Unassociated Document


     

    
      Exhibit
        10.1

    

     

    


    
      	 
	 
	
               

               

               

              AGREEMENT
                AND PLAN OF MERGER

              AND
                INTERESTS PURCHASE AGREEMENT

               

              among

               

              FORTISSIMO
                ACQUISITION CORP.,

               

              FAC
                ACQUISITION SUB CORP.,

               

              PSYOP,
                INC.,

               

              PSYOP
                SERVICES, LLC,

               

              JUSTIN
                BOOTH-CLIBBORN, HEJUNG MARIE HYON, JUSTIN LANE, 

              KYLIE
                MATULICK, EBEN MEARS, ROBERT TODD MUELLER, SAMUEL SELINGER,
                

              MARCO
                SPIER AND CHRISTOPHER STAVES,

               

              and

               

              JUSTIN
                BOOTH-CLIBBORN, AS STOCKHOLDERS’ REPRESENTATIVE

               

               

               

              Dated
                as of January 15, 2008

               

               

               

            
	 
	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF
      CONTENTS

    

      
        	 	 	 	
                Page

              
	 	 	 	 
	
                Article
                  I.

              	
                DEFINITIONS

              	 	
                2

              
	
                Section
                  1.01.

              	
                Certain
                  Defined Terms

              	 	
                2

              
	
                Section
                  1.02.

              	
                Construction

              	 	
                12

              
	 	 	 	 
	
                Article
                  II.

              	
                THE
                  MERGERS; CONVERSION OF SECURITIES

              	 	
                12

              
	
                Section
                  2.01.

              	
                The
                  Merger; Effective Time of the Merger

              	 	
                12

              
	
                Section
                  2.02.

              	
                Closing

              	 	
                12

              
	
                Section
                  2.03.

              	
                Effect
                  of the Merger; Certificate of Incorporation; Bylaws; Directors
                  and
                  Officers of Surviving Corporation

              	 	
                12

              
	
                Section
                  2.04.

              	
                Merger
                  Consideration; Conversion of Company Common Stock and Company Class
                  B
                  Common Stock.

              	 	
                13

              
	
                Section
                  2.05.

              	
                Escrow

              	 	
                14

              
	
                Section
                  2.06.

              	
                Exchange
                  Procedures.

              	 	
                15

              
	
                Section
                  2.07.

              	
                [intentionally
                  omitted]

              	 	
                15

              
	
                Section
                  2.08.

              	
                Fractional
                  Shares

              	 	
                15

              
	
                Section
                  2.09.

              	
                Lost,
                  Stolen or Destroyed Certificates

              	 	
                15

              
	
                Section
                  2.10.

              	
                [intentionally
                  omitted]

              	 	
                16

              
	
                Section
                  2.11.

              	
                Stock
                  Transfer Books

              	 	
                16

              
	
                Section
                  2.12.

              	
                Certain
                  Adjustments

              	 	
                16

              
	
                Section
                  2.13.

              	
                Contingent
                  Consideration.

              	 	
                16

              
	
                Section
                  2.14.

              	
                Additional
                  Consideration.

              	 	
                17

              
	
                Section
                  2.15.

              	
                Stockholders’
                  Representative.

              	 	
                17

              
	
                Section
                  2.16.

              	
                Rule
                  145

              	 	
                19

              
	
                Section
                  2.17.

              	
                Purchase
                  of Blacklist.

              	 	
                19

              
	
                Section
                  2.18.

              	
                Upstream
                  Merger

              	 	
                19

              
	
                Section
                  2.19.

              	
                Resignation
                  of Directors

              	 	
                19

              
	 	 	 	 
	
                Article
                  III.

              	
                REPRESENTATIONS
                  AND WARRANTIES AS TO THE COMPANY AND BLACKLIST

              	 	
                20

              
	
                Section
                  3.01.

              	
                Organization
                  and Qualification; Subsidiaries.

              	 	
                20

              
	
                Section
                  3.02.

              	
                Certificate
                  of Incorporation and Bylaws

              	 	
                20

              
	
                Section
                  3.03.

              	
                Capitalization.

              	 	
                20

              
	
                Section
                  3.04.

              	
                Authority
                  Relative to this Agreement

              	 	
                21

              
	
                Section
                  3.05.

              	
                No
                  Conflicts; Required Filings and Consents.

              	 	
                21

              
	
                Section
                  3.06.

              	
                Permits;
                  Compliance with Laws

              	 	
                22

              
	
                Section
                  3.07.

              	
                Financial
                  Statements.

              	 	
                23

              
	
                Section
                  3.08.

              	
                Absence
                  of Certain Changes or Events

              	 	
                24

              
	
                Section
                  3.09.

              	
                Employee
                  and Labor Matters.

              	 	
                25

              
	
                Section
                  3.10.

              	
                Contracts

              	 	
                30

              
	
                Section
                  3.11.

              	
                Litigation

              	 	
                31

              
	
                Section
                  3.12.

              	
                Environmental
                  Matters

              	 	
                31

              
	
                Section
                  3.13.

              	
                Intellectual
                  Property.

              	 	
                32

              
	
                Section
                  3.14.

              	
                Taxes.

              	 	
                34

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  3.15.

              	
                Insurance

              	 	
                37

              
	
                Section
                  3.16.

              	
                Properties

              	 	
                37

              
	
                Section
                  3.17.

              	
                Affiliates

              	 	
                38

              
	
                Section
                  3.18.

              	
                Brokers

              	 	
                38

              
	
                Section
                  3.19.

              	
                Certain
                  Business Practices

              	 	
                38

              
	
                Section
                  3.20.

              	
                Accounts
                  Receivable

              	 	
                39

              
	
                Section
                  3.21.

              	
                Customers
                  and Suppliers

              	 	
                39

              
	
                Section
                  3.22.

              	
                Corporate
                  Approvals

              	 	
                39

              
	
                Section
                  3.23.

              	
                Proxy
                  Statement

              	 	
                39

              
	
                Section
                  3.24.

              	
                Grants,
                  Incentives and Subsidies

              	 	
                39

              
	
                Section
                  3.25.

              	
                Bank
                  Accounts

              	 	
                39

              
	
                Section
                  3.26.

              	
                Books
                  and Records

              	 	
                40

              
	
                Section
                  3.27.

              	
                Privacy
                  and Data Security

              	 	
                40

              
	
                Section
                  3.28.

              	
                Stockholder
                  Approval and Member Approval

              	 	
                40

              
	
                Section
                  3.29.

              	
                Representations
                  and Warranties Complete

              	 	
                40

              
	 	 	 	 
	
                Article
                  IV.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE STOCKHOLDERS AND HOLDERS OF THE MEMBERSHIP
                  INTERESTS

              	 	
                40

              
	
                Section
                  4.01.

              	
                Authorization
                  of Agreements, Etc.

              	 	
                41

              
	
                Section
                  4.02.

              	
                Validity

              	 	
                41

              
	
                Section
                  4.03.

              	
                Title
                  to Shares / Membership Interests

              	 	
                41

              
	
                Section
                  4.04.

              	
                Brokers

              	 	
                42

              
	
                Section
                  4.05.

              	
                Accredited
                  Investor or Non-U.S. Person

              	 	
                42

              
	
                Section
                  4.06.

              	
                Interested
                  Party Transactions.

              	 	
                42

              
	
                Section
                  4.07.

              	
                Tax
                  Treatment of the Merger

              	 	
                42

              
	
                 

              	 	 	 
	
                Article
                  V.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF PARENT

              	 	
                42

              
	
                Section
                  5.01.

              	
                Organization
                  and Qualification; Subsidiaries

              	 	
                42

              
	
                Section
                  5.02.

              	
                Capitalization.

              	 	
                43

              
	
                Section
                  5.03.

              	
                Authority
                  Relative to this Agreement

              	 	
                43

              
	
                Section
                  5.04.

              	
                No
                  Conflict; Required Filings and Consents.

              	 	
                43

              
	
                Section
                  5.05.

              	
                Board
                  Approval

              	 	
                44

              
	
                Section
                  5.06.

              	
                Trust
                  Fund

              	 	
                44

              
	
                Section
                  5.07.

              	
                Subsidiaries.

              	 	
                44

              
	
                Section
                  5.08.

              	
                Compliance

              	 	
                45

              
	
                Section
                  5.09.

              	
                SEC
                  Filings; Financial Statements.

              	 	
                45

              
	
                Section
                  5.10.

              	
                No
                  Undisclosed Liabilities

              	 	
                46

              
	
                Section
                  5.11.

              	
                Absence
                  of Certain Changes or Events

              	 	
                46

              
	
                Section
                  5.12.

              	
                Litigation

              	 	
                47

              
	
                Section
                  5.13.

              	
                Employee
                  Benefit Plans

              	 	
                47

              
	
                Section
                  5.14.

              	
                Labor
                  Matters

              	 	
                47

              
	
                Section
                  5.15.

              	
                Business
                  Activities

              	 	
                47

              
	
                Section
                  5.16.

              	
                Title
                  to Property

              	 	
                47

              
	
                Section
                  5.17.

              	
                Taxes.

              	 	
                47

              
	
                Section
                  5.18.

              	
                Environmental
                  Matters

              	 	
                48

              
	
                Section
                  5.19.

              	
                Brokers

              	 	
                48

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  5.20.

              	
                Intellectual
                  Property

              	 	
                48

              
	
                Section
                  5.21.

              	
                Agreements,
                  Contracts and Commitments.

              	 	
                48

              
	
                Section
                  5.22.

              	
                Insurance

              	 	
                49

              
	
                Section
                  5.23.

              	
                Interested
                  Party Transactions

              	 	
                49

              
	
                Section
                  5.24.

              	
                Indebtedness

              	 	
                49

              
	
                Section
                  5.25.

              	
                Over-the-Counter
                  Bulletin Board Quotation

              	 	
                49

              
	
                Section
                  5.26.

              	
                Governmental
                  Filings

              	 	
                49

              
	
                Section
                  5.27.

              	
                Representations
                  and Warranties Complete

              	 	
                50

              
	
                 

              	 	 	 
	
                Article
                  VI.

              	
                COVENANTS

              	 	
                50

              
	
                Section
                  6.01.

              	
                Conduct
                  of Business by the Company Pending the Closing

              	 	
                50

              
	
                Section
                  6.02.

              	
                Notices
                  of Certain Events

              	 	
                52

              
	
                Section
                  6.03.

              	
                Access
                  to Information; Confidentiality.

              	 	
                53

              
	
                Section
                  6.04.

              	
                No
                  Solicitation of Transactions.

              	 	
                53

              
	
                Section
                  6.05.

              	
                Further
                  Action; Consents; Filings.

              	 	
                54

              
	
                Section
                  6.06.

              	
                Certain
                  Tax Matters.

              	 	
                54

              
	
                Section
                  6.07.

              	
                Public
                  Announcements

              	 	
                57

              
	
                Section
                  6.08.

              	
                Proxy
                  Statement; Parent Stockholders’ Meeting.

              	 	
                58

              
	
                Section
                  6.09.

              	
                Other
                  Actions.

              	 	
                59

              
	
                Section
                  6.10.

              	
                Required
                  Information

              	 	
                60

              
	
                Section
                  6.11.

              	
                Listing

              	 	
                61

              
	
                Section
                  6.12.

              	
                Registration

              	 	
                61

              
	
                Section
                  6.13.

              	
                No
                  Claim Against Trust Fund

              	 	
                61

              
	
                Section
                  6.14.

              	
                No
                  Securities Transactions

              	 	
                61

              
	
                Section
                  6.15.

              	
                Disclosure
                  of Certain Matters

              	 	
                61

              
	
                Section
                  6.16.

              	
                Company
                  Actions

              	 	
                62

              
	
                Section
                  6.17.

              	
                Stockholder
                  Restrictions

              	 	
                62

              
	
                Section
                  6.18.

              	
                Upstream
                  Merger

              	 	
                62

              
	
                Section
                  6.19.

              	
                Proxy
                  Statement

              	 	
                62

              
	
                Section
                  6.20.

              	
                83(b)
                  Elections

              	 	
                62

              
	
                Section
                  6.21.

              	
                Operations
                  in Israel

              	 	
                62

              
	
                Section
                  6.22.

              	
                Dividend
                  Payment

              	 	
                62

              
	
                Section
                  6.23.

              	
                280G
                  Approval

              	 	
                63

              
	
                 

              	 	 	 
	
                Article
                  VII.

              	
                STOCK
                  MATTERS

              	 	
                63

              
	
                Section
                  7.01.

              	
                Transfer
                  of Shares

              	 	
                63

              
	
                Section
                  7.02.

              	
                Restricted
                  Securities, Stock Certificate Legend

              	 	
                64

              
	
                Section
                  7.03.

              	
                Reservation
                  of Stock

              	 	
                64

              
	
                Section
                  7.04.

              	
                No
                  Stockholder Rights

              	 	
                64

              
	
                Section
                  7.05.

              	
                Compliance
                  with Law or Stock Exchange

              	 	
                64

              
	
                 

              	 	 	 
	
                Article
                  VIII.

              	
                CONDITIONS
                  PRECEDENT

              	 	
                65

              
	
                Section
                  8.01.

              	
                Conditions
                  Precedent to the Obligations of Each Party

              	 	
                65

              
	
                Section
                  8.02.

              	
                Conditions
                  Precedent to the Obligation of Parent

              	 	
                65

              
	
                Section
                  8.03.

              	
                Conditions
                  Precedent to the Obligations of the Company and the
                  Stockholders

              	 	
                67

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Article
                  IX.

              	
                INDEMNIFICATION

              	 	
                68

              
	
                Section
                  9.01.

              	
                Survival
                  of Representations and Warranties

              	 	
                68

              
	
                Section
                  9.02.

              	
                Tax
                  Indemnity.

              	 	
                69

              
	
                Section
                  9.03.

              	
                General
                  Indemnity.

              	 	
                70

              
	
                Section
                  9.04.

              	
                Conditions
                  of Indemnification

              	 	
                70

              
	
                Section
                  9.05.

              	
                Threshold
                  for Damages

              	 	
                71

              
	
                Section
                  9.06.

              	
                Escrow
                  Funds

              	 	
                72

              
	
                Section
                  9.07.

              	
                Exclusive
                  Remedy

              	 	
                72

              
	
                 

              	 	 	 
	
                Article
                  X.

              	
                TERMINATION
                  AND ABANDONMENT

              	 	
                72

              
	
                Section
                  10.01.

              	
                Termination

              	 	
                72

              
	
                Section
                  10.02.

              	
                Procedure
                  and Effect of Termination.

              	 	
                73

              
	
                 

              	 	 	 
	
                Article
                  XI.

              	
                MISCELLANEOUS

              	 	
                74

              
	
                Section
                  11.01.

              	
                Expenses,
                  Etc.

              	 	
                74

              
	
                Section
                  11.02.

              	
                Notices

              	 	
                74

              
	
                Section
                  11.03.

              	
                Waivers

              	 	
                76

              
	
                Section
                  11.04.

              	
                Amendments,
                  Supplements, Etc

              	 	
                76

              
	
                Section
                  11.05.

              	
                Other
                  Remedies; Specific Performance

              	 	
                76

              
	
                Section
                  11.06.

              	
                Governing
                  Law; Submission to Jurisdiction

              	 	
                76

              
	
                Section
                  11.07.

              	
                Waiver
                  of Jury Trial

              	 	
                77

              
	
                Section
                  11.08.

              	
                Headings;
                  Interpretation

              	 	
                77

              
	
                Section
                  11.09.

              	
                Counterparts

              	 	
                77

              
	
                Section
                  11.10.

              	
                Entire
                  Agreement

              	 	
                77

              
	
                Section
                  11.11.

              	
                Binding
                  Effect; Benefits

              	 	
                77

              
	
                Section
                  11.12.

              	
                Assignability

              	 	
                77

              
	
                Section
                  11.13.

              	
                Severability

              	 	
                77

              


      

    

    

      
        	
                EXHIBITS

              	 
	 	 
	
                Exhibit
                  A

              	
                Contingent
                  Consideration

              
	
                Exhibit
                  B 

              	
                Forms
                  of Employment Agreement

              
	
                Exhibit
                  C

              	
                Form
                  of Escrow Agreement

              
	
                Exhibit
                  D

              	
                Form
                  of Opinion of Counsel to the Company

              
	
                Exhibit
                  E

              	
                Form
                  of Proprietary Rights, Non-Disclosure, Developments, Non- Competition
                  and
                  Non- Solicitation Agreement

              
	
                Exhibit
                  F

              	
                Form
                  of Lock-Up and Trading Restriction Agreement

              
	
                Exhibit
                  G

              	
                Form
                  of Restricted Stock Agreement

              
	
                Exhibit
                  H

              	
                Form
                  of Opinion of Counsel to Parent

              
	
                 

              	 
	 	 
	
                SCHEDULES

              	 
	 	 
	
                Schedule
                  I

              	
                Stockholders
                  of Psyop, Inc.

              
	
                Schedule
                  II

              	
                Members
                  of Psyop Services, LLC

              
	
                Schedule
                  6.06(i)

              	
                Allocation
                  Schedule

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    AGREEMENT
      AND PLAN OF MERGER

    AND
      INTERESTS PURCHASE AGREEMENT

     

    AGREEMENT
      AND PLAN OF MERGER AND INTERESTS PURCHASE AGREEMENT,
      dated
      as of January 15, 2008 (the “Agreement”),
      among
      FORTISSIMO ACQUISITION CORP., a Delaware corporation (“Parent”);
      FAC
      ACQUISITION SUB CORP., a New York corporation and a wholly-owned subsidiary
      of
      Parent (“Merger
      Sub”);
      PSYOP, INC., a New York corporation (the “Company”);
      PSYOP
      SERVICES, LLC, dba Blacklist (“Blacklist”);
      JUSTIN BOOTH-CLIBBORN, HEJUNG MARIE HYON, JUSTIN LANE, KYLIE MATULICK,
      EBEN MEARS, ROBERT TODD MUELLER, SAMUEL SELINGER, MARCO SPIER AND
      CHRISTOPHER STAVES (individually, a “Stockholder”
and
      collectively, the “Stockholders”);
      and
      JUSTIN BOOTH-CLIBBORN (the “Stockholders’
      Representative”)
      as
      agent and attorney-in-fact for each Stockholder.

     

    RECITALS

     

    WHEREAS,
      upon the terms and subject to the conditions of this Agreement and in accordance
      with the General Corporation Law of the State of Delaware (the “DGCL”)
      and
      the Business Corporation Law of the State of New York (the “BCL”),
      the
      parties hereto intend to enter into a business combination
      transaction;

     

    WHEREAS,
      Parent, Merger Sub and the Company intend to effect a merger (the “Subsidiary
      Merger”)
      of the
      Merger Sub with and into the Company in accordance with this Agreement and
      the
      BCL with the Company to be the surviving corporation of the Subsidiary Merger
      (the “Surviving
      Corporation”),
      which
      Subsidiary Merger will be followed, as soon as reasonably practicable, by a
      merger of the Surviving Corporation with and into Parent (the “Upstream
      Merger”).
      It is
      intended that the Subsidiary Merger and the Upstream Merger (collectively,
      the
“Mergers”)
      be
      mutually interdependent, that the effectuation of the Subsidiary Merger be
      a
      condition precedent to the Upstream Merger and that the Upstream Merger shall,
      through the binding commitment evidenced by Section 6.18, be effected as soon
      as
      practicable following the Effective Time (as defined below) without further
      approval, authorization or direction from or by any of the parties
      hereto;

     

    WHEREAS,
      the boards of directors of each of Parent, the Company and Merger Sub believe
      it
      is advisable, fair to and in the best interests of their respective corporations
      and their stockholders that the Company and Merger Sub effectuate the Subsidiary
      Merger and that the Surviving Corporation and Parent effectuate the Upstream
      Merger, and, in furtherance thereof, have approved the Subsidiary Merger, the
      Upstream Merger, this Agreement and the transactions contemplated hereby and
      the
      board of directors of the Company has determined to recommend that its
      stockholders adopt this Agreement;

     

    WHEREAS,
      pursuant to the Subsidiary Merger, the Company Common Stock (as defined below)
      and the Company Class B Common Stock (as defined below) shall be converted
      into
      the right to receive cash and Parent Common Stock (as defined below) in the
      amounts, on the terms and subject to the conditions set forth
      herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
      the members of Blacklist desire to sell, assign and transfer to Parent and
      Parent desires to purchase from the members of Blacklist (the “Interests
      Purchase”)
      all of
      the membership interests of Blacklist, as are set forth on Schedule II (the
      “Membership
      Interests”),
      in
      exchange for a cash payment in the amounts, on the terms and subject to the
      conditions set forth herein;

     

    WHEREAS,
      Parent, Merger Sub, the Company, Blacklist and the Stockholders desire to make
      certain representations and warranties and other agreements in connection with
      the Mergers and the Interests Purchase;

     

    WHEREAS,
      as a condition and inducement to Parent and Merger Sub entering into this
      Agreement, each Identified Employee (as defined below), concurrently with the
      execution and delivery of this Agreement, is entering into an employment
      agreement in the form of Exhibit
      B
      hereto
      (the “Employment
      Agreement”),
      dated
      as of the date of this Agreement, which shall be subject to the consummation
      of
      the Subsidiary Merger and shall become effective at the Effective Time (as
      defined below); 

     

    WHEREAS,
      for United States federal income tax purposes, it is intended that the
      Subsidiary Merger and the Upstream Merger, considered together as a single
      integrated transaction for United States federal income tax purposes, shall
      qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the
      Code;

     

    NOW,
      THEREFORE, in consideration of the premises, covenants and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereby agree as
      follows:

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    Section
      1.01.    Certain
      Defined Terms.
      Unless
      the context otherwise requires, the following terms, when used in this
      Agreement, shall have the respective meanings specified below (such meanings
      to
      be equally applicable to the singular and plural forms of the terms
      defined):

     

    “Additional
      Consideration”
      has the
      meaning set forth in Section 2.14(b).

     

    “Additional
      Cash Consideration Amount”
means
      $3,333,333 if Parent calls the Warrants for redemption and means $2,666,666
      if
      Parent does not call the Warrants for redemption.

     

    “Additional
      Stock Consideration Amount”
means
      $6,666,667 if Parent calls the Warrants for redemption and means $5,333,334
      if
      Parent does not call the Warrants for redemption. 

     

    “Affiliate”
      means,
      with respect to any Person, any other Person that controls, is controlled by
      or
      is under common control with the first Person.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Agreement”
      has the
      meaning set forth in the preamble hereto.

     

    “Allocation
      Schedule”
      has the
      meaning set forth in Section 6.06(i).

     

    “Annual
      Contingent Consideration Period” means
      each of the three fiscal years ending December 31, 2008, December 31, 2009
      and
      December 31, 2010.

     

    “Assets”
      means
      all the properties, assets and contract rights (including, without limitation,
      cash, cash equivalents, accounts receivable, inventory, equipment, office
      furniture and furnishings, trade names, trademarks and patents, contracts,
      agreements, licenses and real estate) of the Company, whether tangible or
      intangible, real, personal or mixed.

     

    “BCL”
      has the
      meaning set forth in the recitals.

     

    “Benefit
      Plan”
      means
      any “employee benefit plan” as defined in ERISA Section 3(3), whether or
      not subject to ERISA, Section 102 Plans, and any other employee benefit plan,
      policy, arrangement or individual agreement, sponsored, maintained or
      contributed to by the Company or Blacklist on behalf of any employee, officer,
      director, stockholder or service provider of the Company or Blacklist (whether
      current, former or retired) or their beneficiaries or with respect to which
      the
      Company or Blacklist has or could reasonably be expected to have any obligation
      or liability.

     

    “Blacklist” has
      the
      meaning set forth in the preamble hereto.

     

    “Blacklist
      Assets”
      has the
      meaning set forth in the Section 6.06(i). 

     

    “Blacklist
      Interests Amount”
      means
      $3,800,000.

     

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

     

    “Cash
      Contingent Consideration” has
      the
      meaning set forth in Section 2.13(b).

     

    “Cash
      Escrow Amount”
      means
      One Million Fourteen Thousand Eight Dollars ($1,014,008) to be deposited with
      the Escrow Agent to be held in escrow subject to the terms and conditions of
      the
      Escrow Agreement. 

     

    “Cash
      Merger Consideration”
      means
      $6,340,079.

     

    “Cash
      Ratio”
      means
      one-third.

     

    “Certificate
      of Merger”
      has the
      meaning set forth in Section 2.01.

     

    “Certificates”
      has the
      meaning set forth in Section 2.06(b).

     

    “Closing”
      has the
      meaning set forth in Section 2.02.

     

    “Closing
      Date”
      has the
      meaning set forth in Section 2.02.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Closing
      Price”
      shall be
      equal to the last
      quoted bid price of a share of Parent Common Stock on the OTC Bulletin Board
      on
      the trading date immediately preceding the Closing Date or the date of other
      issuances of Parent Common Stock pursuant to the terms of this
      Agreement.

     

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

     

    “Combined
      Financial Statements”
has
      the
      meaning set forth in Section 3.07(a).

     

    “Company”
      has the
      meaning set forth in the preamble hereto.

     

    “Company
      Capital Stock”
      means
      the Company Common Stock and the Company Class B Common Stock, taken
      together.

     

    “Company
      Class B Common Stock”
      has the
      meaning set forth in Section 3.03.

     

    “Company
      Common Stock”
      has the
      meaning set forth in Section 3.03.

     

    “Company
      Disclosure Schedule”
      means
      the disclosure schedule delivered by the Company to Parent prior to the
      execution of this Agreement and forming a part hereof.

     

    “Company
      Intellectual Property”
      means
      all patents (including, without limitation, all U.S. and foreign patents, patent
      applications, patent disclosures, and any and all divisions, continuations,
      continuations-in-part, reissues, re-examinations and extensions thereof), design
      rights, trademarks, trade names and service marks (whether or not registered),
      trade dress, Internet domain names, copyrights (whether or not registered)
      and
      any renewal rights therefor, sui
      generis
      database
      rights, statistical models, technology, inventions, supplier lists, trade
      secrets, know-how, computer software programs or applications in both source
      and
      object code form, databases, technical documentation of such software programs,
      registrations and applications for any of the foregoing and all other tangible
      or intangible proprietary information or materials that were material to the
      Company’s business or are currently used in the Company’s business in any
      product, technology or process (i) currently being or formerly manufactured,
      published or marketed by the Company or (ii) previously or currently under
      development for possible future manufacturing, publication, marketing or other
      use by the Company.

     

    “Company
      Licensed Intellectual Property”
      has the
      meaning set forth in Section 3.13(b).

     

    “Company
      Material Adverse Effect”
      means
      any change in or effect on (i) the business of the Company that, individually
      or
      in the aggregate (taking into account all other such changes or effects), is,
      or
      is reasonably likely to be, materially adverse to the business, assets,
      liabilities, financial condition or results of operations of the Company, or
      (ii) the ability of the Company to perform its obligations under this Agreement
      and any other Transaction Document to which it is a party or to consummate
      the
      Mergers or the other transactions contemplated by this Agreement or any other
      Transaction Document to which it is a party.

     

    “Company
      Permits”
      has the
      meaning set forth in Section 3.06.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Company
      Software Programs” has
      the
      meaning set forth in Section 3.13(f).

     

    “Company
      Subsidiary”
      has the
      meaning set forth in Section 3.01(a).

     

    “Competing
      Transaction”
      means
      any of the following involving the Company or Blacklist (other than the
      transactions contemplated by this Agreement):

     

    (i)  any
      merger, consolidation, share exchange, business combination or other similar
      transaction;

     

    (ii)  any
      sale,
      lease, exchange, mortgage, pledge, transfer or other disposition of 20% or
      more
      of the Assets of the Company and its Subsidiaries, taken as a whole, in a single
      transaction or series of transactions, or any sale, lease, exchange, mortgage,
      pledge, transfer or other disposition of 20% or more of the Assets of Blacklist;
      

     

    (iii)  any
      Person having acquired beneficial ownership or the right to acquire beneficial
      ownership of, or any “group” (as such term is defined under Section 13(d)
      of the Exchange Act) having been formed that beneficially owns or has the right
      to acquire beneficial ownership of, 20% or more of the outstanding voting
      securities of the Company or of Blacklist; or

     

    (iv)  any
      public announcement of a proposal, plan or intention to do any of the foregoing
      or any agreement to engage in any of the foregoing.

     

    “Confidentiality
      Agreement”
      means
      the Confidentiality and Non Disclosure Agreement dated June 11, 2007 between
      Parent and the Company.

     

    “Consolidated
      Financial Statements”
      has the
      meaning set forth in Section 3.07(b).

     

    “Contingent
      Consideration” has
      the
      meaning set forth in Section 2.13(b).

     

    “Contracts”
means,
      with respect to any Person, all agreements, undertakings, contracts,
      obligations, arrangements, promises, understandings and commitments (whether
      written or oral and whether express or implied) to which such Person is a
      party.

     

    “Damages”
      has the
      meaning set forth in Section 9.03(a).

     

    “Defaulting
      Party”
      has the
      meaning set forth in Section 10.01(b).

     

    “DGCL”
      has the
      meaning set forth in the recitals.

     

    “$”
      means
      United States Dollars.

     

    “EBITDA
      Ratio”
      means
      one-half.

     

    “Effective
      Time”
      has the
      meaning set forth in Section 2.01.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Employment
      Agreements”
      means
      those Employment Agreements with the Identified Employees, executed as part
      of
      the transactions contemplated hereby.

     

    “Environmental
      Law”
      means
      any Law and any enforceable judicial or administrative interpretation thereof,
      including any judicial or administrative order, consent decree or judgment,
      relating to pollution or protection of the environment or natural resources,
      including, without limitation, those relating to the use, handling,
      transportation, treatment, storage, disposal, release or discharge of Hazardous
      Material, as in effect as of the date hereof.

     

    “Environmental
      Permit”
      means
      any permit, approval, identification number, license or other authorization
      required under or issued pursuant to any applicable Environmental
      Law.

     

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

     

    “Escrow
      Agent” means
      a
      reputable escrow agent to be appointed by Parent, subject to the approval of
      the
      Company, which approval shall not unreasonably be withheld. 

     

    “Escrow
      Agreement”
      means
      the Escrow Agreement substantially in the form attached hereto as Exhibit
      C
      to be
      entered into as of the Closing among Parent, the Stockholders’ Representative
      and the Escrow Agent. 

     

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

     

    “Expenses”
      means,
      with respect to any party hereto, all out-of-pocket expenses (including, without
      limitation, all fees and expenses of counsel, accountants, investment bankers,
      experts and consultants to a party hereto and its Affiliates) incurred by such
      party or on its behalf in connection with or related to the authorization,
      preparation, negotiation, execution and performance of its obligations pursuant
      to this Agreement and the consummation of the transactions contemplated by
      this
      Agreement, and all other matters related to the transactions contemplated
      hereby.

     

    “GAAP”
      means
      generally accepted accounting principles in the United States of America as
      in
      effect as of the date hereof.

     

    “Governmental
      Actions/Filing”
      means
      any franchise, license, certificate of compliance, authorization, consent,
      order, permit, approval, consent or other action of, or any filing, registration
      or qualification with, any federal, state, municipal, foreign or other
      governmental, administrative or judicial body, agency or authority.

     

    “Governmental
      Entity”
      means
      any United States Federal, state or local or any foreign governmental,
      regulatory or administrative authority, agency or commission or any court,
      tribunal or arbitral body.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Hazardous
      Material”
      means
      (i) any petroleum, petroleum products, by-products or breakdown products,
      radioactive materials, asbestos-containing materials or polychlorinated
      biphenyls or (ii) any chemical, material or substance defined or regulated
      as
      toxic or hazardous or as a pollutant or contaminant or waste under any
      applicable Environmental Law.

     

    “Identified
      Employees”
      has the
      meaning set forth in Section 8.02(h).

     

    “indemnified
      party”
      has the
      meaning set forth in Section 9.04. 

     

    “indemnifying
      party”
      has the
      meaning set forth in Section 9.04.

     

    “Intellectual
      Property”
      means
      (a) trade secrets, inventions, know-how and processes, (b) patents
      (including all reissues, divisions, continuations and extensions thereof) and
      patent applications, (c) trademarks, trademark registrations, trademark
      applications, service marks, service mark registrations and service mark
      applications, (d) copyright registrations and copyright applications, and
      (e) domain names.

     

    “Interests
      Purchase”
      has the
      meaning set forth in the recitals.

     

    “IRS”
      means
      the United States Internal Revenue Service.

     

    “Knowledge”
      and
      words of similar import mean, with respect to the Company or Blacklist, the
      actual knowledge, after due inquiry, of Justin Booth-Clibborn, Eben Mears or
      Sandy Selinger; and, with respect to Parent, the actual knowledge, after due
      inquiry, of Eli Blatt, Yuval Cohen or Marc Lesnick.

     

    “Law”
      means
      any Federal, state, foreign or local statute, law, ordinance, regulation, rule,
      code, order, judgment, decree, other requirement or rule of law of the United
      States or any other jurisdiction, and any other similar act or law.

     

    “Legal
      Requirements”
      means
      any federal, state, local, municipal, foreign or other law, statute,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, rule, regulation, ruling or requirement issued, enacted, adopted,
      promulgated, implemented or otherwise put into effect by or under the authority
      of any Governmental Entity.

     

    “Liability”
      means
      any and all claims, debts, liabilities, obligations and commitments of whatever
      nature, whether asserted or reasonably expected to be asserted, fixed, absolute
      or contingent, matured or unmatured, accrued or unaccrued, liquidated or
      unliquidated or due or to become due, and whenever or however arising (including
      those arising out of any Contract or tort, whether based on negligence, strict
      liability or otherwise) regardless of whether the same would be required by
      GAAP
      to be reflected as a liability in financial statements or disclosed in the
      notes
      thereto.

     

    “License
      Agreement”
      has the
      meaning set forth in Section 3.13(b).

     

    “Lien”
      means
      any charge, claim, community property interest, condition, easement, covenant,
      contract, commitment, warrant, demand, encumbrance, equitable interest, lien,
      mortgage, option, purchase right, pledge, security interest, right of first
      refusal, or other rights of third parties or restriction of any kind, including
      without limitation any restriction on use, voting, transfer, receipt of income,
      or exercise of any other attribute of ownership.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Lock-Up
      and Trading Restriction Agreement”
      has the
      meaning set forth in Section 8.02(m). 

     

    “Material
      Contract”
      and
“Material
      Contracts”
      have the
      meaning set forth in Section 3.10.

     

    “Maximum
      EBITDA Contingent Cash”
      means,
      with respect to each Annual Contingent Consideration Period, the product of
      (i)
      1.25 and (ii) the Target Contingent Consideration for such Annual Contingent
      Consideration Period and (iii) the Cash Ratio and (iv) the EBITDA
      Ratio.

     

    “Maximum
      EBITDA Contingent Stock”
      means,
      with respect to each Annual Contingent Consideration Period, the quotient of
      (A)
      the product of (i) 1.25 and (ii) the Target Contingent Consideration for such
      Annual Contingent Consideration Period and (iii) the Stock Ratio and (iv) the
      EBITDA Ratio, divided by (B) the Trailing Closing Average Price.

     

    “Maximum
      Revenue Contingent Cash”
      means,
      with respect to each Annual Contingent Consideration Period, the product of
      (i)
      1.25 and (ii) the Target Contingent Consideration for such Annual Contingent
      Consideration Period and (iii) the Cash Ratio and (iv) the Revenue
      Ratio.

     

    “Maximum
      Revenue Contingent Stock”
      means,
      with respect to each Annual Contingent Consideration Period, the quotient of
      (A)
      the product of (i) 1.25 and (ii) the Target Contingent Consideration for such
      Annual Contingent Consideration Period and (iii) the Stock Ratio and (iv) the
      Revenue Ratio, divided by (B) the Trailing Closing Average Price.

     

    “Membership
      Interests”
      has the
      meaning set forth in the recitals.

     

    “Merger
      Consideration”
      has the
      meaning set forth in Section 2.04(a).

     

    “Merger
      Consideration Allocation Certificate”
      has the
      meaning set forth in Section 2.04(f).

     

    “Merger
      Form 8-K”
      has the
      meaning set forth in Section 6.09(a).

     

    “Merger
      Sub”
      has the
      meaning set forth in the preamble hereto.

     

    “Mergers”
has
      the
      meaning set forth in the recitals.

     

    “NASD”
      has the
      meaning set forth in Section 5.25. 

     

    “Organizational
      Documents”
      has the
      meaning set forth in Section 3.02.

     

    “OTC
      BB”
      has the
      meaning set forth in Section 5.25. 

     

    “Other
      Filings”
      has the
      meaning set forth in Section 6.08(a).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Parent”
      has the
      meaning set forth in the preamble hereto.

     

    “Parent
      Common Stock”
      means
      common stock, par value $0.0001 per share, of Parent.

     

    “Parent
      Contracts”
      has the
      meaning set forth in Section 5.21(a). 

     

    “Parent
      Indemnified Group”
      has the
      meaning set forth in Section 9.02(a).

     

    “Parent
      Material Adverse Effect”
      means
      any change in or effect on the business of Parent that, individually or in
      the
      aggregate (taking into account all other such changes or effects), is, or is
      reasonably likely to be, materially adverse to (i) the business, assets,
      liabilities, financial condition or results of operations of Parent, or (ii)
      the
      ability of Parent to perform its obligations under this Agreement and any other
      Transaction Document to which it is a party or to consummate the Mergers or
      the
      other transactions contemplated by this Agreement or any other Transaction
      Document to which it is a party.

     

    “Parent
      SEC Reports”
has
      the
      meaning set forth in Section 5.09(a). 

     

    “Parent
      Stockholder Approval”
      has the
      meaning set forth in Section 6.08(a).

     

    “Parent
      Stockholders’ Meeting”
      has the
      meaning set forth in Section 3.23.

     

    “Parent
      Subsidiaries”
      has the
      meaning set forth in Section 5.01.

     

    “party
      to be indemnified”
      has the
      meaning set forth in Section 9.04. 

     

    “Per
      Share Merger Consideration”
      means
      the Merger Consideration divided by the number of shares of capital stock of
      the
      Company on a fully diluted basis immediately prior to the Effective Time.


     

    “Person”
      means an
      individual, corporation, partnership, private company, limited partnership,
      limited liability company, limited liability partnership, syndicate, person
      (including, without limitation, a “person” as defined in Section 13(d)(3)
      of the Exchange Act), trust, association, entity or government or political
      subdivision, agency or instrumentality of a government.

     

    “Plan”
      means
      any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) or any
“employee welfare benefit plan” (as defined in Section 3(1) of
      ERISA).  

     

    “Press
      Release”
      has the
      meaning set forth in Section 6.09(a).

     

    “Privacy
      Laws”
      has the
      meaning set forth in Section 3.27.

     

    “Proxy
      Statement”
      has the
      meaning set forth in Section 3.23.

     

    “Record
      Date”
      has the
      meaning set forth in Section 2.11.

     

    “Registrable
      Shares”
      has the
      meaning set forth in Section 6.12.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “Registration
      Statement”
      has the
      meaning set forth in Section 6.12.

     

    “Related
      Costs”
      has the
      meaning set forth in Section 9.02(a).

     

    “Representatives”
      has the
      meaning set forth in Section 6.03.

     

    “Restricted
      Stock Agreements”
mean
      the Restricted Stock Agreements entered into as of the Effective Date between
      the Parent and each Stockholder pursuant to which a portion of the shares
      received by each Stockholder as Stock Contingent Consideration are subject
      to
      forfeiture if the conditions established in the Restricted Stock Agreement
      are
      not satisfied.  

     

    “Revenue
      Ratio”
      means
      one-half.

     

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

     

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

     

    “Stockholder”
      and
“Stockholders”
      have the
      meaning set forth in the preamble hereto.

     

    “Stockholders’
      Representative”
      has the
      meaning set forth in the preamble hereto and in Section 2.15(a).

     

    “Stock
      Contingent Consideration”
      has the
      meaning set forth in Section 2.13(a). 

     

    “Stock
      Escrow Amount”
      means
      333,794 shares of Parent Common Stock, which number of shares shall be deposited
      with the Escrow Agent to be held in escrow, subject to the terms and conditions
      of the Escrow Agreement. 

     

    “Stock
      Merger Consideration”
      3,337,941 shares of Parent Common Stock. 

     

    “Stock
      Ratio”
      means
      two-thirds.

     

    “Subsidiary”
      means,
      with respect to any Person, any corporation, private company, partnership,
      limited partnership, limited liability company, limited liability partnership,
      joint venture or other legal entity of which such Person (either alone or
      through or together with any other subsidiary of such Person) owns, directly
      or
      indirectly, a majority of the stock or other equity interests.

     

    “Subsidiary
      Merger”
      has the
      meaning set forth in the recitals and in Section 2.01.

     

    “Surviving
      Corporation”
      has the
      meaning set forth in Section 2.03.

     

    “Target
      Contingent Consideration”
      means
      $4,000,000 with respect to each of the Annual Contingent Consideration Periods
      ending December 31, 2008 and December 31, 2009 and $3,000,000 for the Annual
      Contingent Consideration Period ending December 31, 2010.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    “Tax”
      or
“Taxes”
      means
      (i) any and all taxes, charges, fees, levies or other similar assessments
      or liabilities in the nature of a tax, including, without limitation, income,
      gross receipts, ad valorem, premium, value-added, net worth, capital stock,
      capital gains, documentary, recapture, alternative or add-on minimum,
      disability, estimated, registration, recording, excise, real property, personal
      property, sales, use, transfer, withholding, employment, unemployment,
      insurance, social security, business license, business organization,
      environmental, workers compensation, payroll, profits, license, lease, service,
      service use, severance, stamp, occupation, windfall profits, customs, duties,
      franchise and other taxes imposed by the United States of America or any state,
      local or foreign government, or any agency thereof, or other political
      subdivision of the United States or any such government, and any interest,
      fines, penalties, assessments or additions to tax resulting from, attributable
      to or incurred in connection with any tax or any contest or dispute thereof;
      (ii) any liability for the payment of any amounts of the type described in
      (i) as a result of being a member of an affiliated, combined, consolidated
      or
      unitary group for any taxable period; and (iii) any liability for the
      payment of amounts of the type described in (i) or (ii) as a result of being
      a
      transferee of, or a successor in interest to, any Person or as a result of
      an
      express or implied obligation to indemnify any Person.

     

    “Tax
      Return”
      means
      any return, statement or form (including, without limitation, any estimated
      tax
      reports or return, withholding tax reports or return and information report
      or
      return) required to be filed with respect to any Taxes.

     

    “Terminating
      Company Breach”
      has the
      meaning set forth in Section 10.01(d).

     

    “Terminating
      Parent Breach”
      has the
      meaning set forth in Section 10.01(e).

     

    “Trailing
      Closing Average Price”
      means
      the average of the closing prices for a share of Parent Common Stock on the
      OTC
      BB as reported by Bloomberg L.P., Reuters Group plc, The Thomson Corporation
      or
      a similar stock market reporting service as may be reasonably selected by the
      Parent, for the thirty trading days preceding the date that is two trading
      days
      prior to the Closing Date. 

     

    “Transaction
      Documents”
      means,
      collectively, this Agreement; the Escrow Agreement; the Employment Agreements;
      the Proprietary Rights, Non-Disclosure, Developments, Non-Competition and
      Non-Solicitation Agreements; and the Lock-Up and Trading Restriction
      Agreements.

     

    “Trust
      Fund”
      has the
      meaning set forth in Section 5.06.

     

    “Upstream
      Merger”
      has the
      meaning set forth in the recitals and in Section 2.18.

     

    “Warrant
      Expiration Date”
means
      October 10, 2010.

     

    “Warrant
      Redemption Date”
means
      the date by which all Warrants must be submitted to Parent for redemption upon
      a
      call by Parent to redeem the Warrants. 

     

    “Warrants”
      mean
      each
      warrant of Parent that entitles the holder to purchase one share of Parent
      Common Stock at a price of $5.00, and which becomes exercisable on the later
      of
      a completion of a business combination by Parent and October 11, 2007, and
      expires on October 10, 2010. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Section
      1.02.   Construction.
      For the
      purposes of this Agreement, except as otherwise expressly provided herein or
      unless the context otherwise requires: (a) words using the singular or
      plural number also include the plural or singular number, respectively, and
      the
      use of any gender herein shall be deemed to include the other genders;
      (b) references herein to “Articles,” “Sections,” “subsections” and other
      subdivisions, and to Exhibits, Schedules and other attachments, without
      reference to a document are to the specified Articles, Sections, subsections
      and
      other subdivisions of, and Exhibits, Schedules and other attachments to, this
      Agreement; (c) a reference to a subsection or other subdivision without
      further reference to a Section is a reference to such subsection or subdivision
      as contained in the same Section in which the reference appears; (d) the
      words “herein”, “hereof”, “hereunder”, “hereby” and other words of similar
      import refer to this Agreement as a whole and not to any particular provision;
      (e) the words “include”, “includes” and “including” are deemed to be
      followed by the phrase “without limitation”; (f) all accounting terms used
      and not defined herein have the respective meanings given to them under GAAP;
      and (g) the term “made available” means either actually provided to the other
      party or posted to the “ftp” Internet site maintained by the Company in
      connection with the transactions contemplated hereby.

     

    ARTICLE
      II.

     

    THE
      MERGERS; CONVERSION OF SECURITIES

     

    Section
      2.01.   The
      Merger; Effective Time of the Merger.
      Subject
      to the provisions of this Agreement, Merger Sub will be merged with and into
      the
      Company to effect the Subsidiary Merger. A certificate of merger as contemplated
      by Section 907 of the BCL (the “Certificate
      of Merger”)
      shall
      be duly prepared, executed, and acknowledged by the parties and thereafter
      the
      parties shall cause the Certificate of Merger to be filed with the Department
      of
      State of the State of New York as soon as practicable on or after the Closing
      Date (as defined below). The Subsidiary Merger shall become effective upon
      the
      acceptance for filing of the Certificate of Merger by the Department of State
      of
      the State of New York or at such time thereafter as is provided in the
      Certificate of Merger (the “Effective
      Time”).
      Solely for purposes of clarification, Company and the Stockholders’
Representative acknowledge and agree that Parent will have no obligation to
      make
      any payment pursuant to this Agreement until the Certificate of Merger has
      been
      certified in writing by the Department of State of the State of New
      York.

     

    Section
      2.02.    Closing.
      The
      closing of the Subsidiary Merger (the “Closing”)
      shall
      take place as soon as practicable but no later than the third Business Day
      after
      satisfaction or waiver of the conditions set forth in Article VIII (the
“Closing
      Date”),
      at
      the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue,
      New
      York, NY 10022, unless another date or place is agreed to in writing by the
      parties hereto.

     

    Section
      2.03.    Effect
      of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers
      of
      Surviving Corporation.
      At
      the
      Effective Time, (i) the separate existence of Merger Sub shall cease and Merger
      Sub shall be merged with and into the Company and the Company shall continue
      as
      the surviving corporation and as a wholly owned subsidiary of Parent (subsequent
      to the Subsidiary Merger, the Company is sometimes referred to herein as the
      “Surviving
      Corporation”);
      (ii)
      the Certificate of Incorporation and the Bylaws of Merger Sub as in effect
      immediately prior to the Effective Time shall be the Certificate of
      Incorporation and the Bylaws of the Surviving Corporation, until thereafter
      amended as provided by Law and such Certificate of Incorporation or Bylaws;
      (iii) the Persons listed in the Proxy Statement shall be the directors and
      officers of the Surviving Corporation in each case until their respective
      successors shall have been duly elected, designated or qualified or until their
      earlier death, resignation, or removal in accordance with the Surviving
      Corporation’s Certificate of Incorporation and Bylaws; and (iv) the Subsidiary
      Merger shall, from and after the Effective Time, have all the effects provided
      by Law, including Sections 906 and 907 of the BCL.

     

    
      
        
        

      

      
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    Section
      2.04.    Merger
      Consideration; Conversion of Company Common Stock and Company Class B Common
      Stock.

     

    (a)  Consideration.
      The
      aggregate consideration to be paid by Parent and Merger Sub in respect of the
      Subsidiary Merger and the Upstream Merger hereunder shall consist of (i) the
      Stock Merger Consideration, and (ii) the Cash Merger Consideration
      (collectively, the “Merger
      Consideration”),
      (iii)
      the Contingent Consideration, if any, as described in Section 2.13 and (iv)
      the
      Additional Consideration, if any, as described in Section 2.14. Each share
      of
      Company Common Stock and Company Class B Common Stock issued and outstanding
      immediately prior to the Effective Time (excluding treasury stock and those
      owned by any wholly-owned subsidiary of the Company) and all right in respect
      thereof shall automatically be canceled and retired and shall forthwith cease
      to
      exist, and each holder of a certificate which immediately prior to the Effective
      Time represented any such shares of Company Common Stock or Company Class B
      Common Stock shall cease to have any rights with respect thereto, except, in
      the
      case of Company Common Stock and Company Class B Common Stock, the right to
      receive a portion of the Merger Consideration as provided in Section 2.04(c)
      and
      Section 2.04(d) below, and the right to potentially receive the warrant exercise
      payment described in Section 2.14 below.

     

    (b)  Merger
      Sub Common Stock.
      At the
      Effective Time and on the terms and subject to the conditions of this Agreement,
      each share of Common Stock, par value $0.001 per share, of Merger Sub issued
      and
      outstanding immediately prior to the Effective Time shall, by virtue of the
      Subsidiary Merger and without any action on the part of Parent, Merger Sub,
      or
      the Company, be converted into one (1) validly issued, fully paid and
      nonassessable share of common stock of the Surviving Corporation, with the
      same
      rights, powers and privileges as the shares so converted and shall constitute
      the only outstanding shares of capital stock of the Surviving Corporation.
      Each
      stock certificate of Merger Sub evidencing ownership of any such shares shall
      remain outstanding and evidence ownership of shares of Surviving Corporation
      Common Stock.

     

    (c)  Company
      Common Stock.
      At the
      Effective Time and on the terms and subject to the conditions of this Agreement,
      each share of Company Common Stock issued and outstanding immediately prior
      to
      the Effective Time shall, by virtue of the Subsidiary Merger and without any
      action on the part of Parent, Merger Sub, or the Company, be cancelled and
      shall
      be converted into the right to receive the portions of the Merger Consideration,
      the Contingent Consideration and the Additional Consideration as set forth
      in
      the Merger Consideration Allocation Certificate.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (d)  Company
      Class B Common Stock.
      At the
      Effective Time and on the terms and subject to the conditions of this Agreement,
      each share of Company Class B Common Stock issued and outstanding immediately
      prior to the Effective Time shall, by virtue of the Subsidiary Merger and
      without any action on the part of Parent, Merger Sub, or the Company, be
      converted into the right to receive the portions of the Merger Consideration,
      the Contingent Consideration and the Additional Consideration as set forth
      in
      the Merger Consideration Allocation Certificate.

     

    (e)  Treasury
      Stock.
      At the
      Effective Time, each share of Company Common Stock and Company Class B Common
      Stock held by the Company in its treasury shall be cancelled and extinguished
      without any conversion thereof.

     

    (f)  Company
      Capitalization Schedules.
      On the
      Closing Date, the Company shall deliver to Parent and Merger Sub separate
      schedules reflecting (i) a true and complete list of record holders of the
      issued and outstanding Company Common Stock, including the number of shares
      of
      Common Stock held by such record holders, and (ii) a true and complete list
      of
      record holders of the issued and outstanding Company Class B Common Stock,
      including the number of shares of each series of Company Class B Common Stock
      held by such record holders. Prior to Parent making payment of the Merger
      Consideration, the Company shall execute and deliver to Parent a certificate
      setting forth the good faith calculation of the Company of the Per Share Merger
      Consideration, the aggregate Per Share Merger Consideration, the percentage
      of
      the Contingent Consideration and the percentage of the Additional Consideration
      payable to each of the holders of Company Common Stock and Company Class B
      Common Stock (the “Merger
      Consideration Allocation Certificate”).
      The
      Merger Consideration Allocation Certificate shall be deemed to be a
      representation and warranty of the Company hereunder. In no event shall Parent
      be required to transfer the Merger Consideration unless and until the Merger
      Consideration Allocation Certificate has been executed and delivered by the
      Company and approved by Parent. Parent shall be entitled to rely entirely upon
      the Merger Consideration Allocation Certificate in connection with making
      payment of the Merger Consideration and no holder of Company Common Stock or
      Company Class B Common Stock shall be entitled to make any claim in respect
      of
      the allocation of the Merger Consideration made by Parent to or for the benefit
      of any holder of Company Common Stock or Company Class B Common Stock to the
      extent that the payment is made in a manner consistent with the Merger
      Consideration Allocation Certificate.

     

    Section
      2.05.    Escrow.
      As the
      sole remedy for the indemnity obligations set forth in Article IX, at the
      Closing, Parent shall deposit in escrow, to be held from the Closing Date
      until the first anniversary of the Closing Date, the Stock Escrow Amount
      and the Cash Escrow Amount, all in accordance with the terms and conditions
      of
      the Escrow Agreement in the form attached hereto as Exhibit
      C. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Section
      2.06.    Exchange
      Procedures. 

     

    (a)  On
      the
      Closing Date, Parent shall deliver to the Stockholders’ Representative, in trust
      for the benefit of the Stockholders, the Stock Merger Consideration and the
      Cash
      Merger Consideration, minus (i) the Stock Escrow Amount and (ii) the Cash Escrow
      Amount, both of which shall be delivered to the Escrow Agent pursuant to Section
      2.05 hereof. 

     

    (b)  As
      soon
      as reasonably practicable after the Effective Time (but in no event later than
      5
      days following the Effective Time), the Surviving Corporation shall cause Parent
      to mail (i) to each holder of a certificate or certificates which immediately
      prior to the Effective Time represented outstanding shares of Company Common
      Stock or Company Class B Common Stock (the “Certificates”)
      (A) a
      letter of transmittal, in customary form, which shall specify that delivery
      shall be effective only upon delivery of the Certificates to the Stockholders’
Representative and that risk of loss and title to the Certificates shall remain
      with the Stockholder until such delivery, and (B) instructions for effecting
      the
      surrender of such Certificates in exchange for a portion of the Merger
      Consideration. Upon surrender of a Certificate and/or letter of transmittal
      (or
      other documentation in compliance with Section 2.06 hereof), as applicable,
      to
      Parent together, with respect to holders of Certificates, with such letter
      of
      transmittal, duly executed and completed in accordance with the instructions
      thereto, and such other documents as may reasonably be required by Parent,
      the
      stockholder delivering such documents shall be entitled to receive in exchange
      therefor (A) its respective portion of the Merger Consideration, less the
      portion of the Merger Consideration allocable to such stockholders that has
      been
      deposited in the Cash Escrow Amount and Stock Escrow Amount and (B) cash in
      lieu of fractional shares of Parent Common Stock pursuant to Section 2.08.
      No
      later than 5 Business Days prior to the Closing Date, Parent shall deliver
      the
      form of letter of transmittal to the Company and the Stockholders’
Representative and prior to the Closing shall make such changes to the form
      as
      either shall reasonably request. The final form of letter of transmittal shall
      be in a form reasonably acceptable to the Company and the Stockholders’
Representative. If requested by the Stockholders’ Representative, Parent shall
      promptly provide the Stockholders’ Representative with copies of the executed
      letters of transmittal. 

     

    Section
      2.07.    [intentionally
      omitted]

     

    Section
      2.08.    Fractional
      Shares.
      No
      fractional shares of Parent Common Stock will be issued pursuant to this
      Agreement, but in lieu thereof each holder of Company Common Stock or Company
      Class B Common Stock who would otherwise be entitled to a fractional share
      of
      Parent Common Stock hereunder (after aggregating all fractional shares of Parent
      Common Stock to be received by such holder) shall receive from Parent a whole
      share of Parent Common Stock in lieu of the fractional shares to which he or
      she
      was otherwise entitled. 

     

    Section
      2.09.    Lost,
      Stolen or Destroyed Certificates.
      If any
      Certificate shall have been lost, stolen or destroyed, upon the making of an
      affidavit of that fact by the person claiming such Certificate to be lost,
      stolen or destroyed and, if required by Parent, the posting by such person
      of a
      bond in such reasonable amount and for such reasonable period of time as Parent
      may direct as indemnity against any claim that may be made against Parent or
      the
      Surviving Corporation with respect to such Certificate, Parent will deliver
      in
      exchange for such lost, stolen or destroyed Certificate the portion of the
      Merger Consideration and any other amounts payable under this Article II with
      respect to the Company Common Stock or Company Class B Common Stock formerly
      represented thereby.

     

    
      
        
        

      

      
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    Section
      2.10.    [intentionally
      omitted]

     

    Section
      2.11.    Stock
      Transfer Books.
      The
      stock transfer books of the Company shall be closed two Business Days preceding
      the Closing Date (the “Record
      Date”)
      and
      there shall be no further registration of transfers of Company Common Stock
      or
      Company Class B Common Stock thereafter on the records of the Company. In the
      event of a transfer of ownership of Company Common Stock or Company Class B
      Common Stock prior to the Record Date which is not registered in the transfer
      records of the Company, the Merger Consideration and any other amounts payable
      under this Article II shall be payable to such transferee if the Certificate
      representing such shares of Company Common Stock or Company Class B Common
      Stock
      is presented to Parent, accompanied by all documents required to evidence and
      effect such transfer in the sole and reasonable discretion of
      Parent.

     

    Section
      2.12.    Certain
      Adjustments.
      If
      between the date of this Agreement and the Effective Time, the outstanding
      shares of Parent Common Stock, Company Common Stock or Company Class B Common
      Stock shall be changed into a different number of shares by reason of any
      reclassification, recapitalization, split-up, combination or exchange of shares,
      or any dividend payable in stock or other securities shall be declared thereon
      with a record date within such period, then, the allocation of the Merger
      Consideration among the Stockholders shall be adjusted accordingly to provide
      to
      Parent and to the Stockholders the same economic effect as contemplated by
      this
      Agreement prior to such reclassification, recapitalization, split-up,
      combination, exchange, dividend or increase.

     

    Section
      2.13.    Contingent
      Consideration.

     

    (a)  
      In
      addition to the Merger Consideration, Parent shall pay to the Stockholders
      at
      Closing aggregate additional consideration in the number of shares of Parent
      Common Stock that is equal to the sum of (I) the Maximum Revenue Contingent
      Stock for each Annual Contingent Consideration Period and (II) the Maximum
      EBITDA Contingent Stock for each Annual Contingent Consideration Period
      (collectively, the “Stock
      Contingent Consideration”),
      which
      (i) shall be held in escrow and released by the Escrow Agent pursuant to the
      Escrow Agreement and (ii) shall vest or be forfeited pursuant to the terms
      set
      forth in Exhibit
      A
      of this
      Agreement and the Restricted Stock Agreements. Such Stock Contingent
      Consideration shall not be subject to any lien, attachment, trustee process
      or
      any other judicial process of any creditor of any party, and shall be held
      and
      disbursed solely for the purposes and in accordance with the terms of the Escrow
      Agreement.

     

    (b)  In
      addition to the Merger Consideration and the Stock Contingent Consideration
      paid
      at the Closing, Parent shall pay to the Stockholders additional, aggregate
      contingent consideration in cash in an amount equal to (i) the amount of the
      Maximum Revenue Contingent Cash calculated in accordance with the terms set
      forth in Exhibit
      A
      of this
      Agreement, and (ii) the amount of Maximum EBIDTA Contingent Cash calculated
      in
      accordance with the terms set forth in Exhibit
      A
      of this
      Agreement (collectively, the “Cash
      Contingent Consideration”
      and,
      together with the Stock Contingent Consideration, the “Contingent
      Consideration”).
      

     

    
      
        
        

      

      
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    Section
      2.14.  Additional
      Consideration. 

     

    (a)  If,
      after
      the Closing Date, stockholders of Parent exercise at least a majority of the
      outstanding Warrants at or prior to the Warrant Expiration Date, then the holder
      of each share of Company Capital Stock outstanding immediately prior to the
      Effective Time (other than shares of Company Capital Stock owned beneficially
      by
      the Merger Sub and shares of Company Capital Stock held in the Company’s
      treasury) shall be entitled to receive (a) such number of additional shares
      of Parent Stock as is equal to the amount obtained by dividing (i)(A) the
      product of (I) the percentage of the outstanding Warrants so exercised and
      (II) the Additional Stock Consideration Amount, divided by (B) the number
      of outstanding shares of Company Capital Stock immediately prior to the
      Effective Time by (ii) the Closing Price of the Parent Common Stock on the
      Warrant Expiration Date or the Warrant Redemption Date, as applicable and (b)
      an
      amount of cash equal to (i) the product of (A) the percentage of the outstanding
      Warrants so exercised and (B) the Additional Cash Consideration Amount,
      divided by (ii) the number of outstanding shares of Company Capital Stock
      immediately
      prior
      to the Effective Time.

     

    (b)  The
      additional consideration referred to in Section 2.14(a) above (the “Additional
      Consideration”),
      shall
      be paid, in the case of the cash portion of such Additional Consideration,
      as
      soon as practicable following the receipt by Parent of the funds from the
      exercise or redemption of such warrants, as applicable, and, in the case of
      the
      stock portion of such Additional Consideration, as soon as practicable following
      the earlier of the Warrant Redemption Date and the Warrant Expiration Date.
      

     

    Section
      2.15.    Stockholders’
      Representative.

     

    (a)  Justin
      Booth-Clibborn hereby is irrevocably constituted and appointed as the sole,
      exclusive, true and lawful agent, representative and attorney-in-fact of all
      Stockholders and each of them (the “Stockholders’
      Representative”)
      with
      respect to any and all matters relating to, arising out of, or in connection
      with, the Transaction Documents (other than the Employment
      Agreements),
      including for purposes of taking any action or omitting to take action on behalf
      of Stockholders thereunder. All actions, notices, communications and
      determinations by or on behalf of Stockholders under such documents shall be
      given or made by the Stockholders’ Representative and all such actions, notices,
      communications and determinations by the Stockholders’ Representative shall
      conclusively be deemed to have been authorized by, and shall be binding upon,
      any of and all of the Stockholders.

     

    (b)  The
      Stockholders’ Representative will not be liable to any Stockholder for any act
      taken or omitted by it as permitted under this Agreement, except if such act
      is
      taken or omitted in bad faith or by willful misconduct. The Stockholders’
Representative will also be fully protected in relying upon any written notice,
      demand, certificate or document that it in good faith believes to be genuine
      (including facsimiles thereof). The Stockholders agree, severally but not
      jointly, to indemnify the Stockholders’ Representative for, and to hold the
      Stockholders’ Representative harmless against, any loss, liability or expense
      incurred without willful misconduct or bad faith on the part of the
      Stockholders’ Representative, arising out of or in connection with the
      Stockholders’ Representative’s carrying out its duties as representative for the
      Stockholders under this Agreement, including costs and expenses of successfully
      defending the Stockholders’ Representative against any claim of liability with
      respect thereto. The Stockholders’ Representative may consult with counsel of
      its own choice and will have full and complete authorization and protection
      for
      any action taken and suffered by it in good faith and in accordance with the
      opinion of such counsel.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (c)  If
      the
      Stockholders’ Representative dies or becomes legally incapacitated, or if a
      majority of the Stockholders vote to remove the Stockholders’ Representative at
      any time for any reason, then those other Stockholders holding a majority of
      the
      Shares held by such other Stockholders as of the date hereof promptly shall
      designate in writing to Parent a single individual to replace the deceased,
      legally incapacitated or removed Stockholders’ Representative as the successor
      Stockholders’ Representative hereunder. If at any time there shall not be a
      Stockholders’ Representative or Stockholders so fail to designate a successor
      Stockholders’ Representative, then Parent may have a court of competent
      jurisdiction appoint a Stockholders’ Representative hereunder. If the
      Stockholders’ Representative becomes unable or unwilling, for any reason, to
      serve as representative for the Stockholders, such other Person or Persons
      as
      may be designated by Stockholders
      holding a majority of the voting interests of the Company,
      shall
      succeed the Stockholders’ Representative as the representative of the
      Stockholders in all matters under this Agreement and the transactions
      contemplated hereby. 

     

    (d)  Without
      limiting the generality of the foregoing, the Stockholders’ Representative is
      designated as the sole and exclusive agent, representative and attorney-in-fact
      for Stockholders for all purposes related to this Agreement (including
      (i) service of process upon Stockholders, (ii) executing and
      delivering to Parent or any other Person on behalf of any of or all Stockholders
      any and all instruments, certificates, documents and agreements with respect
      to
      the transactions contemplated by the Transaction Documents (other than the
      Employment Agreements), and any other instrument, certificate, document or
      agreement referred to in Section 8.02, and (iii) receipt of all notices on
      behalf of Stockholders with respect to any matter, suit, claim, action or
      proceeding arising with respect to the sale of the Shares or any transaction
      contemplated by the Transaction Documents (other than the Employment
      Agreements), including the defense, settlement or compromise of any claim,
      action or proceeding pursuant to Article IX), and Stockholders may act, with
      respect to all matters under the Transaction Documents (other than the
      Employment Agreements), only through the Stockholders’ Representative. Parent
      shall be entitled to rely on the authority of the Stockholders’ Representative
      as the agent, representative and attorney-in-fact of Stockholders for all
      purposes under the Transaction Documents (other than the Employment Agreements)
      and shall have no liability for any such reliance. None of Stockholders may
      revoke the authority of the Stockholders’ Representative. Each Stockholder
      hereby ratifies and confirms, and hereby agrees to ratify and confirm, any
      action taken by the Stockholders’ Representative in the exercise of the
      power-of-attorney granted to the Stockholders’ Representative pursuant to this
      Section 2.15, which power-of-attorney, being coupled with an interest, is
      irrevocable and shall survive the death, incapacity or incompetence of such
      Stockholder. Any payment made to the Stockholders’ Representative pursuant to
      any of the Transaction Documents (other than the Employment Agreements) shall
      be
      deemed to have been made to Stockholders. Promptly after receiving any such
      payment, Stockholders’ Representative shall deliver to each Stockholder his, her
      or its pro rata portion of such payment. Without limiting the foregoing,
      Stockholders hereby covenant and agree to defend, indemnify and hold harmless
      the members of the Parent Indemnified Group from and against any Losses arising
      out of any claim that the Stockholders’ Representative failed to distribute to
      Stockholders (or properly allocate among them) any payments received by the
      Stockholders’ Representative under the Transaction Documents (other than the
      Employment Agreements).

     

    
      
        
        

      

      
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    Section
      2.16.    Rule
      145.
      All
      shares of Parent Common Stock issued pursuant to this Agreement to “affiliates”
of the Company will be subject to certain resale restrictions under Rule 145
      promulgated under the Securities Act and all certificates representing such
      shares shall bear an appropriate restrictive legend.

     

    Section
      2.17.    Purchase
      of Blacklist. 

     

    (a)  At
      the
      Closing and subject to and upon the terms and conditions of this Agreement,
      each
      member of Blacklist shall sell, assign and transfer to Parent and Parent shall
      purchase and accept from each member of Blacklist all of the membership
      interests of Blacklist, free and clear of all Liens. 

     

    (b)  In
      consideration of the Members’ sale, assignment, transfer and delivery of the
      Membership Interests to Parent, Parent shall pay to the Members, pro rata in
      accordance with each Member’s membership interest in Blacklist as set forth on
      Table B of Schedule
      II,
      total
      consideration equal to the Blacklist Interests Amount. 

     

    Section
      2.18.  Upstream
      Merger.
      As soon
      as reasonably practicable after the Effective Time, but in no event later than
      10 calendar days following the Effective Time, the Surviving Corporation shall
      merge with and into Parent. From and after the effectiveness of the Upstream
      Merger, the separate corporate existence of the Surviving Corporation shall
      cease and Parent shall continue as the surviving entity in the Upstream Merger.
      At the effective time of the Upstream Merger, (i) the Certificate of
      Incorporation, as amended as contemplated by this Agreement, and Bylaws of
      Parent shall be the Certificate of Incorporation and Bylaws of Parent as the
      surviving entity of the Upstream Merger; (ii) the Persons listed in the Proxy
      Statement shall be the directors and officers of Parent, in each case until
      their respective successors shall have been duly elected, designated or
      qualified or until their earlier death, resignation or removal in accordance
      with Parent’s Certificate of Incorporation and Bylaws; and (iii) the Upstream
      Merger shall have all the effects provided by Law, including Section 259 of
      the
      DGCL.

     

    Section
      2.19.  Resignation
      of Directors.
      The
      execution of this Agreement by each Stockholder (i) who is, immediately prior
      to
      the Closing Date, a director of the Company or any of its Subsidiaries and
      (ii)
      who will not stand for election as a director of Parent at the Parent
      Stockholders’ Meeting will evidence the resignation of such director of the
      Company from such position effective as of the Closing Date. 

     

    
      
        
        

      

      
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    ARTICLE
      III.

     

    REPRESENTATIONS
      AND WARRANTIES AS TO

    THE
      COMPANY
      AND
      BLACKLIST

     

    Each
      of
      the Company, Blacklist and each of the Stockholders, as applicable, represents
      and warrants to Parent and Merger Sub, subject to the exceptions specifically
      disclosed in writing in the Company Disclosure Schedule, all such exceptions
      to
      be referenced to a specific representations set forth in this Article III,
      that:

     

    Section
      3.01.  Organization
      and Qualification; Subsidiaries. 

     

    (a)  The
      Company has been duly incorporated and is validly existing and in good standing
      under the laws of the State of New York and has the requisite corporate power
      and authority to own, lease and operate its properties and to carry on its
      business as it is now being conducted. Blacklist has been duly organized and
      is
      validly existing and in good standing under the laws of the State of New York
      and has the requisite limited liability company power and authority to own,
      lease and operate its properties and to carry on its business as it is now
      being
      conducted. Psyop UK LLC (the “Company
      Subsidiary”)
      is a
      company duly organized and validly existing under the laws of England and Wales,
      and has all requisite power and authority to carry on its business as it is
      now
      being conducted. 

     

    (b)  Each
      of
      the Company, Blacklist and the Company Subsidiary is duly qualified or licensed
      to do business, and is in good standing, in each jurisdiction where the
      character of the properties owned, leased or operated by it or the nature of
      its
      business makes such qualification or licensing necessary, except for such
      failures to be so qualified or licensed and in good standing that would not
      reasonably be expected to have, individually or in the aggregate, a Company
      Material Adverse Effect.

     

    (c)  Except
      for the Company Subsidiary, neither the Company nor Blacklist owns an equity
      interest in any corporation, partnership or joint venture arrangement or other
      business entity. All of the issued and outstanding share capital of the Company
      Subsidiary is owned by the Company.

     

    Section
      3.02.    Certificate
      of Incorporation and Bylaws.
      The
      Company has delivered to the Parent, true, complete and correct copies of the
      Company’s Certificate of Incorporation and bylaws, Blacklist’s Certificate of
      Formation and LLC Agreement, and the Company Subsidiary’s charter or memorandum
      and articles of association or other organizational documents and bylaws (the
      “Organizational
      Documents”),
      each
      as amended. Such Organizational Documents are in full force and effect. None
      of
      the Company, Blacklist nor the Company Subsidiary is in violation of any of
      the
      provisions of its Organizational Documents.

     

    Section
      3.03.    Capitalization. 

     

    (a)  The
      authorized capital stock of the Company consists of 24,000 shares of common
      stock, par value $1.00 per share (“Company
      Common Stock”),
      and
      3,000 shares of Class B common stock, par value $1.00 per share (“Company
      Class B Common Stock”).
      There
      are 12,600 shares of Company Common Stock currently issued and outstanding,
      and
      1,450 shares of Company Class B Common Stock currently issued and outstanding.
      All of the currently issued and outstanding shares of Company Common Stock
      and
      Company Class B Common Stock are duly authorized, validly issued, fully paid
      and
      nonassessable, and have been issued in full compliance with all securities
      laws.
      Except for the Company Common Stock and the Company Class B Common Stock, there
      are no shares of capital stock or other equity securities of the Company
      outstanding. There are no options, warrants or other rights, agreements,
      arrangements or commitments of any character to which the Company is a party
      or
      by which the Company is bound relating to the issued or unissued capital stock
      of the Company or obligating the Company to issue or sell any shares of capital
      stock of, or other equity interests in, the Company. There are no outstanding
      contractual obligations of the Company to repurchase, redeem or otherwise
      acquire any shares of Company Common Stock. There are no material outstanding
      contractual obligations of the Company to provide funds to, or make any material
      investment (in the form of a loan, capital contribution or otherwise) in, any
      other Person.

     

    
      
        
        

      

      
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    (b)  The
      ownership of Blacklist is as set forth in Table A of Schedule
      II
      to this
      Agreement.

     

    Section
      3.04.    Authority
      Relative to this Agreement.
      Each of
      the Company and Blacklist has all necessary corporate power and authority to
      execute and deliver this Agreement, the other Transaction Documents, and all
      other instruments, certificates and agreements delivered or required to be
      delivered pursuant to this Agreement to which it is a party, to perform its
      obligations hereunder and thereunder and to consummate the transactions
      contemplated hereby and thereby. The execution and delivery by the Company
      and
      Blacklist of this Agreement and the other Transaction Documents to which it
      is a
      party and the consummation by the Company of the transactions contemplated
      hereby and thereby have been duly and validly authorized by all necessary
      corporate action, and no other corporate proceedings on the part of the Company
      or Blacklist are necessary to authorize this Agreement or such Transaction
      Documents or to consummate the transactions contemplated hereby and thereby.
      This Agreement and the other Transaction Documents to which it is a party have
      been duly and validly executed and delivered by each of the Company and
      Blacklist. This Agreement and the other Transaction Documents to which it is
      a
      party constitute the legal, valid and binding obligations of each of the Company
      and Blacklist, enforceable against each of them in accordance with their terms,
      except to the extent that its enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization or other Laws affecting the enforcement
      of creditors’ rights generally or by general equitable principles.

     

    Section
      3.05.    No
      Conflicts; Required Filings and Consents.

     

    (a)  The
      execution and delivery of this Agreement and the other Transaction Documents
      to
      which it is a party by the Company and Blacklist do not, and the performance
      by
      the Company and Blacklist of its obligations hereunder and thereunder, and
      the
      consummation of the transactions contemplated hereby and thereby will not,
      (i) conflict with or violate any provision of the Organizational Documents
      of the Company, Blacklist or the Company Subsidiary, (ii) conflict with or
      violate any Law applicable to the Company, Blacklist or the Company Subsidiary
      or by which any property or asset of the Company, Blacklist or the Company
      Subsidiary is bound or affected or (iii) result in any breach of or
      constitute a default (or an event which with the giving of notice or lapse
      of
      time or both could reasonably be expected to become a default) under, or give
      to
      others any right of termination, amendment, acceleration or cancellation of,
      or
      result in the creation of a lien or other encumbrance on any material property
      or asset of the Company, Blacklist or the Company Subsidiary pursuant to, any
      material note, bond, mortgage, indenture, contract, agreement, lease, license,
      permit, franchise or other instrument or obligation in each case, with respect
      to clauses (ii) and (iii) of this Section 3.05(a), which will result in a
      Company Material Adverse Effect.

     

    
      
        
        

      

      
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    (b)  No
      filing
      or registration with, or notification to, and no permit, authorization, consent
      or approval of, any Government Entity is necessary for the execution and
      delivery of this Agreement by the Company or Blacklist, or the consummation
      by
      the Company or Blacklist of the transactions contemplated by this Agreement
      except (i) such filings and consents as may be required under any
      Environmental Law pertaining to any notification, disclosure or required
      approval triggered by the transactions contemplated by this Agreement,
      (ii) such filings, registrations, notifications, permits, authorizations,
      consents or approvals that result from the specific legal or regulatory status
      of Parent or as a result of any other facts that specifically relate to the
      business or activities in which Parent is engaged other than the business of
      the
      Company or Blacklist, and (iii) such other filings, registrations, notices,
      permits, authorizations, consents and approvals that if not obtained, made
      or
      given would not, individually or in the aggregate, have a Company Material
      Adverse Effect or impair the Company’s or Blacklist’s ability to consummate the
      transactions contemplated hereby.

     

    (c)  Except
      as
      set forth in Section 3.05(c) of the Company Disclosure Schedule and except
      for
      those consents where the failure to obtain such consents would not constitute
      or
      be reasonably likely to result in a Company Material Adverse Effect, no consent
      of any third party is required by reason of the transactions contemplated by
      this Agreement.

     

    (d)  To
      the
      Company’s Knowledge, there is no agreement, commitment, judgment, injunction,
      order or decree binding upon the Company, Blacklist or their respective assets
      or to which the Company or Blacklist is a party which has the effect of
      prohibiting or materially impairing any acquisition of property by the Company
      or Blacklist or the conduct of business by Company or Blacklist as currently
      conducted other than such effects, individually or in the aggregate, which
      have
      not had and could not reasonably be expected to have a Company Material Adverse
      Effect.

     

    Section
      3.06.    Permits;
      Compliance with Laws.
      Each of
      the Company, Blacklist and the Company Subsidiary is in possession of all
      material franchises, grants, authorizations, licenses, establishment
      registrations, product listings, permits, easements, variances, exceptions,
      consents, certificates, identification and registration numbers, approvals
      and
      orders of any Governmental Entity necessary for the Company, Blacklist and
      the
      Company Subsidiary to own, lease and operate its properties or to offer or
      perform its services or to develop, produce, store, distribute and market its
      products or otherwise to carry on its business as it is now being conducted
      (collectively, the “Company
      Permits”),
      and,
      as of the date of this Agreement, none of the Company Permits has been suspended
      or cancelled nor is any such suspension or cancellation pending or, to the
      Company’s Knowledge, threatened. None of the Company, Blacklist or the Company
      Subsidiary is in conflict with, or in default or violation of, (i) any Law
      applicable to the Company, Blacklist or the Company Subsidiary or by which
      any
      property or asset of the Company, Blacklist or the Company Subsidiary is bound
      or affected or (ii) any Company Permits except such defaults and violations
      that, individually and in the aggregate, do not constitute a Company Material
      Adverse Effect. As of the date of this Agreement, there are no actions,
      proceedings or investigations pending or, to the Company’s Knowledge, threatened
      against the Company, Blacklist or the Company Subsidiary that could reasonably
      be expected to result in the suspension or cancellation of any other Company
      Permit. Since January 1, 2006, none of the Company, Blacklist or the Company
      Subsidiary has received from any Governmental Entity any written notification
      with respect to possible conflicts, defaults or violations of Laws. The
      transactions contemplated hereby will not result in the suspension or
      cancellation of any Company Permit.

     

    
      
        
        

      

      
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    Section
      3.07.    Financial
      Statements.

     

    (a)  The
      Company has delivered to the Parent copies of (i) the audited combined
      balance sheet of each of the Company and Blacklist at December 31, 2006,
      together with the related statement of operations, stockholders’ equity and cash
      flows for the year ended December 31, 2006 and the notes thereto and
      (ii) the unaudited combined interim balance sheet of each of the Company
      and Blacklist at September 30, 2007, together with the related statement of
      operations, stockholders’ equity and cash flows for the nine months ended
      September 30, 2007 and the notes thereto along with a review report,
      reasonably satisfactory in form and substance to Parent, from the Company’s
      independent public accountants pursuant to Statement of Accounting Standards
      No. 100 (collectively, the “Combined
      Financial Statements”).
      The
      Combined Financial Statements: (i) were prepared in accordance with GAAP
      (except, with respect to the unaudited balance sheet and income statement,
      for
      the absence of notes thereto and for year-end adjustments) applied on a
      consistent basis throughout the periods covered thereby; (ii) present fairly
      the
      financial position, results of operations and cash flows of the Company and
      Blacklist as of such dates and for the periods then ended; and (iii) are correct
      and complete in all material respects, and can be reconciled with the books
      of
      account and records of the Company and Blacklist. Each of the Company and
      Blacklist maintains and will continue to maintain an adequate system of internal
      controls established and administered in accordance with GAAP.

     

    (b)  The
      Company has delivered to the Parent copies of (i) the audited consolidated
      balance sheet of each of the Company and the Company Subsidiary at
      December 31, 2006, together with the related statement of operations,
      stockholders’ equity and cash flows for the year ended December 31, 2006
      and the notes thereto and (ii) the unaudited consolidated interim balance
      sheet of each of the Company and the Company Subsidiary at September 30, 2007,
      together with the related statement of operations, stockholders’ equity and cash
      flows for the nine months ended September 30, 2007 and the notes thereto
      along with a review report, reasonably satisfactory in form and substance to
      Parent, from the Company’s independent public accountants pursuant to Statement
      of Accounting Standards No. 100 (collectively, the “Consolidated
      Financial Statements”).
      The
      Consolidated Financial Statements: (i) were prepared in accordance with GAAP
      (except, with respect to the unaudited balance sheet and income statement,
      for
      the absence of notes thereto and for year-end adjustments) applied on a
      consistent basis throughout the periods covered thereby; (ii) present fairly
      the
      financial position, results of operations and cash flows of the Company and
      the
      Company Subsidiary as of such dates and for the periods then ended; and (iii)
      are correct and complete in all material respects, and can be reconciled with
      the books of account and records of the Company and the Company Subsidiary.
      Each
      of the Company and the Company Subsidiary maintains and will continue to
      maintain an adequate system of internal controls established and administered
      in
      accordance with GAAP.

     

    
      
        
        

      

      
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    (c)  Except
      as
      and to the extent set forth or reserved against on the audited balance sheet
      of
      the Company at December 31, 2006, none of the Company, Blacklist or the Company
      Subsidiary has any liabilities or obligations of any nature (whether accrued,
      absolute, contingent or otherwise) that would be required to be reflected on
      a
      balance sheet or in notes thereto prepared in accordance with GAAP, except
      for
      immaterial liabilities or obligations incurred in the ordinary course of
      business consistent with past practice since December 31,
      2006.

     

    Section
      3.08.    Absence
      of Certain Changes or Events.
      Except
      as set forth in Section 3.08 of the Company Disclosure Schedule, since December
      31, 2006, each of the Company, Blacklist and the Company Subsidiary has
      conducted its business only in the ordinary course consistent with past practice
      and, since such date, there has not been (i) any Company Material Adverse
      Effect, (ii) any event that could reasonably be expected to prevent or
      materially delay the performance of the Company’s or Blacklist’s obligations
      pursuant to this Agreement and the consummation of the transactions contemplated
      hereby by the Company and by Blacklist, (iii) any change by the Company,
      Blacklist or the Company Subsidiary in its accounting methods, principles or
      practices, (iv) any declaration, setting aside or payment of any dividend or
      distribution in respect of the shares of Company Common Stock or Company Class
      B
      Common Stock or any redemption, purchase or other acquisition of any of the
      Company’s securities, (v) with respect to any employee, officer or
      consultant who earned or was paid by the Company, Blacklist or the Company
      Subsidiary in excess of $120,000 during the year ended December 31, 2006, any
      increase in the compensation or benefits or establishment of any bonus,
      insurance, severance, deferred compensation, pension, retirement, profit
      sharing, stock option (including, without limitation, the granting of stock
      options, stock appreciation rights, performance awards or restricted stock
      awards), stock purchase or other employee benefit plan, or any other increase
      in
      the compensation payable or to become payable to any employees, officers,
      consultants or directors of the Company, Blacklist or the Company Subsidiary,
      (vi) any issuance or sale of any stock, notes, bonds or other securities, or
      entering into any agreement with respect thereto, (vii) any amendment to the
      Company’s, Blacklist’s or the Company Subsidiary’s Organizational Documents,
      (viii) other than in the ordinary course of business consistent with past
      practice, any (x) purchase, sale, assignment or transfer of any material assets,
      (y) mortgage, pledge or existence of any lien, encumbrance or charge on any
      material assets or properties, tangible or intangible, except for liens for
      Taxes not yet delinquent and such other liens, encumbrances or charges which
      do
      not, individually or in the aggregate, have a Company Material Adverse Effect,
      or (z) waiver of any rights of material value or cancellation or any material
      debts or claims, (ix) any incurrence of any damage, destruction or similar
      loss,
      whether or not covered by insurance, materially affecting the business or
      properties of the Company, Blacklist or the Company Subsidiary, (x) any entering
      into any transaction of a material nature other than in the ordinary course
      of
      business, consistent with past practice, (xi) any application made to a
      Governmental Entity for an advisory ruling, monetary grant or any other
      application that would have an impact on the financial position of the Company,
      Blacklist or the Company Subsidiary, or negotiation of, receipt of, or
      termination or cancellation of a government grant, (xii) any change in any
      Tax
      election, annual Tax accounting period, any method of Tax accounting, any filing
      of amended Tax Returns or claims for Tax refunds, any entry into a closing
      agreement relating to Taxes or any settlement of any Tax claim, audit or
      assessment, or any application or negotiation for or receipt of a Tax ruling
      or
      arrangement by the Company, Blacklist, the Company Subsidiary or their
      stockholders or on their behalf, whether or not in connection with the Merger,
      except as explicitly contemplated in this Agreement, or (xiii) any negotiation
      or agreement by the Company, Blacklist or the Company Subsidiary to do any
      of
      the things described in the preceding clauses (i) through (xii). 

     

    
      
        
        

      

      
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    Section
      3.09.    Employee
      and Labor Matters. 

     

    (a)  Except
      as
      indicated in Section 3.09(a) of the Company Disclosure Schedule, none of the
      Company, Blacklist or the Company Subsidiary is party to any Contract regarding
      collective bargaining or other Contract with any labor or trade union or
      collective bargaining group representing any employee of the Company, Blacklist
      or the Company Subsidiary, nor does any labor or trade union or collective
      bargaining agent represent any employee of the Company, Blacklist or the Company
      Subsidiary. No Contract regarding collective bargaining has been requested
      by,
      or is under discussion between management of the Company, Blacklist or the
      Company Subsidiary (or any management group or association of which the Company,
      Blacklist or the Company Subsidiary is a member or otherwise a participant)
      and
      any group of employees of the Company, Blacklist or the Company Subsidiary,
      nor
      are there any representation proceedings or petitions seeking a representation
      proceeding presently pending against the Company, Blacklist or the Company
      Subsidiary, nor, to the Company’s Knowledge, are there any other current
      activities to organize any employees of the Company, Blacklist or the Company
      Subsidiary into a collective bargaining unit. There are no grievances, unfair
      labor practice charges or complaints pending or, to the Company’s Knowledge,
      threatened against the Company, Blacklist or the Company Subsidiary. None of
      the
      Company, Blacklist or the Company Subsidiary has experienced any lockouts,
      strikes, slowdowns or work stoppages nor, to the Company’s Knowledge, are any
      lockouts, strikes, slowdowns or work stoppages threatened against the Company,
      Blacklist or the Company Subsidiary.

     

    (b)  Except
      as
      indicated in Section 3.09(b) of the Company Disclosure Schedule, all employees
      of the Company and Blacklist are at-will, and neither the Company nor Blacklist
      is a party to any outstanding written contracts or, to the Company’s Knowledge,
      oral contracts, in each case with current or former directors,
      officers, employees, consultants, freelancers and independent contractors,
      which
      will survive the Closing Date. Section
      3.09(b) of the Company Disclosure Schedule sets forth a true, accurate and
      complete list of the directors, officers, employees, consultants, freelancers
      and independent contractors of the Company, Blacklist and the Company Subsidiary
      who, in the case of directors, officers or employees, earned in excess of
      $120,000 during the year ended December 31, 2006 or who, as of December 1,
      2007,
      are being compensated at an annual rate in excess of $120,000 during the year
      ending December 31, 2007, or who, in the case of consultants, freelancers or
      independent contractors, were engaged to provide services in excess of 50
      calendar days during the year ended December 31, 2006 or who, as of December
      1,
      2007, are providing services on an annualized basis in excess of 50 calendar
      days during the year ending December 31, 2007. For the individuals enumerated
      in
      the preceding sentence, Section 3.09(b) of the Company Disclosure Schedule
      includes a listing of each of such director’s, officer’s and employee’s
      compensation terms (including, but not limited to, date of commencement of
      employment, term of employment (if any), salary, bonuses, stock options and
      warrants (if any), social benefits, fringe benefits, severance (if any) and
      accrued vacation), as well as each consultant’s freelancer’s and independent
      contractor’s rate and term of engagement. As of the date of this Agreement and
      as of the Closing Date, none of the Company, Blacklist or the Company Subsidiary
      is delinquent in any payment to any of its employees for any wages, salaries,
      commissions, bonuses or other direct compensation for any services performed
      by
      any such employees, nor is the Company, Blacklist or the Company Subsidiary
      delinquent in any material payment to any of its consultants, freelancers,
      or
      independent contractors. Except as indicated in Section 3.09(b) of the Company
      Disclosure Schedule, upon termination of the employment of any directors,
      officers or employees, or the discontinuation of the use of the services of
      any
      consultants, freelancers or independent contractors, neither the Company,
      Blacklist, the Company Subsidiary nor Parent will by reason of the transactions
      contemplated pursuant to this Agreement or anything done prior to the Closing
      Date be liable to any of such directors, officers, employees, consultants,
      freelancers or independent contractors for severance pay or any other payments
      (other than accrued salary, vacation or such pay in accordance with normal
      policies or amount required to be paid under applicable Laws). 

     

    
      
        
        

      

      
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    (c)  Each
      of
      the Company and Blacklist has previously delivered or made available to Parent
      true and complete copies of all employment, consulting, termination and
      severance Contracts, including all non-competition, non-solicitation,
      non-disclosure, inventions, and other restrictive covenant Contracts, with
      or
      for the benefit of, or otherwise relating to, any current or former directors,
      officers, employees, consultants, freelancers or independent contractors of
      the
      Company, Blacklist and the Company Subsidiary, under which the Company,
      Blacklist, the Company Subsidiary, or any such director, officer, employee,
      consultant, freelancer or independent contractor has continuing
      obligations. Except as set forth on Section 3.09(c) of the Company Disclosure
      Schedule,
      none of
      the execution, delivery or performance of any Transaction Document by the
      Company or Blacklist, or the consummation by the Company and Blacklist of the
      transactions contemplated hereby or thereby will result in any obligation to
      pay
      any directors, officers, employees, consultants, freelancers, independent
      contractors, or any former directors, officers, employees, consultants, former
      freelancers or independent contractors of the Company, Blacklist or the Company
      Subsidiary severance pay or termination, retention or other
      benefits.
      Except
      as set forth on Section 3.09(c) of the Company Disclosure Schedule, neither
      the
      Company nor Blacklist has any policy, practice, plan or program of paying
      severance pay or any form of severance compensation in connection with the
      termination of employment or services.

     

    (d)  All
      employees are U.S. citizens or permanent residents, except as set forth on
      Section 3.09(d) of the Company Disclosure Schedule, which also indicates
      immigration status and date work authorization is scheduled to
      expire.

     

    (e)  Section
      3.09(e) of the Company Disclosure Schedule contains the most recent quarterly
      listing of workers’ compensation claims and a schedule of workers’ compensation
      claims of the Company and Blacklist with respect to the employees for the last
      three (3) years.

     

    
      
        
        

      

      
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    (f)  All
      current employees of the Company and Blacklist, and all former employees of
      the
      Company or Blacklist who were employed at any time on or after January 1, 2006
      have entered into confidentiality, inventions, non-competition, and
      non-solicitation agreements in favor of the Company or Blacklist, as applicable,
      that remain in effect.

     

    (g)  All
      persons who have performed services for the Company or Blacklist while
      classified as independent contractors have satisfied the requirements of Law
      to
      be so classified, and each of the Company and Blacklist has fully and accurately
      reported its compensation on IRS Forms 1099 or other applicable Tax forms for
      independent contractors when required to do so.

     

    (h)  Except
      as
      set forth on Section 3.09(h) of the Company Disclosure Schedule, no employee
      has
      given notice to, or received notice from, the Company, Blacklist or any of
      their
      Representatives that any such employee’s employment or service may be terminated
      or advised the Company, Blacklist or the Company Subsidiary of an intention
      to
      give such notice to, or is expected to receive notice from, the Company,
      Blacklist, the Company Subsidiary or any of their Representatives that any
      such
      employee’s employment or service may be terminated.

     

    (i)  Neither
      the Company nor Blacklist has ever maintained, contributed to or incurred any
      Liability under any Benefit Plan that is or was subject to ERISA or the U.S.
      Tax
      Code or any Foreign Pension Plan. There is no, nor has there ever been any,
      individual, person or entity that, together with the Company or Blacklist,
      has
      ever been treated as a single-employer within the meaning of Section 414(b),
      (c), (m) or (o) of the U.S. Tax Code or Section 4001(b) of ERISA.

     

    (j)  Section
      3.09(j) of the Company Disclosure Schedule sets forth a current, accurate and
      complete list of each Benefit Plan.

     

    (k)  Each
      of
      the Company and Blacklist has delivered or made available to Parent current,
      accurate and complete copies of (i) each Benefit Plan that has been reduced
      to writing and all amendments thereto and (ii) all trust agreements,
      insurance contracts, investment management agreements, investment advisory
      agreements, administrative services agreements or similar agreements maintained
      in connection with any Benefit Plan.

     

    (l)  No
      person
      previously employed by the Company, Blacklist or the Company Subsidiary has
      now
      or may have a right to return to work or a right to be reinstated or re-engaged
      by any applicable Law. Each of the Company, Blacklist and the Company Subsidiary
      has at all relevant times complied in all material respects with all its
      obligations under Law with respect to any aspect of the employment of its
      employees, including
      without limitation those Laws relating to wages, hours, worker classification,
      discrimination, equal opportunity, disability rights or benefits, workers’
compensation, employee leave, immigration, collective bargaining, health and
      safety, the payment and withholding of social security and other taxes, and
      WARN
      and any similar state or local “mass layoff” or “plant closing” Law
      . There
      are no administrative
      charges or court complaints pending or, to the Company’s Knowledge, threatened
      against the Company, Blacklist or the Company Subsidiary before the U.S. Equal
      Employment Opportunity Commission or any state or federal court or agency
      concerning alleged employment discrimination or any other employment or labor
      matters, including matters related to employee accidents or injuries (and there
      are no claims capable of arising or threatened by any party in respect to any
      accident or injury which is not fully covered by insurance of the Company,
      Blacklist or the Company Subsidiary). There
      are
      no complaints, charges or claims against the Company, Blacklist or the Company
      Subsidiary pending or, to knowledge of the Company, threatened that could be
      brought or filed with any governmental body or based on, arising out of, in
      connection with or otherwise relating to the employment or termination of
      employment or failure to employ by the Company or Blacklist, any individual.
      

     

    
      
        
        

      

      
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    (m)  To
      the
      Company’s Knowledge, no employees of the Company, Blacklist or the Company
      Subsidiary are in violation of any term of any employment contract,
      non-disclosure agreement, non-competition agreement, or any restrictive covenant
      to a former employer relating to the right of any such employee to be employed
      by the Company, Blacklist or the Company Subsidiary because of the nature of
      the
      business conducted or presently proposed to be conducted by the Company or
      to
      the use of trade secrets or proprietary information of others. No employees
      of
      the Company, Blacklist or the Company Subsidiary have given notice to the
      Company, Blacklist or the Company Subsidiary, nor does the Company, Blacklist
      or
      any Stockholder have any Knowledge, that any such employee intends to terminate
      his or her employment with the Company, Blacklist or the Company
      Subsidiary.

     

    (n)  Each
      Benefit Plan has been administered in all material respects in accordance with
      its terms and each of the Company, Blacklist and the ERISA Affiliates has in
      all
      material respects met its obligations with respect to each Benefit Plan and
      has
      made all required premium payments or contributions thereto. The Company,
      Blacklist, each ERISA Affiliate and each Benefit Plan are in compliance in
      all
      material respects with applicable law, including the provisions of ERISA and
      the
      Code and the regulations thereunder. No Benefit Plan has assets that cannot
      be
      readily liquidated at fair market value without adjustment, penalty or charge
      under the terms of the investment.

     

    (o)  There
      are
      no legal proceedings (except claims for benefits payable in the normal operation
      of the Benefit Plans and proceedings with respect to qualified domestic
      relations orders) against or involving any Benefit Plan or asserting any rights
      or claims to benefits under any Benefit Plan that could give rise to any
      material liability against the Company, Blacklist or the Company Subsidiary,
      and
      there are no audits involving any Benefit Plan by any governmental entity in
      progress, or for which notice has been received, or which has been concluded
      and
      resulted in any finding of a breach of fiduciary duty or any liability for
      the
      Company, Blacklist, the Company Subsidiary or any ERISA Affiliate.

     

    (p)  All
      the
      Benefit Plans that are intended to be qualified under Section 401(a) of the
      Code
      are so qualified and have received determination letters from the Internal
      Revenue Service to the effect that such Benefit Plans are qualified and the
      plans and the trusts related thereto are exempt from federal income taxes under
      Sections 401(a) and 501(a), respectively, of the Code, no such determination
      letter has been revoked and revocation has not been threatened, and no such
      Benefit Plan has been amended since the date of its most recent determination
      letter or application therefor in any respect, and no act or omission has
      occurred, that would adversely affect its qualification or materially increase
      its cost. No such plan has experienced a termination or partial termination.
      Each Benefit Plans that provides for compliance with Section 404(c) of ERISA,
      or
      is intended to comply with such provision, so complies.

     

    
      
        
        

      

      
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    (q)  None
      of
      the Company, Blacklist or any ERISA Affiliate has ever maintained an Employee
      Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. Except
      as
      set forth on Schedule 3.09(q) of the Company Disclosure Schedule, at no time
      since December 31, 2006 has the Company, Blacklist, the Company Subsidiary
      or
      any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as
      defined in Section 4001(a)(3) of ERISA).

     

    (r)  There
      are
      no obligations under any Benefit Plan providing welfare benefits after
      termination of employment, including but not limited to retiree health coverage,
      but excluding continuation of health coverage required to be continued under
      Section 4980B of the Code or other applicable law, but only to the extent such
      continuation coverage is provided solely at the participant’s
      expense.

     

    (s)  With
      respect to the Benefit Plans, there are no material benefit obligations for
      which contributions have not been made or properly accrued and there are no
      benefit obligations which have not been accounted for by reserves, or otherwise
      properly footnoted in accordance with GAAP, on the Financial
      Statements.

     

    (t)  No
      act or
      omission has occurred and no condition exists with respect to any Benefit Plan
      that would subject the Company, Blacklist, the Company Subsidiary or any ERISA
      Affiliate to (i) any material fine, penalty, tax or liability of any kind
      imposed under ERISA or the Code or (ii) any material contractual indemnification
      or contribution obligation protecting any fiduciary, insurer or service provider
      with respect to any Benefit Plan, nor will any of the transactions contemplated
      by this agreement give rise to such an obligation.

     

    (u)  Each
      Benefit Plan is amendable and terminable unilaterally by the Company or
      Blacklist at any time without liability or expense to the Company, Blacklist
      or
      such Benefit Plan as a result thereof (other than for benefits accrued through
      the date of termination or amendment and reasonable administrative expenses
      related thereto) and no Benefit Plan, plan documentation or agreement, summary
      plan description or other written communication distributed generally to
      employees by its terms prohibits the Company or Blacklist from amending or
      terminating any such Benefit Plan.

     

    (v)  Except
      as
      set forth on Schedule 3.09(v) of the Company Disclosure Schedule, there is
      no
      agreement with any stockholder, director, executive officer or other key
      employee (i) the benefits of which are contingent, or the terms of which are
      altered, upon the occurrence of a transaction involving the Company or Blacklist
      of the nature of any of the transactions contemplated by this Agreement, (ii)
      providing any term of employment or compensation guarantee or (iii) providing
      severance benefits or other benefits after the termination of employment of
      such
      director, executive officer or key employee. Except as set forth on Schedule
      3.09(v) of the Company Disclosure Schedule, there is no agreement or plan
      binding the Company or Blacklist, including any stock option plan, stock
      appreciation right plan, restricted stock plan, stock purchase plan, severance
      benefit plan or Benefit Plan, any of the benefits of which will be increased,
      or
      the vesting of the benefits of which will be accelerated, by the occurrence
      of
      any of the transactions contemplated by this Agreement or the value of any
      of
      the benefits of which will be calculated on the basis of any of the transactions
      contemplated by this Agreement.

     

    
      
        
        

      

      
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    (w)  Each
      Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in
      Code Section 409A(d)(1)) has been operated since January 1, 2005 in good faith
      compliance with Code Section 409A and IRS Notice 2005-1. No Benefit Plan that
      is
      a “nonqualified deferred compensation plan” has been materially modified (as
      determined under Notice 2005-1) after October 3, 2004. No event has occurred
      that would be treated by Code Section 409A(b) as a transfer of property for
      purposes of Code Section 83.

     

    (x)  Each
      of
      the Company,
      Blacklist and the Company Subsidiary has
      at
      all times and in all material respects properly classified each of its employees
      as employees and each of its independent contractors or employees of outside
      agencies as independent contractors or employees or those agencies, as
      applicable, and no claim has been made and no indication has been received
      from
      any Governmental Entity that such independent contractors or agency employees
      would be considered employees of the Company, Blacklist or the Company
      Subsidiary for employment law or tax purposes at any time.

     

    Section
      3.10.    Contracts.
      Except
      for the Contracts described in Section 3.10 of the Company Disclosure Schedule
      (individually, a “Material
      Contract”
and
      collectively, the “Material
      Contracts”),
      none
      of the Company, Blacklist or the Company Subsidiary is a party to or bound
      by
      any material Contract, including without limitation:

     

    (a)  any
      sales, advertising, distribution or agency contract in excess of $48,000 over
      the life of the contract or in excess of $4,000 a month if the Contract is
      for a
      period of less than 12 months;

     

    (b)  any
      continuing contract for the purchase of materials, supplies, equipment or
      services involving in the case of any such contact in excess of $48,000 over
      the
      life of the contract or in excess of $4,000 a month if the Contract is for
      a
      period of less than 12 months;

     

    (c)  any
      contract for which the current term extends beyond one year after the date
      of
      this Agreement;

     

    (d)  any
      trust
      indenture, mortgage, promissory note, loan agreement or other contract for
      the
      borrowing of money, any currency exchange, commodities or other hedging
      arrangement or any leasing transaction of the type required to be capitalized
      in
      accordance with GAAP;

     

    (e)  any
      contract for capital expenditures in excess of $48,000 in the
      aggregate;

     

    (f)  any
      contract limiting the freedom of the Company, Blacklist or the Company
      Subsidiary to engage in any line of business or to compete with any other
      corporation, partnership, limited liability company, trust, individual or other
      entity, or any confidentiality, secrecy or non-disclosure contract;

     

    (g)  any
      contract pursuant to which the Company, Blacklist or the Company Subsidiary
      is a
      lessor of any machinery, equipment, motor vehicles, office furniture, fixtures
      or other personal property, pursuant to which payments in excess of $12,000
      remain outstanding;

     

    (h)  any
      contract with an Affiliate;

     

    
      
        
        

      

      
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    (i)  any
      agreement of guarantee, support, indemnification, assumption or endorsement
      of,
      or any similar commitment with respect to, the obligations, liabilities (whether
      accrued, absolute, contingent or otherwise) or indebtedness of any other Person;
      

     

    (j)  any
      foreign currency forward exchange contracts; or

     

    (k)  any
      employment contract, arrangement or policy (including without limitation any
      collective bargaining contract or union agreement) which may not be immediately
      terminated without penalty (or any augmentation or acceleration of
      benefits).

     

    Each
      of
      the Company, Blacklist and the Company Subsidiary, as the case may be, has
      performed in all material respects all of the obligations required to be
      performed by it and is entitled to all benefits under, and has not received
      notice that it is in default in respect of any Material Contract. Each of the
      Material Contracts is valid and binding and in full force and effect, and there
      exists no default or event of default or event, occurrence, condition or act,
      with respect to the Company, Blacklist or the Company Subsidiary, or to the
      Company’s Knowledge, with respect to the other contracting party, which, with
      the giving of notice, the lapse of the time or the happening of any other event
      or conditions, would become a default or event of default under any Material
      Contract. True, correct and complete copies of all Material Contracts have
      been
      delivered or made available to Parent.

     

    Section
      3.11.    Litigation.
      There
      is no private or governmental action, suit, proceeding, claim, arbitration
      or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the Company’s Knowledge, threatened against the Company, Blacklist or any
      of their respective properties or any of their respective officers or directors
      (in their capacities as such) or any of their respective employees (in their
      capacities as such) or relating to the business of the Company or Blacklist,
      nor
      does the Company or Blacklist have any Knowledge that there is any basis for
      any
      of the foregoing. There is no judgment, decree or order against the Company,
      Blacklist or, to the Company’s Knowledge, any of their respective directors or
      officers or any of their respective employees, that could prevent, enjoin,
      or
      materially alter or delay any of the transactions contemplated by this
      Agreement, or that could reasonably be expected to have a Company Material
      Adverse Effect. Neither the Company nor Blacklist has any litigation pending
      against other parties.

     

    Section
      3.12.    Environmental
      Matters.
      To the
      Company’s Knowledge: (a) Each of the Company, Blacklist and the Company
      Subsidiary is in material compliance with all applicable Environmental Laws
      and
      all Company Permits required by Environmental Laws; (b) all past
      noncompliance, if any, of the Company, Blacklist or the Company Subsidiary
      with
      Environmental Laws or Environmental Permits has been resolved without any
      pending, ongoing or future obligation, cost or liability; and (c) none of the
      Company, Blacklist or the Company Subsidiary has released a Hazardous Material
      at, or transported a Hazardous Material to or from, any real property currently
      or formerly owned, leased or occupied by the Company, Blacklist or the Company
      Subsidiary, in violation of any Environmental Law.

     

    
      
        
        

      

      
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    Section
      3.13.    Intellectual
      Property.

     

    (a)  Section
      3.13(a) of
      the
      Company Disclosure Schedule contains a true and complete list of the Company’s,
      Blacklist’s and the Company Subsidiary’s patents, patent applications,
      registered trademarks, trademark applications, trademarks, trade names,
      registered service marks, service mark applications, service marks, Internet
      domain names, copyright registrations and applications and other filings and
      formal actions made or taken pursuant to Federal, state, local and foreign
      Laws
      by the Company, Blacklist or the Company Subsidiary to protect their interests
      in the Company Intellectual Property, and includes details of all due dates
      for
      further filings, maintenance, payments or other actions falling due in respect
      of the Company Intellectual Property within twelve (12) months of the Closing
      Date. All of the Company’s, Blacklist’s and the Company Subsidiary’s patents,
      patent applications, registered trademarks, trademark applications and
      registered copyrights remain in good standing with all fees and filings due
      as
      of the date hereof having been paid or made. 

     

    (b)  The
      Company Intellectual Property contains only those items and rights which are:
      (i) owned by the Company or Blacklist; (ii) in the public domain; or (iii)
      rightfully used by the Company or Blacklist pursuant to a valid and enforceable
      license or other agreement (the “Company
      Licensed Intellectual Property”),
      the
      parties, date, term and subject matter of each such license or other agreement
      (each, a “License
      Agreement”)
      being
      set forth on Section 3.13(b) of the Company Disclosure Schedule. Each of the
      Company and Blacklist has all rights in the Company Intellectual Property which
      includes all rights necessary to carry out the Company’s and Blacklist’s current
      activities, and the Company’s and Blacklist’s future activities to the extent
      such future activities are already planned, including without limitation, to
      the
      extent required to carry out such activities, rights to make, use, reproduce,
      modify, adopt, create derivative works based on, translate, distribute (directly
      and indirectly), transmit, display and perform publicly, license, rent and
      lease
      and, other than with respect to the Company Licensed Intellectual Property,
      assign and sell, the Company Intellectual Property.

     

    (c)  The
      reproduction, manufacturing, distribution, licensing, sublicensing, sale or
      any
      other exercise of rights in any Company Intellectual Property, product, work,
      technology or process as now used or offered or proposed for use, licensing
      or
      sale by the Company, Blacklist or the Company Subsidiary does not infringe
      on
      any proprietary or personal right of any Person such as patent, design right,
      trademark, trade name, service mark, trade dress, Internet domain name,
      copyright, database right, statistical model, technology, invention, supplier
      list, trade secret, know-how, computer software program or application of any
      Person, anywhere in the world. None of the Company, Blacklist or the Company
      Subsidiary has received notice of any pending or threatened claims (including
      offers to grant licenses) (i) challenging the validity, effectiveness or,
      other than with respect to the Company Licensed Intellectual Property, ownership
      by the Company or Blacklist of any Company Intellectual Property, or (ii) to
      the
      effect that the use, distribution, licensing, sublicensing, sale or any other
      exercise of rights in any product, work, technology or process as now used
      or
      offered or proposed for use, licensing, sublicensing or sale by the Company,
      Blacklist, the Company Subsidiary or their agents or use by their customers
      infringes or will infringe on or misappropriate any intellectual property or
      other proprietary or personal right of any Person. No such claims have been
      threatened by any Person, nor are there any valid grounds for any bona fide
      claim of any such kind. All of the rights within the Company Intellectual
      Property are enforceable and subsisting. To the Company’s Knowledge, there is no
      unauthorized use, infringement or misappropriation of any Company Intellectual
      Property by any third party, employee or former employee. No materials owned
      by
      any customer of the Company, Blacklist or the Company Subsidiary have been,
      without the consent of such customer, incorporated into any product or
      materials sold, licensed or otherwise delivered by the Company, Blacklist or
      the
      Company Subsidiary to any other customer of the Company, Blacklist or the
      Company Subsidiary.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    (d)  All
      personnel, including employees, agents, consultants and contractors, who have
      contributed to or participated in the conception and development of the Company
      Intellectual Property on behalf of the Company, Blacklist or the Company
      Subsidiary, have executed non-disclosure agreements and either (i) have been
      a
      party to an enforceable agreement with the Company or Blacklist in accordance
      with applicable national and state Law that accords the Company and Blacklist
      full, effective, exclusive and original ownership of all tangible and intangible
      property as “works-for-hire,” arising from the efforts of such personnel, or
      (ii) have executed appropriate instruments of assignment in favor of the Company
      or Blacklist that have conveyed to the Company and Blacklist full, effective
      and
      exclusive ownership of all tangible and intangible property arising from the
      efforts of such personnel.

     

    (e)  None
      of
      the Company, Blacklist or the Company Subsidiary, nor as a result of the
      execution or delivery of this Agreement, or performance of the Company’s or
      Blacklist’s obligations hereunder, will the Company, Blacklist or the Company
      Subsidiary be, in violation of any license, sublicense, agreement or instrument
      to which the Company, Blacklist or the Company Subsidiary is a party or
      otherwise bound, nor will execution or delivery of this Agreement, or
      performance of the Company’s or Blacklist’s obligations hereunder, cause the
      diminution, termination or forfeiture of any the Company Intellectual Property
      except, in any such case, any of the foregoing that will not reasonably be
      expected to have a Company Material Adverse Effect.

     

    (f)  Section
      3.13(f) of the Company Disclosure Schedule contains a true and complete list
      of
      all of the material software programs used by the Company, Blacklist or the
      Company Subsidiary (the “Company
      Software Programs”).
      Each
      of the Company, Blacklist and the Company Subsidiary owns full and unencumbered
      right and good, valid and marketable title to such Company Software Programs
      that it owns, free and clear of all mortgages, pledges, liens, security
      interests, conditional sales agreements, encumbrances or charges of any kind.
      Each of the Company, Blacklist and the Company Subsidiary has full and
      unrestricted rights to use the Company Software Programs that it licenses,
      pursuant to license agreements listed in Section 3.13(b) of the Company
      Disclosure Schedule.

     

    (g)  The
      source code and system documentation relating to the Company Software Programs
      have been maintained in strict confidence and (i) have been disclosed by the
      Company or Blacklist only to those of their respective employees who have a
      “need to know” the contents thereof in connection with the performance of their
      duties to the Company or Blacklist and who have executed nondisclosure
      agreements with the Company or Blacklist; and (ii) have been disclosed to only
      those third parties who have executed nondisclosure agreements with the Company,
      Blacklist or the Company Subsidiary.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    (h)  The
      Company Intellectual Property is free and clear of any and all mortgages,
      pledges, liens, security interests, conditional sale agreements, encumbrances
      or
      charges of any kind.

     

    (i)  Neither
      the Company nor Blacklist owes nor will owe any royalties or other payments
      to
      third parties in respect of the Company Intellectual Property. All royalties
      or
      other payments that have accrued prior to the Closing Date have been paid or
      reserved for in the Company’s or Blacklist’s financial records.

     

    (j)  To
      the
      Company’s Knowledge, the Company Software Programs contain no “viruses” that
      could reasonably be expected to have a Company Material Adverse Effect. For
      the
      purposes of this Agreement, “virus” means any computer code designed to disrupt,
      disable or harm in any manner the operation of any software or hardware
      including, without limitation, worms, bombs, backdoors, clocks, timers, or
      other
      disabling device code, designs or routines which cause the software to be
      erased, inoperable, or otherwise incapable of being used, either automatically
      or upon command by any party.

     

    (k)  No
      product developed by the Company or Blacklist (including any product currently
      under development by the Company or Blacklist) contains any code that is, in
      whole or in part, subject to the provisions of any license to software that
      is
      made generally available to the public without requiring payment of fees or
      royalties (including without limitation any obligation or condition under any
      “open source” license such as, without limitation, the GNU General Public
      License, GNU Lesser General Public License, Mozilla Public License or BSD
      licenses). No Company
      Software Program is
      subject to any license terms that (i) require, or condition the use or
      distribution of any Company
      Software Program on
      the
      disclosure, licensing or distribution of any source code for any portion of
      such
Company
      Software Program or
      (ii)
      otherwise impose any limitation, restriction or condition on the right or
      ability of the Company, Blacklist or the Company Subsidiary to use or distribute
      any Company Intellectual Property owned by them.

     

    Section
      3.14.    Taxes.

     

    (a)  Each
      of
      the Company, Blacklist and the Company Subsidiary has filed on a timely basis
      all Tax Returns that it was required to file, and all such Tax Returns were
      complete and accurate in all material respects. None of the Company, Blacklist
      or the Company Subsidiary is or has ever been a member of a group of
      corporations with which it has filed (or been required to file) consolidated,
      combined or unitary Tax Returns, other than a group the common parent of which
      is the Company. Each of the Company, Blacklist and the Company Subsidiary has
      paid on a timely basis all Taxes that were due and payable. The unpaid Taxes
      of
      the Company, Blacklist and the Company Subsidiary for tax periods through the
      date of the Consolidated Financial Statements do not exceed the accruals and
      reserves for Taxes (excluding accruals and reserves for deferred Taxes
      established to reflect timing differences between book and Tax income) set
      forth
      on the balance sheet included with the Consolidated Financial Statements, and
      all unpaid Taxes of the Company, Blacklist and the Company Subsidiary for all
      tax periods commencing after the date of the Consolidated Financial Statements
      arose in the Ordinary Course of Business and are of a type and amount
      commensurate with Taxes attributable to prior similar periods. None of the
      Company, Blacklist or the Company Subsidiary (i) has any actual or potential
      liability under Treasury Regulations Section 1.1502-6 (or any comparable or
      similar provision of federal, state, local or foreign law), as a transferee
      or
      successor, pursuant to any contractual obligation, or otherwise for any Taxes
      of
      any person other than the Company, Blacklist or the Company Subsidiary, or
      (ii)
      is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or
      similar agreement. All Taxes that the Company, Blacklist or the Company
      Subsidiary is or was required by law to withhold or collect have been duly
      withheld or collected and, to the extent required, have been paid to the proper
      Governmental Entity. Each
      of
      the
      Company, Blacklist and the Company Subsidiary has complied with all information
      reporting and back-up withholding requirements including maintenance of the
      required records with respect thereto, in connection with amounts paid to any
      employee, shareholder, independent contractor, creditor or other third
      party.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (b)  For
      all
      taxable periods for which the statute of limitations has not yet expired, the
      Company has delivered to the Parent (i) complete and correct copies of all
      Tax
      Returns of the Company, Blacklist and the Company Subsidiary relating to Taxes
      for all taxable periods for which the applicable statute of limitations has
      not
      yet expired and (ii) complete and correct copies of all private letter rulings,
      revenue agent reports, information document requests, notices of proposed
      deficiencies, deficiency notices, protests, petitions, closing agreements,
      settlement agreements, pending ruling requests and any similar documents
      submitted by, received by or agreed to by or on behalf of the Company, Blacklist
      or the Company Subsidiary and relating to Taxes. The federal Income Tax Returns
      of the Company, Blacklist and the Company Subsidiary have been audited by the
      Internal Revenue Service or are closed by the applicable statute of limitations
      for all taxable years through the taxable year specified in Section 3.14(b)
      of
      the Disclosure Schedule. None of the Company, Blacklist or the Company
      Subsidiary has (i) waived any statute of limitations with respect to Taxes
      or
      agreed to extend the period for assessment or collection of any Taxes, (ii)
      requested any extension of time within which to file any Tax Return, which
      Tax
      Return has not yet been filed, or (iii) executed or filed any power of attorney
      with any taxing authority which is still in force. No examination or audit
      of
      any Tax Return of the Company, Blacklist or the Company Subsidiary by any
      Governmental Entity is currently in progress or, to the knowledge of the
      Company, Blacklist the Company Subsidiary or any of the Stockholders, threatened
      or contemplated. None of the Company, Blacklist or the Company Subsidiary has
      been informed by any jurisdiction that the jurisdiction believes that the
      Company, Blacklist or the Company Subsidiary was required to file any Tax Return
      that was not filed. 

     

    (c)  None
      of
      the Company, Blacklist or the Company Subsidiary (i) has been a United States
      real property holding corporation within the meaning of Section 897(c)(2) of
      the
      Code during the applicable period specified in Section 897(c)(l)(A)(ii) of
      the
      Code; (ii) has made any payment, is obligated to make any payment, or is a
      party
      to any agreement that could obligate it to make any payment that may be treated
      as an “excess parachute payment” under Section 280G of the Code (without
      regard to Sections 280G(b)(4) and 280G(b)(5) of the Code); or (iii) is or has
      been required to make a basis reduction pursuant to Treasury Regulation Section
      1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).

     

    (d)  None
      of
      the assets of the Company, Blacklist or the Company Subsidiary (i) is
“tax-exempt use property” within the meaning of Section 168(h) of the Code; (ii)
      is subject to a lease under Section 7701(h) of the Code or under any predecessor
      section; or (iii) directly or indirectly secures any debt the interest on which
      is tax exempt under Section 103(a) of the Code.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    (e)  None
      of
      the Company, Blacklist or the Company Subsidiary will be required to include
      any
      item of income in, or exclude any item of deduction from, taxable income for
      any
      period (or any portion thereof) ending after the Closing Date as a result of
      any
      (i) deferred intercompany gain or any excess loss account described in
      Treasury Regulations under Section 1502 of the Code (or any corresponding
      provision of state, local or foreign Tax law), (ii) closing agreement as
      described in Section 7121 of the Code (or any corresponding or similar provision
      of state, local or foreign Tax law) executed on or prior to the Closing Date,
      (iii) installment sale or other open transaction disposition made on or
      prior to the Closing Date, or (iv) prepaid amount received on or prior to the
      Closing Date.

     

    (f)  There
      are
      no adjustments under Section 481 of the Code (or any similar adjustments under
      any provision of the Code or the corresponding foreign, state or local Tax
      laws)
      that are required to be taken into account by the Company, Blacklist or the
      Company Subsidiary in any period ending after the Closing Date by reason of
      a
      change in method of accounting in any taxable period ending on or before the
      Closing Date or as a result of the transactions contemplated by this
      Agreement.

     

    (g)  There
      is
      currently no limitation, and no limitation will arise prior to the Closing,
      on
      the utilization by either the Company or the Company Subsidiary of its net
      operating losses, built-in losses, Tax credits, or similar items under Sections
      382, 383, or 384 of the Code or comparable provisions of foreign state or local
      law (other than any such limitation arising as a result of the consummation
      of
      the transactions contemplated by this Agreement). 

     

    (h)  None
      of
      the Company, Blacklist or the Company Subsidiary has distributed to its
      stockholders or security holders stock or securities of a controlled
      corporation, nor has stock or securities of the Company, Blacklist or the
      Company Subsidiary been distributed, in a transaction to which Section 355
      of
      the Code applies (i) in the two years prior to the date of this Agreement or
      (ii) in a distribution that could otherwise constitute part of a "plan" or
      "series of related transactions" (within the meaning of Section 355(e) of the
      Code) that includes the transactions contemplated by this
      Agreement.

     

    (i)  None
      of
      the Company, Blacklist or the Company Subsidiary owns any interest in an entity
      that is characterized as a partnership for federal income Tax purposes. The
      Company Subsidiary (i) is incorporated under the laws of England and Wales;
      (ii)
      is, and has always been, resident for Tax purposes solely in the United Kingdom;
      (iii) has never had any agency, branch, place of business, or representative
      office in any other jurisdiction; (iv) is, and has always been, classified
      as an
      association taxable as a corporation for U.S. Tax purposes. Blacklist is, and
      has always been, classified as a partnership for U.S. Tax purposes.

     

    (j)  Section
      3.14(j) sets forth each jurisdiction (other than United States federal) in
      which
      the Company, Blacklist or the Company Subsidiary files, is required to file
      or
      has been required to file a Tax Return or is or has been liable for any Taxes
      on
      a "nexus" basis.

     

    (k)  The
      Company Subsidiary is not and has not been a passive foreign investment company
      within the meaning of Sections 1291-1297 of the Code.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (l)  None
      of
      the Company, Blacklist or the Company Subsidiary has incurred (or been
      allocated) an "overall foreign loss" as defined in Section 904(f)(2) of the
      Code
      which has not been previously recaptured in full as provided in Sections
      904(f)(1) and/or 904(f)(3) of the Code.

     

    (m)  None
      of
      the Company, Blacklist or the Company Subsidiary is a party to a gain
      recognition agreement under Section 367 of the Code.

     

    (n)  There
      are
      no liens or other encumbrances with respect to Taxes upon any of the assets
      or
      properties of the Company, Blacklist or the Company Subsidiary, other than
      with
      respect to Taxes not yet due and payable.

     

    (o)  None
      of
      the Shares held by the Stockholders is non-transferable and subject to a
      substantial risk of forfeiture within the meaning of Section 83 of the Code
      with
      respect to which a valid election under Section 83(b) of the Code has not been
      made.

     

    (p)  None
      of
      the Company, Blacklist or the Company Subsidiary is or ever has been a party
      to
      a transaction or agreement that is in conflict with the Tax rules on transfer
      pricing in any relevant jurisdiction. 

     

    (q)  None
      of
      the Company, Blacklist or the Company Subsidiary has engaged in any “reportable
      transaction” for purposes of Treasury Regulation Sections 1.6011-4(b) or Code
      Section 6111 or any analogous provision of state or local law.

     

    Section
      3.15.    Insurance.
      Each of
      the Company, Blacklist and the Company Subsidiary is presently insured, and
      since inception has been insured, against such risks as companies engaged in
      a
      similar business would, in accordance with good business practice, customarily
      be insured. The policies of fire, theft, liability and other insurance
      maintained with respect to the assets or businesses of the Company, Blacklist
      and the Company Subsidiary provide adequate coverage against loss. There is
      no
      material claim pending under any of such policies as to which coverage has
      been
      questioned, denied or disputed by the underwriters of such policies. The Company
      has delivered or made available to Parent a complete and correct list as of
      the
      date hereof of all insurance policies maintained by the Company, Blacklist
      and
      the Company Subsidiary, and has made available to Parent complete and correct
      copies of all such policies, together with all riders and amendments thereto.
      All such policies are in full force and effect and all premiums due thereon
      have
      been paid to the date hereof. Each of the Company, Blacklist and the Company
      Subsidiary has complied in all material respects with the terms of such
      policies. The Company has no Knowledge of any threatened termination of, or
      material premium increase with respect to, any of such policies. To the
      Company’s Knowledge, there are no facts or circumstances that could reasonably
      be expected to result in the denial of insurance coverage under policies issued
      to the Company, Blacklist or the Company Subsidiary in respect of such suits,
      claims, actions, proceedings and investigations. 

     

    Section
      3.16.    Properties.
      Each of
      the Company, Blacklist and the Company Subsidiary has good and marketable title
      to all of its properties and assets, free and clear of all material Liens,
      whether tangible or intangible, real, personal or mixed, reflected in the
      Consolidated Financial Statements as being owned by the Company, Blacklist
      or
      the Company Subsidiary as of the date thereof, other than (i) any properties
      or
      assets that have been sold or otherwise disposed of in the ordinary course
      of
      business since the date of such financial statements, (ii) Liens disclosed
      in
      the notes to the Consolidated Financial Statements and (iii) Liens arising
      in
      the ordinary course of business after the date of such financial statements.
      All
      properties used in the Company’s, Blacklist’s and the Company Subsidiary’s
      operations are reflected in the balance sheets included in the Consolidated
      Financial Statements to the extent GAAP require the same to be reflected. All
      buildings, and all fixtures, equipment and other property and assets that are
      material to its business on a consolidated basis, and held under leases or
      sub-leases by the Company, Blacklist or the Company Subsidiary, are held under
      valid instruments enforceable against the Company, Blacklist or the Company
      Subsidiary in accordance with their respective terms, subject to applicable
      Laws
      of bankruptcy, insolvency or similar Laws relating to creditors’ rights
      generally and to general principles of equity (whether applied in a proceeding
      in law or equity). Substantially all of the Company’s, Blacklist’s and the
      Company Subsidiary’s equipment in regular use has been reasonably maintained and
      is in serviceable condition, reasonable wear and tear excepted. Each of the
      Company and Blacklist owns or has the valid and subsisting right to use all
      assets and properties necessary to operate its business in the manner presently
      conducted.

     

    
      
        
        

      

      
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    Section
      3.17.    Affiliates.
      Section
      3.17 of the Company Disclosure Schedule sets forth the names and addresses
      of
      each Person who is, in the Company’s reasonable judgment, an Affiliate of the
      Company or of Blacklist. Neither the Company nor Blacklist is indebted to,
      nor
      does it owe any contractual commitment or arrangement to, with or for the
      benefit of, any director, officer, employee, Affiliate or agent of the Company,
      Blacklist or the Company Subsidiary (except for amounts due as normal salaries
      and bonuses and in reimbursement of ordinary expenses). To the Company’s
      Knowledge, no current or former director, officer, employee, Affiliate or agent
      of the Company or of Blacklist is presently, or, in the last three years has
      been, the direct or indirect owner of an interest in any corporation, firm,
      association, or business organization which is a present (or potential)
      competitor, supplier or customer of the Company, Blacklist or the Company
      Subsidiary. Except for normal salaries and bonuses and reimbursement of ordinary
      expenses, since December 31, 2006, none of the Company, Blacklist or the Company
      Subsidiary has made any payments, loans or advances of any kind, or paid any
      dividends or distributions of any kind, to or for the benefit of the
      Stockholders, or any of their respective affiliates, associates or family
      members.

     

    Section
      3.18.    Brokers.
      No
      broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the transactions contemplated hereby
      based upon arrangements made by or on behalf of the Company or
      Blacklist. 

     

    Section
      3.19.    Certain
      Business Practices.
      None of
      the Company, Blacklist, the Company Subsidiary, nor, to the Company’s Knowledge,
      any directors, officers, agents or employees of the Company, Blacklist or the
      Company Subsidiary (in their capacities as such) has (i) used any funds for
      unlawful contributions, gifts, entertainment or other unlawful expenses relating
      to political activity, (ii) made any unlawful payment to foreign or domestic
      government officials or employees or to foreign or domestic political parties
      or
      campaigns or violated any provision of the Foreign Corrupt Practices Act of
      1977, as amended, or (iii) made any other unlawful payment.

     

    
      
        
        

      

      
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    Section
      3.20.    Accounts
      Receivable.
      Subject
      to any reserves set forth in the Consolidated Financial Statements, the accounts
      receivable shown on the Consolidated Financial Statements represent bona fide
      claims for sales and other charges, and are not subject to discount except
      for
      normal cash and immaterial trade discounts. The amount carried for doubtful
      accounts and allowances disclosed in the Consolidated Financial Statements
      was
      calculated in accordance with GAAP and in a manner consistent with prior periods
      and is sufficient to provide for any losses which may be sustained on
      realization of the receivables.

     

    Section
      3.21.    Customers
      and Suppliers.
      No
      customer which individually accounted for more than 1% of the Company’s gross
      revenues or of Blacklist’s gross revenues during the 12-month period preceding
      the date hereof has canceled or terminated in writing, or made any written
      threat to the Company or to Blacklist to cancel or otherwise terminate or
      decrease its relationship with the Company or Blacklist, or has decreased
      materially its relationship with the Company or Blacklist or its usage of the
      services or products of the Company or Blacklist, as the case may
      be.

     

    Section
      3.22.   Corporate
      Approvals.
      The
      Board of Directors of the Company has, as of the date of this Agreement,
      determined that each of the Subsidiary Merger and the Upstream Merger is fair
      to, and in the best interests of the Company and its stockholders.

     

    Section
      3.23.    Proxy
      Statement.
      The
      information to be supplied by the Company and Blacklist for inclusion in
      Parent’s proxy statement (such proxy statement as amended or supplemented is
      referred to herein as the “Proxy
      Statement”)
      shall
      not at the time the Proxy Statement is filed with the SEC and at the
      time
      it becomes effective under the Securities Act, contain any untrue statement
      of a
      material fact or omit to state any material fact required to be stated therein
      or necessary in order to make the statements therein not misleading. The
      information to be supplied by the Company and Blacklist for inclusion in the
      Proxy Statement to be sent in connection with the meeting of Parent’s
      stockholders to consider the approval of this Agreement (the “Parent
      Stockholders’ Meeting”)
      shall
      not, on the date the Proxy Statement is first mailed to Parent’s stockholders,
      and at the time of the Parent Stockholders’ Meeting, contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they are made, not false or misleading; or omit
      to
      state any material fact necessary to correct any statement provided by the
      Company or Blacklist in any earlier communication with respect to the
      solicitation of proxies for the Parent Stockholders’ Meeting which has become
      false or misleading.  Notwithstanding the foregoing, neither the Company
      nor Blacklist makes any representation or warranty with respect to any
      information supplied by Parent or any Person other than the Company or Blacklist
      which is contained in any of the foregoing documents.

     

    Section
      3.24.    Grants,
      Incentives and Subsidies.
      None of
      the Company, Blacklist or the Company Subsidiary has received any grants,
      incentive and subsidy programs from any Governmental Authority. None of the
      Company, Blacklist or the Company Subsidiary is subject to any obligation to
      pay
      royalties in connection with sales of its products.

     

    Section
      3.25.    Bank
      Accounts.
      Section
      3.25 of the Company Disclosure Schedule contains a complete and correct list
      of
      each bank account or safe deposit box of the Company and Blacklist, the names
      and locations of all banks in which the Company or Blacklist has accounts or
      safe deposit boxes, and the names of all persons authorized to draw thereon
      or
      to have access thereto.

     

    
      
        
        

      

      
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    Section
      3.26.    Books
      and Records.
      The
      books of accounts, minute books, stock record books, and other records of the
      Company and of Blacklist have been maintained in accordance with sound business
      practices in all material respects. The stock or ownership records of the
      Company as presented to Parent fairly and accurately reflect the record
      ownership of all of its outstanding shares of capital stock and securities
      convertible or exercisable into shares of capital stock. The membership
      ownership records of Blacklist as presented to Parent fairly and accurately
      reflect the record ownership of all of its membership interests and securities
      convertible or exercisable into membership interests.

     

    Section
      3.27.    Privacy
      and Data Security.
      To the
      Company’s knowledge, and without further inquiry, neither the Company, Blacklist
      nor the Company Subsidiary is subject to any Privacy Laws. For purposes of
      this
      section, “Privacy
      Laws”
shall
      mean any law related to the protection, privacy and security of sensitive
      personal information, including without limitation, the Gramm-Leach-Bliley
      Act,
      the European Union Data Protection Directive and any similar federal, state
      or
      foreign law or regulation.

     

    Section
      3.28.  Stockholder
      Approval and Member Approval.
      The
      Subsidiary Merger, the Upstream Merger and the transactions contemplated hereby
      have been adopted and approved by each of the Stockholders of the Company upon
      the execution and delivery of this Agreement by each such Stockholder. The
      purchase of the membership interests of Blacklist and the transactions
      contemplated hereby have been adopted and approved by each of the members of
      Blacklist upon the execution and delivery of this Agreement by each of such
      members. 

     

    Section
      3.29.    Representations
      and Warranties Complete.
      None of
      the representations or warranties made by the Stockholders, the Company or
      Blacklist herein or in any Company Disclosure Schedule hereto, or certificate
      furnished by the Company or Blacklist pursuant to this Agreement, when all
      such
      documents are read together in their entirety, contains or will contain at
      the
      Closing Date any untrue statement of a material fact, or omits or will omit
      at
      the Closing Date to state any material fact necessary in order to make the
      statements contained herein or therein, in the light of the circumstances under
      which made, not misleading.

     

    ARTICLE
      IV.

     

    REPRESENTATIONS
      AND WARRANTIES OF

    THE
      STOCKHOLDERS
      AND
      HOLDERS OF

    THE
      MEMBERSHIP INTERESTS

     

    Each
      Stockholder and holder of the Membership Interests, severally but not jointly,
      represents and warrants to Parent, but solely with respect to such Stockholder
      /
      holder of the Membership Interests, as follows:

     

    
      
        
        

      

      
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    Section
      4.01.    Authorization
      of Agreements, Etc.

     

    (a)  Such
      Stockholder has full legal capacity and unrestricted power to execute and
      deliver each Transaction Document to which such Stockholder is a party, and
      to
      perform his or her obligations hereunder and thereunder.

     

    (b)  The
      execution and delivery by each Stockholder of this Agreement and each
      Transaction Document to which such Stockholder is a party, and the performance
      by each Stockholder of his or her obligations hereunder and thereunder, have
      been duly authorized by all requisite action, and will not violate any provision
      of Law, any order of any court or other agency of government, any judgment,
      award or decree or any provision of any indenture, agreement or other instrument
      to which such Stockholder is a party, or by which such Stockholder or any of
      such Stockholder’s properties or assets is bound or affected, or conflict with,
      result in a breach of or constitute (with due notice or lapse of time or both)
      a
      material default under any such indenture, agreement or other instrument, or
      result in the creation or imposition of any lien, charge or encumbrance of
      any
      nature whatsoever upon any of the properties or assets of such
      Stockholder.

     

    Section
      4.02.    Validity.
      This
      Agreement has been duly executed and delivered by such Stockholder and
      constitutes, and each other Transaction Document to which such Stockholder
      is a
      party, when executed and delivered by such Stockholder as contemplated hereby,
      will constitute, the legal, valid and binding obligations of such Stockholder,
      enforceable against such Stockholder in accordance with their respective terms,
      except to the extent that its enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization or other Laws affecting the enforcement
      of creditors’ rights generally or by general equitable principles.

     

    Section
      4.03.    Title
      to Shares / Membership Interests.
      Such
      Stockholder is the lawful holder of record and beneficial owner of the number
      of
      shares of Company Common Stock and/or Company Class B Common Stock, as
      applicable, set forth opposite the name of such Stockholder in Schedule
      I
      to this
      Agreement under the heading “Common Shares,” and such Stockholder is the lawful
      holder of record and beneficial owner of the membership interests of Blacklist
      set forth opposite the name of such Stockholder in Table A of Schedule
      II
      to this
      Agreement, in each case free and clear of any and all pledges, security
      interests, Liens, charges or other encumbrances of any nature whatsoever. The
      delivery by each Stockholder of certificates or instruments and agreements
      evidencing the number of Common Shares set forth opposite the name of such
      Stockholder as aforesaid, duly endorsed for transfer or accompanied by stock
      transfer powers duly endorsed in blank, to Parent pursuant to Section 2.06(b)
      above, against payment or in exchange for the securities provided pursuant
      to
      Section 2.04(a) above, will transfer valid record title and beneficial ownership
      to said Common Shares to Parent, free and clear of any and all pledges, security
      interests, liens, charges or other encumbrances of any nature
      whatsoever.
      The
      delivery by each holder of Membership Interests of certificates or instruments
      and agreements evidencing the Membership Interests set forth opposite the name
      of such holder as aforesaid, duly endorsed for transfer or accompanied by stock
      transfer powers duly endorsed in blank, to Parent pursuant to Section 2.17
      above, against payment provided pursuant to Section 2.17 above, will transfer
      valid record title and beneficial ownership to said Membership Interests to
      Parent, free and clear of any and all pledges, security interests, liens,
      charges or other encumbrances of any nature whatsoever.

     

    
      
        
        

      

      
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    Section
      4.04.    Brokers.
      No
      broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the transactions contemplated hereby
      based upon arrangements made by or on behalf of such Stockholder.

     

    Section
      4.05.    Accredited
      Investor or Non-U.S. Person.
      Such
      Stockholder, is either an accredited investor, a non-U.S. Person or has
      sufficient knowledge and experience in financial and business matters that
      such
      Stockholder is capable of evaluating the merits and risks of the acquisition
      of
      Parent Common Stock pursuant to this Agreement and is capable of making an
      informed investment decision with respect to such acquisition of Parent Common
      Stock.

     

    Section
      4.06.    Interested
      Party Transactions.

     

    (a)  Neither
      such Stockholder nor any member of his or her immediate family is indebted
      to
      the Company, nor is the Company indebted (or committed to make loans or extend
      or guarantee credit) to any of them, other than (i) for payment of salary for
      services rendered, (ii) reimbursement for reasonable expenses incurred on behalf
      of the Company, and (iii) for other employee benefits made generally available
      to all employees. 

     

    (b)  Neither
      such Stockholder nor any member of his or her immediate family is, directly
      or
      indirectly, interested in any Material Contract (other than such contracts
      as
      relate to any such Person’s ownership of capital stock or other securities of
      the Company or such Person’s employment with the Company).

     

    Section
      4.07.    Tax
      Treatment of the Merger.
      Each
      Stockholder represents and warrants that it has independently obtained advice
      from its own independent legal counsel and/or tax accountant regarding tax
      matters, including the tax treatment of the Mergers, and each Stockholder is
      relying solely on such advice. Each Stockholder represents and warrants that
      it
      is not relying upon any advice or any information or material furnished by
      Parent, or their representatives or affiliates, whether oral or written,
      expressed or implied, of any nature whatsoever regarding any tax matters,
      including the tax treatment of the Mergers.

     

    ARTICLE
      V.

     

    REPRESENTATIONS
      AND WARRANTIES OF PARENT

     

    Parent
      represents and warrants to the Company and the Stockholders as
      follows:

     

    Section
      5.01.    Organization
      and Qualification; Subsidiaries.
      Parent
      and each directly and indirectly owned Subsidiary of Parent (the “Parent
      Subsidiaries”)
      has
      been duly incorporated or otherwise organized and is validly existing and in
      good standing (to the extent applicable) under the laws of the jurisdiction
      of
      its incorporation or organization, as the case may be, and has the requisite
      corporate power and authority and all necessary governmental approvals to own,
      lease and operate its properties and to carry on its business as it is now
      being
      conducted. Parent and each Parent Subsidiary is duly qualified or licensed
      to do
      business, and is in good standing in each jurisdiction where the character
      of
      the properties owned, leased or operated by it or the nature of its business
      makes such qualification or licensing necessary, except for such failures to
      be
      so qualified or licensed and in good standing that would not reasonably be
      expected to have, individually or in the aggregate, a Parent Material Adverse
      Effect.

     

    
      
        
        

      

      
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    Section
      5.02.    Capitalization.

     

    (a)  As
      of the
      date of this Agreement, the authorized capital stock of Parent consists of
      (i) 21,000,000 shares of Parent Common Stock, of which 5,868,334 shares
      were issued and outstanding at September 30, 2007, and (ii) 1,000,000 shares
      of
      Preferred Stock, par value $0.0001 per share, of which no shares are currently
      issued and outstanding. All of the outstanding shares of the Parent Common
      Stock
      have been validly issued and are fully paid and nonassessable and not subject
      to
      preemptive rights.

     

    (b)  All
      of
      the shares of the Parent Common Stock to be issued to the Stockholders in
      connection with the transactions contemplated hereby, when issued in accordance
      with this Agreement, will be validly issued, fully paid and nonassessable and
      not subject to any contractual restriction, preemptive rights or similar
      contractual rights granted by Parent.

     

    (c)  Except
      as
      contemplated by this Agreement or the Parent SEC Reports (as defined in Section
      5.09(a) below), there are no registrations rights, and there is no voting trust,
      proxy, rights plan, antitakeover plan or other agreements or understandings
      to
      which the Parent is a party or by which the Parent is bound with respect to
      any
      equity security of any class of the Parent.

     

    Section
      5.03.    Authority
      Relative to this Agreement.
      Parent
      has all necessary corporate power and authority to execute and deliver this
      Agreement and each other Transaction Document to which it is a party, to perform
      its obligations hereunder and thereunder and to consummate the transactions
      contemplated hereby and thereby. The execution and delivery of this Agreement
      and each other Transaction Document to which it is a party by Parent and the
      consummation by Parent of the transactions contemplated hereby and thereby
      have
      been duly and validly authorized by all necessary corporate action, and no
      other
      corporate proceedings on the part of Parent are necessary to authorize this
      Agreement or any other Transaction Document to which Parent is a party or to
      consummate such transactions, other than the Parent Stockholder Approval. This
      Agreement has been, and each other Transaction Document to which it is a party
      will be, duly executed and delivered by Parent. Assuming the due authorization,
      execution and delivery by the Company and the Stockholders, this Agreement
      constitutes, and each other Transaction Document to which it is a party will
      constitute, legal, valid and binding obligations of Parent, enforceable against
      Parent in accordance with their respective terms, except to the extent that
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization or other Laws affecting the enforcement of creditors’ rights
      generally or by general equitable principles. 

     

    Section
      5.04.    No
      Conflict; Required Filings and Consents.

     

    (a)  The
      execution and delivery of this Agreement by Parent and the execution and
      delivery of each other Transaction Document to which it is a party by Parent,
      do
      not, and the performance by Parent of its obligations hereunder and/or
      thereunder, as the case may be, and the consummation of the transactions
      contemplated hereby and thereby will not, (i) conflict with or violate any
      provision of the organizational documents of Parent or any equivalent
      organizational documents of any Parent Subsidiary, (ii) conflict with or violate
      any Law applicable to Parent or any other Parent Subsidiary or by which any
      property or asset of Parent or any Parent Subsidiary is bound or affected or
      (iii) result in any breach of or constitute a default (or an event which
      with the giving of notice or lapse of time or both could reasonably be expected
      to become a default) under, or give to others any right of termination,
      amendment, acceleration or cancellation of, or result in the creation of a
      lien
      or other encumbrance on any material property or asset of Parent or any Parent
      Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract,
      agreement, lease, license, permit, franchise or other instrument or obligation
      in each case, with respect to clauses (ii) and (iii) of this Section 5.04(a),
      which will result in a Parent Material Adverse Effect. 

     

    
      
        
        

      

      
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    (b)  Assuming
      the accuracy of the representations and warranties set forth in Article III
      and
      Article IV, the execution and delivery of this Agreement by Parent do not,
      and
      the execution of each other Transaction Document to which it is a party will
      not, and the performance by Parent of its obligations hereunder and the
      consummation of the transactions contemplated hereby will not, require any
      consent, approval, authorization or permit of, or filing by Parent with or
      notification by Parent to, any Governmental Entity. 

     

    Section
      5.05.   Board
      Approval.
      The
      Board of Directors of Parent (including any required committee or subgroup
      of
      the Board of Directors of Parent) has, as of the date of this Agreement,
      unanimously (i) declared the advisability of the Mergers and approved this
      Agreement and the transactions contemplated hereby, (ii) determined that the
      Mergers are in the best interests of the stockholders of Parent, (iii)
      determined that the fair market value of the Company is equal to at least 80%
      of
      Parent’s net assets, and (iv) determined to recommend to Parent’s stockholders
      that they vote in favor of the proposals to be presented at the Parent
      Stockholders’ Meeting.

     

    Section
      5.06.    Trust
      Fund.
      As of
      the date hereof and immediately prior to the Closing, Parent has at least
      $27,400,000 invested in United States Government securities or in money market
      funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940 in a trust account administered by American
      Stock
      Transfer & Trust Company (the “Trust
      Fund”).
      At
      the Closing, Parent may use a portion of such funds (A) as Parent is required
      to
      pay to stockholders who elect to have their shares converted to cash in
      accordance with the provisions of Parent’s organizational documents, (B) as are
      needed to pay the deferred underwriter’s discount to EarlyBirdCapital as more
      fully described in the Underwriting Agreement entered into in connection with
      the initial public offering of Parent and (C) to pay any expenses of Parent
      incurred in connection with its pursuit of a business combination in excess
      of
      the cash held out of the trust account.

     

    Section
      5.07.    Subsidiaries. 

     

    (a)  Except
      for Merger Sub, which is a wholly owned subsidiary of Parent, Parent has no
      Subsidiaries and does not own, directly or indirectly, any ownership, equity,
      profits or voting interest in any Person or has any agreement or commitment
      to
      purchase any such interest, and Parent has not agreed and is not obligated
      to
      make nor is bound by any written, oral or other agreement, contract,
      subcontract, lease, binding understanding, instrument, note, option, warranty,
      purchase order, license, sublicense, insurance policy, benefit plan, commitment
      or undertaking of any nature, as of the date hereof or as may hereafter be
      in
      effect under which it may become obligated to make, any future investment in
      or
      capital contribution to any other entity.

     

    
      
        
        

      

      
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    (b)  Merger
      Sub is a corporation duly incorporated, validly existing and in good standing
      under the laws of the State of Delaware and has the requisite corporate power
      and authority to own, lease and operate its assets and properties and to carry
      on its business as it is now being or currently planned by Parent to be
      conducted. Complete and correct copies of the charter documents of Merger Sub,
      as amended and currently in effect, have been delivered to the Company or its
      counsel. Merger Sub is not in violation of any of the provisions of the Merger
      Sub’s charter documents.

     

    (c)  Merger
      Sub has no assets or properties of any kind, does not now conduct and has never
      conducted any business, and has and will have at the Closing no obligations
      or
      liabilities of any nature whatsoever except such obligations and liabilities
      as
      are imposed under this Agreement.

     

    Section
      5.08.    Compliance.
      Each of
      Parent and Merger Sub has complied with, is not in violation of, any Legal
      Requirements with respect to the conduct of its business, or the ownership
      or
      operation of its business, except for failures to comply or violations which,
      individually or in the aggregate, have not had and are not reasonably likely
      to
      have a Material Adverse Effect on Parent or Merger Sub. The business and
      activities of Parent and Merger Sub have not been and are not being conducted
      in
      violation of any Legal Requirements. Neither Parent nor Merger Sub is in default
      or violation of any term, condition or provision of its charter documents.
      No
      written notice of non-compliance with any Legal Requirements has been received
      by Parent or Merger Sub.

     

    Section
      5.09.    SEC
      Filings; Financial Statements.

     

    (a)  Parent
      has made available to the Company and the Stockholders a correct and complete
      copy of each report, registration statement and definitive proxy statement
      filed
      by Parent with the SEC (the “Parent
      SEC Reports”),
      which
      are all the forms, reports and documents required to be filed by Parent with
      the
      SEC prior to the date of this Agreement. As of their respective dates the Parent
      SEC Reports: (i) were prepared in accordance and complied in all material
      respects with the requirements of the Securities Act or the Exchange Act, as
      the
      case may be, and the rules and regulations of the SEC thereunder applicable
      to
      such Parent SEC Reports, and (ii) did not at the time they were filed (and
      if
      amended or superseded by a filing prior to the date of this Agreement then
      on
      the date of such filing and as so amended or superseded) contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. Except to the
      extent set forth in the preceding sentence, Parent makes no representation
      or
      warranty whatsoever concerning the Parent SEC Reports as of any time other
      than
      the time they were filed.

     

    
      
        
        

      

      
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    (b)  Each
      set
      of financial statements (including, in each case, any related notes thereto)
      contained in Parent SEC Reports, including each Parent SEC Report filed after
      the date hereof until the Closing, complied or will comply as to form in all
      material respects with the published rules and regulations of the SEC with
      respect thereto, was or will be prepared in accordance with U.S. GAAP applied
      on
      a consistent basis throughout the periods involved (except as may be indicated
      in the notes thereto or, in the case of unaudited statements, do not contain
      footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly
      presents or will fairly present in all material respects the financial position
      of Parent at the respective dates thereof and the results of its operations
      and
      cash flows for the periods indicated, except that the unaudited interim
      financial statements were, are or will be subject to normal adjustments which
      were not or are not expected to have a Material Adverse Effect on Parent taken
      as a whole.

     

    Section
      5.10.    No
      Undisclosed Liabilities.
      Parent
      has no liabilities (absolute, accrued, contingent or otherwise) of a nature
      required to be disclosed on a balance sheet or in the related notes to the
      financial statements included in Parent SEC Reports which are, individually
      or
      in the aggregate, material to the business, results of operations or financial
      condition of Parent, except (i) liabilities provided for in or otherwise
      disclosed in Parent SEC Reports filed prior to the date hereof, and (ii)
      liabilities incurred since September 30, 2007 in the ordinary course of
      business, none of which would have a Parent Material Adverse
      Effect.

     

    Section
      5.11.    Absence
      of Certain Changes or Events.
      Except
      as set forth in Parent SEC Reports filed prior to the date of this Agreement,
      and except as contemplated by this Agreement, since September 30, 2007, there
      has not been: (i) any Material Adverse Effect on Parent, (ii) any declaration,
      setting aside or payment of any dividend on, or other distribution (whether
      in
      cash, stock or property) in respect of, any of Parent’s capital stock, or any
      purchase, redemption or other acquisition by Parent of any of Parent’s capital
      stock or any other securities of Parent or any options, warrants, calls or
      rights to acquire any such shares or other securities, (iii) any split,
      combination or reclassification of any of Parent’s capital stock, (iv) any
      granting by Parent of any increase in compensation or fringe benefits, except
      for normal increases of cash compensation in the ordinary course of business
      consistent with past practice, or any payment by Parent of any bonus, except
      for
      bonuses made in the ordinary course of business consistent with past practice,
      or any granting by Parent of any increase in severance or termination pay or
      any
      entry by Parent into any currently effective employment, severance, termination
      or indemnification agreement or any agreement the benefits of which are
      contingent or the terms of which are materially altered upon the occurrence
      of a
      transaction involving Parent of the nature contemplated hereby, (v) entry by
      Parent into any licensing or other agreement with regard to the acquisition
      or
      disposition of any Intellectual Property other than licenses in the ordinary
      course of business consistent with past practice or any amendment or consent
      with respect to any licensing agreement filed or required to be filed by Parent
      with respect to any Governmental Entity, (vi) any material change by Parent
      in
      its accounting methods, principles or practices, except as required by
      concurrent changes in U.S. GAAP, (vii) any change in the auditors of
      Parent, (vii) any issuance of capital stock of Parent, or (viii) any
      revaluation by Parent of any of its assets, including, without limitation,
      writing down the value of capitalized inventory or writing off notes or accounts
      receivable or any sale of assets of Parent other than in the ordinary course
      of
      business.

     

    
      
        
        

      

      
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    Section
      5.12.    Litigation.
      There
      are no claims, suits, actions or proceedings pending or to Parent’s knowledge,
      threatened against Parent, before any court, governmental department,
      commission, agency, instrumentality or authority, or any
      arbitrator.

     

    Section
      5.13.    Employee
      Benefit Plans.
      Parent
      does not maintain, and has no liability under, any Plan, and neither the
      execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will (i) result in any payment (including
      severance, unemployment compensation, golden parachute, bonus or otherwise)
      becoming due to any stockholder, director or employee of Parent, or (ii) result
      in the acceleration of the time of payment or vesting of any such
      benefits.

     

    Section
      5.14.    Labor
      Matters.
      Parent
      is not a party to any collective bargaining agreement or other labor union
      contract applicable to persons employed by Parent, nor does Parent know of
      any
      activities or proceedings of any labor union to organize any such
      employees.

     

    Section
      5.15.    Business
      Activities.
      Since
      its organization, Parent has not conducted any business activities other than
      activities directed toward the accomplishment of a business combination. Except
      as set forth in the Parent’s organizational documents, there is no agreement,
      commitment, judgment, injunction, order or decree binding upon Parent or to
      which Parent is a party which has or could reasonably be expected to have the
      effect of prohibiting or materially impairing any business practice of Parent,
      any acquisition of property by Parent or the conduct of business by Parent
      as
      currently conducted other than such effects, individually or in the aggregate,
      which have not had and could not reasonably be expected to have, a Parent
      Material Adverse Effect.

     

    Section
      5.16.    Title
      to Property.
      Parent
      does not own or lease any real property or personal property. There are no
      options or other contracts under which Parent has a right or obligation to
      acquire or lease any interest in real property or personal
      property.

     

    Section
      5.17.    Taxes. 

     

    (a)  Parent
      has timely filed all Tax Returns required to be filed by Parent with any Tax
      authority prior to the date hereof, except such Tax Returns which are not
      material to Parent. All such Tax Returns are true, correct and complete in
      all
      material respects. Parent has paid all Taxes shown to be due on such Tax
      Returns.

     

    (b)  All
      Taxes
      that Parent is required by law to withhold or collect have been duly withheld
      or
      collected, and have been timely paid over to the proper governmental authorities
      to the extent due and payable.

     

    (c)  Parent
      has not been delinquent in the payment of any material Tax nor is there any
      material Tax deficiency outstanding, proposed or assessed against Parent, nor
      has Parent executed any unexpired waiver of any statute of limitations on or
      extending the period for the assessment or collection of any Tax.

     

    
      
        
        

      

      
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    (d)  No
      audit
      or other examination of any Tax Return of Parent by any Tax authority is
      presently in progress, nor has Parent been notified of any request for such
      an
      audit or other examination.

     

    (e)  No
      adjustment relating to any Tax Returns filed by Parent has been proposed in
      writing, formally or informally, by any Tax authority to Parent or any
      representative thereof.

     

    (f)  Parent
      has no liability for any material unpaid Taxes which have not been accrued
      for
      or reserved on Parent’s balance sheets included in the audited financial
      statements for the most recent fiscal year ended, whether asserted or
      unasserted, contingent or otherwise, which is material to Parent, other than
      any
      liability for unpaid Taxes that may have accrued since the end of the most
      recent fiscal year in connection with the operation of the business of Parent
      in
      the ordinary course of business, none of which is material to the business,
      results of operations or financial condition of Parent.

     

    Section
      5.18.    Environmental
      Matters.
      Except
      for such matters that, individually or in the aggregate, are not reasonably
      likely to have a Parent Material Adverse Effect: (i) Parent has complied
      with all applicable Environmental Laws; (ii) Parent is not subject to liability
      for any Hazardous Substance disposal or contamination on any third party
      property; (iii) Parent has not been associated with any release or threat of
      release of any Hazardous Substance; (iv) Parent has not received any notice,
      demand, letter, claim or request for information alleging that Parent may be
      in
      violation of or liable under any Environmental Law; and (v) Parent is not
      subject to any orders, decrees, injunctions or other arrangements with any
      Governmental Entity or subject to any indemnity or other agreement with any
      third party relating to liability under any Environmental Law or relating to
      Hazardous Substances.

     

    Section
      5.19.    Brokers.
      Except
      with respect to the payment of deferred underwriting discounts upon consummation
      of a business combination, no broker, finder or investment banker is entitled
      to
      any brokerage, finder’s or other fee or commission in connection with the
      transactions contemplated hereby.

     

    Section
      5.20.    Intellectual
      Property.
      Parent
      does not own, license or otherwise have any right, title or interest in any
      material Intellectual Property, except non-exclusive rights to the name
“Fortissimo.”

     

    Section
      5.21.    Agreements,
      Contracts and Commitments.

     

    (a)  Except
      as
      set forth in the Parent SEC Reports filed prior to the date of this Agreement,
      other than confidentiality and non-disclosure agreements, there are no
      contracts, agreements, leases, mortgages, indentures, notes, bonds, liens,
      license, permit, franchise, purchase orders, sales orders or other
      understandings, commitments or obligations (including without limitation
      outstanding offers or proposals) of any kind, whether written or oral, to which
      Parent is a party or by or to which any of the properties or assets of Parent
      may be bound, subject or affected, which either (a) creates or imposes a
      liability greater than $250,000, or (b) may not be cancelled by Parent on less
      than 30 days’ or less prior notice (“Parent
      Contracts”).
      

     

    
      
        
        

      

      
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    (b)  Each
      Parent Contract was entered into at arms’ length and in the ordinary course, is
      in full force and effect and is valid and binding upon and enforceable against
      each of the parties thereto.

     

    (c)  Neither
      Parent nor, to the knowledge of Parent, any other party thereto is in breach
      of
      or in default under, and no event has occurred which with notice or lapse of
      time or both would become a breach of or default under, any Parent Contract,
      and
      no party to any Parent Contract has given any written notice of any claim of
      any
      such breach, default or event, which, individually or in the aggregate, are
      reasonably likely to have a Material Adverse Effect on Parent. Each agreement,
      contract or commitment to which Parent is a party or by which it is bound that
      has not expired by its terms is in full force and effect, except where such
      failure to be in full force and effect is not reasonably likely to have a Parent
      Material Adverse Effect.

     

    Section
      5.22.    Insurance.
      Except
      for directors’ and officers’ liability insurance, Parent does not maintain any
      insurance policies. 

     

    Section
      5.23.    Interested
      Party Transactions.
      Except
      as set forth in the Parent SEC Reports filed prior to the date of this
      Agreement, no employee, officer, director or stockholder of Parent or a member
      of his or her immediate family is indebted to Parent nor is Parent indebted
      (or
      committed to make loans or extend or guarantee credit) to any of them, other
      than reimbursement for reasonable expenses incurred on behalf of Parent. To
      Parent’s Knowledge, none of such individuals has any direct or indirect
      ownership interest in any Person with whom Parent is affiliated or with whom
      Parent has a material contractual relationship, or any Person that competes
      with
      Parent, except that each employee, stockholder, officer or director of Parent
      and members of their respective immediate families may own less than 5% of
      the
      outstanding stock in publicly traded companies that may compete with Parent.
      To
      Parent’s Knowledge, no officer, director or stockholder or any member of their
      immediate families is, directly or indirectly, interested in any material
      contract with Parent (other than such contracts as relate to any such individual
      ownership of capital stock or other securities of Parent).

     

    Section
      5.24.    Indebtedness.
      Parent
      has no indebtedness for borrowed money.

     

    Section
      5.25.    Over-the-Counter
      Bulletin Board Quotation.
      Parent
      Common Stock is quoted on the Over-the-Counter Bulletin Board (“OTC
      BB”).
      There
      is no action or proceeding pending or, to Parent's Knowledge, threatened against
      Parent by Nasdaq or NASD, Inc. (“NASD”)
      with
      respect to any intention by such entities to prohibit or terminate the quotation
      of Parent Common Stock on the OTC BB.

     

    Section
      5.26.    Governmental
      Filings.
      Parent
      has been granted and holds, and has made, all Governmental Actions/Filings
      necessary to the conduct by Parent of its business (as presently conducted)
      or
      used or held for use by Parent, and true, complete and correct copies of which
      have heretofore been delivered to the Company. Each such Governmental
      Action/Filing is in full force and effect and will not expire prior to December
      31, 2008, and Parent is in compliance with all of its obligations with respect
      thereto. No event has occurred and is continuing which requires or permits,
      or
      after notice or lapse of time or both would require or permit, and consummation
      of the transactions contemplated by this Agreement or any ancillary documents
      will not require or permit (with or without notice or lapse of time, or both),
      any modification or termination of any such Governmental Actions/Filings except
      such events which, either individually or in the aggregate, would not have
      a
      Parent Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      5.27.    Representations
      and Warranties Complete.
      None of
      the representations or warranties made by the Parent herein, or certificate
      furnished by the Parent pursuant to this Agreement, when all such documents
      are
      read together in their entirety, contains or will contain at the Closing Date
      any untrue statement of a material fact, or omits or will omit at the Closing
      Date to state any material fact necessary in order to make the statements
      contained herein or therein, in the light of the circumstances under which
      made,
      not misleading. 

     

    ARTICLE
      VI.

     

    COVENANTS

     

    Section
      6.01.    Conduct
      of Business by the Company Pending the Closing.
      The
      Company, for itself, Blacklist and the Company Subsidiary, and Parent each
      agrees that, between the date of this Agreement and the Closing Date, except
      as
      set forth in this Agreement or unless the other party shall otherwise agree
      in
      writing, (x) its business shall be conducted only in, and it shall not take
      any
      action except in, the ordinary course of business consistent with past practice
      and (y) it shall use its reasonable efforts to keep available the services
      of
      such of the current officers, significant employees and consultants and to
      preserve its current relationships with such of the corporate partners,
      customers, suppliers and other Persons with which it has significant business
      relations in order to preserve substantially intact its business organization.
      By way of amplification and not limitation, neither the Company nor Parent
      shall, between the date of this Agreement and the Closing Date, directly or
      indirectly, do, or agree to do, and the Company will cause Blacklist and the
      Company Subsidiary not to do or agree to do, any of the following without the
      prior written consent of the other party:

     

    (a)  amend
      or
      otherwise change its Organizational Documents;

     

    (b)  (i)
      issue or
      sell or authorize the issuance or sale of any shares of capital stock of any
      class, or securities convertible into or exchangeable or exercisable for any
      shares of such capital stock, or any options, warrants or other rights of any
      kind to acquire any shares of such capital stock, or any other ownership
      interest (including, without limitation, any phantom interest); or (ii) pledge,
      dispose of, grant, transfer, lease, license, guarantee or encumber, or authorize
      the pledge, disposition, grant, transfer, lease, license or encumbrance of
      any
      property or assets, except sales of inventory in the ordinary course of business
      consistent with past practice;

     

    (c)  (i)
      acquire
      (including, without limitation, by merger, consolidation, or acquisition of
      stock or assets) any interest in any corporation, partnership, other business
      organization or Person or any division thereof; (ii) incur any indebtedness
      for borrowed money or issue any debt securities or assume, guarantee or endorse,
      or otherwise as an accommodation become responsible for, the obligations of
      any
      Person for borrowed money or make any loans or advances material to its
      business, assets, liabilities, financial condition or results of operations;
      (iii) terminate, cancel or request any material change in, or agree to any
      material change in, any Material Contract or License Agreement; (iv) make
      or authorize any capital expenditure, other than, with respect to the Company,
      capital expenditures in the ordinary course of business consistent with past
      practice that have been budgeted for fiscal year 2007 and disclosed to Parent
      in
      the Company Disclosure Schedule and that are not, in the aggregate, in excess
      of
      $150,000 for the Company; or (v) enter into or amend any contract,
      agreement, commitment or arrangement that, if fully performed, would not be
      permitted under this Section 6.01(c), other than, with respect to the Company,
      any contract, agreement, commitment or arrangement to lease property or incur
      indebtedness in connection with the establishment of new offices of the Company
      in Los Angeles, California and London, United Kingdom;

     

    
      
        
        

      

      
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    (d)  declare,
      set aside, make or pay any dividend or other distribution, payable in cash,
      stock, property or otherwise, with respect to any of its capital stock, other
      than as described in Section 6.22 below;

     

    (e)  reclassify,
      combine, split, subdivide or redeem, purchase or otherwise acquire, directly
      or
      indirectly, any of its capital stock;

     

    (f)  amend
      the
      terms of, repurchase, redeem or otherwise acquire, any of its securities or
      propose to do any of the foregoing;

     

    (g)  with
      respect to the Company, Blacklist and the Company Subsidiary only:
      (i)
      increase
      the compensation payable or to become payable to its directors, officers,
      consultants or employees, other than to increase the salary of a director,
      officer, consultant or employee consistent with past practice and not in excess
      of 20% of the salary paid to such director, officer, consultant or employee
      during the prior fiscal year; (ii) grant any rights to severance or termination
      pay to its directors, officers, consultants or employees; or (iii) enter into
      any employment or severance agreement which provides benefits upon a change
      in
      control of the Company that would be triggered by the transactions contemplated
      hereby with, any director, officer, consultant or other employee of the Company,
      Blacklist or the Company Subsidiary, in each case who is not currently entitled
      to such benefits; (iv) establish, adopt, enter into or amend any collective
      bargaining, bonus, profit sharing, thrift, compensation, stock option,
      restricted stock, pension, retirement, deferred compensation, employment,
      termination, severance or other plan, agreement, trust, fund, policy or
      arrangement for the benefit of any director, officer, consultant or employee
      of
      the Company, Blacklist or the Company Subsidiary, except to the extent required
      by applicable Law or the terms of a collective bargaining agreement; or (v)
      enter into or amend any contract, agreement, commitment or arrangement between
      the Company, Blacklist or the Company Subsidiary and any of the Company’s
      directors, officers, consultants or employees;

     

    (h)  pay,
      discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
      asserted or unasserted, contingent or otherwise), other than the payment,
      discharge or satisfaction in the ordinary course of business and consistent
      with
      past practice, and with respect to the Company only, such payment of liabilities
      reflected or reserved against on the audited consolidated balance sheet of
      the
      Company dated as of December 31, 2006 previously presented to Parent and only
      to
      the extent of such reserves;

     

    
      
        
        

      

      
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    (i)  make
      any
      change with respect to its accounting policies, principles, methods or
      procedures, including, without limitation, revenue recognition policies, other
      than as required by GAAP;

     

    (j)  make
      any
      Tax election, settle or compromise any Tax liability, or make any application
      for, negotiate or receive a Tax ruling or arrangement, whether or not in
      connection with the Mergers, on its own behalf or on behalf of any of its
      shareholders in connection with the Mergers, in each case, except as explicitly
      contemplated in this Agreement;

     

    (k)  cancel
      or
      terminate any insurance policy naming it as a beneficiary or a loss payee,
      except in the ordinary and usual course of business;

     

    (l)  maintain
      its books and records in a manner not consistent with past business practices;
      

     

    (m)  
      take any
      action which would materially adversely affect the goodwill of its suppliers,
      customers and others with whom it has business relations;

     

    (n)  fail
      to
      pay and perform all of its debts, obligations and liabilities as and when due
      and all leases, agreements, contracts and other commitments to which it is
      a
      party in accordance with the terms and provisions thereof;

     

    (o)  fail
      to
      comply in all material respects with all Laws that may be applicable to its
      business; or 

     

    (p)  authorize
      or enter into any formal or informal agreement or otherwise make any commitment
      to do any of the foregoing or to take any action which would make any of its
      representations or warranties contained in this Agreement untrue or incorrect
      or
      prevent it from performing or cause it not to perform its covenants hereunder
      or
      result in any of the conditions to the Closing set forth herein not being
      satisfied.

     

    Section
      6.02.    Notices
      of Certain Events.
      Each of
      Parent and the Company shall give prompt notice to the other of (i) any
      notice or other communication from any Person alleging that the consent of
      such
      Person is or may be required in connection with the transactions contemplated
      hereby; (ii) any notice or other communication from any Governmental Entity
      in connection with the transactions contemplated hereby; (iii) any actions,
      suits, claims, investigations or proceedings commenced or, to its Knowledge,
      threatened (in each case, after the date hereof) against, relating to or
      involving or otherwise affecting Parent or the Company, or that relate to the
      consummation of the transactions contemplated hereby; (iv) the occurrence
      of a default or event that, with the giving of notice or lapse of time or both,
      will become a default under any Material Contract; and (v) any change that
      could reasonably be expected to have a Parent Material Adverse Effect or a
      Company Material Adverse Effect, or to delay or impede the ability of Parent,
      the Company or any of the Stockholders to perform their respective obligations
      under this Agreement and to effect the consummation of the transactions
      contemplated hereby.

     

    
      
        
        

      

      
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    Section
      6.03.    Access
      to Information; Confidentiality.  

     

    (a)  Except
      as
      required pursuant to any confidentiality agreement or similar agreement or
      arrangement to which Parent or the Company is a party or pursuant to applicable
      Law or the regulations or requirements of any stock exchange or other regulatory
      organization with whose rules a party hereto is required to comply, from the
      date of this Agreement to the Closing Date, Parent and the Company shall
      (i) provide to the other (and its officers, directors, employees,
      accountants, consultants, legal counsel, agents and other representatives
      (collectively, “Representatives”))
      access at reasonable times upon reasonable prior notice to its officers,
      employees, agents, properties, offices and other facilities and to the books
      and
      records thereof, and (ii) furnish reasonably promptly such information
      concerning its business, properties, contracts, assets, liabilities and
      personnel as the other party or its Representatives may reasonably request.
      No
      investigation conducted pursuant to this Section 6.03 shall affect or be
      deemed to modify any representation or warranty made in this
      Agreement.

     

    (b)  The
      parties hereto shall comply with, and shall cause their respective
      Representatives to comply with, all of their respective obligations under the
      Confidentiality Agreement with respect to the information disclosed pursuant
      to
      this Section 6.03 or pursuant to the Confidentiality Agreement. The Stockholders
      hereby agree to be bound by the terms of the Confidentiality Agreement as if
      they were parties thereto.

     

    Section
      6.04.    No
      Solicitation of Transactions. 

     

    (a)  Prior
      to
      October 11, 2008, the Company and the Stockholders shall not, directly or
      indirectly, and shall cause the Company’s Representatives not to, directly or
      indirectly, solicit, initiate or encourage (including by way of furnishing
      nonpublic information), any inquiries or the making of any proposal or offer
      (including, without limitation, any proposal or offer to the Stockholders)
      that
      constitutes, or may reasonably be expected to lead to, any Competing
      Transaction, or enter into or maintain or continue discussions or negotiate
      with
      any Person in furtherance of such inquiries or to obtain a Competing
      Transaction, or agree to or endorse any Competing Transaction, or authorize
      or
      permit any of the Company’s Representatives to take any such action. Any
      violation of the restrictions set forth in this Section 6.04 by any
      Representative of the Company, whether or not such Person is purporting to
      act
      on behalf of the Company or otherwise, shall be deemed to be a breach of this
      Section 6.04 by the Company. The Company shall notify Parent promptly if any
      proposal or offer, or any inquiry or contact with any Person with respect
      thereto, regarding a Competing Transaction is made, such notice to include
      the
      identity of the Person making such proposal, offer, inquiry or contact, and
      the
      terms of such Competing Transaction, and shall keep Parent apprised, on a
      current basis, of the status of such Competing Transaction. The Company
      immediately shall cease and cause to be terminated all existing discussions
      or
      negotiations with any parties conducted heretofore with respect to a Competing
      Transaction. The Company shall not release any third party from, or waive any
      provision of, any confidentiality or standstill agreement to which it is a
      party. 

     

    (b)  In
      the
      event that the Company breaches the provisions of this Section 6.04, the parties
      hereto agree that, due to the irreparable harm this may cause the Parent, in
      addition to any other remedies available to it under law, Parent shall be
      entitled to seek injunctive relief against the threatened breach of this
      Agreement. Notwithstanding the foregoing, in the event that the Company breaches
      the provisions of this Section 6.04 and closes any Competing Transaction which
      is the subject of such breach at any time prior to October 11, 2008, then the
      Company shall pay to Parent the sum of $2,000,000, which payment shall be due
      and payable within one (1) Business Day following the closing of such Competing
      Transaction, plus any out-of-pocket expenses incurred by Parent prior to such
      date, as liquidated damages and not as a penalty amount, and in lieu of any
      other right or remedy that Parent may have against the other parties to this
      Agreement for such breach.

     

    
      
        
        

      

      
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    Section
      6.05.    Further
      Action; Consents; Filings.

     

    (a)  Upon
      the
      terms and subject to the conditions hereof, each of the parties hereto shall
      use
      commercially reasonable efforts to (i) take, or cause to be taken, all
      appropriate action, and do, or cause to be done, all things necessary, proper
      or
      advisable under applicable Law or otherwise to consummate and make effective
      the
      transactions contemplated hereby, (ii) obtain from Governmental Entities
      any consents, licenses, permits, waivers, approvals, authorizations or orders
      required to be obtained or made by Parent or the Company in connection with
      the
      authorization, execution and delivery of this Agreement and the consummation
      of
      the transactions contemplated hereby and (iii) make all necessary filings,
      and thereafter make any other required or appropriate submissions, with respect
      to this Agreement and the transactions contemplated hereby required under any
      applicable Laws. The parties hereto shall cooperate and consult with each other
      in connection with the making of all such filings.

     

    (b)  Each
      of
      the Company and Parent will give any notices to third Persons, and use
      commercially reasonable efforts to obtain any consents from third Persons
      necessary, proper or advisable (as determined in good faith by Parent with
      respect to such notices or consents to be delivered or obtained by the Company)
      to consummate the transactions contemplated by this Agreement.

     

    Section
      6.06.    Certain
      Tax Matters.

     

    (a)  Transfer
      Taxes.
      All
      transfer, documentary, sales, use, stamp, registration and other such Taxes
      and
      fees (including any penalties and interest) incurred in connection with this
      Agreement, shall be paid by the Stockholders when due, and the Stockholders
      will, at their own expense, file all necessary Tax Returns and other
      documentation with respect to all such transfer, documentary, sales, use, stamp,
      registration and other Taxes and fees, and, if required by applicable law,
      Parent will, and will cause its Affiliates to, join in the execution of any
      such
      Tax Returns and other documentation.

     

    (b)  Tax
      Returns.
      The
      following provisions shall govern the allocation of responsibility as between
      Parent and the Stockholders for certain Tax matters following the Closing Date:
      

     

    (i)  The
      Parent shall prepare and timely file or shall cause to be prepared and timely
      filed all Tax Returns of the Company, Blacklist and the Company Subsidiary,
      provided,
      however,
      that
      the Stockholders’ Representative shall be responsible for any partnership Tax
      Returns of Blacklist for taxable periods ending on or before the Closing Date.
      The Parent shall permit the Stockholders’ Representative, at its expense, an
      opportunity to review and make reasonable comment on any such Tax Returns prior
      to filing if the payment of the Tax shown as due and payable on such Tax Return
      would give rise to an indemnification obligation by the Stockholders pursuant
      to
      Article IX. The Parent agrees to consider reasonable comments provided by the
      Stockholders’ Representative to Parent within seven (7) days after receipt of
      such draft or pro forma Tax Return. The Parent shall not be required to delay,
      or cause to be delayed, the filing of such Tax Return pending resolution of
      any
      dispute arising with respect such Tax Return. Within five (5) days after
      receiving a written request from the Parent, the Stockholders shall pay to
      the
      Parent an amount equal to any Taxes shown on such Tax Returns that relate to
      the
      operations of the Company, Blacklist or the Company Subsidiary for any period
      ending (or deemed pursuant to Section 6.06(b)(iii) to end) on or before the
      Closing Date. 

     

    
      
        
        

      

      
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    (ii)  The
      Parent and the Stockholders agree that if the Company, Blacklist or the Company
      Subsidiary is permitted but not required under applicable foreign, state or
      local Tax laws to treat the Closing Date as the last day of a taxable period,
      the Parent and the Stockholders shall treat such day as the last day of a
      taxable period.

     

    (iii)  The
      portion of any Taxes for a taxable period beginning before and ending after
      the
      Closing allocable to the portion of such period ending on the Closing Date
      shall
      be deemed to equal (A) in the case of Taxes that (x) are based upon or related
      to income or receipts or (y) imposed in connection with any sale or other
      transfer or assignment of property, other than Taxes described in Section
      6.06(a), the amount which would be payable if the taxable year ended with the
      Closing Date, and (B) in the case of other Taxes imposed on a periodic basis
      (including property Taxes), the amount of such Taxes for the entire period
      multiplied by a fraction the numerator of which is the number of calendar days
      in the period ending with the Closing Date and the denominator of which is
      the
      number of calendar days in the entire period. For purposes of Section
      6.06(b)(iii)(A) any exemption, deduction, credit or other item that is
      calculated on an annual basis shall be allocated pro rata per day between the
      period ending on the Closing Date and the period beginning the day after the
      Closing Date.

     

    (iv)  Parent
      and the Stockholders further agree, upon request, to use their reasonable
      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 Tax that could be imposed (including, but not limited to, with
      respect to the transactions contemplated hereby).

     

    (c)  Cooperation
      on Tax Matters.
      Parent,
      the Company and the Stockholders shall cooperate fully, as and to the extent
      reasonably requested by the other party, in connection with the filing of Tax
      Returns pursuant to this Section and any audit, litigation or other proceeding
      with respect to Taxes. Such cooperation shall include the retention and (upon
      the other party’s request) the provision of records and information which 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. The Parent
      and
      the Stockholders agree (A) to retain all books and records with respect to
      Tax
      matters pertinent to the Company, the Company Subsidiary and Blacklist relating
      to any taxable period beginning before the Closing Date until the expiration
      of
      the statute of limitations (and, to the extent notified by Parent or the
      Stockholders, any extensions thereof) of the respective taxable periods, and
      to
      abide by all record retention agreements entered into with any taxing authority,
      and (B) to give the other party reasonable written notice prior to transferring,
      destroying or discarding any such books and records and, if the other party
      so
      requests, the Parent or the Stockholders, as the case may be, shall allow the
      other party to take possession of such books and records. 

     

    
      
        
        

      

      
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    (d)  Tax
      Audits.
      Parent
      shall have the sole right to represent the interests of the Company, Blacklist
      and the Company Subsidiary in all Tax audits or administrative or court
      proceedings, provided,
      however,
      that
      Parent shall have no obligation to represent the interests of Blacklist with
      respect to any partnership proceeding for taxable periods ending on or before
      the Closing Date. If any taxing authority asserts a claim, makes an assessment
      or otherwise disputes or affects any Tax for which the Stockholders are
      responsible hereunder Parent shall, promptly upon receipt by Parent or the
      Company of written notice thereof, inform the Stockholders’ Representative
      thereof. The failure of Parent or the Company or their Affiliates timely to
      forward such notification in accordance with the immediately preceding sentence
      shall not relieve the Stockholders of their obligation to pay such liability
      for
      Taxes except and to the extent that the failure timely to forward such
      notification actually prejudices the ability of the Stockholders to contest
      such
      liability for Taxes or increases the amount of such Taxes. The Stockholders’
Representative shall have the right to participate, at the Stockholders’
expense, in any Tax audit or administrative or court proceeding relating to
      taxable periods of the Company which end on or before the Closing Date if the
      results of such Tax audit or proceeding could reasonably be expected to give
      rise to an indemnification obligation by the Stockholders’ hereunder for Taxes;
      provided, that the Stockholders’ Representative must provide written notice to
      the Parent of its participation within thirty (30) days of receiving notice
      from
      the Parent of such proceeding; and provided, further, the Parent shall not
      settle or compromise such Tax audit or administrative or court proceeding
      without the written consent of the Stockholders’ Representative, which consent
      shall not be unreasonably withheld or delayed. 

     

    (e)  Withholding.
      Notwithstanding any other provision in this Agreement, the Parent and the
      Company shall have the right to deduct and withhold Taxes from any payments
      to
      be made hereunder if such withholding is required by law and to collect any
      necessary Tax forms, including Form W-9 or the appropriate series of Form W-8,
      as applicable, or any similar information, from the Stockholders and any other
      recipients of payments hereunder. To the extent that amounts are so withheld,
      such withheld amounts shall be treated for all purposes of this Agreement as
      having been delivered and paid to the Stockholders or other recipient of
      payments in respect of which such deduction and withholding was
      made.

     

    (f)  Plan
      of Reorganization.
      The
      parties hereto intend that the Subsidiary Merger and the Upstream Merger,
      considered together as a single integrated transaction for United States federal
      income tax purposes, shall constitute a reorganization within the meaning of
      Section 368(a)(1)(A) of the Code. The parties hereto adopt this Agreement as
      a
“plan of reorganization” within the meaning of Sections 1.368-2(g) and
      1.368-3(a) of the U.S. Income Tax Regulations. The parties are not aware of
      any
      facts or circumstances that would preclude the Subsidiary Merger and the
      Upstream Merger, considered together as a single integrated transaction for
      United States federal income tax purposes, from qualifying for treatment as
      a
      reorganization for U.S. federal income tax purposes and have not and will not
      take any actions inconsistent with such treatment. 

     

    
      
        
        

      

      
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    (g)  Tax
      Treatment of Indemnity Payments.
      The
      Stockholders and Parent agree to treat any indemnity payment made pursuant
      to
      Article IX as an adjustment to the purchase price for federal, state, local
      and
      foreign income tax purposes.

     

    (h)  Tax
      Sharing Agreements.
      All tax
      sharing agreements or similar agreements with respect to or involving the
      Company, Blacklist or the Company Subsidiary shall be terminated as of the
      Closing Date and, after the Closing Date, none of the Company, Blacklist or
      the
      Company Subsidiary shall be bound thereby or have any liability
      thereunder.

     

    (i)  Tax
      Treatment of Blacklist Interests Purchase; Allocation of Blacklist Interests
      Amount.
      Each of
      Parent, the Company and the Members agree to treat the sale by the Members
      of
      Blacklist of all of the equity interests in Blacklist to Parent as a taxable
      sale of the assets of Blacklist (the “Blacklist
      Assets”)
      to
      Parent for federal income tax purposes. Each of the Members will include any
      income, gain, loss or deduction resulting from the taxable transfer of the
      Blacklist Assets on such Member’s Tax Return to the extent required by
      applicable Law and the Members shall pay or cause to be paid any Taxes imposed
      as a result of such asset transfer. Attached hereto as Schedule
      6.06(i)
      is a
      schedule allocating the Blacklist Interests Amount, any assumed liabilities
      of
      Blacklist and other relevant items among the Blacklist Assets pursuant to
      Section 1060 of the Code and the regulations thereunder and comparable
      provisions of state and local law (the “Allocation
      Schedule”).
      The
      Allocation Schedule shall be final and binding on the parties for Tax and
      financial accounting purposes, the parties shall file all Tax Returns in a
      manner consistent with such Allocation Schedule and no party shall take any
      position that is inconsistent with the Allocation Schedule in any audit,
      examination or other proceeding relating to Taxes.

     

    Section
      6.07.    Public
      Announcements.
      Until
      the earlier of termination of this Agreement or the Closing Date, the Parent,
      on
      the one hand, and the Company and the Stockholders, on the other hand, will
      consult with each other before issuing any press release or otherwise making
      any
      public statements with respect to the Agreement or the transactions contemplated
      hereby and shall not issue any such press release or make any such public
      statement that is not approved by the other party, which approval shall not
      be
      unreasonably withheld. Notwithstanding the foregoing, nothing contained in
      this
      Section shall impair either Party’s compliance with any Law applicable to it, or
      any requirements of the SEC or the national securities exchange or other stock
      market on which such Party’s securities are traded; and, provided further, that
      Parent may issue external media and investor communications related to the
      transactions contemplated by this Agreement if such external media or investor
      communications are in
      accordance with Parent’s past practice for disclosures related to similar
      transactions.

     

    
      
        
        

      

      
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    Section
      6.08.    Proxy
      Statement; Parent Stockholders’ Meeting.

     

    (a)  As
      promptly as practicable after the execution of this Agreement, Parent will
      prepare and file the Proxy Statement with the SEC.  The Proxy Statement
      will include the information required under applicable Law for the purpose
      of
      soliciting proxies of the stockholders of Parent to vote in favor of (i) the
      approval of this Agreement, the Mergers and the Interests Purchase; (ii) the
      change of the name of Parent to “Psyop, Inc.”; (iii) an amendment to Parent’s
      Certificate of Incorporation to increase the number of authorized shares of
      Parent Common Stock to 40,000,000; (iv) an amendment to Parent’s Certificate of
      Incorporation to make Parent’s corporate existence perpetual and to delete
      therefrom provisions that will no longer be applicable upon consummation of
      the
      Subsidiary Merger; (v) the election of directors; (vi) the approval of an equity
      incentive plan for the benefit of the employees of and consultants to the
      Surviving Corporation as well as for the benefit of employees, consultants
      and
      directors of Parent, in an amount not to exceed 9.4% of the outstanding share
      capital of Parent immediately following the Closing; and (vii) an adjournment
      proposal to permit further solicitation and the vote of proxies if, based upon
      the tabulated vote at the time of the meeting with respect to which the Proxy
      Statement is delivered to Parent’s stockholders, Parent is not authorized to
      consummate the Mergers and the Interests Purchase. In connection therewith,
      the
      Company will provide to Parent as soon as practicable after the date hereof
      audited financial statements in accordance with applicable SEC rules and
      regulations. The Company and its counsel shall be given the opportunity to
      review and comment on the preliminary Proxy Statement and all amendments thereto
      prior to their being filed with the SEC. Parent will respond to any comments
      of
      the SEC, and Parent will use its commercially reasonable efforts to mail the
      Proxy Statement to its stockholders at the earliest practicable time. As
      promptly as practicable after the execution of this Agreement, the Company
      and
      Parent will prepare and file any other filings required under the Exchange
      Act,
      the Securities Act, or any other federal, foreign or blue sky laws relating
      to
      the Mergers and the transactions contemplated by this Agreement, (collectively,
      the “Other
      Filings”). 
      Each party will notify the other party promptly upon the receipt of any comments
      from the SEC or its staff and of any request by the SEC or its staff or any
      other governmental officials for amendments or supplements to the Proxy
      Statement or any Other Filing or for additional information and will supply
      the
      other party with copies of all correspondence between such party or any of
      its
      representatives, on the one hand, and the SEC, or its staff or other government
      officials, on the other hand, with respect to the Proxy Statement, the Mergers
      or any Other Filing. The Proxy Statement and the Other Filings will comply
      in
      all material respects with all applicable requirements of law and the rules
      and
      regulations promulgated thereunder. Whenever any event occurs which is required
      to be set forth in an amendment or supplement to the Proxy Statement or any
      Other Filing, the Company or Parent, as the case may be, will promptly inform
      the other party of such occurrence and cooperate in filing with the SEC or
      its
      staff or any other government officials, and/or mailing to shareholders of
      the
      Company and Parent, such amendment or supplement. The proxy materials will
      be
      sent to the stockholders of Parent for the purpose of soliciting proxies from
      holders of Parent Common Stock to vote in favor of the adoption of this
      Agreement and the approval of the Mergers (“Parent
      Stockholder Approval”)
      at the
      Parent Stockholders’ Meeting.  Such proxy materials shall be in the form of
      a proxy statement to be used for the purpose of soliciting such proxies from
      holders of Parent Common Stock. 
      

     

    
      
        
        

      

      
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    (b)  
      As soon
      as practicable following its approval by the SEC, Parent shall distribute the
      Proxy Statement to the holders of Parent Common Stock and, pursuant thereto,
      shall call the Parent Stockholders’ Meeting in accordance with the DGCL the
      other provisions of this Agreement, solicit proxies from such holders to vote
      in
      favor of the adoption of this Agreement and the approval of the Mergers and
      the
      other matters presented to the stockholders of Parent for approval or adoption
      at the Parent Stockholders’ Meeting, including, without limitation, the matters
      described Section 6.08(a).

     

    (c)  Parent
      shall comply with all applicable provisions of and rules under the Exchange
      Act
      and all applicable provisions of the DGCL in the preparation, filing and
      distribution of the Proxy Statement, the solicitation of proxies thereunder,
      and
      the calling and holding of the Parent Stockholders’ Meeting.  Without
      limiting the foregoing, Parent shall ensure that the Proxy Statement does not,
      as of the date on which it is distributed to the holders of Parent Common Stock,
      and as of the date of the Parent Stockholders’ Meeting, contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements made, in light of the circumstances under which they
      were
      made, not misleading (provided that Parent shall not be responsible for the
      accuracy or completeness of any information relating to the Company or any
      other
      information furnished by the Company for inclusion in the Proxy
      Statement).  The Company represents and warrants that the information
      relating to the Company supplied by the Company for inclusion in the Proxy
      Statement will not as of date of its distribution to the holders of Parent
      Common Stock (or any amendment or supplement thereto) or at the time of the
      Parent Stockholders’ Meeting contain any statement which, at such time and in
      light of the circumstances under which it is made, is false or misleading with
      respect to any material fact, or omits to state any material fact required
      to be
      stated therein or necessary in order to make the statement therein not false
      or
      misleading.

     

    (d)  Parent,
      acting through its board of directors, shall include in the Proxy Statement
      the
      recommendation of its board of directors that the holders of Parent Common
      Stock
      vote in favor of the adoption of this Agreement, the approval of the Mergers
      and
      the approval of the other proposals to be presented for consideration at the
      Parent Stockholders’ Meeting, and shall otherwise use reasonable best efforts to
      obtain the Parent Stockholder Approval.

     

    Section
      6.09.    Other
      Actions.

     

    (a)  At
      least
      five (5) days prior to Closing, Parent shall prepare a draft Form 8-K
      announcing the Closing, together with, or incorporating by reference, the
      financial statements prepared by the Company and its accountant, and such other
      information that may be required to be disclosed with respect to the Mergers
      in
      any report or form to be filed with the SEC (the “Merger
      Form 8-K”),
      which
      shall be in a form reasonably acceptable to the Company and in a format
      acceptable for EDGAR filing.  Prior to Closing, Parent and the Company
      shall prepare the press release announcing the consummation of the Mergers
      hereunder (the “Press
      Release”). 
      No later than four Business Days after the Closing, Parent shall file the Merger
      Form 8-K with the SEC and distribute the Press Release.

     

    (b)  The
      Company and Parent shall further cooperate with each other and use their
      respective reasonable best efforts to take or cause to be taken all actions,
      and
      do or cause to be done all things, necessary, proper or advisable on its part
      under this Agreement and applicable laws to consummate the Mergers and the
      other
      transactions contemplated hereby as soon as practicable, including preparing
      and
      filing as soon as practicable all documentation to effect all necessary notices,
      reports and other filings and to obtain as soon as practicable all consents,
      registrations, approvals, permits and authorizations necessary or advisable
      to
      be obtained from any third party (including the respective independent
      accountants of the Company and Parent) and/or any Governmental Entity in order
      to consummate the Mergers or any of the other transactions contemplated
      hereby.  Subject to applicable laws relating to the exchange of information
      and the preservation of any applicable attorney-client privilege, work-product
      doctrine, self-audit privilege or other similar privilege, each of the Company
      and Parent shall have the right to review and comment on in advance, and to
      the
      extent practicable each will consult the other on, all the information relating
      to such party that appears in any filing made with, or written materials
      submitted to, any third party and/or any Governmental Entity in connection
      with
      the Mergers and the other transactions contemplated hereby.  In exercising
      the foregoing right, each of the Company and Parent shall act reasonably and
      as
      promptly as practicable.

     

    
      
        
        

      

      
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    (c)  The
      Company and Parent shall further cooperate with each other and use their
      respective reasonable best efforts to take or cause to be taken all actions,
      and
      do or cause to be done all things, necessary, proper or advisable on its part,
      subject to compliance with the applicable rules of whichever exchange Parent
      shall seek the listing of its shares following the closing of the Subsidiary
      Merger, to have its Board of Directors consist of seven (7) persons: three
      (3)
      directors selected by the Company, at least one of whom is an independent
      director under the applicable rules of the SEC and whichever exchange Parent
      shall seek the listing of its shares following the closing of the Subsidiary
      Merger; two (2) directors selected by Parent, at least one of whom is an
      independent director under the applicable rules of the SEC and whichever
      exchange Parent shall seek the listing of its shares following the closing
      of
      the Merger; and two (2) directors jointly selected by Parent and Company, each
      of whom is an independent director under the applicable rules of the SEC and
      whichever exchange Parent shall seek the listing of its shares following the
      closing of the Mergers.

     

    (d)  As
      soon
      as practicable following the Closing, Parent will establish an equity incentive
      plan for the benefit of the employees of and consultants to the Surviving
      Corporation as well as for the benefit of employees, consultants and directors
      of Parent, in an amount not to exceed 9.4% of the outstanding share capital
      of
      Parent immediately following the Closing. 

     

    Section
      6.10.    Required
      Information.
      In
      connection with the preparation of the Merger Form 8-K and Press Release, and
      for such other reasonable purposes, the Company and Parent each shall, upon
      request by the other, furnish the other with all information concerning
      themselves, their respective directors, officers and stockholders and such
      other
      matters as may be reasonably necessary or advisable in connection with the
      Merger, or any other statement, filing, notice or application made by or on
      behalf of the Company and Parent to any third party and/or any Governmental
      Entity in connection with the Mergers and the other transactions contemplated
      hereby.  Each party warrants and represents to the other party that all
      such information shall be true and correct in all material respects and will
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements contained
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    
      
        
        

      

      
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    Section
      6.11.  Listing.
      Parent
      shall use its best efforts to obtain the listing of the Parent Common Stock
      on
      the Nasdaq Capital Market as soon as practicable following the Closing,
provided,
      however,
      that if
      Parent does not meet the listing requirements for the Nasdaq Capital Market
      at
      the time of the Closing, this obligation shall not take effect until such time
      as Parent does meet such listing requirements. 

     

    Section
      6.12.  Registration.
      No
      later than 11 months following the Closing Date, Parent will use its best
      efforts to prepare and file with the SEC a registration statement on Form S-3
      or, if Form S-3 is not available to Parent, another form that can be used for
      such purposes (the “Registration
      Statement”)
      covering the resale to the public by the Stockholders of the shares of Parent
      Common Stock issuable pursuant to the Merger Agreement and not forfeited
      pursuant to the Restricted Stock Agreements (the “Registrable
      Shares”).
      Parent shall respond to any comments of the SEC and shall use its best efforts
      to have the Registration Statement declared effective under the Securities
      Act
      as promptly as practicable after such filings. Parent shall use its best efforts
      to keep such Registration Statement effective for a period commencing on the
      date on which the SEC declares such Registration Statement effective and ending
      on the earliest of (i) the first date upon which all of the Registrable
      Securities have been sold pursuant to such Registration Statement or (ii) the
      date upon which all of the Registrable Securities first become eligible for
      resale pursuant to Rule 144 under the Securities Act without
      restriction. 

     

    Section
      6.13.   No
      Claim Against Trust Fund.
      The
      Company acknowledges that, if the transactions contemplated by this Agreement
      are not consummated by October 11, 2008, Parent will be obligated to return
      to
      its stockholders the amounts being held in the Trust Fund. Accordingly, the
      Company hereby waives all rights against Parent to collect from the Trust Fund
      any moneys that may be owed to them by Parent for any reason whatsoever,
      including but not limited to a breach of this Agreement by Parent or any
      negotiations, agreements or understandings with Parent, and will not seek
      recourse against the Trust Fund for any reason whatsoever.

     

    Section
      6.14.    No
      Securities Transactions.
      Neither
      the Company nor any of its affiliates, directly or indirectly, shall engage
      in
      any transactions involving the securities of Parent prior to the time of the
      making of a public announcement of the transactions contemplated by this
      Agreement. The Company shall use its best efforts to require each of its
      officers, directors, employees, agents and representatives to comply with the
      foregoing requirement.

     

    Section
      6.15.  Disclosure
      of Certain Matters.
      The
      Company and the Stockholders will provide the Parent with prompt written notice
      of any event, development or condition that (a) would cause the Company’s or the
      Stockholders’ representations and warranties to become untrue or misleading or
      which may affect their ability to consummate the transactions contemplated
      by
      this Agreement, (b) had it existed or been known on the date hereof would have
      been required to be disclosed under this Agreement, (c) gives such party any
      reason to believe that any of the conditions set forth in Article VII will
      not
      be satisfied, (d) is of a nature that is or may be materially adverse to the
      operations, prospects or condition (financial or otherwise) of the Company,
      or
      (e) would require any amendment or supplement to the Proxy Statement. The
      Company and the Stockholders shall have the obligation to supplement or amend
      the Company Disclosure Schedule being delivered concurrently with the execution
      of this Agreement and annexed hereto with respect to 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 the Company Disclosure
      Schedule. The obligations of the parties to amend or supplement the Company
      Disclosure Schedule being delivered herewith shall terminate on the Closing
      Date. Notwithstanding any such amendment or supplementation, for purposes of
      Sections 8.02(a), 9.02, 9.03(a)(i) and 10.01(d), the representations and
      warranties of the Company and the Stockholders shall be made with reference
      to
      the Company Disclosure Schedule as it exists at the time of execution of this
      Agreement, subject to such anticipated changes as are set forth in this
      Agreement, otherwise expressly contemplated by this Agreement or which are
      set
      forth in the Company Disclosure Schedule as it exists on the date of this
      Agreement.

     

    
      
        
        

      

      
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    Section
      6.16.  Company
      Actions.
      The
      Company shall use its best efforts to take such actions as are necessary to
      fulfill its obligations under this Agreement and to enable Parent and Merger
      Sub
      to fulfill their obligations hereunder.

     

    Section
      6.17.    Stockholder
      Restrictions.
      Prior
      to the Effective Time, the Company shall cause each Stockholder to enter into
      the Lock-up and Trading Restriction Agreement. The certificates representing
      the
      shares of Parent Common Stock to be received by any Stockholder of the Company
      shall bear legends to the effect set forth in Section 7.02 of this Agreement,
      as
      well as legends indicating that such shares may not be transferred other than
      in
      compliance with the provisions of the Lock-up and Trading Restriction
      Agreement. 

     

    Section
      6.18.    Upstream
      Merger.
      Parent
      and the Company shall take all steps and actions as shall be required to cause
      the Surviving Corporation and Parent to consummate the Upstream Merger as set
      forth in Section 2.18. 

     

    Section
      6.19.    Proxy
      Statement.
      If at
      any time prior to the Effective Time, any event relating to the Company or
      any
      of its Affiliates, officers or directors should be discovered by the Company
      which should be set forth in a supplement to the Proxy Statement, the Company
      shall promptly inform Parent.

     

    Section
      6.20.    83(b)
      Elections.
      Each
      Stockholder shall make an election under Section 83(b) of the Code with respect
      to any shares subject to the Restricted Stock Agreements within thirty (30)
      days
      from the Closing Date and provide a signed copy of such election to the
      Parent.

     

    Section
      6.21.    Operations
      in Israel.
      The
      Company hereby undertakes to use its best efforts to establish operations in
      Israel as soon as practicable following the closing of the transactions
      contemplated hereby.

     

    Section
      6.22.    Dividend
      Payment.
      Notwithstanding any other provision in this Agreement, the Company may declare
      a
      dividend prior to the closing of the transactions contemplated hereby out of
      available cash on hand, assuming that there is adequate surplus for the payment
      of such dividend, the aggregate amount of such dividend to be equal to (a)
      the
      Company’s 2007 net income, minus (b) $520,000, assuming such figure is a
      positive number; provided,
      however,
      that
      50% of such dividend shall be payable on the date following January 1, 2008
      on
      which such dividend is declared, which such declaration may be based upon the
      Company’s unaudited financial statements for the 2007 fiscal year, and that the
      remaining 50% of such dividend shall be payable on the closing of the
      transactions contemplated by this agreement, which such amounts shall be based
      upon the Company’s audited financial statements for the 2007 fiscal year; and
provided,
      further,
      that in
      no event shall the aggregate amount of such dividend exceed the Company’s net
      cash (defined as cash and cash equivalents less current liabilities) on the
      date
      of such dividend payment. 

     

    
      
        
        

      

      
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    Section
      6.23.  280G
      Approval.
      Prior
      to the Closing Date, the Company shall receive a written waiver from each
“disqualified individual” (within the meaning of Section 280G(c) of the Code) of
      his or her right to any and all payments or other benefits that could be deemed
      “parachute payments” under Section 280G(b) of the Code (determined without
      regard to Sections 280G(b)(4) and 280G(b)(5) of the Code) if such payments
      are
      not approved by the Stockholders in a manner that satisfies the
      requirements of Section 280G(b)(5)(B) and any regulations (including proposed
      regulations) thereunder. After receipt of such written waivers and prior to
      the
      Closing Date, the Company shall solicit shareholder approval of any
      and all such payments or benefits in a manner that satisfies the requirements
      for the exemption under Section 280G(b)(5)(A)(ii) of the Code and any
      regulations (including proposed regulations) issued thereunder,
      including the Company's provision of adequate disclosure to
      all Stockholders of all material facts concerning all payments that, in the
      absence of such shareholder approval, could be classified as “parachute
      payments” to a “disqualified individual” under Section 280G of the Code. The
      Company shall provide such adequate disclosure to the Stockholders in a
      manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and any regulations
      (including proposed regulations) issued thereunder. The form of waiver,
      solicitation of approval, and disclosure materials must be reasonably
      satisfactory to Parent, which shall have an opportunity to review such
      forms and materials before the waivers and approval are
      sought.

     

    ARTICLE
      VII.

     

    STOCK
      MATTERS

     

    Section
      7.01.    Transfer
      of Shares.
      A
      holder of the shares of Parent Common Stock may transfer all or any part of
      his
      or its shares to any Affiliate of such holder; provided,
      that
      any such
      transfer shall be effected in full compliance with all applicable federal and
      state securities laws, including, but not limited to, the Securities Act, and
      further provided,
      that in
      any such case, it shall be a condition to any such transfer that the transferee
      execute an agreement stating that the transferee is receiving and holding the
      shares of Parent Common Stock subject to the provisions of this Agreement,
      and
      there shall be no further transfer of such shares except in accordance with
      this
      Agreement. Parent will effect such transfer of restricted certificates and
      will
      promptly amend the Prospectus forming a part of the Registration Statement
      to
      add the transferee to the selling stockholders in the Registration Statement;
      provided that
      the
      transferor and transferee shall be required to provide Parent with the
      information requested by Parent in this Agreement, information reasonably
      necessary for Parent to determine that the transfer was effected in accordance
      with all applicable federal and state securities laws, including, but not
      limited to, the Securities Act, and all other information reasonably requested
      by Parent from time to time in connection with any transfer, registration,
      qualification or compliance referred to in this Article VII.

     

    
      
        
        

      

      
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    Section
      7.02.    Restricted
      Securities, Stock Certificate Legend.
      The
      Stockholders acknowledge that the issuance by Parent of shares of Parent Common
      Stock to them hereunder has not and will not be registered under the Securities
      Act by reason of their contemplated issuance in transactions exempt from the
      registration and prospectus delivery requirements of the Securities Act pursuant
      to Section 4(2) thereof, and that such shares will be deemed “restricted
      securities” for purposes of the Securities Act. The Stockholders acknowledge
      that any certificate or certificates representing shares of Parent Common Stock
      issued pursuant to this Agreement shall bear the following legend, in addition
      to any legend that may be required by any Law or any other provisions of this
      Agreement:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE
      REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR (ii) AN OPINION
      OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
      UNDER
      SUCH ACT.”

     

    Section
      7.03.    Reservation
      of Stock.
      Parent
      shall at all times reserve and keep available out of its authorized but unissued
      shares of Parent Common Stock, solely for the purpose of issuance of the shares
      of Parent Common Stock hereunder, a sufficient number of shares of Parent Common
      Stock to issue such shares, and if at any time the number of authorized but
      unissued shares of Parent Common Stock shall not be sufficient to issue the
      shares of Parent Common Stock that Parent is required to issue pursuant to
      the
      terms of this Agreement, in addition to such other remedies as shall be
      available to the holders of the Company Capital Stock, Parent will use its
      reasonable efforts to take such corporate action as may, in the opinion of
      its
      counsel, be necessary to increase its authorized but unissued shares of Parent
      Common Stock to such number of shares as shall be sufficient for such
      purposes.

     

    Section
      7.04.    No
      Stockholder Rights.
      Prior
      to the issuance of the shares of Parent Common Stock pursuant to the terms
      of
      this Agreement, the holders of the Company Capital Stock shall not be entitled,
      by virtue of this Agreement, to any rights of a stockholder of Parent, including
      (without limitation) the right to vote, receive dividends or other distributions
      or be notified of stockholder meetings, and except as otherwise provided herein,
      the holders of the Company Capital Stock shall not be entitled to any notice
      or
      other communication concerning the business or affairs of the Parent, except
      as
      required by Law.

     

    Section
      7.05.    Compliance
      with Law or Stock Exchange.
      If at
      any time after Closing, any new Law, rule or regulation is enacted or
      promulgated by (i) any national securities exchange; or (ii) any federal or
      state securities authority having jurisdiction over Parent, which must be
      satisfied in the good faith determination of Parent as a condition of the
      issuance of any shares of Parent Common Stock pursuant to the terms of this
      Agreement, or if the consent or approval of a Governmental Entity to the
      issuance of any shares of Parent Common Stock must be obtained as a condition
      to
      such issuance, in whole or in part, then Parent may delay such issuance until
      such condition has been satisfied. Parent and the holders of the Company Capital
      Stock mutually agree to cooperate with one another to satisfy any such condition
      as promptly as possible and to provide any information, representations and
      agreements as are required for such purpose.

     

    
      
        
        

      

      
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    ARTICLE
      VIII.

     

    CONDITIONS
      PRECEDENT

     

    Section
      8.01.    Conditions
      Precedent to the Obligations of Each Party.
      The
      obligations of the parties hereto to consummate the transactions contemplated
      by
      this Agreement are subject to the satisfaction or, if permitted by applicable
      Law, waiver of the following conditions:

     

    (a)  no
      court
      of competent jurisdiction shall have issued or entered any order, writ,
      injunction or decree, and no other Governmental Entity shall have issued any
      order, which is then in effect and has the effect of making the transactions
      contemplated hereby illegal or otherwise prohibiting its consummation;
      and

     

    (b)  all
      consents, approvals and authorizations legally required to be obtained to
      consummate the transactions contemplated hereby shall have been obtained from
      all Governmental Entities, except where the failure to obtain any such consent,
      approval or authorization would not reasonably be expected to result in a Parent
      Material Adverse Effect or a Company Material Adverse Effect;

     

    (c)  the
      Parent Stockholder Approval shall have been duly approved and adopted by the
      stockholders of Parent by the requisite vote under the laws of the state of
      Delaware and the Parent’s organizational documents and an executed copy of an
      amendment to Parent's Certificate of Incorporation to change the existence
      of
      Parent to be perpetual shall have been filed with the Secretary of State of
      the
      State of Delaware to be effective as of the Closing; and

     

    (d)  holders
      of twenty percent (20%) or more of the shares of Parent Common Stock issued
      in
      Parent’s initial public offering of securities and outstanding immediately
      before the Closing shall not have exercised their rights to convert their shares
      into a pro rata share of the Trust Fund in accordance with Parent’s
      organizational documents.

     

    Section
      8.02.    Conditions
      Precedent to the Obligation of Parent.
      The
      obligation of Parent to consummate the transactions contemplated by this
      Agreement is subject, at the option of Parent, to the satisfaction at or prior
      to the Closing Date of each of the following conditions:

     

    (a)  Accuracy
      of Representations and Warranties.
      The
      representations and warranties of the Company and each Stockholder contained
      in
      this Agreement or in any certificate or document delivered to Parent pursuant
      hereto shall be true and correct in all material respects (other than
      representations and warranties subject to “materiality” or “material adverse
      effect” qualifiers, which shall be true and correct in all respects) both when
      made and on and as of the Closing Date as though made at and as of the Closing
      Date (other than representations and warranties which address matters only
      as of
      a certain date which shall be so true and correct as of such certain date),
      and,
      if the Closing Date shall occur on a date other than the date hereof, the
      Company and each Stockholder shall have so certified to Parent in
      writing.

     

    
      
        
        

      

      
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    (b)  Compliance
      with Covenants.
      The
      Company and each Stockholder shall have performed and complied in all material
      respects with all terms, agreements, covenants and conditions of this Agreement
      to be performed or complied with by it at or prior to the Closing Date, and,
      if
      the Closing Date shall occur on a date other than the date hereof, the Company
      and each Stockholder shall have so certified to Parent in writing.

     

    (c)  All
      Proceedings To Be Satisfactory.
      All
      proceedings to be taken by the Company and the Stockholders in connection with
      the transactions contemplated hereby and all documents incident thereto shall
      be
      reasonably satisfactory in form and substance to Parent and its counsel, and
      Parent and said counsel shall have received all such counterpart originals
      or
      certified or other copies of such documents as they may reasonably
      request.

     

    (d)  No
      Material Adverse Change.
      There
      shall not have occurred since the date of this Agreement any Company Material
      Adverse Effect, and the Company and each Stockholder shall have so certified
      to
      Parent in writing.

     

    (e)  Opinion
      of Counsel.
      Parent
      shall have received the opinion of Graubard Miller, counsel to the Company,
      in
      substantially the form of Exhibit
      D
      hereto.

     

    (f)  Consents
      and Approvals.
      The
      authorizations, consents, waivers and approvals set forth in Section 3.05(c)
      of
      the Company Disclosure Schedule shall have been duly obtained and shall be
      in
      form and substance satisfactory to counsel for Parent.

     

    (g)  SAS
      100.
      Parent
      shall have received a review report, reasonably satisfactory in form and
      substance to Parent, from the Company’s independent public accountants, pursuant
      to Statement of Accounting Standards No. 100.

     

    (h)  Employment
      Agreements.
      Employment Agreements in substantially the form set forth in Exhibit
      B
      hereto
      and otherwise in form and substance satisfactory to Parent and its counsel
      shall
      have been executed and delivered by the Company and each of the employees of
      the
      Company listed on Section 8.02(i) of the Company Disclosure Schedule (the
“Identified
      Employees”).

     

    (i)  Proprietary
      Rights, Non-Disclosure, Developments, Non-Competition and Non-Solicitation
      Agreements.
      Proprietary Rights, Non-Disclosure, Developments, Non-Competition and
      Non-Solicitation Agreement in substantially the form set forth in Exhibit
      E
      hereto
      and otherwise in form and substance acceptable to Parent and its counsel shall
      have been executed and delivered by Parent and each of the Company’s
      Stockholders.

     

    (j)  Escrow
      Agreement.
      The
      Stockholders’ Representative and the Escrow Agent shall have executed and
      delivered the Escrow Agreement, substantially in the form of Exhibit
      C
      hereto.

     

    
      
        
        

      

      
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    (k)  Board
      Resignations.
      Parent
      shall have received from each Person who is, immediately prior to the Closing
      Date, a director of the Company or any of its Subsidiaries, his or her written
      resignation, effective as of the Closing Date, from such position. 

     

    (l)  Termination
      of Agreements.
      All
      agreements among the Stockholders relating to the Company shall have been
      terminated and of no further force or effect as of the Closing
      Date.

     

    (m)  Lock-up
      and Trading Restriction Agreement of Stockholders.
      Each
      Stockholder shall have entered into a Lock-up and Trading Restriction Agreement
      with the Parent, substantially in the form of Exhibit
      F
      hereto.

     

    (n)  Supporting
      Documents.
      On or
      prior to the Closing Date, Parent and its counsel shall have received copies
      of
      the following supporting documents:

     

    (i)  (A)
      the
      Certificate of Incorporation of the Company certified as of a recent date by
      the
      Secretary of State of the state in which the Company is incorporated and (B)
      a
      certificate of the Secretary of State of the state in which the Company is
      incorporated as to the due incorporation and existence of the
      Company;

     

    (ii)  a
      certificate of the Secretary of the Company, dated the Closing Date and
      certifying (A) that attached thereto is a true and complete copy of the By-laws
      of the Company as in effect on the date of such certification; (B) that the
      Certificate of Incorporation of the Company have not been amended since the
      date
      of the last amendment referred to in the certificate delivered pursuant to
      clause (i)(B) above and (C) the resolutions of the board of directors of the
      Company approving the execution, delivery and performance of this Agreement
      and
      the consummation of the transactions contemplated hereby; 

     

    (iii)  such
      additional supporting documents and other information with respect to the
      operations and affairs of the Company as Parent or its counsel may reasonably
      request; and

     

    (iv)  a
      schedule of equity awards to be granted under the equity plan to be established
      by Parent pursuant to Section 6.09(d) hereof to employees of the Company who
      are
      not Stockholders in an aggregate amount not to exceed 1.4% of the outstanding
      share capital of the Parent immediately following the Closing.

     

    All
      such
      documents shall be reasonably satisfactory in form and substance to Parent
      and
      its counsel.

     

    (o)  Restricted
      Stock Agreements.
      Each of
      the Stockholders shall have executed Restricted Stock Agreements, substantially
      in the form of Exhibit
      G
      hereto.

     

    Section
      8.03.    Conditions
      Precedent to the Obligations of the Company and the Stockholders.
      The
      obligations of the Company and the Stockholders to consummate the transactions
      contemplated by this Agreement are subject, at the option of the Company and
      the
      Stockholders, to the satisfaction at or prior to the Closing Date of each of
      the
      following conditions: 

     

    
      
        
        

      

      
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    (a)  Accuracy
      of Representations and Warranties.
      The
      representations and warranties of Parent contained in this Agreement or in
      any
      certificate or document delivered to the Company and the Stockholders pursuant
      hereto shall be true and correct in all material respects (other than
      representations and warranties subject to “materiality” or “material adverse
      effect” qualifiers, which shall be true and correct in all respects) both when
      made and on and as of the Closing Date as though made at and as of the Closing
      Date (other than representations and warranties which address matters only
      as of
      a certain date which shall be so true and correct as of such certain date),
      and,
      if the Closing Date shall occur on a date other than the date hereof, Parent
      shall have so certified to the Company and the Stockholders in
      writing.

     

    (b)  Compliance
      with Covenants.
      Parent
      shall have performed and complied in all material respects with all terms,
      agreements, covenants and conditions of this Agreement to be performed or
      complied with by it at or prior to the Closing Date, and, if the Closing Date
      shall occur on a date other than the date hereof, Parent shall have so certified
      to the Company and the Stockholders in writing.

     

    (c)  All
      Proceedings to Be Satisfactory.
      All
      proceedings to be taken by Parent in connection with the transactions
      contemplated hereby and all documents incident thereto shall be reasonably
      satisfactory in form and substance to the Company and the Stockholders and
      their
      respective counsel, and the Company and the Stockholders and said counsel shall
      have received all such counterpart originals or certified or other copies of
      such documents as they may reasonably request.

     

    (d)  No
      Material Adverse Change.
      There
      shall not have occurred since the date of this Agreement any Parent Material
      Adverse Effect, and Parent shall have so certified to the Company in
      writing.

     

    (e)  Escrow
      Agreement.
      The
      Stockholders’ Representative and the Escrow Agent shall have executed and
      delivered the Escrow Agreement, substantially in the form of Exhibit
      C
      hereto.

     

    (f)  Trust
      Fund.
      Parent
      shall have made appropriate arrangements with the trustee holding the Trust
      Fund
      to have the Trust Fund, which shall contain no less than the amount referred
      to
      in Section 5.06, dispersed to Parent immediately upon the Closing. 

     

    (g)  Opinion
      of Counsel.
      The
      Company shall have received the opinion of Wilmer Cutler Pickering Hale and
      Dorr
      LLP, counsel to Parent, in substantially the form of Exhibit
      H
      hereto.

     

    ARTICLE
      IX.

     

    INDEMNIFICATION

     

    Section
      9.01.    Survival
      of Representations and Warranties.
      The
      representations and warranties set forth in Articles III, IV and V will survive
      until the one-year anniversary of the Closing Date, other than the
      representations and warranties set forth in Section 3.03 (Capitalization),
      Section
      3.09 (Employee
      and Labor Matters),
      Section
      3.12 (Environmental
      Matters),
      Section
      3.14 (Taxes),
      and
      Section 4.03 (Title
      to Shares/Membership Interests),
      which
      shall survive until the expiration of the applicable statute of limitations.
      This Section 9.01 shall not limit any covenants or agreements of the parties
      hereto that by its terms contemplated performance after the Closing
      Date. 

     

    
      
        
        

      

      
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    Section
      9.02.    Tax
      Indemnity.

     

    (a)  The
      Stockholders jointly and severally agree to and will indemnify, defend and
      hold
      harmless Parent, the Company, Blacklist and the Company Subsidiary, and their
      respective officers, directors, advisors, Affiliates, agents, employees and
      each
      Person, if any, who controls or may control Parent within the meaning of the
      Securities Act (the “Parent
      Indemnified Group”)
      from
      and against any and all Taxes incurred by, imposed upon or attributable to
      the
      Company, Blacklist or the Company Subsidiary or the assets thereof:

     

    (i)  with
      respect to all taxable periods ending on or prior to the Closing
      Date;

     

    (ii)  with
      respect to the portion of any taxable period treated as ending on the
      Closing Date pursuant to Section 6.06(b)(iii);

     

    (iii)  described
      in Section 6.06(a);

     

    (iv)  arising
      by reason of any breach or inaccuracy of any representation contained in Section
      3.14 hereof or of any covenant or agreement of the Stockholders or the Company
      contained in Section 6.06 hereof;

     

    (v)  by
      reason
      of being a successor in interest or transferee of another entity;
      and

     

    (vi)  by
      reason
      of the liability of the Company pursuant to Treasury Regulation Section 1.1502
      6(a) or any analogous or similar state, local or foreign law or regulation
      for
      any and all Taxes of any member of a consolidated, combined or unitary group
      of
      which the Company, Blacklist or the Company Subsidiary (or any predecessor)
      is
      or was a member prior to the Closing Date. 

     

    The
      Stockholders shall also pay and shall indemnify and hold harmless the members
      of
      the Parent Indemnified Group from and against any losses, damages, liabilities,
      obligations, deficiencies, costs and expenses (including, without limitation,
      reasonable expenses and fees for attorneys and accountants) (“Related
      Costs”)
      incurred in connection with the Taxes for which the Stockholders are responsible
      to indemnify the members of the Parent Indemnified Group pursuant to this
      Section 9.02(a) (or any asserted deficiency, claim, demand, action, suit,
      proceeding, judgment or assessment, including the defense or settlement thereof,
      relating to such Taxes) or the enforcement of this Section 9.02. 

     

    (b)  For
      purposes of this Section 9.02, any interest, penalty or additional charge
      included in Taxes shall be deemed to be a Tax for the period to which the item
      or event giving rise to such interest, penalty or additional charge is
      attributable, and not a Tax for the period during which such interest, penalty
      or additional charge accrues.

     

    
      
        
        

      

      
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    (c)  The
      indemnity provided for in this Section 9.02 shall be independent of any other
      indemnity provision hereof and, anything in this Agreement to the contrary
      notwithstanding, shall survive until sixty (60) days after the expiration of
      the
      applicable statutes of limitation, including any extensions thereof, for the
      Taxes referred to herein. Any Taxes and Related Costs subject to indemnification
      under this Section 9.02 shall not be subject to indemnification under Section
      9.03 hereof. The provisions of Sections 9.03, 9.04 and 9.05 shall not apply
      to
      claims for indemnification made under this Section 9.02.

     

    (d)  Any
      payments required pursuant to the foregoing provisions of Section 9.02 shall
      be
      paid by the Stockholders out of their own personal funds or, if consented to
      by
      Parent, may be made as an offset against future contingent payments as more
      fully described in Exhibit
      A
      hereto.

     

    Section
      9.03.    General
      Indemnity.

     

    (a)  Subject
      to the terms and conditions of this Article IX, the Stockholders agree to and
      will, jointly and severally, indemnify, defend and hold the Parent Indemnified
      Group harmless from and against all demands or claims, actions or causes of
      action, assessments, losses, damages, liabilities, costs and expenses,
      including, without limitation, interest, penalties and reasonable attorneys’
fees and expenses (hereinafter collectively called “Damages”),
      asserted against, resulting to, imposed upon or incurred by the Company, the
      Company Subsidiary or Parent, by reason of, resulting from or arising out
      of: 

     

    (i)  a
      breach
      of any representation or warranty of the Company, the Company Subsidiary,
      Blacklist or any Stockholder contained in or made pursuant to this Agreement,
      or
      any facts or circumstances constituting such a breach, except as and to the
      extent that Section 9.02 above shall be applicable thereto, in which case the
      provisions of said Section 9.02 shall govern; and

     

    (ii)  any
      breach of any covenant or agreement of the Company, the Company Subsidiary
      or
      any Stockholder contained in or made pursuant to this Agreement or the Escrow
      Agreement.

     

    (b)  Subject
      to the terms and conditions of this Article IX, Parent agrees to and will
      indemnify, defend and hold the Company (prior to the Closing Date) and the
      Stockholders (following the Closing Date) harmless from and against all Damages
      asserted against, resulting to, imposed upon or incurred by them by reason
      of or
      resulting from or arising out of (i) a breach of any representation or warranty
      of Parent contained in or made pursuant to this Agreement, or any facts or
      circumstances constituting such a breach, or (ii) any breach of any covenant
      or
      agreement of Parent contained in or made pursuant to this
      Agreement.

     

    Section
      9.04.    Conditions
      of Indemnification.
      The
      respective obligations and liabilities of the Stockholders, on the one hand,
      and
      Parent, on the other hand (herein sometimes called the “indemnifying
      party”),
      to
      the other (herein sometimes called the “party
      to be indemnified”
or
      the
“indemnified
      party”)
      with
      respect to claims resulting from the assertion of liability by third parties
      shall be subject to the following terms and conditions:

     

    
      
        
        

      

      
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    (a)  within
      30
      days after receipt of notice of commencement of any action or the assertion
      of
      any claim by a third party, the party to be indemnified shall give the
      indemnifying party written notice thereof together with a copy of such claim,
      process or other legal pleading (provided that failure so to notify the
      indemnifying party of the assertion of a claim within such period shall not
      affect its indemnity obligation hereunder except as and to the extent that
      such
      failure shall adversely affect the defense of such claim), and the indemnifying
      party shall have the right to undertake the defense thereof by representatives
      of its own choosing;

     

    (b)  in
      the
      event that the indemnifying party, by the 30th
      day
      after receipt of notice of any such claim (or, if earlier, by the tenth day
      preceding the day on which an answer or other pleading must be served in order
      to prevent judgment by default in favor of the Person asserting such claim),
      does not elect to defend against such claim, the party to be indemnified will
      (upon further notice to the indemnifying party) have the right to undertake
      the
      defense, compromise or settlement of such claim on behalf of and for the account
      and risk of the indemnifying party, subject to the right of the indemnifying
      party to assume the defense of such claim at any time prior to settlement,
      compromise or final determination thereof;

     

    (c)  anything
      in this Section 9.04 to the contrary notwithstanding, (i) if there is a
      reasonable probability that a claim may materially and adversely affect the
      indemnified party other than as a result of money damages or other money
      payments, the indemnified party shall have the right, at its own cost and
      expense, to compromise or settle such claim, but (ii) the indemnified party
      shall not, without the prior written consent of the indemnifying party, settle
      or compromise any claim or consent to the entry of any judgment which does
      not
      include as an unconditional term thereof the giving by the claimant or the
      plaintiff to the indemnifying party a release from all liability in respect
      of
      such claim; and

     

    (d)  in
      connection with any such indemnification, the indemnified party will cooperate
      in all reasonable requests of the indemnifying party.

     

    In
      the
      event that the “indemnifying party” or the “party to be indemnified” as
      described in this Section 9.04 is the Stockholders as a group, then any notices
      required to be given to or by, and all other actions or decisions required
      to be
      taken or made by, such “indemnifying party” or the “party to be indemnified” as
      provided in this Section 9.04, may be given to or by, or may be taken or made
      by, the Stockholders’ Representative.

     

    Section
      9.05.    Threshold
      for Damages.
      Except
      in the case of Damages in respect of fraud, the representations set forth in
      Section 3.03 (Capitalization),
      Section
      3.09 (Employee
      and Labor Matters),
      Section
      3.12 (Environmental
      Matters),
      Section
      3.14 (Taxes),
      Section
      4.03 (Title
      to Shares/Membership Interests),
      Section
      5.02 (Capitalization),
      Section
      5.13 (Employee
      Benefit Plans),
      Section
      5.17 (Taxes)
      and
      Section 5.18 (Environmental
      Matters),
      an
      Indemnified Person may not make a claim for Damages until the aggregate amount
      of claims by Indemnified Persons exceeds $500,000; provided,
      however,
      that
      once the aggregate amount of Damages of Indemnified Persons exceed such
      threshold amount, then the Indemnified Persons shall have the right to recover
      the full amounts due without regard to the threshold. In determining the amount
      of any Damage attributable to a breach, any materiality standard contained
      in a
      representation, warranty or covenant of the Stockholders or the Company shall
      be
      disregarded. 

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    Section
      9.06.    Escrow
      Funds.
      On the
      Closing Date, Parent shall deliver the Cash
      Escrow Amount, the Stock Escrow
      Amount
      and the Stock Contingent Consideration to the Escrow Agent. The Cash Escrow
      Amount and the Stock Escrow Amount shall be held by the Escrow Agent in separate
      accounts under the Escrow Agreement pursuant to the terms set forth therein
      and
      shall be available to compensate the Parent Indemnified Group pursuant to the
      indemnification obligations of the Stockholders. Notwithstanding anything to
      the
      contrary in this Agreement, except in the case of fraud, criminal activity,
      intentional misrepresentation or intentional misconduct, the Cash Escrow Amount
      and the Stock Escrow Amount shall be the sole remedy and source of recovery
      by
      the Parent Indemnified Group in connection with any breach of any
      representation, warranty, covenant or agreement made by the Company or the
      Stockholders under this Agreement.
      The
      Cash Escrow Amount and the Stock Escrow Amount shall not be subject to any
      lien,
      attachment, trustee process or any other judicial process of any creditor of
      any
      party, and shall be held and disbursed solely for the purposes and in accordance
      with the terms of the Escrow Agreement.

     

    Section
      9.07.    Exclusive
      Remedy.
      Except
      in the case of fraud, criminal activity, intentional misrepresentation or
      intentional misconduct, the sole and exclusive monetary remedy for any breach
      or
      alleged breach of any representation, warranty, covenant or agreement in this
      Agreement or any Transaction Document shall be indemnification in accordance
      with this Article IX. Except as set forth above, and in furtherance of the
      foregoing, each party hereby waives, to the fullest extent permitted by
      applicable Law, any and all other rights, claims and causes of action (including
      rights of contribution, if any) known or unknown, foreseen or unforeseen, which
      exist or may arise in the future, that it may have against the Company, the
      Stockholders or Parent, as the case may be, arising under or based upon any
      federal, state or local Law. 

     

    ARTICLE
      X.

     

    TERMINATION
      AND ABANDONMENT

     

    Section
      10.01.    Termination.
      This
      Agreement may be terminated at any time prior to the Closing or on the Closing
      Date:

     

    (a)  by
      the
      mutual consent of the Company and Parent; 

     

    (b)  by
      Parent, on the one hand, or the Company, on the other hand, if the Closing
      shall
      not have occurred on or before October 11, 2008, or such later date as may
      be
      agreed upon by the parties hereto, provided,
      however,
      that the
      right to terminate this Agreement under this clause (b) shall not be available
      to any party (a “Defaulting
      Party”)
      whose
      failure to fulfill any obligation under this Agreement has been the cause of,
      or
      resulted in the failure of the Closing to occur on or before such
      date;

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

    (c)  by
      either
      Parent or the Company if a Governmental Entity shall have issued an order,
      decree, judgment or ruling or taken any other action, in any case having the
      effect of permanently restraining, enjoining or otherwise prohibiting the
      Business Combination, which order, decree, ruling or other action is final
      and
      nonappealable;

     

    (d)  by
      Parent, upon a breach of any representation, warranty, covenant or agreement
      on
      the part of the Company or any Stockholder set forth in this Agreement, or
      if
      any representation or warranty of the Company shall have become untrue,
      incomplete or incorrect, in either case such that the conditions set forth
      in
      Section 8.02 would not be satisfied (a “Terminating
      Company Breach”);
      provided,
      however,
      that if
      such Terminating Company Breach is curable by the Company through the exercise
      of its reasonable efforts within twenty (20) days and for so long as the Company
      continues to exercise such reasonable efforts, Parent may not terminate this
      Agreement under this Section 10.01(d);

     

    (e)  by
      the
      Company or the Stockholders, upon breach of any representation, warranty,
      covenant or agreement on the part of Parent set forth in this Agreement, or
      if
      any representation or warranty of Parent shall have become untrue, incomplete
      or
      incorrect, in either case such that the conditions set forth in Section 8.03
      would not be satisfied (a “Terminating
      Parent Breach”);
      provided,
      however,
      that if
      such Terminating Parent Breach is curable by Parent through the exercise of
      its
      reasonable efforts within twenty (20) days and for so long as Parent continues
      to exercise such reasonable efforts, the Company may not terminate this
      Agreement under this Section 10.01(e); or

     

    (f)  by
      either
      Parent or the Company, if, at the Parent Stockholders’ Meeting, including any
      adjournments thereof), this Agreement and the transactions contemplated thereby
      shall fail to be approved and adopted by the affirmative vote of the holders
      of
      Parent Common Stock required under Parent’s certificate of incorporation, or the
      holders of 20% or more of the number of shares of Parent Common Stock issued
      in
      Parent’s initial public offering and outstanding as of the date of the record
      date of the Parent Stockholders’ Meeting exercise their rights to convert the
      shares of Parent Common Stock held by them into cash in accordance with Parent’s
      certificate of incorporation.

     

    Section
      10.02.    Procedure
      and Effect of Termination. 

     

    (a)  In
      the
      event of termination of this Agreement and abandonment of the transactions
      contemplated hereby by any or all of the parties pursuant to Section 10.01
      above, written notice thereof shall forthwith be given to the other parties
      to
      this Agreement (other than in the event of an automatic termination as provided
      in such Section) and this Agreement (except for this Section and Sections 10.01
      and 11.01, which shall continue) shall terminate and the transactions
      contemplated hereby shall be abandoned, without further action by any of the
      parties hereto

     

    (b)  If
      this
      Agreement is terminated and/or abandoned as provided herein:

     

    (i)  each
      party hereto will promptly redeliver all documents, work papers and other
      material of any other party relating to the transactions contemplated hereby,
      whether obtained before or after the execution hereof, to the party furnishing
      the same; 

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    (ii)  all
      confidential information received by each party hereto with respect to the
      business of the other party shall be treated in accordance with Section 6.03
      hereof;

     

    (iii)  except
      as
      described in this Section 10.02, each party hereto shall bear its own costs
      and
      expenses; and

     

    (iv)  no
      party
      shall have any liability or further obligation to any other party to this
      Agreement pursuant to this Agreement except as provided in this Article
      X.

     

    (c)  If
      this
      Agreement is terminated by Parent pursuant to Section 10.01(d) or by the Company
      or the Stockholders pursuant to Section 10.01(e), then, unless such payment
      has
      already been made pursuant to the provisions of Section 6.04(b), the terminating
      party will be entitled to
      $2,000,000 due and payable within one (1) Business Day following
      termination of this Agreement as liquidated damages and not as a penalty amount,
      and in lieu of any other right or remedy that such party may have against the
      other parties to this Agreement for such breach.

     

    ARTICLE
      XI.

     

    MISCELLANEOUS

     

    Section
      11.01.    Expenses,
      Etc.

     

    (a)  All
      Expenses shall be paid by the party incurring such Expenses, provided,
      however,
      that if
      the transactions contemplated hereby are consummated, then Parent shall pay
      the
      expenses incurred by the Company.

     

    (b)  The
      Stockholders, on the one hand, and Parent, on the other hand, will indemnify
      the
      other and hold it or them harmless from and against any claims for finders’ fees
      or brokerage commissions in relation to or in connection with this Agreement
      as
      a result of any agreement or understanding between such indemnifying party
      and
      any third party.

     

    Section
      11.02.    Notices.
      All
      notices which are required or may be given pursuant to the terms of this
      Agreement shall be in writing and shall be sufficient and deemed to be received
      if (i) on the date of delivery, if delivered personally, (ii) 3 days after
      mailing, if mailed by registered or certified mail, return receipt requested
      and
      postage prepaid, (iii) the day after mailing, if sent via a nationally
      recognized overnight courier service or (iv) the day after transmission, if
      sent
      via facsimile or e-mail confirmed in writing to the recipient, in each case
      as
      follows:

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

    if
      to
      Parent, to:

     

    
      	 	 	
              Fortissimo
                Acquisition Corporation 

            


    

    
      	 	 	
              14
                Hamelacha Street

            


    

    
      	 	 	
              Park
                Afek PO Box 11704

            


    

    
      	 	 	
              Rosh
                Haayin 48091

            


    

    
      	 	 	
              Israel

            


    

    
      	 	 	
              Attention:
                Marc S. Lesnick

            


    

    Telephone:
      011-972-3-915-7466  

    
      	 	 	
              Facsimile:
                011-972-3-915-7411

            


    

    
      	 	 	
              E-mail:
                marc@ffcapital.com

            


    

    


    with
      a
      copy (which shall not constitute notice) to:

     

    
      	 	 	
              Wilmer
                Cutler Pickering Hale and Dorr LLP

            


    

    399
      Park
      Avenue

    New
      York,
      New York 10022

    Attention:
      Brian B. Margolis, Esq.

    
      	 	 	
              Telephone:
                (212) 937-7239

            


    

    
      	 	 	
              Facsimile:
                (212) 230-8888

            


    

    E-mail:
      brian.margolis@wilmerhale.com

     

    if
      to the
      Company, to:

     

    Psyop,
      Inc.

    124
      Rivington Street

    New
      York,
      NY 10002

    Attention:
      Sandy Selinger

    Telephone:
      (212) 533-9055 

    Facsimile:
      (212) 533-9112 

    E-mail:
      sandy@psyop.tv

    


    with
      a
      copy (which shall not constitute notice) to:

    


    Graubard
      Miller

    405
      Lexington Avenue

    
      	 	 	
              New
                York, NY 10174

            


    

    Attention:
      David A. Miller, Esq.

    Telephone:
      212-818-8661

    Facsimile:
      646-227-5439

    E-mail:
      dmiller@graubard.com

     

    if
      to any
      Stockholder, to the address appearing under the name of such Stockholder in
      Schedule
      I
      hereto;

     

    or
      such
      other address or addresses as any party shall have designated by notice in
      writing to the other parties.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

    Section
      11.03.    Waivers.
      Either
      the Stockholders’ Representative, on the one hand, or Parent, on the other hand,
      may, by written notice to the other, (i) extend the time for the performance
      of
      any of the obligations or other actions of the other under this Agreement,
      (ii)
      waive any inaccuracies in the representations or warranties of the other
      contained in this Agreement or in any document delivered pursuant to this
      Agreement, (iii) waive compliance with any of the conditions or covenants of
      the
      other contained in this Agreement, or (iv) waive performance of any of the
      obligations of the other under this Agreement. Except as provided in the
      preceding sentence, no action taken pursuant to this Agreement, including,
      without limitation, any investigation by or on behalf of any party, shall be
      deemed to constitute a waiver by the party taking such action of compliance
      with
      any representations, warranties, covenants or agreements contained in this
      Agreement. The waiver by any party hereto of a breach of any provision of this
      Agreement shall not operate or be construed as a waiver of any subsequent
      breach.

     

    Section
      11.04.  Amendments,
      Supplements, Etc.
      At any
      time this Agreement may be amended or supplemented by such additional
      agreements, articles or certificates, as may be determined by the parties hereto
      to be necessary, desirable or expedient to further the purposes of this
      Agreement, or to clarify the intention of the parties hereto, or to add to
      or
      modify the covenants, terms or conditions hereof or to effect or facilitate
      any
      governmental approval or acceptance of this Agreement or to effect or facilitate
      the filing or recording of this Agreement or the consummation of any of the
      transactions contemplated hereby. Any such instrument must be in writing and
      signed by Parent, the Company and the Stockholders’ Representative.

     

    Section
      11.05.  Other
      Remedies; Specific Performance.
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed cumulative with and not exclusive of any other
      remedy conferred hereby, or by law or equity upon such party, and the exercise
      by a party of any one remedy will not preclude the exercise of any other remedy.
      The parties hereto agree that irreparable damage would occur in the event that
      any of the provisions of this Agreement were not performed in accordance with
      their specific terms or were otherwise breached. It is accordingly agreed that
      the parties shall be entitled to seek an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      hereof in any court of the United States or any state having jurisdiction,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity.

     

    Section
      11.06.  Governing
      Law; Submission to Jurisdiction.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the law of the State of New York other than conflicts of law principles thereof
      directing the application of any law other than that of New York. Courts within
      the State of New York, County of New York or the United States District Court
      for the Southern District of New York will have jurisdiction over all disputes
      between the parties hereto arising out of or relating to this Agreement and
      the
      agreements, instruments and documents contemplated hereby. The parties hereby
      consent to and agree to submit to the jurisdiction of such courts. Each of
      the
      parties hereto waives, and agrees not to assert in any such dispute, to the
      fullest extent permitted by applicable law, any claim that (i) such party
      is not personally subject to the jurisdiction of such courts, (ii) such
      party and such party’s property is immune from any legal process issued by such
      courts or (iii) any litigation commenced in such courts is brought in an
      inconvenient forum.

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

    Section
      11.07.  Waiver
      of Jury Trial.
      Each
      party hereto hereby irrevocably waives all right to trial by jury in any
      proceeding (whether based on contract, tort or otherwise) arising out of or
      relating to this Agreement or any transaction or agreement contemplated hereby
      or the actions of any party hereto in the negotiation, administration,
      performance or enforcement hereof.

     

    Section
      11.08.  Headings;
      Interpretation.
      The
      descriptive headings contained in this Agreement are included for convenience
      of
      reference only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. The parties have participated jointly in the negotiation and
      drafting of this Agreement. In the event an ambiguity or question of intent
      or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the parties, and no presumption or burden of proof shall arise favoring
      or
      disfavoring any party by virtue of the authorship of any provisions of this
      Agreement.

     

    Section
      11.09.  Counterparts.
      This
      Agreement may be executed and delivered (including delivery by facsimile or
      e-mail transmission) in one or more counterparts, and by the different parties
      hereto in separate counterparts, each of which when executed and delivered
      shall
      be deemed to be an original but all of which taken together shall constitute
      one
      and the same agreement.

     

    Section
      11.10.  Entire
      Agreement.
      This
      Agreement (including the Exhibits and the Company Disclosure Schedule), the
      Transaction Documents and the Confidentiality Agreement constitute the entire
      agreement among the parties with respect to the subject matter hereof and
      supersede all prior agreements and understandings among the parties with respect
      thereto. No addition to or modification of any provision of this Agreement
      shall
      be binding upon any party hereto unless made in writing and signed by all
      parties hereto.

     

    Section
      11.11.  Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns. Notwithstanding anything
      contained in this Agreement to the contrary, nothing in this Agreement,
      expressed or implied, is intended to confer on any Person other than the parties
      hereto or their respective successors and assigns, any rights, remedies,
      obligations or liabilities under or by reason of this Agreement.

     

    Section
      11.12.  Assignability.
      Neither
      this Agreement nor any of the parties’ rights hereunder shall be assignable by
      any party hereto without the prior written consent of the other parties hereto,
      except (i) in the case of Parent, to any Person who shall acquire substantially
      all of the assets of Parent or a majority of the voting securities of Parent,
      whether pursuant to a merger, consolidation, sale of stock or otherwise, and
      (ii) in the case of an individual Stockholder, to the estate of such Stockholder
      upon death.

     

    Section
      11.13.  Severability.
      If any
      term or other provision of this Agreement is invalid, illegal, or incapable
      of
      being enforced by any law or public policy, all other terms or provisions of
      this Agreement shall nevertheless remain in full force and effect so long as
      the
      economic or legal substance of the transactions contemplated hereby is not
      affected in any manner materially adverse to any party. Upon such determination
      that any term or other provision is invalid, illegal, or incapable of being
      enforced, 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
      possible in an acceptable manner in order that the transactions contemplated
      hereby are consummated as originally contemplated to the greatest extent
      possible.

     

    [Remainder
      of page intentionally blank]

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      parties hereto as of the day and year first above written.

     

    
      	
              FORTISSIMO
                ACQUISITION CORP.

            
	 
	
              By:

            	
              /s/
                Yuval Cohen

            
	 	
              Name:
                Yuval Cohen

            
	 	
              Title:
                CEO & President

            
	 
	 
	
              FAC
                ACQUISITION SUB CORP.

            
	 
	
              By:

            	
              /s/
                Marc Lesnick

            
	 	
              Name:
                Marc Lesnick

            
	 	
              Title:
                Vice President

            
	 
	 


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              PSYOP,
                INC.

            
	 
	
              By:

            	
              /s/
                Justin Booth-Clibborn

            
	 	
              Name:
                Justin Booth-Clibborn

            
	 	
              Title:
                Chief Executive Officer

            
	 
	 
	
              PSYOP
                SERVICES, LLC

            
	 
	
              By:

            	
              /s/
                Justin Booth-Clibborn

            
	 	
              Name:
                Justin Booth-Clibborn

            
	 	
              Title:
                Member and Chief Executive Officer

            
	 
	
              /s/
                Justin Booth-Clibborn

            
	
              JUSTIN
                BOOTH-CLIBBORN

            
	 
	
              /s/
                Hejung Marie Hyon

            
	
              HEJUNG
                MARIE HYON

            
	 
	
              /s/
                Justin Lane

            
	
              JUSTIN
                LANE

            
	 
	
              /s/
                Kylie Matulick

            
	
              KYLIE
                MATULICK

            
	 
	
              /s/
                Eben Mears

            
	
              EBEN MEARS

            
	 
	
              /s/
                Robert Todd Mueller

            
	
              ROBERT
                TODD MUELLER

            
	 
	
              /s/
                Samuel Selinger

            
	
              SAMUEL
                SELINGER

            
	 
	
              /s/
                Marco Spier

            
	
              MARCO
                SPIER

            
	 
	
              /s/
                Christopher Staves

            
	
              CHRISTOPHER
                STAVES

            
	 
	
               

            
	
              STOCKHOLDERS’
                REPRESENTATIVE

            
	 
	
              By:

            	
              /s/
                Justin Booth-Clibborn

            
	 	
              Justin
                Booth-Clibborn

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    Contingent
      Consideration

    


    §1. Definitions.

    


    §1.1. Defined
      Terms.
      In
      addition to the terms defined elsewhere in this Exhibit A, when used in this
      Exhibit A, the following terms shall have the meanings specified therefor
      below:

    


    “Actual
      EBITDA”
      means
      actual EBITDA of the Company for an Annual Contingent Consideration Period,
      as
      determined in accordance with the definition of “EBITDA” set forth in this
      Section 1.1 of Exhibit A.

     

    “Annual
      EBITDA Percentage”
      has the
      meaning set forth in Section 2(a)(ii)(2). 

     

    “Annual
      EBITDA Target”
      means
      $4,700,000, $7,000,000 and $10,000,000, with respect to the Annual Contingent
      Consideration Periods ending December 31, 2008, December 31, 2009 and December
      31, 2010, respectively, as set forth in Table A. 

     

    “Actual
      Revenue”
      has the
      meaning set forth in Section 2(a)(i)(1).

     

    “Annual
      Revenue Percentage”
      has the
      meaning set forth in Section 2(a)(i)(2). 

     

    “Annual
      Revenue Target”
      means
      $31,000,000, $48,000,000 and $59,000,000, with respect to the Annual Contingent
      Consideration Periods ending December 31, 2008, December 31, 2009 and December
      31, 2010, respectively, as set forth in Table A.

     

    “Contingent
      Consideration Certificate”
      has the
      meaning set forth in Section 2(c).

     

    “Contingent
      Consideration Dispute Resolution Period”
      has the
      meaning set forth in Section 2(d). 

     

    “Contingent
      Consideration Objection Certificate”
      has the
      meaning set forth in Section 2(d).

     

    “Contingent
      Consideration Objection Deadline”
      has the
      meaning set forth in Section 2(d).

     

    “Contingent
      Consideration Payment Date”
      has the
      meaning set forth in Section 2(f). 

     

    “Determination
      Date” means
      April 15, 2009, with respect to the Annual Contingent Consideration Period
      ending December 31, 2008, April 15, 2010, with respect to the Annual Contingent
      Consideration Period ending December 31, 2009 and April 15, 2011, with respect
      to the Annual Contingent Consideration Period ending December 31,
      2010.

     

    “Disqualifying
      Termination” has
      the
      meaning set forth in Section 2(b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “EBITDA”
      means
      earnings before interest, taxes, depreciation and amortization, as calculated
      in
      accordance with GAAP to the extent that GAAP applies; provided, however, that
      with respect to the calculation of Actual EBITDA for the Annual Contingent
      Consideration Period ending December 31, 2008, EBITDA shall be adjusted to
      exclude the following items from expenses: (i) up to an aggregate of $750,000
      in
      costs incurred by the Company in connection with (A) the Closing and (B) those
      legal, accounting and other similar costs incurred by the Company solely as
      a
      result of its operation as a public company (ii) up to an aggregate of $375,000
      of general and administrative costs incurred in connection with the
      establishment of a new office in Los Angeles, CA, and (iii) up to an aggregate
      of $330,000 in costs associated with market research and investments in new
      business initiatives.

     

    “Independent
      Accountant”
      means an
      independent nationally recognized accounting firm selected in writing by the
      Stockholders’ Representative and the Parent.

     

    “Pro
      Rata Allocated Additional Cash Consideration”
      has the
      meaning set forth in Section 2(b).

     

    “Pro
      Rata Allocated Additional Stock Consideration”
      has the
      meaning set forth in Section 2(b).

     

    §1.2. Other
      Defined Terms.
      Capitalized
      terms used herein but not otherwise defined herein shall have the respective
      meanings given to such terms in the Agreement of which this Exhibit A forms
      a
      part.

     

    §2. Contingent
      Consideration.

     

    (a)  With
      respect to each Annual Contingent Consideration Period, each Stockholder shall
      be eligible to receive additional contingent consideration as set forth
      below:

     

    (i)  Revenue-Based
      Consideration:

     

    
      	1)  	
              If
                revenue, as calculated in accordance with GAAP, for an Annual Contingent
                Consideration Period (the “Actual
                Revenue”) equals
                or exceeds 125% of the Annual Revenue Target for such fiscal year,
                then
                (1) the number of shares of Parent Common Stock equal to the Maximum
                Revenue Contingent Stock for such Stockholder with respect to such
                fiscal
                year, as set forth in Table B, shall vest and (2) such Stockholder
                shall
                receive an amount in cash equal to such Stockholder’s Maximum Revenue
                Contingent Cash with respect to such fiscal year, as set forth in
                Table B.
                

            


    

     

    
      	2)  	
              If
                the Actual Revenue for a fiscal year equals or exceeds 70% and is
                less
                than 125% of the Annual Revenue Target for such fiscal year, then
                (1) with
                respect to each Stockholder, a number of shares of Parent Common
                Stock
                shall vest equal to the product of (A) such Stockholder’s Maximum Revenue
                Contingent Stock for such fiscal year, as set forth in Table B, and
                (B)
                (i) the Actual Revenue for such fiscal year divided by (ii) 125%
                of the
                Annual Revenue Target for such fiscal year (the “Annual Revenue
                Percentage”)
                and (2) each Stockholder shall receive an amount in cash equal to
                the
                product of (A) the Stockholder’s respective Maximum Revenue Contingent
                Cash for such fiscal year, as set forth in Table B, and (B) the Annual
                Revenue Percentage for such fiscal year; and any remainder of such
                Stockholder’s Maximum Revenue Contingent Stock or Maximum Revenue
                Contingent Cash shall be forfeited.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3)  	
              If
                the Actual Revenue for a fiscal year is less than 70% of the Annual
                Revenue Target for such fiscal year, then (1) none of a Stockholder’s
                Maximum Revenue Contingent Stock for such fiscal year shall vest
                and all
                such shares shall be forfeited and (2) no Stockholder shall receive
                any
                cash payment with respect to his or her Maximum Revenue Contingent
                Cash
                for such fiscal year and such Maximum Revenue Contingent Cash shall
                be
                forfeited. 

            


    

     

    
      	4)  	
              The
                Annual Revenue Target and the aggregate Maximum Revenue Contingent
                Stock
                for all Stockholders for each fiscal year are set forth on Table
                A below.
                Each Stockholder’s Maximum Revenue Contingent Stock and Maximum Revenue
                Contingent Cash by fiscal year are set forth on Table B below and
                are
                calculated by multiplying each of the Maximum Revenue Contingent
                Stock and
                Maximum Revenue Contingent Cash for such fiscal year by the Company
                ownership percentage of such Stockholder, as set forth in Table D
                below.

            


    

     

    (ii)  EBITDA-Based
      Consideration:

     

    
      	1)  	
              If
                Actual EBITDA for an Annual Contingent Consideration Period  equals
                or exceeds 125% of the Annual EBITDA Target for such fiscal year,
                then (1)
                the number of shares of Parent Common Stock equal to the Maximum
                EBITDA
                Contingent Stock for such fiscal year with respect to such Stockholder,
                as
                set forth on Table C, shall vest and (2) such Stockholder shall receive
                an
                amount in cash equal to such Stockholder’s Maximum EBITDA Contingent Cash
                for such fiscal year, as set forth in Table C.


            


    

     

    
      	2)  	
              If
                the Actual EBITDA for a fiscal year equals or exceeds 70% and is
                less than
                125% of the Annual EBITDA Target for such fiscal year, then (1) with
                respect to each Stockholder, a number of shares of Parent Common
                Stock
                shall vest equal to the product of (A) such Stockholder’s Maximum EBITDA
                Contingent Stock for such fiscal year, as set forth on Table C, and
                (B)
                (i) the Actual EBITDA for such fiscal year divided by (ii) 125% of
                the
                Annual EBITDA Target for such fiscal year (the “Annual EBITDA
                Percentage”)
                and (2) each Stockholder shall receive an amount in cash equal to
                the
                product of (A) the Stockholder’s respective Maximum EBITDA Contingent Cash
                for such fiscal year, as set forth on Table C, and (B) the Annual
                EBITDA
                Percentage for such fiscal year; and any remainder of such Stockholder’s
                Maximum EBITDA Contingent Stock or Maximum EBITDA Contingent Cash
                shall be
                forfeited.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3)  	
              If
                the Actual EBITDA for a fiscal year is less than 70% of the Annual
                EBITDA
                Target for such fiscal year, then (1) none of a Stockholder’s Maximum
                EBITDA Contingent Stock for such fiscal year shall vest and all such
                shares shall be forfeited and (2) no Stockholder shall receive any
                cash
                payment with respect to his or her Maximum EBITDA Contingent Cash
                for such
                fiscal year and such Maximum EBITDA Contingent Cash shall be forfeited.
                

            


    

     

    
      	4)  	
              The
                Annual EBITDA Target and the aggregate Maximum EBITDA Contingent
                Stock for
                all Stockholders for each fiscal year are set forth on Table A below.
                Each
                Stockholder’s Maximum EBITDA Contingent Stock and Maximum EBITDA
                Contingent Cash by fiscal year are set forth on Table C below
                and are calculated by multiplying each of the Maximum EBITDA Contingent
                Stock and Maximum EBITDA Contingent Cash for such fiscal year by
                the
                Company ownership percentage of such Stockholder, as set forth in
                Table D
                below.

            


    

     

    
      	
              TABLE
                A1 

              Revenue
                and EBITDA Targets by Fiscal Year

            
	
              Fiscal
                Year Ended

            	
              December
                31, 2008

            	
              December
                31, 2009

            	
              December
                31, 2010

            
	
              Annual
                Revenue Target ($)

            	
              $31,000,000
                

            	
              $48,000,000
                

            	
              $59,000,000
                

            
	
              Maximum
                Revenue Contingent Stock (shares)

            	
              288,850.38

            	
              288,850.38

            	
              216,637.78

            
	
              Maximum
                Revenue Contingent Cash ($)

            	
              $833,333.33

            	
              $833,333.33

            	
              $625,000.00
                

            
	
              Annual
                EBITDA Target ($)

            	
              $4,700,000
                

            	
              $7,000,000
                

            	
              $10,000,000
                

            
	
              Maximum
                EBITDA Contingent Stock (shares)

            	
              288,850.38

            	
              288,850.38

            	
              216,637.78

            
	
              Maximum
                EBITDA Contingent Cash ($)

            	
              $833,333.33
                

            	
              $833,333.33
                

            	
              $625,000.00
                

            


    

     

    
      
        

      

    

    1 
The
      numbers in these tables assume
      (1) $5.77 stock price (Trailing Closing Average Price), (2) $11M total
      contingent consideration ($4M in 2008, $4M in 2009 and $3M in 2010), (3)
      cash/stock split = 1/3 and 2/3, (4) Revenue/EBITA split = 1/2 and 1/2. Numbers
      in tables B and C don’t add due to rounding.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              TABLE
                B5

              Stockholder
                Maximum Revenue Contingent Stock and Maximum Revenue Contingent Cash
                by
                Fiscal Year

            
	 	
              Maximum
                Revenue Contingent Stock

              (shares)

            	
              Maximum
                Revenue Contingent Cash

              ($)

            
	
              Fiscal
                Year

            	
              2008

            	
              2009

            	
              2010

            	
              2008

            	
              2009

            	
              2010

            
	
              Justin
                Booth-Clibborn

            	
              12,145.93

            	
              12,145.93

            	
              9,109.44

            	
              $35,041.00
                

            	
              $35,041.00
                

            	
              $26,280.75
                

            
	
              Hejung
                Marie Hyon

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Justin
                Lane

            	
              9,109.44

            	
              9,109.44

            	
              6,832.08

            	
              $26,280.75
                

            	
              $26,280.75
                

            	
              $19,710.56
                

            
	
              Kylie
                Matulick

            	
              32,368.89

            	
              32,368.89

            	
              24,276.67

            	
              $93,384.26
                

            	
              $93,384.26
                

            	
              $70,038.19
                

            
	
              Eben
                Mears

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Robert
                Todd Mueller

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Samuel
                Selinger

            	
              11,903.01

            	
              11,903.01

            	
              8,927.26

            	
              $34,340.18
                

            	
              $34,340.18
                

            	
              $25,755.13
                

            
	
              Marco
                Spier

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Christopher
                Staves

            	
              20,243.21

            	
              20,243.21

            	
              15,182.41

            	
              $58,401.66
                

            	
              $58,401.66
                

            	
              $43,801.25
                

            
	
              Maximum
                Total

            	
              288,850.38

            	
              288,850.38

            	
              216,637.78

            	
              $833,333.33
                

            	
              $833,333.33
                

            	
              $625,000.00
                

            


    

     

    


    


    
      	
              TABLE
                C

              Stockholder
                Maximum EBITDA Contingent Stock and Maximum EBITDA Contingent Cash
                by
                Fiscal Year

            
	 	
              Maximum
                EBITDA Contingent Stock

              (shares)

            	
              Maximum
                EBITDA Contingent Cash

              ($)

            
	
              Fiscal
                Year

            	
              2008

            	
              2009

            	
              2010

            	
              2008

            	
              2009

            	
              2010

            
	
              Justin
                Booth-Clibborn

            	
              12,145.93

            	
              12,145.93

            	
              9,109.44

            	
              $35,041.00
                

            	
              $35,041.00
                

            	
              $26,280.75
                

            
	
              Hejung
                Marie Hyon

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Justin
                Lane

            	
              9,109.44

            	
              9,109.44

            	
              6,832.08

            	
              $26,280.75
                

            	
              $26,280.75
                

            	
              $19,710.56
                

            
	
              Kylie
                Matulick

            	
              32,368.89

            	
              32,368.89

            	
              24,276.67

            	
              $93,384.26
                

            	
              $93,384.26
                

            	
              $70,038.19
                

            
	
              Eben
                Mears

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Robert
                Todd Mueller

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Samuel
                Selinger

            	
              11,903.01

            	
              11,903.01

            	
              8,927.26

            	
              $34,340.18
                

            	
              $34,340.18
                

            	
              $25,755.13
                

            
	
              Marco
                Spier

            	
              50,769.97

            	
              50,769.97

            	
              38,077.48

            	
              $146,471.37
                

            	
              $146,471.37
                

            	
              $109,853.53
                

            
	
              Christopher
                Staves

            	
              20,243.21

            	
              20,243.21

            	
              15,182.41

            	
              $58,401.66
                

            	
              $58,401.66
                

            	
              $43,801.25
                

            
	
              Maximum
                Total

            	
              288,850.38

            	
              288,850.38

            	
              216,637.78

            	
              $833,333.33
                

            	
              $833,333.33
                

            	
              $625,000.00
                

            


    

    


    


    
      	
              TABLE
                D

              Stockholder
                Ownership Percentages*

            
	
              Stockholder

            	
              Percentage

            
	
              Justin
                Booth-Clibborn

            	
              4.20%

            
	
              Hejung
                Marie Hyon

            	
              17.58%

            
	
              Justin
                Lane

            	
              3.15%

            
	
              Kylie
                Matulick

            	
              11.21%

            
	
              Eben
                Mears

            	
              17.58%

            
	
              Robert
                Todd Mueller

            	
              17.58%

            
	
              Samuel
                Selinger

            	
              4.12%

            
	
              Marco
                Spier

            	
              17.58%

            
	
              Christopher
                Staves

            	
              7.00%

            


    

    *
      Ownership is calculated as of the date of the Closing. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Allocation
      of Maximum Revenue Contingent Cash, Maximum EBITDA Contingent Cash, Maximum
      Revenue Contingent Stock and Maximum EBITDA Contingent Stock upon termination
      of
      employment of a Stockholder:

     

    (i)  Pursuant
      to the terms of the Restricted Stock Agreements, if (i) Parent terminates a
      Stockholder’s employment for Cause (as defined in the Employment Agreements) or
      (ii) a Stockholder terminates his or her employment with Parent without Good
      Reason (as defined in the Employment Agreements) at any time prior to the last
      day of the applicable Annual Contingent Consideration Period (each a
“Disqualifying
      Termination”),
      

     

    
      	1)  	
              (A)
                all shares of Parent Common Stock that are Maximum Revenue Contingent
                Stock and Maximum EBITDA Contingent Stock issued to such Stockholder
                and
                that have not vested pursuant to this Exhibit A as of the date of
                such
                termination of employment shall be forfeited automatically immediately
                following the date of termination of employment and reallocated to
                the
                remaining Stockholders as provided in Section 2(b)(i)(2) below and
                (B) any
                Maximum EBITDA Contingent Cash and Maximum Revenue Contingent Cash
                that
                could have been earned for the Annual Contingent Consideration Period
                in
                which the termination of employment occurs and any subsequent Annual
                Contingent Consideration Periods shall be forfeited automatically
                immediately following the date of termination of employment and
                reallocated to the remaining Stockholders as provided in Section
                2(b)(i)(2) below.

            


    

     

    
      	2)  	
              Upon
                the Disqualifying Termination of a Stockholder, such Stockholder’s
                remaining Maximum EBITDA Contingent Cash, Maximum Revenue Contingent
                Cash,
                Maximum Revenue Contingent Stock and Maximum EBITDA Contingent Stock
                that
                has not vested, shall be redistributed among the remaining Stockholders
                as
                follows: (I) additional Maximum Revenue Contingent Stock and Maximum
                EBITDA Contingent Stock shall be allocated to each Stockholder who
                remains
                employed by Parent on the date of such terminated Stockholder’s
                termination equal to the product of (i) the number of shares of forfeited
                Parent Common Stock and (ii) (A) the respective percentages set forth
                on
                Table D opposite the name of each Stockholder who remains employed
                by
                Parent, divided by (B) one minus the percentage set forth on Table
                D
                opposite the terminated Stockholder’s name (the “Pro
                Rata Allocated Additional Stock Consideration”)
                and (II) additional cash consideration shall be allocated to each
                Stockholder who remains employed by Parent on the date of such terminated
                Stockholder’s termination equal to the product of (i) the Maximum Revenue
                Contingent Cash and Maximum EBITDA Contingent Cash forfeited and
                (ii) (A)
                the respective percentages set forth on Table D opposite the name
                of each
                Stockholder who remains employed by Parent, divided by (B) one minus
                the
                percentage set forth opposite the terminated Stockholder’s name (the
                “Pro
                Rata Allocated Additional Cash Consideration”).
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3)  	
              To
                the extent the Annual EBITDA Target and/or Annual Revenue Targets
                are
                achieved for an Annual Contingent Consideration Period, Parent shall
                pay
                to each remaining Stockholder, in accordance with Section 2(a) above,
                all
                or a portion of such Stockholder’s Pro Rata Allocated Additional Stock
                Consideration and Pro Rata Allocated Additional Cash Consideration
                on the
                Contingent Consideration Payment Date for such Annual Contingent
                Consideration Period, provided that
                Parent has not terminated such Stockholder’s employment for Cause or such
                Stockholder has not terminated his or her employment with Parent
                without
                Good Reason at any time during such Annual Contingent Consideration
                Period.

            


    

     

    (ii)  If
      a
      Stockholder’s employment is terminated at any time prior to the last day of the
      applicable Annual Contingent Consideration Period under circumstances other
      than
      a Disqualifying Termination, then such Stockholder shall continue to be eligible
      to receive Maximum EBITDA Contingent Cash, Maximum Revenue Contingent Cash,
      Maximum Revenue Contingent Stock and Maximum EBITDA Contingent Stock, to the
      extent the Annual EBITDA Target and/or Annual Revenue Targets are achieved
      for
      the applicable Annual Contingent Consideration Period, in accordance with
      Section 2(a) above, as though such Stockholder was still employed by
      Parent.

     

    (c)  No
      later
      than the applicable Determination Date with respect to each Annual Contingent
      Consideration Period, Parent will deliver to the Stockholders’ Representative
      (i) a statement that includes each element of the calculation of the Contingent
      Consideration for such Annual Contingent Consideration Period and (ii) a
      certificate of Parent’s Chief Financial Officer certifying on behalf of Parent
      that the calculation of the Contingent Consideration (or the calculation that
      no
      Contingent Consideration is due pursuant to this Exhibit A) was made in
      accordance with the terms of this Exhibit A (such statement and certificate
      being referred to as the “Contingent
      Consideration Certificate”).
      The
      Stockholders’ Representative will be given prompt access to the records and
      working papers relating to the calculation of such amount of Contingent
      Consideration that the Stockholders’ Representative reasonably requests solely
      for the purpose of verifying the calculations and information contained in
      or
      accompanying the Contingent Consideration Certificate. All information obtained
      by the Stockholders’ Representative shall be deemed to be confidential
      information of Parent subject to the restrictions of the Confidentiality
      Agreement, and shall not be disclosed or made use of by the Stockholders’
Representative other than for the limited purposes of enforcing, and to the
      extent necessary to enforce, the Stockholders’ rights under this
      Agreement.

     

    (d)  The
      amount of any Contingent Consideration (or the calculation and statement that
      no
      Contingent Consideration is due under this Exhibit A) set forth in the
      Contingent Consideration Certificate shall be binding on the Stockholders,
      unless the Stockholders’ Representative presents to Parent within 20 days after
      receipt of such Contingent Consideration Certificate (the “Contingent
      Consideration Objection Deadline”)
      written notice of the disagreement specifying in reasonable detail the nature
      and extent of the disagreement and the Stockholders’ Representative’s
      calculation of the amount of Contingent Consideration (including a statement
      with each element of the Stockholders’ Representative’s calculation thereof (the
“Contingent
      Consideration Objection Certificate”)).
      Parent and the Stockholders’ Representative shall attempt in good faith during
      the 30 days immediately following Parent’s timely receipt of the Contingent
      Consideration Objection Certificate to resolve any disagreement with respect
      to
      such amount of Contingent Consideration (the “Contingent
      Consideration Dispute Resolution Period”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  If,
      at
      the end of the Contingent Consideration Dispute Resolution Period, Parent and
      the Stockholders’ Representative have not resolved all disagreements with
      respect to the calculation of the Contingent Consideration for the applicable
      Annual Contingent Consideration Period, Parent and the Stockholders’
Representative will refer the items of disagreement for determination to the
      Independent Accountant, and the parties will be reasonably available and work
      diligently to facilitate the Independent Accountant rendering a determination
      within the 20-day period immediately following the referral to the Independent
      Accountant. A determination by the Independent Accountant with respect to any
      item of disagreement submitted to it will be binding on Parent and the
      Stockholders. The Independent Accountant, Parent and Stockholders’
Representative will enter into such engagement letters as required by the
      Independent Accountant to perform the duties required under this Section (e).
      The fees and expenses of the Independent Accountant under this Section (e)
      shall
      be shared equally by Parent on the one hand and the Stockholders on the other,
      provided that, if the Independent Accountant determines that one party has
      adopted a position(s) that is frivolous or clearly without merit, the
      Independent Accountant may, in its discretion, assign a greater portion of
      such
      fees and expenses to such party. 

     

    (f)  If
      any
      amount of Contingent Consideration is payable under this Exhibit A, promptly
      following the expiration of the Contingent Consideration Objection Deadline,
      if
      no objection to the Contingent Consideration Certificate is made, or immediately
      upon final resolution of any dispute relating to the Contingent Consideration
      Certificate or Contingent Consideration pursuant to this Exhibit A (the
      applicable “Contingent
      Consideration Payment Date”),
      (i)
      the Escrow Agent shall distribute the Stock Contingent Consideration pursuant
      to
      the terms of the Escrow Agreement and Parent shall pay, within 5 Business Days
      thereafter, the Cash Contingent Consideration for the applicable Annual
      Contingent Consideration Period, less any amounts required to be reimbursed
      by
      the Stockholders under Section (e), to the Stockholders’ Representative on
      behalf of and for the account of the Stockholders.