule or as otherwise expressly contemplated by this Agreement, there has not been:

(a) to the best knowledge of Partner Company and Partner Company Stockholder, any material adverse change in the financial condition, assets, liabilities (contingent or otherwise), income or business of any Subject Partner Company;

(b) to the best knowledge of Partner Company and Partner Company Stockholder, any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of any Subject Partner Company;

(c) any change in the authorized capital of or equity interests in a Subject Partner Company or its outstanding securities or any change in its ownership interests or any grant of any options, warrants, calls, conversion or exchange rights or commitments;

(d) any declaration or payment of any dividend or distribution in respect of the capital stock or equity interest or any direct or indirect redemption, purchase or other acquisition of any of the capital stock or equity interest of a Subject Partner Company; it being understood that Partner Company intends, in its sole discretion, to make distributions to Partner Company Stockholder (i) consistent with past practice, and (ii) otherwise, to the extent that Adjusted Working Capital is not reduced below Target Adjusted Working Capital.

(e) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by a Subject Partner Company to any of its officers, directors, employees, consultants or agents or to Partner Company Stockholder, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice;

(f) to the best knowledge of Partner Company and Partner Company Stockholder, any work interruptions, labor grievances or claims filed, or any event or condition of any character, materially adversely affecting the business of a Subject Partner Company;

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(g) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of a Subject Partner Company to any person, including Partner Company Stockholder and his/her affiliates;

(h) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to a Subject Partner Company, including any indebtedness or obligation of Partner Company Stockholder or any affiliate thereof;

(i) any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the assets, property or rights of a Subject Partner Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights;

(j) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, right or asset outside of the ordinary course of a Subject Partner Company’s business;

(k) any waiver of any material rights or claims of a Subject Partner Company;

(l) to the best knowledge of Partner Company and Partner Company Stockholder, any material breach, amendment or termination of any contract, agreement, license, permit or other right to which a Subject Partner Company is a party;

(m) any transaction by a Subject Partner Company outside the ordinary course of its business;

(n) any cancellation or termination by a Subject Partner Company of a material contract with a customer or client prior to the scheduled termination date; or

(o) any other distribution of property or assets by a Subject Partner Company.

Section 4.30 Deposit Accounts; Powers of Attorney.

Partner Company has delivered to Founder an accurate list (which is set forth in Section 4.30 of Partner Company Disclosure Schedule) setting forth:

(a) the name of each financial institution in which a Subject Partner Company has accounts or safe deposit boxes;

(b) the names in which the accounts or boxes are held;

(c) the type of account and account number; and

(d) the name of each person authorized to draw thereon or have access thereto.

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Section 4.30 of Partner Company Disclosure Schedule also sets forth the name of each person holding a general or special power of attorney from a Subject Partner Company and a description of the terms of such power.

Section 4.31 Disclosure.

This Agreement, including Partner Company Disclosure Schedule, presents fairly the business and operations of the Subject Partner Companies for the time periods with respect to which such information was requested. The rights of each Subject Partner Company under the documents delivered pursuant hereto would not be materially adversely affected by, and no statement made herein would be rendered untrue in any material respect by, any other document to which a Subject Partner Company is a party, or to which its properties are subject, or by any other fact or circumstance regarding a Subject Partner Company (which fact or circumstance was, or should reasonably, after due inquiry, have been known to Partner Company or Partner Company Stockholder) that is not disclosed pursuant hereto.

Section 4.32 No Undisclosed Liabilities.

Except as set forth in Section 4.32 of Partner Company Disclosure Schedule, no Subject Partner Company is subject to any material liability (including known unasserted claims), whether absolute, contingent, accrued or otherwise, which is not shown or which is in excess of amounts shown or reserved for in the Balance Sheet, other than liabilities of the same nature as those set forth in the Balance Sheet and the notes thereto and incurred in the ordinary course of business consistent with past practice after the Balance Sheet Date.

Section 4.33 Affiliated Entities.

Except as set forth in Section 4.33 of Partner Company Disclosure Schedule, there is no Affiliated Entity. For the avoidance of any impropriety, Partner Company Stockholder hereby agrees to liquidate its interest in any Affiliated Entity on or prior to the Closing Date.

(IV)(B) Representations, Warranties, Covenants and Agreements of Partner Company Stockholder.

Partner Company Stockholder, recognizing that Founder is relying upon the contents of this Article IV(B) (as modified by the contents of the Partner Company Disclosure Schedule) as a material inducement to its execution, delivery and performance of this Agreement, hereby represents, warrants, covenants and agrees with Founder as follows:

Section 4.34 Authority; Noncontravention.

Partner Company Stockholder has the full legal right, power and authority to enter into this Agreement. This Agreement has been executed and delivered by Partner Company Stockholder and constitutes a legal, valid and binding obligation of Partner Company Stockholder enforceable in accordance with its terms, subject to Bankruptcy Exceptions. The execution and delivery of this Agreement by Partner Company Stockholder, the performance of his/her obligations hereunder, and the consummation of the transactions contemplated hereby do not: (a) violate or, alone or with notice or the passage of time, result in the breach or the

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termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration under or pursue other remedies under, the terms of any material lease, contract, credit agreement or other instrument, to which Partner Company Stockholder, is a party; (b) result in the imposition of any Encumbrance on any material asset of Partner Company Stockholder; or (c) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Partner Company Stockholder is subject. There is no requirement applicable to Partner Company Stockholder to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with its execution and delivery of this Agreement and the performance of his/her obligations hereunder and the consummation of the transactions contemplated hereby.

Section 4.35 Preemptive Rights.

Partner Company Stockholder confirms that he/she does not have, or hereby waives, any preemptive right, right of first refusal or other right to acquire shares of Partner Company Common Stock or Founder Stock or equity interests in any other Subject Partner Company that Partner Company Stockholder has or may have had other than rights of Partner Company Stockholder to acquire Founder Stock pursuant to this Agreement.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF FOUNDER

Founder, recognizing that Partner Company and Partner Company Stockholder are relying on the contents of this Article V (as modified by the contents of the Founder Disclosure Schedule) as a material inducement to their execution, delivery and performance of this Agreement, hereby represents, warrants, covenants and agrees with Partner Company and Partner Company Stockholder as follows:

Section 5.1 Due Organization.

Founder is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and is duly authorized and qualified to do business and in good standing to carry on its respective business in the places and in the manner as now conducted, except where the failure to be so authorized or qualified would not have a Founder Material Adverse Effect. True, complete and correct copies of the Charter Documents and Bylaws, each as amended, of Founder (the “Founder Organizational Documents”) are attached to Section 5.1 of Founder Disclosure Schedule.

Section 5.2 Authorization and Approval; Noncontravention.

Founder has the corporate power and authority to execute and deliver this Agreement, and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by Founder of this Agreement and the performance by it of all the terms and conditions hereof to be performed by it (including the other agreements, instruments and documents to be executed and delivered by it hereunder) have been duly authorized and approved by its Board of Directors. No approval of the shareholders of Founder is required in connection with this Agreement. This Agreement has been duly executed and delivered by

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Founder and constitutes the legal, valid and binding obligation of Founder, enforceable against Founder in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Founder under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by Founder, will constitute a legal, valid and binding obligation of Founder, enforceable against Founder in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions.

Except as set forth in Section 5.2 of Founder Disclosure Schedule, the execution and delivery of this Agreement by Founder, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby do not: (a) conflict with or violate the Charter Documents and Bylaws of Founder; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration or exercise remedies under, the terms of any material lease, contract, credit agreement or other instrument to which Founder, is a party; (c) result in the imposition of any Encumbrance on any material asset of Founder; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Founder is subject. Except as otherwise noted in Section 5.2 of Founder Disclosure Schedule, there is no requirement applicable to Founder to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with Founder’s execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

Section 5.3 Capital Stock.

The authorized capital stock of Founder is set forth in Section 5.3 of Founder Disclosure Schedule. All of the issued and outstanding shares of the capital stock of Founder (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) are owned of record and beneficially by the persons set forth in Section 5.3 of Founder Company Disclosure Schedule, and (d) were offered, issued, sold and delivered by Founder in compliance with all applicable state and federal laws concerning the offer, issuance, sale and delivery of securities. Further, none of such shares was issued in violation of the preemptive or similar rights of any past or present stockholder of Founder.

Section 5.4 Transactions in Capital Stock, Organization Accounting.

Except as set forth in Section 5.4 of Founder Disclosure Schedule, (a) no option, warrant, call, conversion or exchange right or commitment of any kind exists which obligates Founder to issue any of its authorized but unissued or treasury capital stock and (b) Founder has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. Section 5.4 of Founder Disclosure Schedule also includes complete and accurate copies of all stock option or stock purchase plans, including a list, accurate as of the date hereof, of all outstanding options, warrants or other rights to acquire shares of capital stock of Founder.

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Section 5.5 Subsidiaries.

Founder has no Subsidiaries except for each of the companies identified in Section 5.5 of Founder Disclosure Schedule. Except as set forth in the preceding sentence, Founder does not presently own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into or exchangeable for capital stock or any other equity or partnership interest in any person.

Section 5.6 Financial Statements.

Attached to Section 5.6 of Founder Disclosure Schedule is a copy of the unaudited balance sheet of Founder as of November 30, 2011 (the “Founder Balance Sheet”). Founder has conducted no operations since its inception on November 18, 2011 other than negotiating and entering into combination agreements with Combining Partner Companies and the Initial Founder Merger Agreement. Except as set forth in Section 5.6 of Founder Disclosure Schedule, the Founder Balance Sheet presents fairly the financial position of Founder as of such date.

Section 5.7 Liabilities and Obligations.

Except as set forth in Section 5.7 of Founder Disclosure Schedule, Founder has no material liabilities, contingent or otherwise, or operations, in each case, except as set forth in or contemplated by this Agreement and except for fees incurred in connection with the transactions contemplated hereby.

Section 5.8 Conformity with Law; Litigation.

Except to the extent set forth in Section 5.8 of Founder Disclosure Schedule, Founder is not in violation of any law or regulation or any order of any Government Authority having jurisdiction over it which would have a Founder Material Adverse Effect; and except to the extent set forth in Section 5.8 of Founder Disclosure Schedule, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of Founder, threatened, against or affecting Founder, at law or in equity, or before or by any Government Authority having jurisdiction over it; and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received. Founder has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state, local and foreign statutes, ordinances, Permits, rules and regulations and is not in violation of any of the foregoing which might have a Founder Material Adverse Effect.

Section 5.9 No Violations.

Founder is not in violation of any Founder Organizational Document. Neither Founder nor, to the knowledge of Founder, any other party thereto, is in default under any lease, instrument, agreement, license, or Permit to which Founder is a party, or by which Founder or any of its properties, is bound (collectively, the “Founder Documents”); and (a) the rights and benefits of Founder under Founder Documents will not be adversely affected by the transactions contemplated hereby and (b) Founder’s execution of this Agreement and its performance of its obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or

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provisions of Founder Documents or Founder Organizational Documents. Except as set forth in Section 5.9 of Founder Disclosure Schedule, none of Founder Documents requires notice to, or the consent or approval of, any Government Authority or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.

Section 5.10 Founder Stock.

Each share of Founder Stock deliverable to Partner Company Stockholder pursuant to Partner Company Stockholder’s exercise of his rights under Section 2.7, if so exercised, have been duly authorized, and, upon receipt by Founder of the IPO Price, will be validly issued, fully paid and nonassessable.

Section 5.11 Business; Real Property; Material Agreement.

Founder was formed on November 18, 2011. Founder has not conducted any material business since the date of its inception, except raising capital and in connection with this Agreement and similar agreements with other companies involved in various aspects of the Business. Except as disclosed in Section 5.11 of Founder Disclosure Schedule, Founder does not own and has not at any time owned any real property or any material personal property or is not a party to any other material agreement.

Section 5.12 Taxes.

Founder has timely filed all requisite federal, state and other Tax Returns or extension requests for all Taxable periods ended on or before the Closing Date; and except as set forth in Section 5.12 of Founder Disclosure Schedule, there are no examinations in progress or claims against it for federal, state and other Taxes for any Taxable period or portion thereof prior to the Closing Date, and no notice of any claim for Taxes, whether pending or threatened, has been received. All Taxes (whether or not shown on any Tax Return) owed by Founder have been paid or appropriately accrued on the Founder Balance Sheet. Founder is not an “investment company” as defined in Section 351(e)(1) of the Code.

Section 5.13 Partner Company Stock.

Founder is acquiring the Partner Company Stock for its own account for investment and not with a view to the distribution thereof in violation of the provisions of applicable federal and state securities law.

Section 5.14 Combining Partner Companies.

Section 5.14 of Founder Disclosure Schedule sets forth a true and complete list of all Combining Partner Companies that have been identified as of the date of this Agreement. Once Section 5.14 of Founder Disclosure Schedule is delivered and accepted by Partner Company Stockholder as provided in Section 6.7(a), such schedule may not be amended after the earlier of the date the Registration Statement is filed and May 15, 2012 without the consent of Partner Company Stockholder.

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ARTICLE VI.

OTHER COVENANTS PRIOR TO CLOSING

Section 6.1 Access and Cooperation; Due Diligence; Audits.

(a) Between the date of this Agreement and the Closing Date, during normal business hours and upon reasonable notice, Partner Company will afford to the officers and authorized representatives of Founder access to all of the Subject Partners Companies’ sites, properties, directors, officers, books and records and will furnish Founder with such additional financial and operating data and other information as to the business and properties of the Subject Partner Companies as Founder may from time to time reasonably request, including the combined financial statements referred to in Section 4.9(b); provided that no investigation pursuant to this Section 6.1(a) or otherwise shall limit the effect of the representations and warranties of Partner Company and Partner Company Stockholder made in or contemplated by this Agreement. Partner Company and Partner Company Stockholder will cooperate with Founder, its representatives, auditors and counsel in the preparation of the Registration Statement and any other documents and materials that may be required by this Agreement. Founder will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Article VIII.

(b) Between the date of this Agreement and the Closing, during normal business hours and upon reasonable notice, Founder will afford to Partner Company Stockholder and the officers and authorized representatives of Partner Company access to all of Founder’s sites, properties, directors, officers, books and records and will furnish such persons with such additional financial and operating data and other information as to the business and properties of Founder as such persons may from time to time reasonably request; provided that no investigation pursuant to this Section 6.1(b) or otherwise shall limit the effect of the representations and warranties of Founder made in or contemplated by this Agreement. Founder will cooperate with Partner Company, its representatives, auditors and counsel in the preparation of all documents and other materials that may be required by this Agreement. Partner Company Stockholder and Partner Company will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Article XIII.

(c) Partner Company agrees to permit KPMG LLP to audit and render a report on the combined financial statements of Partner Company and all other Subject Partner Companies referred to in Section 4.9(b) and its internal controls, for inclusion in the Registration Statement to the extent required. The fees and expenses of such firm shall be paid by Founder. Partner Company shall be furnished with a copy of such audit report, and any amendments or changes thereto within three business days of delivery to Founder or affiliate of Founder.

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Section 6.2 Conduct of Business Pending Closing.

Unless otherwise approved in writing by Founder, between the date of this Agreement and the Closing Date, Partner Company and Partner Company Stockholder will cause each other Subject Partner Company to:

(a) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;

(b) use their commercially reasonable efforts to maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted;

(c) perform in all material respects all of its obligations under agreements relating to or affecting its business, assets, properties or rights, including Proprietary Assets;

(d) keep in full force and effect present insurance policies or other comparable insurance coverage;

(e) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its present key employees and maintain its relationships with suppliers, customers and others having business relations with it;

(f) maintain compliance with all material Permits, laws, rules and regulations of Government Authorities in all material respects; and

(g) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Section 6.3 Prohibited Activities.

Between the date of this Agreement and the Closing Date, neither Partner Company nor Partner Company Stockholder will or will permit, in each case without prior written consent of Founder, any Subject Partner Company to:

(a) make any change in its Charter Documents or Bylaws;

(b) issue or sell any securities, options, warrants, calls, conversion rights or commitments relating to Subject Partner Company securities of any kind other than upon the exercise of options or warrants listed in Section 4.4 of Partner Company Disclosure Schedule;

(c) except if it is in the normal course of business (consistent with past practice), enter into any material contract or commitment or incur or agree to incur any liability or make any capital expenditures, which involves an amount not in excess of $500,000; provided, however, that for the avoidance of doubt acquiring by purchase or lease capital equipment or real property shall be deemed not to be in the normal course of business (consistent with past practice);

(d) create, assume or permit to exist any Encumbrance upon any asset or property whether now owned or hereafter acquired, except (i) with respect to purchase money Encumbrances incurred in connection with the acquisition of equipment with an

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aggregate cost not in excess of $20,000 necessary or desirable for the conduct of its businesses in the ordinary course; (ii) (x) Encumbrances for Taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (y) materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Encumbrances arising in the ordinary course of business, or (z) Encumbrances set forth in Section 6.3(d) of Partner Company Disclosure Schedule or (iii) any Encumbrance in respect of Indebtedness included in the Partner Company Indebtedness;

(e) sell, assign, lease or otherwise transfer or dispose of any material property or equipment except in the normal course of business consistent with past practice, except as otherwise listed on Schedule 6.3(e) of Partner Company Disclosure Schedule;

(f) negotiate for the acquisition of any business or the start-up of any new business;

(g) merge or consolidate or agree to merge or consolidate with or into any other person;

(h) waive any material right or claim; provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice;

(i) commit a material breach or amend or terminate any material agreement, permit, license or other right; or

(j) enter into any other material transaction outside the ordinary course of its business or prohibited hereunder.

Between the delivery of the certificate regarding Indebtedness pursuant to Section 2.2 of this Agreement and the Closing Date, neither Partner Company nor Partner Company Stockholder will, without prior written consent of Founder, permit the aggregate Indebtedness of Subject Partner Companies to exceed the amount of such Indebtedness reflected in the certificate delivered to Founder pursuant to Section 2.2 of this Agreement.

Section 6.4 Exclusivity.

Neither Partner Company Stockholder, nor Partner Company, nor any agent, officer, director, trustee or any representative of any of the foregoing, will, during the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, directly or indirectly: (a) solicit or initiate the submission of proposals or offers from any person for, (b) participate in any discussions pertaining to, or (c) furnish any information to any person other than Founder or its authorized agents relating to any business combination transaction involving any Subject Partner Company whether by acquisition or purchase of the assets of, or any equity interest in, any Subject Partner Company or any merger, consolidation or similar transaction involving any Subject Partner Company or any sale or other disposition of Partner Company securities.

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Section 6.5 Agreements.

Partner Company Stockholder and Partner Company shall terminate (a) Partner Company Stockholder’s agreements, voting agreements, voting trusts, options, warrants and employment agreements between any Subject Partner Company and any employee and (b) any existing agreement between any Subject Partner Company and Partner Company Stockholder, on or prior to the Closing Date. Copies of all agreements that shall be terminated are listed in Section 6.5 of Partner Company Disclosure Schedule and copies thereof are attached thereto, unless such agreements are otherwise supplied pursuant to Section 4.17 of Partner Company Disclosure Schedule. The termination of such agreements does not give rise to any payments by any Subject Partner Company.

Section 6.6 Notification of Certain Matters.

(a) Notification to Founder. Partner Company Stockholder and Partner Company shall give prompt notice to Founder of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would likely cause any representation or warranty of Partner Company or Partner Company Stockholder contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of Partner Company Stockholder or Partner Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder as of such date.

(b) Notification to Partner Company and Partner Company Stockholder. Founder shall give prompt notice to Partner Company and Partner Company Stockholder of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would likely cause any representation or warranty of Founder contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of Founder to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder as of such date.

(c) Effect of Notice. Subject to Section 6.7, the delivery of any notice pursuant to this Section 6.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, or modify the Disclosure Schedules, (ii) modify the conditions set forth in Article VII and Article VIII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Section 6.7 Delivery of Schedules and Amendment of Schedules.

(a) Delivery of Disclosure Schedules. On or before March 16, 2012 (the “Disclosure Schedule Deadline”), each party hereto shall deliver to the other party their completed Disclosure Schedule setting forth the exceptions to the representations and warranties set forth in Article IV and Article V and the schedules called for by Article I, Article II and Article VI, as applicable, of this Agreement and supplying the other information required to be disclosed therein pursuant to other sections of this Agreement. The Disclosure Schedule so delivered shall be acceptable in all respects to the recipient party.

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(b) Amendment of Schedules. Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until the Closing to promptly notify the other parties hereto of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would likely cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Disclosure Schedule (each such notice a “Disclosure Schedule Amendment Notice”). Each such Disclosure Schedule Amendment Notice shall be deemed to (a) automatically supplement or amend the Partner Company Disclosure Schedule or Founder Disclosure Schedule, as the case may be; (b) qualify the representations and warranties of such party set forth in this Agreement (including, for the avoidance of doubt, any representations and warranties in respect of which no disclosure was provided as of the Effective Date); and (c) cure any misrepresentation or breach of warranty that might have existed hereunder by reason of such matter. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Section 7.1 and Section 8.1 have been fulfilled, Partner Company Disclosure Schedule and the Founder Disclosure Schedule shall be deemed to be the appropriate Disclosure Schedule as amended or supplemented pursuant to this Section 6.7, if a Disclosure Schedule is so amended or supplemented. Neither the entry by Founder into any other agreement, such as this Agreement, after the date hereof for the acquisition of one or more of the companies disclosed on Founder Schedule 5.14 nor the performance by Founder of its obligations thereunder shall be deemed to require the amendment to or a supplementation of Founder Disclosure Schedule, to breach any representation, warranty, covenant or agreement herein, or to cause the failure of any condition to Closing.

Section 6.8 Compliance with H-S-R Act.

All parties to this Agreement hereby recognize that compliance with the H-S-R Act may be required in connection with the transactions contemplated herein. Accordingly, if such compliance is required, (a) each of the parties hereto agrees to cooperate and use its best efforts to comply with the H-S-R Act; (b) such compliance by Partner Company and Partner Company Stockholder shall be deemed a condition precedent in addition to the conditions precedent set forth in Article VII and Article VIII of this Agreement, and such compliance by Founder shall be deemed a condition precedent in addition to the conditions precedent set forth in Article VII and Article VIII of this Agreement; (c) the parties agree to cooperate and use their best efforts to cause all filings required under the H-S-R Act to be made promptly; and (d) Founder shall be responsible for the payment of any filing fees under the H-S-R Act.

Section 6.9 Insurance.

For the period from the Closing Date until 18 months following the Closing Date, Founder shall cause the Subject Partner Companies to maintain insurance that is adequate in both amount and scope of coverage for the conduct of the Business.

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Section 6.10 Due Diligence of Combining Partner Companies.

Between the date of this Agreement and the Closing, Founder will afford to Partner Company Stockholder and the officers and authorized representatives of Partner Company access to all of the Combining Partner Companies’ sites, properties, directors, officers, books and records and will furnish such persons with such additional financial and operating data and other information as to the business and properties of the Combining Partner Companies as such persons may from time to time reasonably request. Partner Company Stockholder and Partner Company will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Article XIII.

Section 6.11 Confirmation of Disclosure Schedules and Review of Registration Statement.

Prior to the filing of the Registration Statement with the SEC, (a) (i) Partner Company and Partner Company Stockholder shall confirm in writing that the Partner Company Disclosure Schedule delivered to Founder pursuant to Section 6.7(a) is true and complete in all material respects and (ii) Founder shall confirm in writing that the Founder Disclosure Schedule delivered to Partner Company pursuant to Section 6.7(a) is true and complete in all material respects; and (b) Partner Company Stockholder shall have an opportunity to review each draft of the prospectus forming a part of the Registration Statement circulated between Founder’s SEC counsel and underwriter’s counsel, including the description of Founder’s proposed business and the pro forma combined financial statements of Founder contained therein and be offered an opportunity to ask questions of the officers of Founder regarding the matters discussed therein and the transactions contemplated thereby.

Section 6.12 Further Assurance.

(a) Founder shall use its best efforts to take all action and do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including Partner Company’s and Partner Company Stockholder’s conditions to closing in Article VII. Partner Company and Partner Company Stockholder shall use their respective best efforts to take all action and do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including Founder’s conditions to closing in Article VIII.

(b) Founder shall use its best efforts to take all action and do all things necessary, proper or advisable in order to consummate and make effective the IPO and the transactions contemplated by each Combining Partner Agreement, including such Combining Partner Company’s conditions to closing set forth therein and any conditions to closing of any shareholders of such Combining Partner Company.

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ARTICLE VII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF

PARTNER COMPANY STOCKHOLDER AND PARTNER COMPANY

The obligations of Partner Company Stockholder and Partner Company with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver by them on or prior to the Closing Date of all of the following conditions.

Section 7.1 Representations and Warranties Performance of Obligations.

All representations and warranties of Founder contained in this Agreement (in each case read for the purposes of this Section 7.1 without any materiality, material or Founder Material Adverse Effect qualifications) shall be true and correct in all respects when made and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for representations and warranties that speak as of a specified date or time other than the Closing Date (which need only be true and correct in all respects or in all material respects as required above as of such date or time), other than such failures to be true and correct that would not, individually or in the aggregate, have a Founder Material Adverse Effect; all of the terms, covenants and conditions of this Agreement to be complied with or performed by Founder on or before the Closing Date shall have been duly complied with or performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the President or any Vice President of Founder shall have been delivered to Partner Company Stockholder.

Section 7.2 Satisfaction.

All actions, proceedings, instruments and documents required to carry out the Transaction or incidental hereto and all other related legal matters shall be reasonably satisfactory to Partner Company Stockholder and his/her counsel.

Section 7.3 Combining Partner Companies.

The closing of the transactions contemplated by each Combining Partner Company Agreement in effect on the date of the initial filing of the Registration Statement with the SEC shall have occurred prior to, or shall occur simultaneous with, the Closing.

Section 7.4 No Litigation.

No action or proceeding by or before any Government Authority shall have been instituted or threatened to restrain or prohibit the consumption of the transactions contemplated herein.

Section 7.5 Consents and Approvals.

The consents of and filings with Governmental Authorities and third parties relating to the consummation of the transactions set forth in Section 7.5 of Founder Disclosure Schedule shall have been obtained and made.

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Section 7.6 Good Standing Certificates.

Founder shall have delivered to Partner Company Stockholder a certificate, dated as of a date no later than five days prior to the Closing Date, duly issued by the Secretary of State of the state of its incorporation and in each state in which Founder is authorized to do business, showing that Founder is in good standing and authorized to do business and that all state franchise Tax Returns and Taxes in such jurisdictions for Founder for all periods prior to the Closing Date have been filed and paid to the extent required.

Section 7.7 No Founder Material Adverse Change.

No event or circumstance shall have occurred with respect to Founder that would constitute a Founder Material Adverse Effect.

Section 7.8 Secretarial Certificates.

Partner Company Stockholder shall have received a certificate or certificates, dated the Closing Date and signed by the Secretary of Founder certifying the completeness and accuracy of the attached copies of the Founder Organizational Documents and resolutions of the Board of Directors of Founder approving its entering into this Agreement and the consummation of the transactions contemplated hereby.

Section 7.9 Closing of IPO.

The sale by Founder of shares of Founder Stock in the IPO (a) shall have closed prior to or substantially contemporaneously with the consummation of the transactions contemplated herein and (b) shall have generated sufficient net proceeds to pay the cash consideration to the Combining Partner Companies as described in the Registration Statement and to Partner Company Stockholder as described in Section 2.1 of this Agreement.

Section 7.10 Founder’s Release.

Founder shall have delivered to Partner Company Stockholder an instrument dated the Closing Date releasing Partner Company Stockholder from any obligation to continue to guarantee the repayment of any Indebtedness scheduled as so guaranteed in Section 7.10 of Partner Company Disclosure Schedule.

Section 7.11 Commercial Real Estate Leases.

The amended and restated commercial real estate leases substantially in the forms attached as ANNEX III covering (a) the warehouses at 4330 and 0000 Xxxxxxxxx Xx. X.X. Xxxxxxxxx, Xxxx 00000 and (b) the retail store at 0000 0xx Xx. X.X. Xxxxxxxxx, Xxxx 00000 shall have been executed and delivered by Partner Company.

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Section 7.12 Listing on New York Stock Exchange.

The shares of Founder Stock issuable in the IPO and pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.

Section 7.13 Service Agreement.

The Partner Company Stockholder shall have received an agreement executed by Founder in form and substance reasonably satisfactory to Partner Company Stockholder and Founder, which agreement shall provide for the issuance of an amount of Founder Stock under the Xxxxxx & Xxxxxx Group, Inc. 2011 Omnibus Incentive Plan equal to the quotient obtained by dividing $2,000,000 by the IPO Price, which shares shall be restricted shares and which restrictions shall lapse with respect to 40% of such shares 6 months after the Closing Date, 30% of such shares 12 months after the Closing Date and the remaining 30% of such shares 18 months after the Closing Date.

ARTICLE VIII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF FOUNDER

The obligations of Founder with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver by it on or prior to the Closing Date of all of the following conditions.

Section 8.1 Representations and Warranties; Performance of Obligations.

All representations and warranties of Partner Company Stockholder and Partner Company contained in this Agreement (in each case read for the purposes of this Section 8.1 without any materiality, material or Partner Company Material Adverse Effect qualifications) shall be true and correct in all respects when made and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for representations and warranties that speak as of a specified date or time other than the Closing Date (which need only be true and correct in all respects or in all material respects as required above as of such date or time), other than such failures to be true and correct that would not, individually or in the aggregate, have a Partner Company Material Adverse Effect; all of the terms, covenants and conditions of this Agreement to be complied with or performed by Partner Company Stockholder and Partner Company on or before the Closing Date shall have been duly complied or performed with in all material respects; and certificates to the foregoing effect dated the Closing Date and signed by the President or a Vice President of Partner Company and by Partner Company Stockholder shall have been delivered to Founder.

Section 8.2 No Litigation.

No action or proceeding by or before any Government Authority shall have been instituted or threatened to restrain or prohibit the consummation of the transactions contemplated herein, and no Government Authority shall have taken any other action or made any request of Founder as a result of which the management of Founder deems it inadvisable to proceed with the transactions hereunder.

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Section 8.3 Secretarial Certificates.

Founder shall have received a certificate, dated the Closing Date and signed by the Secretary of each Subject Partner Company, certifying the completeness and accuracy of the attached copies of such Subject Partner Company’s Charter Documents and Bylaws and, in the case of the Partner Company, resolutions of the Board of Directors of Partner Company approving Partner Company’s entering into this Agreement and the consummation of the transactions contemplated hereby.

Section 8.4 No Partner Company Material Adverse Effect.

No event or circumstance shall have occurred with respect to Partner Company or Partner Company Stockholder which would constitute a Partner Company Material Adverse Effect.

Section 8.5 Partner Company Stockholder’s Release.

Partner Company Stockholder shall have delivered to Founder an instrument dated the Closing Date, satisfactory in form and substance to Founder, releasing each Subject Partner Company from (a) any and all claims of Partner Company Stockholder against each Subject Partner Company and Founder and (b) obligations of each Subject Partner Company and Founder to Partner Company Stockholder, except for (i) items specifically identified in Section 8.5 of Partner Company Disclosure Schedule as being claims of or obligations to Partner Company Stockholder and (ii) obligations for breach of Founder’s representations, warranties and covenants set forth herein.

Section 8.6 Satisfaction.

All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement or incidental hereto and all other related legal matters shall have been reasonably satisfactory to Founder and its counsel.

Section 8.7 Termination of Related Party Agreements.

Except as set forth in Section 8.7 of Partner Company Disclosure Schedule, all existing loans, agreements, options, warrants and other contractual arrangements between each Subject Partner Company and Partner Company Stockholder and between each Subject Partner Company and its employees, in each case shall have been canceled effective prior to or as of the Closing Date.

Section 8.8 Consents and Approvals.

The consents of and filings with Government Authorities and third parties relating to the consummation of the transactions set forth in Section 8.8 to Partner Company Disclosure Schedule shall have been obtained and made.

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Section 8.9 Good Standing Certificates.

Partner Company Stockholder shall have delivered to Founder a certificate, dated as of a date no earlier than five days prior to the Closing Date, duly issued by the appropriate Government Authority in each Subject Partner Company’s state of incorporation and, unless waived by Founder, in each state in which a Subject Partner Company is authorized to do business, showing such Subject Partner Company is in good standing and authorized to do business and that all state franchise Tax Returns and Taxes in such jurisdictions for such Subject Partner Company for all periods prior to the Closing have been filed and paid.

Section 8.10 Employment Agreements.

The key employees listed in Section 8.10 of Partner Company Disclosure Schedule (other than Partner Company Stockholder) shall have signed five year employment agreements, satisfactory in form and substance to Founder, incorporating the noncompete and non-solicitation terms set forth in Article XII of this Agreement.

Section 8.11 Closing of IPO.

The sale by Founder of shares of Founder Stock in the IPO (a) shall have closed prior to or substantially contemporaneously with the consummation of the transaction contemplated herein and (b) shall have generated sufficient net proceeds to pay the cash consideration to the stockholders of Combining Partner Companies as described in the Registration Statement.

Section 8.12 Listing on New York Stock Exchange.

The shares of Founder Stock issuable in the IPO and pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.

Section 8.13 Commercial Real Estate Leases.

The amended and restated commercial real estate leases substantially in the forms attached as ANNEX III covering (a) the warehouses at 4330 and 0000 Xxxxxxxxx Xx. X.X. Xxxxxxxxx, Xxxx 00000 and (b) the retail store at 0000 0xx Xx. X.X. Xxxxxxxxx, Xxxx 00000 shall have been executed and delivered at Closing.

Section 8.14 FIRPTA Certificate.

Partner Company Stockholder shall have delivered to Founder a certificate as to its status under Section 1.1445-2(b) of the Treasury Regulations promulgated under the Code.

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ARTICLE IX.

TAX AND EMPLOYEE BENEFIT PLAN COVENANTS

Section 9.1 Preparation and Filing of Tax Returns; Distributions Related to Partner Company Stockholder’s Taxes.

(a) Subject to Section 9.1(b), following the Closing, Founder shall cause to be timely filed all Tax Returns required to be filed by a Subject Partner Company after the Effective Time and, subject to the rights to indemnification from Partner Company Stockholder under Article X, pay or cause to be paid all Taxes shown due thereon.

(b) Partner Company Stockholder shall prepare or cause to be prepared IRS Form 1120-S (and any state law equivalents) for the Partner Company for the Pre-Closing Tax Period (the “PC-SP Tax Returns”), and to the extent permitted by applicable law, Partner Company Stockholder shall include any income, gain, loss, deduction or other Tax items for such period on his/her Tax Returns in a manner consistent with such PC-SP Tax Returns. The PC-SP Tax Returns shall be prepared in a manner consistent with the past practices of the Partner Company, and Partner Company Stockholder shall provide Founder with a draft of each such PC-SP Tax Returns for Founder’s review and comment no later than forty (40) days following the Closing. Upon receipt of such draft PC-SP Tax Returns, Founder shall have ten (10) days to provide written comments regarding such draft PC-SP Tax Returns to Partner Company Stockholder. Partner Company Stockholder shall consider in good faith any comments provided by Founder. Within five (5) days following receipt of Founder’s written comments as described above, Partner Company Stockholder shall present to Founder a copy of the final PC-SP Tax Returns, prepared as reflected in such draft PC-SP Tax Returns with adjustments, if any, resulting from Founder’s comments, and the Partner Company shall timely file such final PC-SP Tax Returns with each appropriate Taxing authority.

(c) Fifteen (15) days prior to Closing, Partner Company Stockholder shall cause Partner Company to prepare a draft Schedule K-1 for Partner Company Stockholder that sets out an estimate of Partner Company Stockholder’s net Taxable income and credits for Partner Company’s short Taxable period from December 31, 2011 to the Effective Time and shall present such draft Schedule K-1s to Founder along with a schedule setting out the amount of distributions made to Partner Company Stockholder by the Partner Company during the Partner Company’s short Taxable year ending on the Closing Date for the specific purpose of funding any Tax payments required to be made by Partner Company Stockholder with respect to his or her allocable share of Partner Company income earned during such Taxable year by the Partner Company. Partner Company shall prepare such draft Schedule K-1s in a manner consistent with Partner Company’s past practices. On the day prior to Closing, Partner Company shall make a dividend distribution to Partner Company Stockholder in an amount equal to the excess of Partner Company Stockholder’s Projected K-1 Tax Liability (as defined below) over the sum of (i) all distributions made by the Partner Company to Partner Company Stockholder during the Partner Company’s short Taxable year ending on the Closing Date, plus (ii) any amount by which Partner Company Stockholder’s Projected K-1 Tax Liability can be reduced by any credits reported on Partner Company Stockholder’s draft

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Schedule K-1. For purposes of this Section 9.1(c), Partner Company Stockholder’s “Projected K-1 Tax Liability” shall be equal to the product of (x) the estimated net Taxable income shown on Partner Company Stockholder’s draft Schedule K-1 described above, multiplied by (y) the Effective Tax Rate (as defined below). For purpose of this Section 9.1(c), the “Effective Tax Rate” shall be 40.0%.

(d) To ensure that Partner Company Stockholder’s K-1 Tax Liability True Ups (as defined below) can be taken into account in determining the Adjusted Working Capital (as set out in Section 2.4 above), within five (5) days of Founder’s receipt of the final PC-SP Tax Returns as described in Section 9.1(b), above, Founder shall determine the amount of Partner Company Stockholder’s K-1 Tax Liability True Up (as defined below) and shall present in writing such determination to Partner Company Stockholder. For purposes of this Section 9.1(d), Partner Company Stockholder’s “K-1 Tax Liability True Up” shall be the difference between Partner Company Stockholder’s Actual K-1 Tax Liability (as defined below) and his Projected K-1 Tax Liability. For purposes of this Section 9.1(d), Partner Company Stockholder’s “Actual K-1 Tax Liability” shall be equal to (A) the product of (x) the net Taxable income shown on Partner Company Stockholder’s Schedule K-1, as set out in the final PC-SP Tax Returns presented to Founder in Section 9.1(c), above, multiplied by (y) the Effective Tax Rate (as defined in Section 9.1(c) above), less (B) the amount by which Partner Company Stockholder’s Projected K-1 Tax Liability can be reduced by any Tax credit reported on Partner Company Stockholder’s Schedule K-1. If Partner Company Stockholder’s K-1 Tax Liability True Up is a positive number, Founder shall pay such amount to Partner Company Stockholder. If Partner Company Stockholder’s K-1 Tax Liability True Up is a negative number, Partner Company Stockholder shall pay such amount to Founder. The payments described in the prior two sentences shall be made within five (5) days after Founder has presented the amount of Partner Company Stockholder’s K-1 Tax Liability True Up to Partner Company Stockholder. Amounts paid to Founder under this Section 9.1(d) shall increase Adjusted Working Capital under Section 2.4, and any amounts paid by Founder under this Section 9.1(d) shall reduce Adjusted Working Capital under Section 2.4.

(e) In the case of any Tax Return prepared by Founder pursuant to Section 9.1(a) above that relates to a Tax period (or portion thereof, including any Overlap Period) ending on or before or including the Effective Time (each a “Reviewable Return”), the Founder shall prepare such Reviewable Return in a manner consistent with the prior practices of the Partner Company to the extent permitted by applicable Tax Law and shall provide Partner Company Stockholder with a copy of such Reviewable Return (together with supporting information, schedules and workpapers) not later than thirty (30) days prior to filing any such Reviewable Return. Upon receipt of such Reviewable Return, Partner Company Stockholder shall have ten (10) days to provide written instructions as to how Partner Company Stockholder wants any, or all, of the items for which Partner Company Stockholder may be liable under this Agreement reflected on such Reviewable Return. Founder shall, in preparing such Reviewable Return, follow the instructions, if any, provided by Partner Company Stockholder unless, in the opinion of the Neutral Accountants, such instructions would result in the Partner Company taking a position on such Reviewable Return that does not satisfy the “substantial authority” requirement as defined in Treasury Regulation section 1.6662-4(d)(2) (or a comparable provision of state or local Law if applicable).

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Section 9.2 Transfer Taxes

Partner Company Stockholder shall be liable for and shall pay (and shall indemnify and hold harmless the Founder Indemnified Parties against) all sales, use, stamp, documentary, filing, recording, transfer, real property transfer, stock transfer, gains or similar fees or Taxes or governmental charges as levied by any Governmental Authority including any interest and penalties (“Transfer Taxes”) in connection with the transactions contemplated by this Agreement. Partner Company Stockholder shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes. In addition, Partner Company Stockholder acknowledge that he/she, and not Partner Company or Founder, will pay all Taxes due upon receipt of the consideration payable pursuant to Article II, and will assume all Tax risks associated with the consummation of the Transaction. Founder and the Partner Company agree, upon request by Partner Company Stockholder, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Transfer Tax that could be imposed with respect to the transactions contemplated hereby.

Section 9.3 Other Tax Covenants

(a) In the case of any Overlap Period, the amount of any Taxes of the Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of the Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Partner Company holds a beneficial interest shall be deemed to terminate at such time). The amount of Taxes other than Taxes of the Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.

(b) Other than any refund based upon income receipt or accelerated depreciation under Section 179 of the Code which shall be the sole property of Partner Company, any Tax refund, credit or similar benefit relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company Stockholder, except to the extent that such refund, credit or similar benefit was reflected in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase Price, and if realized after the Effective Time by Founder or the Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a).

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(c) Founder, the Partner Company, and Partner Company Stockholder shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, the Partner Company. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Founder, Partner Company, and Partner Company Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to the Partner Company relating to any Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by or on behalf of the Partner Company or Partner Company Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other party so requests, the Partner Company or Partner Company Stockholder, as the case may be, shall allow such other party to take possession of such books and records.

(d) Any Tax-sharing agreements or similar agreements with respect to or involving the Partner Company shall be terminated as of the Closing Date and, after the Closing Date, the Partner Company shall not be bound thereby or have any liability thereunder.

(e) Unless otherwise required by applicable law, (i) neither Founder nor any of its affiliates shall make or change, or permit Partner Company to make or change, any Tax election, amend any Tax Return, take any action or enter into any transaction, in each case after the Effective Time, that results in any increased Tax liability of Partner Company Stockholder, or that increases the indemnification obligation of Partner Company Stockholder under this Agreement, and (ii) neither Founder nor any of its affiliates shall cause or permit the Partner Company to file an amended Tax Return with respect to any Pre-Closing Tax Period without obtaining the prior written consent of Partner Company Stockholder, which consent may be withheld by Partner Company Stockholder in his or her sole and absolute discretion.

Section 9.4 Preservation of Employee Benefit Plans.

Following the Closing Date, Founder shall not terminate any health insurance, life insurance or 401(k) plan in effect at a Subject Partner Company until such time as Founder is able to replace such plan with a plan that is applicable to Founder and all of its then existing subsidiaries; provided that Founder shall have no obligation to provide replacement plans that have the same terms and provisions as the existing plans; provided, further, that any new health insurance plan shall provide for coverage for preexisting conditions. On the Closing Date, the employees of each Subject Partner Company will continue as employees of such Subject Partner Company (provided that this provision shall not in any way limit the management rights of Founder to assess workforce needs of each Subject Partner Company and make appropriate adjustments as necessary or desirable within its discretion subject to applicable laws and

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collective bargaining agreements); notwithstanding the foregoing, those employees listed on Annex II shall be retained as employees for a minimum of two (2) years following Closing, and may be terminated only for cause. Any material adverse change in duties, compensation or benefits or any involuntary relocation of such employee outside a 25-mile radius of employee’s employment location as of the date of this Agreement shall be deemed a termination for purposes of this clause.

ARTICLE X.

SURVIVAL; INDEMNIFICATION

Section 10.1 Survival.

The representation, warranties and covenants of the parties hereto contained in this Agreement or any other agreement or certificate delivered at the Closing shall survive only for 18 months following the Closing Date; provided, however, that (a) the representations, warranties and covenants relating to inventory shall survive only for 12 months following the Closing Date; (b) the representations and warranties contained in Section 4.25 and Section 5.12 relating to Taxes shall survive 90 days beyond the applicable statute of limitations; (c) the covenants contained in Article IX (Tax and Employee Benefit Plan Covenants), Article XII (Noncompetition) and Article XIII (Nondisclosure of Confidential Information) shall survive until the fifth (5^th) anniversary of the Closing Date. For the avoidance of doubt the provisions of this Article X shall survive for only so long as a claim may be brought under this Article X. Irrespective of any other provisions in this Agreement, the parties agree that any claim by Founder against the Partner Company Stockholder (w) for any claim related to inventory, may not be asserted after 12 months from the Closing Date; (x) that any claim related to taxes may not be asserted after six months after the applicable statute of limitations related to tax matters; (y) as to any claims under Section 12.1 or 13.1, may not be asserted after five years from the Closing Date; and (z) any other claim of any type and description may not be asserted after 18 months after the Closing Date; provided, however, that notwithstanding the foregoing claim deadlines, any claim made prior to the applicable claim deadline may continue until such claim is finally resolved. The parties to this Agreement expressly agree that no Subject Partner Company shall have any liability, whether direct or indirect, after the Closing for (a) any breach of a representation and warranty of Partner Company or Partner Company Stockholder contained in this Agreement or any other document delivered by any of them at the Closing or (b) the failure to observe or perform any covenant or agreement of Partner Company or Partner Company Stockholder set forth herein or therein.

Section 10.2 Indemnification.

(a) Indemnification by Partner Company Stockholder. Partner Company Stockholder hereby agrees to indemnify, defend and hold Founder, each Subject Partner Company and their respective affiliates, officers, directors, shareholders, partners, agents, managers, employees, successors and assigns (collectively, “Founder Indemnified Parties”) harmless from any and all Indemnifiable Damages which any such person may suffer or incur after the Closing by reason of:

(i) the breach of any of the representations or warranties made by Partner Company or Partner Company Stockholder in this Agreement or any of

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the other agreements or certificates delivered by Partner Company or Partner Company Stockholder pursuant hereto (disregarding for the purpose of determining Indemnifiable Damages any materiality standards, material adverse effect limitations or minimum monetary exceptions); and

(ii) the breach of any of the covenants or agreements made by Partner Company or Partner Company Stockholder in this Agreement or any of the other agreements or certificates delivered by Partner Company or Partner Company Stockholder pursuant hereto.

(b) Indemnification by Founder. Founder hereby agrees to indemnify and hold Partner Company Stockholder and his/her heirs, successors and assigns (collectively, “Partner Company Stockholder Indemnified Parties”), harmless from any and all Indemnifiable Damages which any such person may suffer or incur after the Closing by reason of:

(i) the breach of any of the representations and warranties made by Founder in this Agreement or any of the other agreements or certificates delivered by Founder pursuant hereto (disregarding for this purpose any materiality standards, material adverse effect limitations or minimum monetary exceptions); and

(ii) the breach of any of the covenants or agreements made by Founder in this Agreement or any of the other agreements or certificates delivered by Founder pursuant hereto.

(c) Third-Party Claims. If any claim or demand is asserted against an indemnified party by a third party with respect to any matter under the indemnities set forth in Section 10.2(a) or Section 10.2(b) (a “Third Party Claim”), the indemnified party shall promptly give written notice and details thereof (the “Claim Notice”), including copies of all pleadings and the pertinent documents, to the indemnifying party, as the case may be (“Indemnitor”); provided, however that the failure to provide such notice shall not release the Indemnitor from any of its obligations under this Article X except to the extent that the Indemnitor is materially prejudiced by such failure.

(i) To the extent that any Third Party Claim is for money damages, then the Indemnitor shall have the right, exercisable upon written notice given within 20 days after receipt of the Claim Notice, to conduct and control, through counsel of its choosing, reasonably satisfactory to the indemnified party, the defense, compromise or settlement of any such Third Party Claim as to which indemnification will be sought by any indemnified party from any Indemnitor hereunder, and in any such case the indemnified party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith at the Indemnitor’s expense; provided, that the indemnified party shall have the right to participate in such defense with separate counsel at its own expense; provided

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further that the Indemnitor shall pay the fees and disbursements of such separate counsel if the defendants in such Third Party Claim include both the Indemnitor and an indemnified party and such indemnified party shall have reasonably concluded upon the advice of counsel, that there exists one or more good faith defenses that may be available to such indemnified party that are in conflict with those available to the Indemnitor or that the Indemnitor and such indemnified party have actual material conflicting interests with respect to such Third Party Claim. Notwithstanding the foregoing, in no event shall the Indemnitors be liable for fees and expenses of more than one counsel separate from their own for all indemnified parties in connection with any one action or separate but similar actions arising out of the same general allegations or circumstances. The Indemnitor shall not compromise or settle any Third Party Claim without the written consent of the indemnified party (which consent shall not be unreasonably withheld).

(ii) If the Indemnitor does not assume control of the defense of a Third Party Claim pursuant to clause (i) above, then the indemnified party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the expense of defense or settlement as an indemnity claim. The indemnified party shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default judgment prior to the assumption of the defense of any Third Party Claim by the Indemnitor and any expenses incurred by so acting shall be paid by the Indemnitor; provided that such Third Party Claim is a proper claim for indemnification hereunder.

(d) Payment. Payment of Third Party Claims shall be made in accordance with Section 10.2(f). With respect to all claims other than Third Party Claims, the Indemnitor shall promptly pay or reimburse the indemnified party in respect of any claim or liability for Indemnifiable Damages to which the foregoing indemnities relate after receipt of written notice from the indemnified party outlining with reasonable particularity the nature and amount of the claim(s). In the event the Indemnitor fails or refuses to make payment for such claims within a period of 20 days from the date of notice to the Indemnitor, the indemnified party shall be entitled to exercise all legal remedies available to it under this Agreement.

(e) Access and Information. With respect to any claim for indemnification hereunder, the indemnified party will give to the Indemnitor and its counsel, accountants and other representatives full and free reasonable access, during normal business hours and upon the giving of reasonable prior notice, to its books and records relating to such claims, and to its employees, accountants, counsel and other representatives to the extent reasonably necessary in connection with defending such claims, all without charge to the Indemnitor, except for reimbursement of reasonable out-of-pocket expenses. If a claim for indemnification is made hereunder, the indemnified party agrees to maintain any of its books and records then in its possession which may relate to such claim for such period of time as may be necessary to enable the Indemnitor to resolve such claim.

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(f) Monetary Limitations on Indemnification.

(i) Partner Company Stockholder shall not be obligated hereunder to indemnify any Founder Indemnified Parties with respect to any Indemnifiable Damages as to which such persons are otherwise entitled to indemnification under this Agreement based on a breach of a representation or warranty unless and until the aggregate amount of Indemnifiable Damages exceeds an amount equal to the Basket Amount.

(ii) Notwithstanding anything in this Agreement to the contrary, (x) the maximum aggregate obligation of Partner Company Stockholder pursuant to Section 10.2(a)(i) shall not exceed an amount equal to thirty percent (30%) of the Agreed Value received by Partner Company Stockholder at the Closing; provided that such limitations shall not apply to the representations and warranties set forth in Section 4.25.

(iii) The liability of either Partner Company Stockholder or Founder under this Section 10.2: (x) be offset dollar for dollar by any recovery actually made by Founder Indemnified Parties or Partner Company Stockholder Indemnified Parties, as the case may be, from any unaffiliated third party (including insurers) on account of the item of Indemnifiable Damages involved (and no right of subrogation shall accrue to any such third party); (y) be net of any Tax benefit inuring to the indemnified party therefrom and realized in the Taxable year in which the Indemnifiable Damages were incurred and (z) Founder shall keep in full force and effect policies of insurance equivalent to those maintained by Partner Company prior to Closing in accordance with Section 6.9, and Founder shall look first to such insurance for satisfaction of any claim (and the issuers of such insurance shall have waived all rights of subrogation against Partner Company and Partner Company Stockholder). The parties hereto agree to pursue diligently and in good faith any recovery from any such third party with respect to any item of Indemnifiable Damages involved, but payments for Indemnifiable Damages shall not be postponed pending any such receipts or recoveries. Any such receipts or recoveries received by an indemnified party after a payment for Indemnifiable Damages shall be promptly paid over to the Indemnitor in an amount not to exceed the amount paid by the Indemnitor to the indemnified party with respect to such item of Indemnifiable Damages.

(g) Assignment of Claims. If Partner Company Stockholder makes payment on an indemnification claim of Founder, then Founder shall assign to Partner Company Stockholder a proportionate interest in the right and title to such claim, which proportionate interest shall be equal to the proportion to which the amount so paid by Partner Company Stockholder relates to the total amount of such claim.

(h) Other Limitations on Indemnification. IN NO EVENT SHALL PARTNER COMPANY STOCKHOLDER BE LIABLE TO THE FOUNDER INDEMNIFIED PARTIES FOR PUNITIVE DAMAGES AND IN NO EVENT SHALL FOUNDER BE LIABLE TO PARTNER COMPANY STOCKHOLDER

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INDEMNIFIED PARTIES FOR PUNITIVE DAMAGES, PROVIDED, THAT THESE LIMITATIONS SHALL NOT APPLY TO PUNITIVE DAMAGES PAYABLE TO A THIRD PARTY IN RESPECT OF A THIRD PARTY CLAIM.

Section 10.3 Arbitration.

All controversies and claims arising out of or relating to this Agreement or the breach hereof shall be settled exclusively by arbitration under the auspices of the Judicial Arbitration and Mediation Services/Endispute (“JAMS”) in accordance with JAMS commercial rules of arbitration, incorporated herein by reference, by a single neutral arbitrator to be chosen in accordance with the procedures of JAMS. The arbitration proceeding shall be conducted in Wilmington, Delaware. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce and the arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (1999). The arbitrator, who shall be mutually agreeable to the parties to this Agreement that are parties to the arbitration (each a “Joined Party”), shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. However, a party to this Agreement may, without inconsistency with this arbitration provision, apply to any court having jurisdiction and seek an order (a) compelling arbitration as to the other parties if such other parties refuse to comply with the terms of this Agreement, (b) requiring witnesses to obey subpoenas, (c) preserving the status quo or evidence in anticipation of arbitration, in each case prior to the appointment of the arbitrator, or (d) securing a temporary restraining order or preliminary injunction pursuant to Section 12.1 or Section 13.1 of this Agreement. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, or as may be required by applicable law or regulation, including applicable securities laws or regulations of an established national securities exchange on which securities of either Founder or its successors or assigns are traded, neither a party to this Agreement nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder to any other third party other than its attorneys and auditors without the prior written consent of Founder, Partner Company (prior to the consummation of the Transaction) and all other Joined Parties.

Section 10.4 Exclusive Remedy.

(a) Exclusivity. Each of the parties to this Agreement hereby acknowledges and agrees that following the Closing its sole and exclusive remedy with respect to any and all claims relating to the representations, warranties, covenants and agreements contained in this Agreement shall be pursuant to the indemnification provisions set forth in this Article X, provided that a party may exercise any and all remedies it may have at law or in equity in the event of a breach by another party of its payment obligations established pursuant to Section 10.2 or Section 10.3 or in the event of fraud.

(b) Specific Performance. Notwithstanding the foregoing subsection (a), nothing contained in this Section 10.4 shall prevent one party hereto from seeking and obtaining specific performance by another party hereto of any of its obligations under this Agreement as provided in Section 14.13 or from seeking and obtaining injunctive relief against the other party’s activities in breach of this Agreement.

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Section 10.5 Adjustment to Purchase Price.

Any payment by Founder under this Article X, to the extent such payment can be properly so characterized under applicable Tax law, shall be treated by the parties as an adjustment to the consideration paid for the Partner Company Stock.

Section 10.6 Continuing Indemnification of Directors and Others.

From and until the sixth anniversary of the Closing Date, Founder shall cause each Subject Partner Company to honor both the indemnity agreements to which it is party as listed in Section 10.6 of Partner Company Disclosure Schedule and the provisions in its Charter Documents and Bylaws, in the forms delivered to Founder pursuant to this Agreement at the Closing (the “E&I Provisions”), relating to the exculpation or indemnification of officers, directors, employees or agents who held any such position on or prior to the Closing Date (collectively, the “E&I Indemnitees”), it being the intent of the parties that the E&I Indemnitees who held any such position on or prior to the Closing Date shall continue to be entitled to the benefit of the E&I Provisions with respect to all periods through the Closing Date to the fullest extent permitted by applicable law.

Section 10.7 No Release.

Nothing in this Agreement is intended to, shall be construed to, or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to any Subject Partner Company or any of its E&I Indemnitees, it being understood and agreed that the indemnification provided for in Section 10.6 is not prior to or in substitution for any such claims under such policies.

ARTICLE XI.

TERMINATION

Section 11.1 Termination.

This Agreement may be terminated at any time prior to Closing by:

(a) the mutual consent of Founder and Partner Company Stockholder;

(b) either Founder or Partner Company Stockholder if the Closing has not occurred by the close of business on November 30, 2012, so long as the failure to close on or before such date did not result solely from the failure by the party seeking termination of this Agreement to fulfill any undertaking or commitment on its part provided for in this Agreement;

(c) Founder within ten (10) days of its receipt of a Disclosure Schedule Amendment Notice from Partner Company or Partner Company Stockholder that constitutes or reflects an event or occurrence that, either alone or together with all prior events or occurrences set forth in a Disclosure Schedule Amendment Notice, (i) constitutes a Partner Company Material Adverse Effect or (ii) if the Partner Company Disclosure Schedule were not amended in accordance therewith, would cause the failure of a condition to Closing;

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(d) Partner Company Stockholder within ten (10) days of his/her receipt of a Disclosure Schedule Amendment Notice from Founder that constitutes or reflects an event or occurrence that, either alone or together with all prior events or occurrences set forth in a Disclosure Schedule Amendment Notice, (i) constitutes a Founder Material Adverse Effect or (ii) if the Founder Disclosure Schedule were not amended in accordance therewith, would cause the failure of a condition to Closing;

(e) Partner Company Stockholder if he delivered the Partner Company Disclosure Schedule to Founder but Founder does not accept the Parent Company Disclosure Schedule, or Founder and Partner Company Stockholder are unable to agree upon mutually acceptable changes to the Partner Company Disclosure Schedule, with ten (10) days after the Disclosure Schedule Deadline;

(f) Founder if it delivered the Founder Disclosure Schedule to Partner Company Stockholder but Partner Company Stockholder does not accept the Founder Company Disclosure Schedule, or Founder and Partner Company Stockholder are unable to agree upon mutually acceptable changes to the Founder Company Disclosure Schedule, within ten (10) days after the Disclosure Schedule Deadline;

(g) Partner Company Stockholder, if he/she is not then in material breach of a representation, warranty, covenant or agreement contained in this Agreement, provided Founder is in material breach of a representation, warranty, covenant or agreement contained in this Agreement and has failed to cure such breach within 30 days after receipt of notice from Partner Company Stockholder requesting such breach be cured;

(h) Partner Company Stockholder, if any event occurs or condition exists which renders satisfaction of any of the conditions set forth in Article VII impossible (other than through the failure of Partner Company or Partner Company Stockholder to comply with his/her obligations under this Agreement);

(i) Founder, if it is not then in material breach of a representation, warranty, covenant or agreement contained in this Agreement, provided either Partner Company or Partner Company Stockholder is in material breach of a representation, warranty, covenant or agreement contained in this Agreement and has failed to cure such breach within 30 days after receipt of notice from Founder requesting such breach to be cured; or

(j) Founder, if any event occurs or condition exists which renders satisfaction of any of the conditions set forth in Article VIII impossible (other than through the failure of Founder to comply with its obligations under this Agreement).

Section 11.2 Procedure and Effect of Termination.

In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction

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shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 12.2, 13.1, 13.2 and 14.6 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Section 11.3 Wrongful Termination.

Notwithstanding anything to the contrary in this Agreement, if a party wrongfully terminates this Agreement, that party shall be liable for any Indemnifiable Damages caused thereby.

ARTICLE XII.

NONCOMPETITION

Section 12.1 Partner Company Stockholder Prohibited Activities.

Partner Company Stockholder will not, for a period of five years following the Closing Date, for any reason whatsoever, directly or indirectly, for itself, or on behalf of or in conjunction with any other person:

(a) engage in any business competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company in the areas of the United States of America in which the current closeout business as conducted by Partner Company Stockholder or Partner Company is conducted (the “Geographical Area”); or

(b) render advice or services to, be employed by, acquire an ownership interest in, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company in such Geographical Area with respect to such competitive business, except that Partner Company Stockholder may hold up to 2% of the outstanding shares of any publicly held company engaged in such competitive activities; or

(c) solicit business or business transactions that are competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company from or with persons, associations or entities with whom Partner Company had a business relationship during such five year period.

; provided, however, that for purposes of this Section 12.1 owning and operating retail stores in the State of Hawaii shall not be deemed to be a business that is competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company.

Partner Company Stockholder understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the Business of Founder and the Combining Partner Companies, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as provided hereunder to clearly justify such restrictions. Partner Company Stockholder further understands that (i) Founder would not consummate the transactions contemplated by this Agreement but for the covenants contained in this Article XII, and (ii) the provisions of this Article XII are reasonable and necessary to preserve the Business and goodwill of Founder and the Combining Partner Companies.

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Section 12.2 Founder Prohibited Activities.

If the IPO is not consummated or the IPO is consummated and does not include Partner Company and the failure of the IPO to occur or the failure of Partner Company to be included in the IPO, as the case may be, was not the result of voluntary acts or omissions by Partner Company Stockholder or Partner Company or the breach by Partner Company Stockholder or Partner Company of this Agreement, then neither Founder nor Xxx Xxxxxxxxx, or any affiliate or associate of Xxx Xxxxxxxxx, will, for a period of two (2) years following the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with its terms, for any reason whatsoever, directly or indirectly, for itself, or on behalf of or in conjunction with any other person:

(a) engage in any business competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company in the Geographical Area; or

(b) render advice or services to, acquire an ownership interest in, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company in such Geographical Area with respect to such competitive business, except that Founder may hold up to 2% of the outstanding shares of any publicly held company engaged in such competitive activities; or

(c) solicit business or business transactions that are competitive with the current closeout business as conducted by Partner Company Stockholder or Partner Company from or with persons, associations or entities with whom Partner Company had a business relationship during such five year period.

Founder and Xxx Xxxxxxxxx each understands that (i) Partner Company Stockholder and Partner Company would not consummate the transactions contemplated by this Agreement but for the covenants contained in this Article XII, and (ii) the provisions of this Article XII are reasonable and necessary to preserve the business and goodwill of Partner Company. For purposes of this Section 12.2 “associate” means (1) a corporation or organization (other than Founder or Initial Founder) or a majority-owned subsidiary of Founder) of which such person is an officer, member or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries.

Section 12.3 Restricted Persons.

Each of Xxxxx Xxxxx and Xxxxxx Xxxxx (together, the “Restricted Persons”) hereby agree that from the date of this Agreement until the Closing Date (the “Restricted Period”), he will not

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view or permit himself to have access (whether written or oral) to any information or materials of the type described in Section 13.2, including competitively sensitive information such as current or prospective pricing plans, customer or supplier lists, cost information, expansion plans, contracts or financial statements or related work papers (collectively, the “Restricted Information”). Founder hereby agrees that for the duration of the Restricted Period Founder will not, and will cause its affiliates, auditor and legal, financial and other advisors not to, make available or otherwise communicate to the Restricted Persons the Restricted Information. As a condition to any of Founder’s auditor or legal or financial advisors gaining access to any of the Restricted Information, such person shall execute a written acknowledgment, which acknowledgement shall provide that such person is aware of the restrictions imposed in respect of the Restricted Persons in this Section 12.3 and agrees to comply with the provisions contained in this Section 12.3. Notwithstanding the foregoing, the Restricted Persons shall be permitted during the Restricted Period to review aggregated data of the Combining Partner Companies, which aggregated data may include Restricted Information so long as the Restricted Information cannot reasonably be deduced or isolated from such aggregated data.

Section 12.4 Damages.

Because of the difficulty of measuring economic losses as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to Founder, Partner Company Stockholder or Partner Company, as the case may be, for which it would have no other adequate remedy, Founder, Xxx Xxxxxxxxx, Restricted Persons, Partner Company Stockholder and Partner Company each agree that the foregoing covenants may be enforced in the event of breach thereof, by injunction and restraining order, without the necessity of posting a bond. Such remedies shall not be deemed the exclusive remedies for a breach of this Article XII, but shall be in addition to all remedies available at law or in equity, including without limitation, the recovery of damages. In the event of a breach of this Article XII, the breaching party shall be obligated to pay all costs and expenses of the non-breaching party in enforcing its rights hereunder, including reasonable attorney’s fees and associated costs.

Section 12.5 Reasonable Restraint.

It is agreed by the parties hereto that the foregoing covenants in this Article XII impose a reasonable restraint on Founder, Xxx Xxxxxxxxx, Restricted Persons, Partner Company Stockholder or Partner Company, as the case may be, in light of the activities and business of each of them on the date of the execution of this Agreement and the reasonably foreseeable plans of Founder, and the time periods set forth above are agreed by the parties hereto to be the minimum reasonable periods of time to protect such parties from appropriation of customer goodwill.

Section 12.6 Severability, Reformation.

The covenants in this Article XII shall survive the termination of this Agreement and are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any arbitration or judicial proceeding shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent the arbitrator or court deems reasonable, and the Agreement shall thereupon be automatically reformed.

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Section 12.7 Independent Covenant.

All of the covenants in this Article XII shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Partner Company Stockholder or Partner Company against Founder or one of the Combining Partner Companies or Founder against Partner Company Stockholder or Partner Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of such covenants. It is specifically agreed that time periods stated in this Article XII, during which the agreements and covenants of Partner Company Stockholder and Founder made in this Article XII shall be effective, shall be computed by excluding from such computation any time during which Partner Company Stockholder or Founder, as the case may be, is in violation of any provision of this Article XII. The covenants contained in this Article XII shall not be affected by any breach of any other provision hereof by any party hereto.

ARTICLE XIII.

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

Section 13.1 Partner Company Stockholder.

Partner Company Stockholder recognizes and acknowledges that he/she had in the past, currently has, and in the future may have, access to certain confidential information of each Subject Partner Company and/or Founder (including Initial Founder and the other Combining Partner Companies) including operational policies, Proprietary Assets and pricing and cost policies that are valuable, special and unique assets of each Subject Partner Company and/or Founder (including the other Combining Partner Companies). Partner Company Stockholder agrees that he/she will not disclose such confidential information to any person for any purpose or reason whatsoever, except (a) to authorized representatives of Founder; (b) following the Closing, such information may be disclosed by Partner Company Stockholder as is required in the course of performing his/her duties for Founder (including the other Combining Partner Companies); and (c) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.1, unless (i) such information becomes known to the public generally through no fault of Partner Company Stockholder, (ii) disclosure is required by law or the order of any Government Authority under color of law; provided, that prior to disclosing any information pursuant to this clause (ii), Partner Company Stockholder shall give prior written notice thereof to Founder and provide Founder with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Partner Company Stockholder of the provisions of this Section 13.1, Founder shall be entitled to an injunction restraining Partner Company Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Founder from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the Transaction is not consummated, the abovementioned restrictions on Partner Company Stockholder’s ability to disseminate confidential information with respect to any Subject Partner Company (but not

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Founder or the other Combining Partner Companies) shall become nugatory. Upon termination of this Agreement, Partner Company Stockholder shall promptly return to Founder all copies, whether in written, electronic or other form of media, of such confidential information, or destroy all such copies and certify in writing to Founder that such confidential information has been destroyed.

Section 13.2 Founder.

Founder recognizes and acknowledges that it has in the past and currently has access to certain confidential information of each Subject Partner Company, including operational policies, Proprietary Assets and pricing and cost policies that are valuable, special and unique assets of each Subject Partner Company. Founder agrees that, prior to the Closing, or if the Transaction is not consummated, it will not disclose such confidential information to any person except (a) to authorized representatives of each Subject Partner Company; and (b) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.2, unless (i) such information becomes known to the public generally through no fault of Founder, (ii) disclosure is necessary in the Registration Statement, (iii) disclosure is required by law or the order of any Government Authority under color of law; provided, that prior to disclosing any information pursuant to this clause (iii), Founder shall, if possible, give prior written notice thereof to Partner Company and provide Partner Company with the opportunity to contest such disclosure, or (iv) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Founder of the provisions of this Section 13.2, Partner Company shall be entitled to an injunction restraining Founder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Partner Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. Upon termination of this Agreement, Founder shall promptly return to Partner Company Stockholder all copies, whether in written, electronic or other form of media, of such confidential information, or destroy all such copies and certify in writing to Partner Company Stockholder that such confidential information has been destroyed.

Section 13.3 Damages.

Because of the difficulty of measuring economic losses as a result of the breach of the foregoing covenants in Section 13.1 and Section 13.2 and because of the immediate and irreparable damage that would be caused for which no other adequate remedy exists, the parties hereto agree that, in the event of a breach by any of them of the foregoing covenants, the covenant may be enforced against the other parties by injunction and restraining order, without the necessity of posting a bond.

Section 13.4 Survival.

The obligations of the parties under this Article XIII shall survive the termination of this Agreement for a period of three years from the Closing Date.

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ARTICLE XIV.

GENERAL

Section 14.1 Cooperation.

Partner Company, Partner Company Stockholder and Founder shall deliver or cause to be delivered to the other on the Closing Date and at such other times and places as shall be reasonably agreed to, such additional instruments as the any of the others may reasonably request for the purpose of carrying out this Agreement.

Section 14.2 Counterparts.

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and originals or facsimile counterparts thereof have been delivered to the other party.

Section 14.3 Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES) AS TO ALL MATTERS INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES.

Section 14.4 No Third Party Beneficiaries.

Nothing in this Agreement or any ancillary documents, whether expressed or implied, is intended or shall be construed to confer upon or give to any person, other than the parties hereto, Founder Indemnified Parties, Partner Company Stockholder Indemnified Parties and the E&I Indemnitees, any rights, remedies or other benefits under or by reason of this Agreement.

Section 14.5 Entire Agreement.

This Agreement (including the annexes thereto), Partner Company Disclosure Schedule and Founder Disclosure Schedule contain the entire agreement among the parties with respect to the subject matter hereof, and there are no agreements, understandings, representations and warranties among the parties other than those set forth or referred to herein. Each of the parties further represents and warrants that, in executing and delivering this Agreement, it has not relied on any statement or representation made by any legal counsel or investment advisor to or other agent of another party to this Agreement.

Section 14.6 Brokers and Agents.

Except as disclosed in Section 14.6 of either Partner Company Disclosure Schedule or Founder Disclosure Schedule, each party represents and warrants that it employed no broker or agent in connection with the Transaction and agrees to indemnify the other parties hereto against all loss, cost, damage or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such party.

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Section 14.7 Expenses.

Whether or not the Transaction shall be consummated, each of Founder and Partner Company will pay the fees, expenses and disbursements incurred by it and by its respective agents, representatives, accountants and counsel incurred in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance and compliance with all conditions to be performed by Founder and Partner Company under this Agreement. As provided in Section 6.1(c), Founder will pay the fees and expenses of KPMG LLP in auditing the combined financial statements of the Subject Partner Companies for inclusion in the Registration Statement. Except as otherwise provided in this Agreement, Partner Company Stockholder agrees that he/she, and not any Subject Partner Company, shall pay all Transfer Taxes imposed in connection with the Transaction, the fees and expenses of Partner Company Stockholder’s legal counsel and all other costs and expenses incurred by Partner Company Stockholder in his/her performance and compliance with all conditions to be performed by them under this Agreement.

Section 14.8 Notices.

All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service, or to the extent receipt is confirmed, telefax or other electronic transmission service to the appropriate address or number as set forth below.

Notices to Founder shall be addressed to it:

		Xxxxxx & Xxxxxx Group, Inc.
		00 Xxxxxxxx Xxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxx 00000
		Attention:		Xxx X. Xxxxxxxxx
		Telephone:		000-000-0000

with a copy to:

		Bracewell & Xxxxxxxx LLP
		000 Xxxxxxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxx 00000-0000
		Attention:		Xxxxx X. Xxxxxxx III
		Telephone:		000-000-0000
		Facsimile:		000-000-0000

or at such other address and to the attention of such other person as Founder may designate by written notice to Partner Company (prior to the consummation of the Transaction) and Partner Company Stockholder.

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Notices to Partner Company (prior to the consummation of the Transaction) shall be addressed to it:

		International Enterprises, Inc.
		0000 Xxxxxxxxx Xxxxxx XX
		Xxxxxxxxx, Xxxx 00000
		Attention: [Xxxxxxx X. Xxxxxx]
		Telephone:		000-000-0000
		Facsimile:		000-000-0000

with a copy to:

		Xxxxxxx, Manna & Diamond, LLC
		00 X. Xxxxxx Xxxxxx
		Xxxxx, XX 00000
		Attention:		Xxxxx X. Xxxxxxxx
		Telephone:		000-000-0000
		Facsimile:		000-000-0000]
		or

at such other address and to the attention of such other person as Partner Company may designate by written notice to Founder and Partner Company Stockholder.

Notices to Partner Company Stockholder shall be addressed to him/her:

		Xxxxxxx X. Xxxxxx
		[_____________________________]
		[_____________________________]
		Telephone:		[_________________]
		Facsimile:		[_________________]
		Email:		xxxxx@xxxxxxxxxxxxxxxx.xxx

or to such other address and to the attention of such other person as Partner Company Stockholder may designate by written notice to Founder and Partner Company (prior to consummation of the Transaction).

Section 14.9 Limitations on Assignments; Successors and Assigns.

No party to this Agreement may assign its rights or delegate its obligations under this Agreement prior to the Closing without the express prior written consent of the other parties to this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 14.10 Headings; Interpretation.

The section and article headings contained in this Agreement are inserted for convenience and reference only and will not affect the meaning or interpretation of this Agreement. For

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purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole and (d) the use of the masculine, feminine or neuter gender shall be deemed to include all three genders. Unless the context otherwise requires, references herein: (i) to Articles, Sections, Annexes, Partner Company Disclosure Schedule and Founder Disclosure Schedule mean the Articles and Sections of, the Annexes to, and Partner Company Disclosure Schedule and the Founder Disclosure Schedule delivered pursuant to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Each of the Annexes, Partner Company Disclosure Schedule and the Founder Disclosure Schedule shall be construed with and as an integral part of this Agreement to the same extent as if it were set forth verbatim herein at this juncture. All terms defined herein are equally applicable to both the singular and plural forms of such terms.

Section 14.11 Preamble and Recitals.

For the avoidance of doubt, the parties acknowledge and agree that the preamble to and recitals of this Agreement are hereby incorporated into, and made a part of, this Agreement.

Section 14.12 Amendments and Waivers.

This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each party against whom enforcement of any such modification or amendment is sought. Any party hereto may, only by an instrument in writing, waive compliance by the other parties hereto with any term or provision of this Agreement. The waiver by a party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

Section 14.13 Specific Performance.

The parties acknowledge that money damages would not be a sufficient remedy for any breach of this Agreement and that irreparable harm would result if this Agreement were not specifically enforced. Therefore, the rights and obligations of the parties under this Agreement shall be enforceable by a decree of specific performance issued by any arbitrator or court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

Section 14.14 Severability of Provisions.

If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner materially adverse to any party to this Agreement. Upon any such determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as practicable in an acceptable manner to the end that the Transaction is fulfilled to the maximum extent practicable.

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Section 14.15 Consent to Jurisdiction.

THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY OF WILMINGTON, DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREE THAT, EXCEPT WITH RESPECT TO THE MATTERS REFERENCED HEREIN WHERE DISPUTES SHALL BE RESOLVED BY NON-JUDICIAL PROCEEDINGS, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A COURT.

Section 14.16 Joint Preparation.

Founder, Partner Company and Partner Company Stockholder have jointly prepared this Agreement.

Section 14.17 Time.

Time is of the essence in the performance of this Agreement.

Section 14.18 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BROUGHT BY ANY PARTY HERETO ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION.

Section 14.19 Contemporaneous Effectiveness.

All acts and deliveries contemplated herein to be made at the Closing, regardless of chronological sequence, will be deemed to occur contemporaneously and simultaneously on the occurrence of the last act or delivery, and none of such acts or deliveries will be effective until the last of such acts or deliveries has occurred.

Section 14.20 Exercise of Rights and Remedies.

Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

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Section 14.21 Publicity.

Partner Company Stockholder agrees that, from the date hereof through the Closing, Partner Company Stockholder will not, and will not permit the Partner Company to, make a public release or statement concerning the Transaction without the prior consent of Founder. Founder agrees that, prior to the filing of the Registration Statement, Founder will not, and will not permit any of its affiliates to, make a public release or statement concerning the Transaction without the prior consent of Partner Company Stockholder.

Section 14.22 Remedies Cumulative.

No right, remedy or election given by any term of this Agreement shall be deemed exclusive but each shall be cumulative with all other rights, remedies and elections available at law or in equity.

[Signature Page Immediately Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

XXXXXX & XXXXXX GROUP, INC.
By:		/s/ Xxx X. Xxxxxxxxx
Name:		Xxx X. Xxxxxxxxx
Title:		Chief Executive Officer
INTERNATIONAL ENTERPRISES, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		President
PARTNER COMPANY STOCKHOLDER:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executing this Agreement exclusively for purposes of Section 12.3, 12.4, 12.5, 12.6 and 12.7:
RESTRICTED PERSONS:
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Executing this Agreement exclusively for purposes of Section 12.2, 12.4, 12.5, 12.6 and 12.7:
/s/ Xxx Xxxxxxxxx
Xxx Xxxxxxxxx

SIGNATURE PAGE TO COMBINATION AGREEMENT

ANNEX I

XXXXXX & XXXXXX GROUP, INC.

SECTION 351 EXCHANGE PLAN

The Board of Directors of Xxxxxx & Xxxxxx Group, Inc., a Delaware corporation organized on November 18, 2011 (“Founder”), has adopted this Section 351 Exchange Plan effective as of the date of Founder’s organization (“Exchange Plan”) pursuant to which the shareholders of Initial Founder, Combining Partner Company Stockholders and the purchasers of Founder Stock in the Founder’s initial underwritten public offering (“IPO”) (collectively, the “Contributors”) will, in a series of interrelated transactions (“Combinations”), exchange property (including capital stock of Initial Founder and Combining Partner Companies, other assets, and cash, hereinafter collectively referred to as the “Assets”) for Founder Stock representing “control” under Section 368(c) of the Internal Revenue Code of 1986, as amended (the “Code”) immediately following the final step of the Exchange Plan, and Founder will acquire the Assets, all in a manner that complies with the requirements of Section 351 of the Code and the rules and regulations promulgated thereunder. Each agreement governing a Combination and the Initial Founder Merger Agreement is incorporated into the Plan on the execution of such agreement. The Combinations constitute a series of interrelated and integrated transactions that will proceed with an expedition consistent with orderly procedure pursuant to the Exchange Plan which defines the rights of the Founder and the Contributors with respect to Combinations, all as more particularly set forth below:

WHEREAS, the steps of the Exchange Plan (the Combinations and the IPO) will occur substantially concurrently upon the consummation of the IPO;

NOW THEREFORE, in order to carryout out the Combinations, Founder may elect to exchange, as a part of the Exchange Plan, Founder Stock and other consideration, including cash, warrants, options and promissory notes, for such Assets as may be transferred to Founder by one or more of the following individuals and entities: (i) certain holders of capital stock of other corporations or other assets that may be acquired by Founder pursuant to the Combinations; (ii) certain other persons or entities who may assist Founder in the Combinations or in the development or marketing of its products; (iii) purchasers of Founder’s capital stock in the IPO; and (iv) certain other financial investors; and

FURTHERMORE, Founder, the shareholder of Initial Founder and each Combining Partner Company Stockholder intend (i) that his or her executed Combination Agreement is part of the Exchange Plan, (ii) that the Founder Stock he or she received in exchange for contribution of Assets to Founder shall, when added to the Founder Stock received by the other Contributors under the Exchange Plan, immediately after the completion of the Exchange Plan, constitute at least 80% of the total combined voting power of all classes of capital stock of Founder entitled to vote and at least 80% of the total number of shares of all other classes of capital stock of Founder), and (iii) that the Founder Stock received by the Contributors pursuant to the Exchange Plan shall qualify as Tax free within the provisions of Section 351 of the Code to the extent of the receipt of Founder Stock (excluding, however, any gain recognized solely by reason of Section 357(c) of the Code); and

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FURTHERMORE, Founder, the shareholder of Initial Founder and certain Combining Partner Company Stockholders intend that certain Combinations be structured to simultaneously qualify as a reorganization described in Section 368(a) of the Code as well as a Tax free exchange within the provision of Section 351 of the Code; and

FURTHERMORE, Initial Founder and each Combining Partner Company Stockholder (collectively, the “Signatory Contributors”) recognize that every Signatory Contributor is relying upon each other Signatory Contributor’s representations, warranties, covenants and agreements set forth below as a material inducement to its approval and adoption of this Exchange Plan. Accordingly, each Signatory Contributor, severally and not jointly, represents and warrants to and covenants and agrees with each other Signatory Contributor as follows:

1. The stock or other equity interests (collectively, the “Stock”) to be transferred to Founder in exchange for Founder Stock does not constitute “section 306 stock” within the meaning of Section 306(c) of the Code.

2. No portion of the Founder Stock received in a Combination shall be issued for services rendered or to be rendered for the benefit of the Founder.

3. The fair market value of Founder Stock, securities or other property to be received by each Signatory Contributor is approximately equal to the fair market value of the Stock to be transferred by each Signatory Contributor to Founder.

4. No Signatory Contributor has any contractual obligation, plan or intention to transfer, sell or otherwise dispose of the Founder Stock to be received in exchange for its Stock.

5. There is no indebtedness between Founder and any Combining Partner Company Stockholder, and no Indebtedness will be created in favor of Combining Partner Company Stockholder as a result of the transfer.

6. Each Combining Partner Company Stockholder agrees to cooperate with Founder and to take or refrain from taking all reasonably commercial actions requested by Founder to preserve Section 351 status of the Exchange Plan and unless otherwise required by applicable law, the Founder, the shareholder of Initial Founder and each Combining Partner Company Stockholder shall, for federal income tax purpose, report its receipt of Founder Stock pursuant to the Exchange Plan in a manner consistent with the intentions of the parties as stated in this Exchange Plan.

FURTHERMORE, it is the expectation of Founder that the parties to the Combinations and the IPO will contribute Assets to Founder in the approximate amounts to be set forth in the initial Registration Statement on Form S-1 to be prepared and filed by Founder as promptly as practicable with the Securities and Exchange Commission (“Initial Registration Statement”) in exchange for the voting capital stock, and other consideration, including cash, options, warrants and promissory notes of Founder, in the approximate amounts to be set forth in the Initial Registration Statement.

The shares of voting capital stock and other consideration, including cash, options, warrants and promissory notes of Founder, deliverable in the Combinations may be subject to

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adjustment in accordance with the various combination agreements between Founder and the contributing parties. This Exchange Plan shall not obligate any party to any Combination to consummate such Combination other than upon the terms of the definitive combination agreement to be executed by such party with respect to such Combination.

Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Combination Agreement to which this Exchange Plan is attached as Annex I.

By the execution of the combination agreement to which this Exchange Plan is attached as Annex I, each of the contributing parties referred to therein evidences such party’s agreement with and adoption of this Exchange Plan.

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ANNEX II

LIST OF EMPLOYEES

Xxxxx Xxxxxxxx

Xxx Xxxxxxxxx

Xxx Xxxxxxxxx

Xxxxx Xxxxx

Xxxx Xxxxxxxx

Xxxxxxx Xxxxxx

Xxxxx Xxxxxx

Xxx Xxxxxxx

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ANNEX III

FORM OF COMMERCIAL REAL ESTATE LEASES

Attached.

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