AWAC APA


    

      EXECUTION
        COPY

       

      PURCHASE
        AGREEMENT dated
        as
        of July 6, 2007 by and among,
        Innovative Health Strategies, Inc. (f/k/a IHS of SC, Inc.),
        a South
        Carolina corporation ("IHS"),
        AWAC.MD, Inc., a South Carolina corporation ("AWAC"),
        iProcert, LLC, a Georgia limited liability company ("iProcert",
        and
        together with IHS and AWAC, the "Companies",
        and
        each individually, a "Company"),
        the
        shareholders and members of the Companies listed on Schedule I hereto
(the
        "Sellers",
        and
        each individually, a "Seller"),
        inVentiv
        Health, Inc., a Delaware corporation ("Parent"),
        and
        AWAC LLC,
        a
        Georgia limited liability company (“Purchaser”).
        The
        Companies, the Sellers, Parent and Purchaser are sometimes referred to herein
        collectively as the "Parties"
        and
        each individually as a "Party."

       

      WHEREAS,
        the
        Sellers own (i) all of the outstanding capital stock of IHS and AWAC and
        (ii)
        all of the membership interests of iProcert;

       

      WHEREAS,
        each
        Seller desires to sell to Purchaser, and Purchaser is willing to purchase
        from
        such Seller, such capital stock and membership interests of IHS and iProcert,
        respectively, subject to the terms and conditions of this
        Agreement;

       

      WHEREAS,
        AWAC owns certain assets used in the operation of the Business;

       

      WHEREAS,
        AWAC desires to sell to Purchaser all of its assets, including its assets
        used
        in the operation of the Business;

       

      WHEREAS,
        in order to induce the Sellers and AWAC to enter into this Agreement, Parent
        is
        executing a guaranty of Purchaser’s obligations hereunder simultaneously with
        the execution of this Agreement; 

       

      WHEREAS,
        in order to induce Purchaser and Parent to enter into this Agreement, Dr.
        John
        W. Richards, Jr. ("Dr.
        Richards")
        is
        entering into an employment agreement with IHS (the “Employment
        Agreement”)
        simultaneously with the execution of this Agreement; and

       

      WHEREAS,
        certain terms used in this Agreement are defined in Section 10.1.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants, representations and
        warranties made herein and other good and valuable consideration, the receipt
        and sufficiency of which hereby are acknowledged, the Parties agree as
        follows:

      


      ARTICLE
        I  

       

      


      PURCHASE
        AND SALE TRANSACTION

      


      Section
        1.1.  Purchase
        and Sale Transaction.
        

       

      (a)  Sale
        of Equity Securities.
        On and
        subject to the terms and conditions of this Agreement, at the closing of
        the
        transactions contemplated hereby (the “Closing”),
        each
        Seller will sell, assign, transfer and deliver to Purchaser, and Purchaser
        will
        purchase from such Seller, (i) the capital stock of IHS (the “Capital
        Stock”)
        and
        (ii) the membership interests in iProcert (the “Membership
        Interests”,
        and
        together with the Capital Stock, the “Equity
        Securities”),
        in
        each case, set forth opposite such Seller's name on Schedule I hereto and
        constituting all of the outstanding capital stock of IHS and all of the
        membership interests in iProcert owned by such Seller.

       

      (b)  Sale
        of AWAC Assets.
        On and
        subject to the terms and conditions of this Agreement, at the Closing, AWAC
        will
        sell, assign, transfer, convey, and deliver to Purchaser and Purchaser shall
        purchase and acquire from AWAC, all right, title, and interest of AWAC in
        and to
        all of its assets, properties and rights of whatever kind, tangible and
        intangible (including goodwill), whether accrued, contingent or otherwise,
        including, without limitation, all of its assets, properties and rights used
        in
        the operation of the Business but excluding AWAC's minute books, corporate
        seal
        and similar items (collectively, the “AWAC
        Assets”),
        free
        and clear from all Liens, other than Permitted Encumbrances, and Purchaser
        shall
        assume the AWAC Assumed Liabilities (as defined below in Section 1.10). At
        the
        Closing, the AWAC Assets shall be transferred or otherwise conveyed to Purchaser
        free and clear of all Liens, other than Permitted Encumbrances, pursuant
        to a
        Bill of Sale, Assignment and Assumption Agreement in the form of Exhibit
        A
        (the
“Bill
        of Sale”)

       

      (c)  Required
        Consents.
        Notwithstanding anything to the contrary in this Agreement, this Agreement
        shall
        not constitute an agreement to assign or transfer any AWAC Asset or interest
        therein as to which (i) an assignment or transfer thereof or an attempt to
        make
        such an assignment or transfer without a Consent (a “Required
        Consent”)
        would
        constitute a breach or violation thereof or of applicable Law, or would
        adversely affect the rights or obligations thereunder to be assigned or
        transferred to or for the account of Purchaser and (ii) all such Required
        Consents shall not have been obtained with respect to such AWAC Asset or
        interest therein prior to the Closing. Any transfer or assignment to Purchaser
        by AWAC of any such AWAC Asset or interest therein (a “Delayed
        Asset”),
        and
        any assumption by Purchaser of any corresponding Assumed AWAC Liability (a
        “Delayed
        Liability”),
        shall
        be made subject to all such Required Consents in respect of such Delayed
        Asset
        being obtained. If there are any Delayed Assets, AWAC shall use its reasonable
        best efforts to obtain all Required Consents in respect thereof as promptly
        as
        practicable following the Closing, and shall obtain such Required Consents
        without any further cost to Purchaser or any of its Affiliates. Until all
        Required Consents with respect to each Delayed Asset have been obtained,
        (a)
        AWAC shall hold the Delayed Asset on behalf of Purchaser, (b) AWAC shall
        cooperate with Purchaser for no additional consideration in any lawful
        arrangement (including subleasing or subcontracting, or performance thereunder
        by AWAC as Purchaser’s agent) to provide Purchaser with all of the benefits of
        or under any such Delayed Asset, (c) to the extent of any benefits received
        by
        or for the account of Purchaser under clause (b) above, Purchaser shall assume
        and perform any corresponding Delayed Liabilities and (d) AWAC shall otherwise
        enforce and perform for the account of Purchaser and as directed by Purchaser
        any other rights of AWAC arising from such Delayed Asset. At such time and
        on
        each occasion after the Closing Date as all Required Consents with respect
        to a
        Delayed Asset have been obtained, such Delayed Asset shall automatically
        be
        transferred and assigned by AWAC to Purchaser for no additional consideration
        without the need for any further act on the part of any Party. 

       

      Section
        1.2.  Purchase
        Price; Allocation.
        

       

      (a)  On
        the
        Closing Date (as defined below): (i) the Net Closing Amount shall be paid
        by
        electronic funds transfer to an account specified in writing by the
        Representative to Purchaser no later than three business days prior to the
        Closing for allocation among the Sellers, AWAC and the participants in the
        Phantom Equity Plan in accordance with Schedule I to this Agreement and Schedule
        I to the Phantom Equity Plan, (ii) Purchaser shall cause to be delivered
        to the
        transfer agent (the "Transfer
        Agent")
        for
        the common stock, par value $0.001 per share, of Parent (“Parent
        Common Stock”)
        irrevocable instructions to issue in the names of Sellers, AWAC and the
        participants in the Phantom Equity Plan (allocated in accordance with Schedule
        I
        to this Agreement and Schedule I to the Phantom Equity Plan, as set forth
        in
        written instructions from the Representative to Purchaser) a number of
        unregistered shares of Parent Common Stock equal to the quotient of (x)
        [***] divided
        by (y) the Fair Market Value of one share of Parent Common Stock as of the
        Closing Date (the
        “Initial
        Shares”),
        (iii)
        Purchaser shall deliver [***] (the "Escrowed
        Cash")
        to The
        Bank of New York, as escrow agent (the "Escrow
        Agent"),
        and
        shall cause the Transfer Agent to deliver the Initial Shares to the Escrow
        Agent, pursuant to an escrow agreement (the "Escrow
        Agreement"),
        in
        substantially the form annexed hereto as Exhibit
        B.
        The
        Escrowed Cash and the Initial Shares shall be held in escrow until the
        [***] anniversary of
        the
        Closing Date as more fully set forth in the Escrow Agreement. The consideration
        specified in the second preceding sentence (as the same may be adjusted in
        accordance with Section 1.4) and the amounts payable or distributable to
        Sellers, AWAC and the participants in the Phantom Equity Plan pursuant to
        Section 1.5 is referred to as the "Purchase
        Consideration"
        and the
        aggregate amount of the Purchase Consideration is referred to herein as the
        "Purchase
        Price".
        Except
        as set forth in the Phantom Equity Plan, neither any Seller nor AWAC shall
        pay
        or transfer any portion of the Purchase Price or any rights therein to any
        Person who provides services to the Business at the time of or at any time
        following the Closing. Consideration provided pursuant to the Phantom Equity
        Plan is fully vested as of the date hereof. Such consideration is not in
        lieu
        of, and shall not reduce, any compensation to which the participants are
        entitled in respect of services and shall be made at the times provided for
        in
        the Phantom Equity Plan irrespective of whether such beneficiaries continue
        to
        render services to the any of the parties hereto or their
        affiliates.

       

      (b)  
        On the
        Closing Date, IHS shall have adopted the Closing Date Bonus Plan and shall
        make
        the Closing Date payments provided for under such plan. Payments pursuant
        to the
        Closing Date Bonus Plan are fully vested as of the date hereof in respect
        of
        pre-Closing services provided by the beneficiaries of the Closing Date Bonus
        Plan. Such payments are not in lieu of any other compensation to which the
        beneficiaries are entitled in respect of services and shall be made at the
        times
        provided for in the Closing Date Bonus Plan irrespective of whether such
        beneficiaries continue to render services to the any of the parties hereto
        or
        their affiliates. Neither any Seller nor AWAC shall provide any consideration
        to
        any Person who provides services to the Business at the time of or at any
        time
        following the Closing in respect of services related, directly or indirectly,
        to
        the Business.

       

      (c)  Three
        (3)
        business days prior to the Closing Date, the Representative shall prepare
        and
        deliver to Purchaser (i) a good faith estimated unaudited balance sheet of
        the
        Companies as of the Closing Date determined in accordance with GAAP and (ii)
        a
        statement setting forth (A) Estimated Closing Working Capital Amount, (B)
        the
        estimated Indebtedness as of the Closing Date (“Estimated
        Indebedness”)
        and
        (C) a schedule (the “Closing
        Transaction Expense Schedule”)
        setting forth a good faith, itemized estimate (“Estimated
        Transaction Expenses”)
        of all
        Transaction Expenses.

       

      (d)  
        The
        portion of the Purchase Price allocable to each of AWAC and iProcert shall
        be
        allocated among the AWAC Assets and the assets of iProcert, respectively, in the
        manner required by Section 1060 of the Code and regulations thereunder.
        Purchaser shall deliver to Seller an initial draft of such allocation (the
        "Purchase
        Price Allocation"),
        and
        an allocation of the Purchase Price among the Companies (the "Entity
        Allocation"),
        within seventy five (75) days after the Closing. Purchaser and Seller shall
        work
        together in good faith and shall agree on final allocations within sixty
        (60)
        days after delivery of the initial draft by Purchaser. The portion of the
        Purchase Price, if any, allocated to one or more covenants set forth in a
        Transaction Document shall not be offered by any Party as evidence, or otherwise
        taken into account, in connection with a determination of the damages arising
        from a breach of any such covenant. Purchaser, on the one hand, and Sellers
        or
        AWAC, as applicable, on the other, shall file on a timely basis with the
        IRS
        substantially identical initial and supplemental IRS Forms 8594 consistent
        with
        such allocations and which gives effect to any adjustment of the Purchase
        Price
        determined in accordance with Section 1.4 hereof or any amounts payable or
        distributable to Sellers pursuant to Section 1.5 below. Purchaser, on the
        one
        hand, and Sellers and AWAC, on the other, agree, for all Tax purposes, to
        report
        the transactions effected pursuant to the Transaction Documents in a manner
        consistent with the terms of this Agreement (including the Entity Allocation
        and
        Purchase Price Allocation agreed upon by Purchaser, Sellers and AWAC pursuant
        to
        this Section 1.2(c)) and none of them shall take a position on any Tax return,
        before any Tax authority or in any judicial proceeding that is, in any manner,
        inconsistent with such allocation without the consent of the others or unless
        specifically required pursuant to a determination by an applicable Tax
        authority. The Parties shall promptly advise one another of the existence
        of any
        Tax audit, controversy or litigation related to any allocation
        hereunder.

       

      Section
        1.3.  Closing
        Date.
        Subject
        to the satisfaction of the conditions set forth in this Section 1.3 and Sections
        6.1 and 6.2 (or the waiver thereof by the Party entitled to waive such
        conditions), the Closing shall take place at the offices of Akerman Senterfitt
        LLP, 335 Madison Avenue, Suite 2600, New York, New York 10017. The Closing
        shall
        be effective as of 12:01 a.m. on July 1, 2007 (the “Closing
        Date”).
        On
        July 6, 2007, as part of the Closing, (i) each Seller will deliver to Purchaser
        such evidence of ownership of the Equity Securities by such Seller, as is
        reasonably satisfactory to Purchaser accompanied by a duly executed stock
        power
        or assignment, as applicable, assigning such Equity Securities to Purchaser
        and
        otherwise in good form for transfer, (ii) Purchaser shall deliver the Purchase
        Consideration in accordance with Section 1.2 and (iii) the Parties shall
        make
        the deliveries described in Article VI. Purchaser shall not be required to
        purchase any Equity Securities or the AWAC Assets unless all Equity Securities
        and the AWAC Assets are properly tendered in accordance with the terms of
        this
        Agreement.

       

      Section
        1.4.  Purchase
        Price Adjustment.
        The
        Purchase Price shall be subject to adjustment after the Closing Date as follows:
        

       

      (a)  Within
        60
        days after the Closing Date, Purchaser shall prepare and deliver to the
        Representative a statement (the “Closing
        Statement”)
        (i)
        setting forth the amount of Indebtedness as of the Closing Date (“Closing
        Indebtedness”)
        and
        the amount of Transaction Expenses as determined by Purchaser (“Closing
        Transaction Expenses”)
        and
        (ii) calculating the Working Capital (as defined below) of the Business,
        in the
        aggregate, as of the Closing Date (the “Closing
        Working Capital Amount”).
        For
        purposes of this Agreement, “Working
        Capital”
shall
        mean the current assets of the Companies as of the Closing Date (including
        accounts receivable (net of allowance for doubtful accounts and restricted
        cash)
        and work in process), exclusive of deferred tax assets, less (x) the current
        liabilities of the Companies as of the Closing Date (including all GAAP
        accruals, whether or not traditionally reflected on the Companies' balance
        sheet
        as a current liability), (y) the total of all amounts payable under the Closing
        Date Bonus Plan and (z) all other Liabilities of the Companies as of the
        Closing
        Date, but excluding the Indebtedness (including the current portion thereof)
        and
        all other Excluded Liabilities (except to the extent IHS or iProcert is liable
        therefor), and shall be calculated in accordance with GAAP and the accounting
        policies and procedures employed in the preparation of Parent's publicly
        filed
        financial statements. Purchaser shall provide the Representative, and a single
        accounting firm for the Representative, reasonable access to all (i) work
        papers
        and written procedures used to prepare the Closing Statement and (ii) Books
        and
        Records and personnel to the extent reasonably necessary to enable the
        Representative and such accounting firm to conduct a sufficient review of
        the
        Closing Statement and verify the statements and calculations reflected thereon.
        If the Representative disputes any amount as shown on the Closing Statement,
        the
        Representative shall deliver to the Purchaser within 30 days after receipt
        of
        the Closing Statement a statement (the “Dispute
        Notice”)
        setting forth the Representative's calculation of such amount and describing
        in
        reasonable detail the basis for the determination of such different amount.
        The
        parties shall use reasonable efforts to resolve such differences within a
        period
        of 30 days after the Representative has given the Dispute Notice. If the
        parties
        resolve such differences, the Closing Statement agreed to by the parties
        shall
        be deemed to be the “Final
        Closing Statement.”

       

      (b)  If
        Purchaser and the Representative do not reach a final resolution on the Closing
        Statement within 30 days after the Representative has given the Dispute Notice,
        unless Purchaser and the Representative mutually agree to continue their
        efforts
        to resolve such differences, the Neutral Accountant shall resolve such
        differences, pursuant to an engagement agreement among the Purchaser, the
        Representative and the Neutral Accountant (which Purchaser and the
        Representative agree to execute promptly), in the manner provided below.
        Purchaser and the Representative shall each be entitled to make a presentation
        to the Neutral Accountant, pursuant to procedures to be agreed to among
        Purchaser, the Representative and the Neutral Accountant (or, if they cannot
        agree on such procedures, pursuant to procedures determined by the Neutral
        Accountant), regarding such party’s determination of the amounts to be set forth
        on the Closing Statement; and the Neutral Accountant shall be required to
        resolve the differences between Purchaser and the Representative and determine
        the amounts to be set forth on the Closing Statement within 20 days after
        the
        engagement of the Neutral Accountant. The Closing Statement determined by
        the
        Neutral Accountant shall be deemed to be the Final Closing Statement. Such
        determination by the Neutral Accountant shall be conclusive and binding upon
        the
        parties, absent fraud or manifest error. Nothing in this Section 1.4(b) shall
        be
        construed to authorize or permit the Neutral Accountant to:

       

      (i)  determine
        any questions or matters whatsoever under or in connection with this Agreement
        except for the resolution of differences between Purchaser and the
        Representative regarding the determination of the Final Closing Statement;
        or

       

      (ii)  resolve
        any such differences by making an adjustment to the Closing Statement that
        is
        outside of the range defined by amounts as finally proposed by the Purchaser
        and
        the Representative.

       

      Purchaser,
        on the one hand, and the Representative, on behalf of Sellers and AWAC, shall
        each pay one half of the fees and expenses of the Neutral
        Accountant.

      


      (c)  
        (i)
        (A) If
        the
        Net Adjustment Amount is positive, Purchaser shall promptly, but no later
        than
        five business days after the final determination of the Net Adjustment Amount,
        pay the Net Adjustment Amount to the Representative for distribution to the
        Sellers, AWAC and the participants in the Phantom Equity Plan in accordance
        with
        Schedule I to this Agreement and Schedule I to the Phantom Equity Plan and
        (B) if the Net Adjustment Amount is negative, the Representative (on behalf
        of the Sellers, AWAC and the participants in the Phantom Equity Plan) shall
        promptly, but no later than five business days after such final determination,
        pay the Net Adjustment Amount to Purchaser.

       

      Section
        1.5.  Earnout
        Payments. 

       

      (a)
        [***]
        Sellers and AWAC shall be entitled to additional consideration from Purchaser
        (any such additional consideration an “Earnout
        Amount”)
        determined as follows:

      


      (i)
         [***]

       

      (ii)
        [***]

       

      [***]
        shall be delivered to the Representative for allocation among and delivery
        to
        the Sellers, AWAC and the participants in the Phantom Equity Plan in accordance
        with Schedule I to this Agreement and Schedule I to the Phantom Equity Plan.
        At
        Purchaser’s option, up to [***]
        may
        be satisfied by the issuance to Sellers, AWAC and the participants in the
        Phantom Equity Plan of unregistered shares of Parent Common Stock (allocated
        in
        accordance with Schedule I to this Agreement and Schedule I to the Phantom
        Equity Plan, which allocation shall be set forth in written instructions
        from
        the Representative to Purchaser) having an aggregate Fair Market Value equal
        to
        such portion of such Earnout Amount. For purposes of the preceding sentence,
        Fair Market Value will be determined as of the [***] Final Earnout Amount
        Determination Date. The shares of Parent Common Stock issued in satisfaction
        of
        any portion of an Earnout Amount are referred to as “Earnout
        Shares”
and,
        together with the Initial Shares, as the “Parent
        Shares”.
        In no
        event will any Parent Shares be issued hereunder if the issuance of such
        Parent
        Shares would cause (A) the sum of (1) the total number of Parent Shares issued
        pursuant to this Agreement, (2) the number of shares of Parent Common Stock,
        if
        any, owned by Sellers, AWAC and the participants in the Phantom Equity Plan
        immediately prior to the Closing and (3) the shares of Parent Common Stock,
        if
        any, issued to Sellers, AWAC and the participants in the Phantom Equity Plan
        pursuant to employment-related incentive grants to exceed 19.9% of the number
        of
        shares of Parent Common Stock outstanding immediately prior to the Closing
        or
        (B) the voting power of the securities described in the preceding clauses
        (A)(1)
        through (3) to exceed 19.9% of the voting power of the voting securities
        of
        Parent outstanding immediately prior to the Closing. [***] Sellers and AWAC
        acknowledge and agree that neither Purchaser nor any other Person makes any
        guarantee or representation to Sellers nor to AWAC that any Earnout Amount
        will
        be realized. Any Earnout Amount that is paid in cash or Earnout Shares to
        Sellers or AWAC or their designees shall be treated as a component of the
        Purchase Price.

      


      (b)
        Purchaser shall at its expense deliver to Representative within 90 days after
        the completion of:

       

      [***]

       

      [***]
        

       

      (c)
        Purchaser shall provide Representative and the accounting firm selected by
        Representative on behalf of the Sellers and AWAC with reasonable access to
        all
        books and records and working papers to the extent reasonably necessary to
        enable Representative and such accounting firm to verify such calculations
        after
        the delivery thereof. 

       

      (d)  Such
        calculations shall be binding on the parties to this Agreement unless
        Representative, within 30 days after the delivery of the calculations by
        Purchaser to Representative, notifies Purchaser in writing that it objects
        to
        any item or computation in connection with the calculations and specify in
        reasonable detail the basis for such objection. If Representative delivers
        such
        a notice and Representative and Purchaser are unable to agree upon the
        calculations within 20 days after any notice of objection has been given
        by
        Representative to Purchaser, then at the election of either Purchaser or
        Representative, the dispute shall be submitted to the Neutral Accountant
        for a
        final determination in accordance with the procedures set forth in Section
        1.4(b), which determination shall be final and binding upon the parties,
        absent
        fraud or manifest error. Sellers and AWAC on the one hand and Purchaser on
        the
        other hand shall each bear one-half of the fees, costs and expenses of the
        Neutral Accountant in the event such an election is made. 

       

      (e)  For
        purposes of this Agreement:

       

      (i)
         the
        “Average
        EBIT”
shall
        equal [***]

       

      [***]

       

      (iii)
         the
        "Final
        Average EBIT Amount"
        shall
        mean the
        Initial Average EBIT Amount, or such other amount as shall have been agreed
        to
        by Purchaser and Representative following a timely notice of objection as
        contemplated under this Section 1.5(e), or such other amount as determined
        by
        the Neutral Accountant; and

       

      [***]

       

      (f)  
        [***]
        the portion of an Earnout Amount that is satisfied by the issuance of shares
        of
        Parent Common Stock shall be delivered to Sellers, AWAC and the participants
        in
        the Phantom Equity Plan promptly after irrevocable instructions are given
        by
        Parent to its transfer agent to issue shares of Parent Common Stock to Sellers,
        AWAC and the participants in the Phantom Equity Plan in accordance with Schedule
        I to this Agreement and Schedule I to the Phantom Equity Plan and (y) Parent
        shall not be required to give such instructions until the third business
        day
        after Representative has notified Purchaser in writing of the address to
        which
        such shares of Parent Common Stock are to be delivered.

       

      (g)  [***] (the
        “Earnout
        Period”),
        the
        Business shall be conducted as a going concern and in accordance with applicable
        Law and the operating standards set forth on Exhibit
        C
        hereto.


       

      (h)  In
        the
        event of a merger, consolidation or other transaction prior to the Final
        Earnout
        Amount Determination Date (a “Conversion
        Transaction”)
        as a
        result of which substantially all of the outstanding shares of Parent Common
        Stock are converted into the right to receive, in whole or in part, equity
        securities, if such equity securities are traded on the New York Stock Exchange,
        the American Stock Exchange, The Nasdaq Stock Market or another securities
        exchange or interdealer quotation system reasonably acceptable to the
        Representative (“Listed
        Equity Securities”),
        (i)
        any issued Parent Shares, including shares held pursuant to the Escrow
        Agreement, shall be eligible to participate in any Conversion Transaction
        on the
        same basis as other outstanding shares of Parent Common Stock and (ii) any
        portion of the Earnout Amount that would otherwise be permitted to be satisfied
        through the issuance of Parent Common Stock shall thereafter be permitted
        to be
        satisfied through the issuance of such Listed Equity Securities. For such
        purpose, such Listed Equity Securities shall be valued at their aggregate
        Fair
        Market Value as of the Final Earnout Amount Determination Date.
        [***]

       

      (i)  [***]
        

       

      Section
        1.6.  Lock-Up
        Agreement.
        During
        the applicable Restricted Period neither the Representative, the Sellers,
        AWAC
        nor and the participants in the Phantom Equity Plan shall sell, pledge, hedge
        or
        otherwise dispose of any economic interest in any of the Parent Shares
        (including by entering into any covered or uncovered short transaction) except
        pursuant to and in accordance with the terms of a Conversion Transaction,
        in
        which event the restrictions contained in this Section 1.6 shall apply to
        any
        Listed Equity Securities issued in exchange for Parent Shares. “Restricted
        Period”
means
        (i) with respect to the Initial Shares, the period ending on the first
        anniversary of the Closing Date and (ii) with respect to the Earnout Shares,
        if
        any, the period ending on the first anniversary of the [***] Final Earnout
        Amount Determination Date.

       

      Section
        1.7.   Transferability;
        Resale Registration; Registration Procedures; Rule 144; Legending of Parent
        Shares

       

      (a)
         (i)
        The
        Sellers and AWAC acknowledge that the Parent Shares are being acquired pursuant
        to an exemption from registration under the Securities Act of 1933, as amended
        (the “Securities
        Act”)
        and
        that the Parent Shares may be transferred only pursuant to an effective
        registration statement or an exemption from registration under the Securities
        Act. Each Seller and AWAC represents that it is familiar with Rule 144 under
        the
        Securities Act. Neither any Seller nor AWAC shall be permitted to transfer
        any
        Parent Shares in the absence of an effective registration statement unless
        such
        Seller or AWAC, as the case may be, if reasonably requested by Parent, has
        furnished an opinion of counsel reasonably satisfactory to Parent that such
        disposition does not require registration of such Parent Shares under the
        Securities Act. Parent shall use its commercially reasonable efforts to cause
        opinions required by the Transfer Agent in connection with the transfer of
        Parent Shares by any Seller or AWAC to be provided to the Transfer Agent
        by
        counsel for Parent so long as such Seller or AWAC, as the case may be, and
        the
        broker involved in the transfer has furnished any certification reasonably
        requested by such counsel, and neither any Seller nor AWAC shall be required
        to
        provide a duplicative opinion.

      


      (ii)
        [***]

      


      (iii)
        In
        connection with the obligations of Parent with respect to a Resale Document,
        Parent shall:

       

      (A)
        prepare and file with the SEC, as specified in this Agreement, a Resale Document
        that complies as to form in all material respects with the requirements of
        the
        SEC and includes all financial statements required by the SEC to be filed
        therewith;

       

      (B)
        prepare and file with the SEC such amendments and post-effective amendments
        to
        the Resale Registration
        Statement as
        may be
        necessary to keep the Resale Registration
        Statement effective
        for the Applicable Period, respond as promptly as practicable to any comments
        received from the SEC with respect to the Resale Document or any amendment
        thereto, and
        comply with the provisions of the Securities Act with respect to the disposition
        of all Parent Shares covered by the Resale Document in accordance with the
        sellers’ intended method of disposition set forth in the Resale
        Document;

      


      (C)
        furnish to the Sellers and AWAC, without charge, such
        number of copies of the Resale Document, and any amendments thereto, as such
        persons reasonably may request in order to facilitate the public sale or
        other
        disposition of the Parent Shares and Parent consents to such use;

       

      (D)
        use
        commercially reasonable efforts to register
        or qualify the Parent Shares covered by the Resale Document under the securities
        or blue sky laws of such jurisdictions as the Sellers and AWAC may request
        to
        keep such registration or qualification effective during the Applicable Period,
        provided,
        however,
        that
        Parent shall not for any such purpose be required to qualify generally to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;

       

      (E)
        notify the Sellers and AWAC promptly (i) when a Resale Registration
        Statement has
        become effective and when any post-effective amendments thereto become
        effective, (ii) of the issuance by the SEC or any state securities authority
        of
        any stop order suspending the effectiveness of a Resale Registration
        Statement or
        the
        initiation of any proceedings for that purpose, (iii) of the happening of
        any
        event during the period a Resale Registration
        Statement is
        effective as a result of which the Resale Document contains any untrue statement
        of a material fact or omits to state any material fact required to be stated
        therein or necessary to make the statements therein not misleading, and (iv)
        upon the occurrence of any such event, use commercially reasonable efforts
        to
        prepare promptly a supplement or post-effective amendment to the Resale
Registration
        Statement or
        the
        prospectus or any document incorporated therein by reference or file any
        other
        required document so that, as thereafter delivered to the purchasers of the
        Parent Shares, such prospectus 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 therein, in the light of the circumstances
        under which they were made, not misleading;

      


      (F)
        use
        its commercially reasonable efforts to obtain
        the withdrawal of any order suspending the effectiveness of a Resale
        Registration Statement or any part thereof as promptly as possible;

       

      (G)
        use
        commercially reasonable efforts to list all Parent Shares on each securities
        exchange or quotation system on which the Parent Common Stock is then listed;
        and

      


      (H)
        pay,
        or cause to be paid, the expenses of the registration, provided that Parent
        shall not be required to pay any counsel or other advisory fees or expenses,
        or
        any underwriting discounts or commissions, incurred by Sellers or
        AWAC.

      


      (iv)
        Parent covenants that, so long as it is subject to the reporting requirements
        of
        the Securities Exchange Act of 1934 (the “Exchange
        Act”),
        it
        will timely file reports required to be filed by it under the Exchange Act
        so as
        to enable the Sellers and AWAC to sell such Parent Shares pursuant to Rule
        144
        under the Securities Act. Parent further covenants that so long as the Sellers
        or AWAC own any of such Parent Shares, Parent shall upon request furnish
        a
        written statement that it has complied with the reporting requirements of
        the
        Exchange Act and such other reports and documents so filed by Parent as may
        be
        reasonably requested by the Sellers or AWAC in availing themselves of any
        rule
        or regulation permitting the selling of such Parent Shares without registration.
        In connection with any sale, transfer or other disposition by the Sellers
        or
        AWAC of any Parent Shares pursuant to the Resale Document or Rule 144 under
        the
        Securities Act, the Company shall cooperate with the Sellers and AWAC to
        facilitate the timely preparation and delivery of certificates representing
        Parent Shares to be sold and not bearing any legend, and enable certificates
        for
        such Parent Shares to be for such number of shares as the Sellers and AWAC
        may
        reasonably request at least two (2) business days prior to any sale of such
        Parent Shares.

      


      (b)
        It is
        understood that the certificates evidencing the Parent Shares may bear a
        legend
        to the following effect:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,
        HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT WITH RESPECT THERETO OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF SUCH ACT.

       

      The
        certificates evidencing the Parent Shares may also bear any legends required
        by
        applicable blue sky laws.

      


      (c)
        (i)
        Parent may, at its option, but without any obligation to do so, include in
        any
        non-underwritten registration of shares of Parent Common Stock any or all
        Parent
        Shares issued or to be issued for the account of the Sellers and AWAC hereunder.
        The inclusion of any Parent Shares that are subject to the restrictions set
        forth in Section 1.6 in a registration statement filed by Parent, or a
        prospectus supplement or amendment thereto, shall not affect the operation
        of
        Section 1.6 except as otherwise agreed by Parent in its sole discretion.
        For so
        long as any Parent Shares are included in an effective registration statement
        and during the period when Sellers and AWAC can make sales under such
        registration statement, the Sellers and AWAC agree not to dispose of such
        Parent
        Shares in a transaction that would require the filing of a Form 144. Any
        Parent
        Shares not included in an effective registration statement or, during the
        period
        when Sellers and AWAC cannot make sales under such registration statement,
        are
        so included may, subject to Section 1.6, be disposed of in a transaction
        under
        Rule 144 provided that the requirements of the rule are met and the applicable
        seller is not in possession of material, nonpublic information.

      


      (ii)
        (A)
        Parent will indemnify and hold harmless, to the fullest extent permitted
        by law,
        the Sellers and AWAC, their officers, directors and agents, affiliates,
        advisors, brokers and employees, each person who controls any Seller or AWAC
        (within the meaning of Section 15 of the Securities Act or Section 20 of
        the
        Exchange Act) and the officers, directors, agents, affiliates, advisors,
        brokers
        and employees of any such controlling person, from and against all losses,
        claims, damages or liabilities, as incurred, arising out of or based upon
        any
        untrue or alleged untrue statement of a material fact contained in a Resale
        Document arising out of or based upon any omission or alleged omission to
        state
        therein a material fact required to be stated therein or necessary to make
        the
        statements therein not misleading, or arising out of any violation by Parent
        of
        any rule or regulation promulgated under the Securities Act applicable to
        Parent
        and relating to any action or inaction required by Parent in connection with
        any
        such registration, except to the extent the same are based upon information
        with
        respect to any Seller or AWAC furnished in writing to Parent by such Seller
        or
        AWAC expressly for use therein; and Parent will reimburse each such Person
        for
        any legal or other expenses reasonably incurred in connection with investigating
        any such claim that is asserted or overtly threatened; provided,
        however,
        that
        Parent will not be liable to such Seller or AWAC to the extent that any such
        losses, claims, damages or liabilities arise out of or are based upon an
        untrue
        statement or alleged untrue statement or omission or alleged omission made
        in
        any preliminary prospectus contained in a Resale Registration Statement if
        either (x)(i) such Seller or AWAC failed to send or deliver a copy of the
        applicable prospectus and prospectus supplement, if any, with or prior to
        the
        delivery of written confirmation of the sale by such Seller or AWAC of a
        Parent
        Share to the person asserting the claim from which such losses, claims, damages
        or liabilities arise and (ii) the prospectus would have corrected such untrue
        statement or alleged untrue statement or such omission or alleged omission
        or
        (y) such untrue statement or alleged untrue statement or such omission or
        alleged omission is corrected in an amendment or supplement to the prospectus
        previously furnished by or on behalf of Parent with copies of the prospectus
        as
        so amended or supplemented delivered by Parent, and such Seller or AWAC
        thereafter fails to deliver such prospectus as so amended or supplemented
        prior
        to or concurrently with the sale of a Parent Share to the person asserting
        the
        claim from which such losses, claims, damages or liabilities arise; provided,
        further,
        however,
        that
        the indemnity agreement contained in this Section 1.7(c)(ii)(A) will not
        apply
        to amounts paid in settlement of any such losses, claims, damages or liabilities
        if such settlement is effected without the consent of Parent (which consent
        will
        not be unreasonably withheld). The rights of the Sellers and AWAC hereunder
        will
        not be exclusive of the rights of the Sellers and AWAC under any other agreement
        or instrument.

      


      (B)
        Each
        Seller and AWAC will indemnify and hold harmless, to the fullest extent
        permitted by law, Parent and its Affiliates (including, from and after the
        Closing, the Companies (other than AWAC)), the officers, directors and agents,
        affiliates, advisors, brokers and employees of each such Person, each
        underwriter of securities covered by a Resale Document, each person who controls
        any such Person (within the meaning of Section 15 of the Securities Act or
        Section 20 of the Exchange Act), and the officers, directors, agents,
        affiliates, advisors, brokers and employees of any such underwriter or
        controlling person, from and against all losses, claims, damages or liabilities,
        as incurred, arising out of or based upon any untrue or alleged untrue statement
        of a material fact contained in a Resale Document, or arising out of or based
        upon any omission or alleged omission to state therein a material fact required
        to be stated therein or necessary to make the statements therein not misleading,
        but only to the extent the same are contained in information with respect
        to
        such holder furnished in writing to Parent by such Seller or AWAC, as
        applicable, expressly for use therein; and each Seller and AWAC will reimburse
        each such Person for any legal or other expenses reasonably incurred in
        connection with investigating any such claim that is asserted or overtly
        threatened; provided,
        however,
        that
        the indemnity agreement contained in this Section 1.7(c)(ii)(B) will not
        apply
        to amounts paid in settlement of any such losses, claims, damages or liabilities
        if such settlement is effected without the consent of such Seller or AWAC,
        as
        applicable (which consent will not be unreasonably withheld). The rights
        of
        Parent and its Affiliates hereunder will not be exclusive of the rights of
        Parent and its Affiliates under any other agreement or instrument. In no
        event
        will the liability of any Seller or AWAC hereunder be greater in amount than
        the
        dollar amount of proceeds (net of payment of all expenses and underwriters'
        discounts and commissions) received by such Seller or AWAC, as applicable,
        upon
        the sale of the Parent Shares giving rise to such indemnification
        obligation.

      


      (d) Upon
        the
        execution of an undertaking by each participant in the Phantom Equity Plan
        to
        comply with the obligations and agreements of each Seller and AWAC pursuant
        to
        this Section 1.7, such participant shall be entitled to the benefits of the
        covenants granted to the Sellers and AWAC pursuant to this Section
        1.7.

      


      Section
        1.8.  Authority
        of Representative.
        Each
        Seller and AWAC hereunder irrevocably appoints the Representative to represent
        it and act as its attorney-in-fact and agent with respect to any and all
        matters
        relating to, arising out of, or in connection with, the Transaction Documents,
        including for purposes of (i) any action taken or omitted on behalf of such
        Seller or AWAC thereunder, (ii) any adjustment, disposition, settlement or
        other
        handling of any amounts or claims under Sections
        1.4 and 1.5
        and all
        rights or obligations arising under Article VIII, (iii) effecting service
        of
        process and (iv) effecting any waiver or amendment of a Transaction Document.
        Except to the extent otherwise explicitly set forth herein or in any other
        Transaction Documents, all actions, omissions, notices, communications and
        determinations by or on behalf of a Seller or on behalf of AWAC shall be
        given
        or made by the Representative and all such actions, omissions, notices,
        communications and determinations by the Representative pursuant or with
        respect
        to any provision of a Transaction Document shall conclusively be deemed to
        have
        been authorized by, and shall be binding upon and made on behalf of such
        Seller
        or AWAC. Parent and Purchaser shall be entitled to rely on any action or
        decision of Representative as the act, omission, notice, communication or
        determination of each Seller and AWAC. The Sellers and AWAC hereby agree
        to
        jointly and severally indemnify and hold harmless the Representative from
        and
        against (i) any Losses incurred without gross negligence or willful misconduct
        on the part of the Representative and arising out of or in connection with
        the
        acceptance, performance or nonperformance of his duties hereunder and (ii)
        any
        related out-of-pocket costs and expenses (including reasonable attorneys'
        fees).
        If the person serving as the Representative dies or becomes legally disabled,
        an
        individual selected by a majority-in-interest of the rights to allocations
        of
        consideration pursuant to Schedule I will be elected as the successor
        Representative. The Representative shall have sole responsibility for allocating
        the Purchase Consideration among Sellers, AWAC and the participants in the
        Phantom Equity Plan and neither Parent, Purchaser nor any of their affiliates
        (including, following the Closing, IHS and iProcert) shall have any obligation
        or liability therefore whatsoever. Notwithstanding the preceding sentence,
        IHS
        shall be responsible for reporting payments of cash and stock to the
        participants in the Phantom Equity Plan as compensation for tax purposes
        and
        shall comply with applicable income and payroll tax withholding obligations
        in
        respect of such compensation income. 

       

      Section
        1.9.  Assumption
        of Assumed AWAC Liabilities.
        Subject
        to the terms and conditions set forth herein, at the Closing, Purchaser shall
        assume and agree to pay and discharge when due solely the following liabilities
        and obligations of AWAC (collectively, the “Assumed
        AWAC Liabilities”)
        (i)
        liabilities and obligations of AWAC under Contracts included in the AWAC
        Assets
        that, by the terms of such Contracts, arise after the Closing (other than
        by
        virtue of a default or violation of any Contract occurring prior to the
        Closing), relate to periods following the Closing and are to be observed,
        paid,
        discharged, or performed as the case may be, at any time after the Closing,
        and
        (ii) the ordinary course operating liabilities of AWAC's business. Purchaser
        shall not be responsible for any Liabilities, obligations or commitments
        of
        AWAC, including any Tax Liabilities (whether or not incurred in the ordinary
        course of business) that are not specifically set forth in the immediately
        preceding sentence (collectively, the “Excluded
        Liabilities”).

       

      Section
        1.10.  Cain
        Brothers Payments.
        The
        Companies and Cain Brothers & Company, LLC (“Cain
        Brothers”)
        are
        parties to that certain engagement letter dated as of November 9, 2006 (the
        “Engagement
        Letter”),
        pursuant to which the Companies are obligated to pay certain commissions
        and
        fees to Cain Brothers (“Cain
        Fees”)
        in the
        event the transactions contemplated by this Agreement are consummated. Such
        Cain
        Fees are payable upon (i) payment of the Net Closing Amount to Sellers and
        AWAC,
        and (ii) payment of any Earnout Amounts to the Sellers and AWAC. Prior to
        the
        date hereof, Cain Brothers, the Companies and the Sellers have entered into
        an
        agreement pursuant to which Cain Brothers has (a) agreed that all Cain Fees
        shall be payable by Sellers and AWAC and not IHS or iProcert and (b) waived
        any
        and all claims against IHS, iProcert and Purchaser in connection with the
        Engagement Letter and the transactions contemplated hereby.

       

      ARTICLE
        II   

       

      


       

      REPRESENTATIONS
        AND WARRANTIES REGARDING THE SELLERS

       

      Each
        Seller (other than with respect to Section 2.5(b)) and AWAC (with respect
        to
        Section 2.5(b)) represents and warrants to Purchaser that the following
        statements are correct and complete as of the date hereof and as of the Closing
        Date.

       

      Section
        2.1.  Authorization
        of Transactions.
        Such
        Seller (or, if a minor, the Representative on such Seller’s behalf) has full
        power and authority to execute and deliver this Agreement and the other
        Transaction Documents and to perform such Seller's obligations hereunder
        and
        thereunder. This Agreement and each other Transaction Document constitutes
        the
        valid and legally binding obligation of such Seller, enforceable in accordance
        with its terms and conditions. 

       

      Section
        2.2.  Conflicts;
        Consents of Third Parties.
        The
        execution and delivery by such Seller of this Agreement and the other
        Transaction Documents to which such Seller is a party, the consummation of
        the transactions contemplated hereby or thereby, and compliance by such
        Seller with the provisions hereof or thereof will not (i) conflict with,
        violate, result in the breach or termination of, or constitute a default
        under
        any Contract to which such Seller is a party or by which such Seller
        or such Seller's properties or assets is bound, or require a Consent from
        any Person in order to avoid any such conflict, violation, breach, termination
        or default; (ii) violate any Law or any Order by which such Seller is bound;
        (iii) result in the creation of any Lien upon the properties or assets of
        such Seller; or (iv) if such Seller is other than an individual, conflict
        with,
        or result in the breach of, any provision of the certificate of
        incorporation or bylaws or comparable organizational documents
        (collectively, “Organizational
        Documents”)
        of
        such Seller. No governmental franchise, easement, permit, right, application,
        filing, registration, license or other authorization (each a “Permit”),
        Order, waiver, declaration or filing with, or notification to any Person,
        including without limitation any Governmental Body, is required on the part
        of
        such Seller in connection with the execution, delivery and performance of
        this
        Agreement or the other Transaction Documents to which it is a party, or the
        compliance by such Seller with any of the provisions hereof or
        thereof.

       

      Section
        2.3.  Broker’s
        Fees.
        Except
        as set forth in Section 1.10, such Seller has no liability or obligation
        to pay
        any fees or commissions to any broker, finder, or agent with respect to the
        transactions contemplated by this Agreement for which any Company or the
        Purchaser could become liable or obligated. Such Seller shall be solely
        responsible for any obligations described in this Section 2.3 or Section
        1.10
        and will indemnify and hold the Purchaser Indemnitees (as defined below)
        harmless from and against any Losses (as defined below) resulting from or
        arising out of or any such obligations or matters. 

       

      Section
        2.4.  Equity
        Securities.
        Such
        Seller holds of record and owns beneficially the Membership Interests and
        shares
        of Capital Stock set forth next to such Seller's name on Schedule I free
        and
        clear of any Lien. Such Seller is not a party to any option, warrant, purchase
        right, or other contract or commitment that could require such Seller to
        sell,
        transfer, or otherwise dispose of any membership interest of iProcert or
        any
        capital stock of IHS (other than this Agreement). Such Seller is not a party
        to
        any voting trust, proxy, or other agreement or understanding with respect
        to the
        voting of any membership interest of iProcert or any capital stock of
        IHS.

       

      Section
        2.5 Private
        Placement.
        (a)
        Such Seller is an “accredited investor” within the meaning of Rule 501 under the
        Securities Act and has sufficient knowledge and experience in investing in
        companies similar to Parent in terms of Parent's market capitalization and
        other
        relevant factors so as to be able to evaluate the risks and merits of his
        investment in Parent and he is able financially to bear the risks thereof.
        Such
        Seller has had an opportunity to discuss the terms of the offering and sale
        of
        the Parent Shares and Parent's business, management and financial affairs
        with
        Parent's management and to obtain any additional information regarding the
        foregoing which Parent possesses or can acquire without unreasonable effort
        or
        expense. The Parent Shares to be issued to such Seller are being acquired
        for
        such Seller’s own accounts and not with a view to, or the intention of, any
        distribution in violation of the Securities Act or any applicable state
        securities laws. Such Seller understands that (i)
        the
        Parent Shares have not been registered under the Securities Act by reason
        of the
        issuance of the Shares in a transaction exempt from the registration
        requirements of the Securities Act pursuant to Section 4(2) thereof or Rule
        505
        or 506 promulgated under the Securities Act, (ii)
        the
        Parent Shares must be held indefinitely unless a subsequent disposition thereof
        is registered under the Securities Act or is exempt from such registration,
        (iii)
        the
        Parent Shares will bear a legend to such effect and (iv)
        Parent
        will issue stop transfer instructions to its transfer agent to such
        effect.

      


      (b)
        AWAC
        is an “accredited investor” within the meaning of Rule 501 under the Securities
        Act and has sufficient knowledge and experience in investing in companies
        similar to Parent in terms of Parent's market capitalization and other relevant
        factors so as to be able to evaluate the risks and merits of his investment
        in
        Parent and he is able financially to bear the risks thereof. AWAC has had
        an
        opportunity to discuss the terms of the offering and sale of the Parent Shares
        and Parent's business, management and financial affairs with Parent's management
        and to obtain any additional information regarding the foregoing which Parent
        possesses or can acquire without unreasonable effort or expense. The Parent
        Shares to be issued to AWAC are being acquired for AWAC’s own accounts and not
        with a view to, or the intention of, any distribution in violation of the
        Securities Act or any applicable state securities laws. AWAC understands
        that
        (v)
        the
        Parent Shares have not been registered under the Securities Act by reason
        of the
        issuance of the Shares in a transaction exempt from the registration
        requirements of the Securities Act pursuant to Section 4(2) thereof or Rule
        505
        or 506 promulgated under the Securities Act, (vi)
        the
        Parent Shares must be held indefinitely unless a subsequent disposition thereof
        is registered under the Securities Act or is exempt from such registration,
        (vii)
        the
        Parent Shares will bear a legend to such effect and (viii)
        Parent
        will issue stop transfer instructions to its transfer agent to such
        effect.

       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ARTICLE
        III  

       

      REPRESENTATIONS
        AND WARRANTIES REGARDING THE COMPANIES

       

      The
        Companies and the Sellers represent and warrant to Purchaser jointly and
        severally that, except as set forth in the Disclosure Schedule attached hereto
        (the “Disclosure
        Schedule”),
        the
        following statements are correct and complete as of the date hereof and as
        of
        the Closing Date. The Disclosure Schedule makes explicit reference to the
        particular representation or warranty as to which exception is taken, which
        in
        each case shall constitute the representation and warranty as to which such
        exception shall apply, provided that the disclosures in the Disclosure Schedule
        that are set forth expressly therein with particularity will apply to all
        representations and warranties. The inclusion of an item in the Disclosure
        Schedule as an exception to the representation or warranty shall not be deemed
        an admission by the Sellers or the Company that such item represents a material
        exception or fact, event or circumstance or that such item is reasonably
        likely
        to result in a Material Adverse Effect.

       

      Section
        3.1.  Organization
        and Good Standing.
        Each of
        the Companies is a corporation or limited liability company, as the case
        may be,
        duly organized, validly existing and in good standing under the laws of the
        state of its organization and has all requisite corporate (or equivalent)
        power
        and authority to own, lease and operate its properties and to carry on its
        business. Each of the Companies is duly qualified or authorized to do business
        as a foreign corporation and is in good standing under the laws of each
        jurisdiction in which it owns or leases real property and each other
        jurisdiction in which the conduct of its business or the ownership of its
        properties requires such qualification or authorization, except where the
        failure to be so qualified or authorized would not have a Company Material
        Adverse Effect. Section 3.1 of the Disclosure Schedule sets forth a true,
        correct and complete list of each jurisdiction in which each of the Companies
        is
        qualified or authorized to do business as a foreign corporation.

       

      Section
        3.2.  Authorization
        and Enforceability.
        Each
        Company has all requisite power and authority to execute and deliver this
        Agreement and each other Transaction Document to which it is a party, and
        to
        consummate the transactions contemplated hereby and thereby. The execution,
        delivery and performance by each Company of each of the Transaction Documents
        to
        which it is a party have been duly authorized by all necessary corporate
        (or
        equivalent) action on the part of the Company. This Agreement and the other
        Transaction Documents have been duly and validly executed and delivered by
        each
        Company and constitute legal, valid and binding obligations of each Company,
        enforceable against such Company in accordance with their respective terms
        subject to applicable bankruptcy, insolvency, reorganization, moratorium
        and
        similar laws affecting creditors’ rights and remedies generally and subject, as
        to enforceability, to general principles of equity (regardless of whether
        enforcement is sought in a proceeding at law or in equity).

       

      Section
        3.3.  Capitalization;
        Subsidiaries.
        The
        authorized capital stock of IHS consists of 100,000 shares of Common Stock,
        par
        value $1.00 per share, of which 200 shares are issued and outstanding and
        no
        shares are held in treasury. The authorized capital stock of AWAC consists
        of
        100,000 shares of Common Stock, par value $1.00 per share, of which 200 shares
        are issued and outstanding and no shares are held in treasury. 200 membership
        interests of the iProcert are issued and outstanding. All outstanding shares
        of
        Common Stock of IHS and AWAC have been duly and validly authorized and issued,
        are fully paid and nonassessable, and all such shares are held of record
        and
        owned beneficially by the Sellers in the proportions set forth on Schedule
        I.
        All outstanding membership interests of iProcert have been duly and validly
        authorized and issued, are fully paid and nonassessable, and all such membership
        interests are held of record and owned beneficially by the Sellers in the
        proportions set forth on Schedule I. No shares of Common Stock of IHS or
        AWAC or
        membership interests of iProcert have been issued in violation of any preemptive
        rights. None of the Companies has any outstanding or authorized options,
        warrants, purchase rights, subscription rights, conversion rights, exchange
        rights, preemptive rights or other contracts or commitments that could require
        any Company to issue, sell, or otherwise cause to become outstanding any
        of its
        capital stock or membership interests, as applicable, or securities convertible
        or exchangeable for, or any options, warrants, or rights to purchase, any
        of
        such capital stock or membership interests, as applicable. There are no
        outstanding obligations of any Company to repurchase, redeem or otherwise
        acquire any of its capital stock or membership interests. There are no
        outstanding or authorized appreciation, phantom equity, profit participation
        or
        similar rights with respect to any Company. Section 3.3 of the Disclosure
        Schedule sets forth any direct or indirect interest in any corporation,
        partnership, joint venture or other Person owned by any Company.

       

      Section
        3.4.  Company
        Records.

       

      (a)
        Each
        of the Companies has delivered to Purchaser true, correct and complete copies
        of
        the certificate of incorporation or other applicable charter documents
        (certified by the Secretary of State or other appropriate official of the
        applicable jurisdiction of organization) and by-laws (certified by the
        secretary, assistant secretary or other appropriate officer) of such
        Company.

       

      (b)
        The
        minute books of each of the Companies previously made available to Purchaser
        contain complete and accurate records in all material respects of all meetings
        and reflect all other corporate action of the members and board of directors
        of
        each such Company. The ownership records of the Companies previously made
        available to Purchaser are true, correct and complete. All stock transfer
        taxes
        levied or payable with respect to all transfers of interests of each of the
        Companies prior to the date hereof have been paid and appropriate transfer
        tax
        stamps affixed where required.

       

      (c)
        Each
        of the Companies maintains and will continue to maintain a standard system
        of
        accounting established and administered in accordance with GAAP. The books,
        records and accounts of each of the Companies accurately and fairly reflect,
        in
        reasonable detail, the transactions and the assets and liabilities of such
        entity with respect to its business. None of the Companies has engaged in
        any
        material transaction with respect to its business, maintained any bank account
        for its business or used any of its funds, except for transactions, bank
        accounts and funds which have been and are reflected in all material respects
        in
        its normally maintained books, records and accounts. 

       

      Section
        3.5.  Conflicts;
        Consents of Third Parties.
        The
        execution and delivery by each Company of this Agreement and the other
        Transaction Documents to which it is a party, the consummation of the
        transactions contemplated hereby or thereby, and compliance by each Company
        with
        the provisions hereof or thereof will not (i) conflict with, or result in
        the
        breach of, any provision of the Organizational Documents of any Company;
        (ii) conflict with, violate, result in the breach or termination of, or
        constitute a default under any Contract to which any Company is a party or
        by
        which any Company or its properties or assets is bound, or require a Consent
        from any Person in order to avoid any such conflict, violation, breach,
        termination or default; (iii) violate any Law or any Order by which any Company
        is bound; or (iv) result in the creation of any Lien upon the properties or
        assets of any Company, excluding from the foregoing clauses (ii) and (iii)
        such
        conflicts, breaches, terminations, defaults, violations, Liens or other matters
        that would not have a Company Material Adverse Effect. No Permit, Order,
        waiver,
        declaration or filing with, or notification to any Person, including without
        limitation any Governmental Body, is required on the part of any Company
        in
        connection with the execution, delivery and performance of this Agreement
        or the
        other Transaction Documents to which it is a party, or the compliance by
        any
        Company with any of the provisions hereof or thereof.

       

      Section
        3.6.  Financial
        Statements.
        Included in Section 3.6 of the Disclosure Schedule are (i) the audited
        balance sheets of the Companies as at December 31, 2004, 2005 and 2006 and
        the
        related audited statements of income and of cash flows of the Companies for
        the
        years then ended and (ii) the unaudited balance sheet of the Companies (the
“Balance
        Sheet”)
        as at
        May 31, 2007 (the “Balance
        Sheet Date”)
        and
        the related statements of income and cash flows of the Companies for the
        5-month
        period then ended and for the comparable periods in the prior year (such
        audited
        and unaudited statements, including the related notes and schedules thereto,
        are
        referred to herein as the “Financial
        Statements”).
        The
        Financial Statements have been prepared from the books and records of the
        Companies and fairly present in all material respects the financial position
        and
        results of operations, shareholders’ equity and cash flows of the Companies as
        at the dates and for the periods reflected thereon in accordance with GAAP
        applied on a consistent basis throughout the periods indicated, except as
        may be
        indicated in the notes thereto and except, in the case of the unaudited
        financial statements, for the failure of the unaudited financial statements
        to
        include the footnotes required by GAAP, and subject to normal year-end audit
        adjustments. The financial forecasts for the Companies for the fiscal years
        2007
        and 2008 included in Section 3.6 of the Disclosure Schedule (the “Projections”)
        were
        prepared based upon assumptions that management believes to be reasonable
        and
        reflect management’s good faith best estimate of the projected operating
        performance of the Companies for such periods. Purchaser acknowledges and
        agrees
        that (i) neither the Companies nor the Sellers make any guarantee or
        representation that the results estimated in the Projections will be realized,
        (ii) the factors upon which the assumptions and estimate were based may change
        from the date hereof and (iii) the results estimated in the Projections may
        differ materially from actual results.

       

      Section
        3.7.  No
        Undisclosed Liabilities.
        No
        Company has any material Liabilities except (a) to the extent specifically
        reflected and accrued for or specifically reserved against in the Balance
        Sheet
        and (b) for Liabilities incurred subsequent to the Balance Sheet Date in
        the
        ordinary course of business consistent with past custom and practice.


       

      Section
        3.8.  Absence
        of Certain Developments.
        Since
        December 31, 2006 (and, with respect to clause (e) below, December 31,
        2005):

       

      (a)  there
        has
        not been any Company Material Adverse Change nor has there occurred any event
        which is reasonably likely to result in a Company Material Adverse
        Change;

       

      (b)  there
        has
        not been any damage, destruction or loss, whether or not covered by insurance,
        with respect to the property and assets of any Company having a replacement
        cost
        of more than $10,000 for any single loss or $25,000 in the aggregate for
        any
        related losses;

       

      (c)  none
        of
        the Companies has made any change in the rate of compensation, commission,
        bonus
        or other direct or indirect remuneration payable, or paid or agreed or orally
        promised to pay, conditionally or otherwise, any bonus, incentive, retention
        or
        other compensation, retirement, welfare, fringe or severance benefit or vacation
        pay, to or in respect of any director, officer, employee, distributor or
        agent
        of any Company, other than increases in the ordinary course of business
        consistent with past practice in the base salaries of employees of any Company
        other than officers or senior managers;

       

      (d)  none
        of
        the Companies has entered into any employment, deferred compensation, severance
        or similar agreement (nor amended any such agreement);

       

      (e)  there
        has
        not been any change by any Company in accounting or Tax reporting principles,
        methods or policies or any settlement of any Tax controversy;

       

      (f)  none
        of
        the Companies has conducted its business other than in the ordinary course
        consistent with past practice;

       

      (g)  none
        of
        the Companies has entered into any other material transaction;

       

      (h)  none
        of
        the Companies has hired employees or engaged independent contractors to provide
        services for clients of any Company other than in the ordinary course of
        business consistent with, and at a level consistent with, past
        practice;

       

      (i)  none
        of
        the Companies has breached any Contract in any material respect;

       

      (j)  none
        of
        the Companies has failed to promptly pay and discharge current Liabilities
        except where disputed in good faith in an appropriate manner;

       

      (k)  none
        of
        the Companies has made any loans, advances or capital contributions to, or
        investments in, any Person or paid any fees or expenses to any Affiliate
        of any
        Company other than intercompany transactions in the ordinary course of business
        consistent with past practice;

       

      (l)  none
        of
        the Companies has mortgaged, pledged or subjected to any Lien any of its
        assets,
        or acquired any assets or sold, assigned, transferred, conveyed, leased or
        otherwise disposed of any assets of any Company except for assets acquired
        or
        sold, assigned, transferred, conveyed, leased or otherwise disposed of in
        the
        ordinary course of business consistent with past practice;

       

      (m)  none
        of
        the Companies has discharged or satisfied any Lien, or paid any obligation
        or
        Liability, except in the ordinary course of business consistent with past
        practice;

       

      (n)  none
        of
        the Companies has canceled or compromised any debt or claim or amended,
        canceled, terminated, relinquished, waived or released any Contract or right
        except in the ordinary course of business consistent with past practice and
        which, in the aggregate, are not material to any Company;

       

      (o)  none
        of
        the Companies has made or committed to make any capital expenditures or capital
        additions or improvements in excess of $50,000 individually or in the aggregate,
        except as set forth in the Disclosure Schedule, or otherwise in the ordinary
        course of business consistent with past practices;

       

      (p)  none
        of
        the Companies has entered into any prepaid services transactions with any
        of its
        customers or otherwise accelerated revenue recognition or the sales of its
        services for periods prior to the Closing; 

       

      (q)  except
        for the iProcert Operating Agreement, none of the Companies has amended any
        of
        its Organizational Documents;

       

      (r)  none
        of
        the Companies has issued any equity securities or any security exercisable
        or
        exchangeable for or convertible into equity securities of such Company;
        and

       

      (s)  none
        of
        the Companies has entered into any agreements to do or perform in the future
        any
        actions referred to in this Section 3.8 which have not been consummated as
        of
        the date hereof.

       

      Section
        3.9.  Taxes.
        

       

      (a)  Each
        Company has timely filed with the appropriate taxing authorities all Tax
        Returns
        that it has been required to file. All such Tax Returns are true, correct
        and
        complete in all material respects. All Taxes owed by each Company (whether
        or
        not shown on any Tax Return) have been paid. Adequate reserves have been
        established on the Financial Statements to provide for the payment of any
        Taxes
        which are not yet due and payable with respect to any Company for taxable
        periods or portions thereof ending on or before December 31, 2006. None of
        the
        Companies is the beneficiary of any extension of time within which to file
        any
        Tax Return. No written claim has ever been made by an authority with respect
        to
        a Company in a jurisdiction where such Company does not file Tax Returns
        that it
        is or may be subject to taxation by that jurisdiction. There are no Liens
        on any
        of the assets of any Company that have arisen in connection with any failure
        (or
        alleged failure) to pay any Tax.

       

      (b)  Each
        Company has withheld and paid to the appropriate taxing authority or other
        Governmental Body all Taxes required to have been withheld and paid in
        connection with amounts paid or owing to any employee, independent contractor,
        creditor, stockholder, or other third party.

       

      (c)  None
        of
        the Companies has waived or extended any statute of limitations in respect
        of
        Taxes or agreed to any extension of time with respect to the assessment,
        payment
        or collection of any Tax.

       

      (d)  To
        the
        extent that any Company incurs Taxes after the date hereof with respect to
        periods or portions thereof ending on or prior to the Closing Date, such
        Company
        shall pay all such Taxes on or prior to the Closing Date in compliance with
        all
        applicable laws and regulations, or if such Taxes are not yet due and payable
        on
        such date, the amount of such Taxes shall be accrued for purposes of preparation
        of the Closing Statement.

       

      (e)  None
        of
        the properties or assets of any Company is property which, for Tax purposes,
        is
        required to be treated as owned by another Person. None of the Companies
        is an
        obligor on, and none of its assets have been financed directly or indirectly
        by,
        any tax-exempt bonds. No property or assets of any Company is “tax-exempt use
        property” within the meaning of Section 168(h) of the Code. 

       

      (f)  No
        deficiency or proposed adjustment which has not been settled or otherwise
        resolved for any amount of Taxes has been asserted or assessed by any taxing
        authority or other Governmental Body against any Company. There has not been,
        within the past five calendar years, an audit, examination or written notice
        of
        potential examination of any Tax Returns filed by any Company. 

       

      (g)  There
        is
        no action, suit, examination, investigation, Governmental Body proceeding,
        or
        audit or claim for refund in progress, pending, proposed or, to the Knowledge
        of
        the Companies, threatened against or with respect to any Company regarding
        Taxes.

       

      (h)  None
        of
        the Companies has agreed to or been required to make any adjustment pursuant
        to
        Section 481(a) of the Code or any corresponding provision of state, local
        or
        foreign law by reason of any change in accounting method initiated by it
        or on
        its behalf; no taxing authority has proposed any such adjustment or change
        in
        accounting method; and none of the Companies has an application pending with
        any
        taxing authority requesting permission for any change in accounting method.
        None
        of the Companies will be required (A) as a result of a change in method of
        accounting for a taxable period ending on or prior to the Closing Date, to
        include any adjustment under Section 481(c) of the Code in taxable income
        for
        any taxable period (or portion thereof) beginning after the Closing or (B)
        as a
        result of any “closing agreement,” as described in Section 7121 of the Code, to
        include any item of income or exclude any item of deduction from any taxable
        period (or portion thereof) beginning after the Closing.

       

      (i)  None
        of
        the Companies has been a member of an affiliated group (as defined in Section
        1504 of the Code), or filed or been included in a combined, consolidated
        or
        unitary income Tax Return, and none of the Companies is a partner, member,
        owner
        or beneficiary of any entity treated as a partnership or a trust for Tax
        purposes. None of the Companies has liability for Taxes of any person under
        Treasury Regulations Section 1.1502-6 or similar state or local laws, as
        a
        successor or transferee, by contract or otherwise.

       

      (j)  None
        of
        the Companies is a party to or bound by any Tax allocation or Tax sharing
        agreement and has no contractual obligation to indemnify any other Person
        with
        respect to Taxes.

       

      (k)  None
        of
        the Companies is nor 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)(1)(A)(ii) of the Code.

       

      (l)  True,
        correct and complete copies of all income and sales Tax Returns filed by
        or with
        respect to the Companies for taxable periods ending on or after December
        31,
        2003 have been furnished or made available to Purchaser.

       

      (m)  None
        of
        the Companies has participated in any reportable transaction as contemplated
        in
        Treasury Regulations Section 1.6011-4.

       

      (n)  None
        of
        the Companies has taken any action that could defer a liability for Taxes
        of
        such Company from any taxable period ending on or before the Closing Date
        to any
        taxable period ending after such date.

       

      (o)  None
        of
        the Companies is required to include any item of income for any taxable period
        ending after the Closing as a result of an installment sale or open transaction
        entered into on or prior to Closing Date.

       

      (p)  Except
        for the distribution by IHS of the capital stock of AWAC to its shareholders on
        January 1, 2000, none of the Companies has distributed any equity or had
        any
        equity distributed in transaction that could be governed in whole or part
        by
        Section 355 or 361 of the Code.

       

      (q)  None
        of
        the Companies is subject to Tax, nor does it have a permanent establishment,
        in
        any foreign jurisdiction.

       

      (r)  None
        of
        the Companies has any pending ruling requests filed by it or on its behalf
        with
        any taxing authority or Governmental Body. 

       

      (s)  None
        of
        the Companies has ever been a personal holding company within the meaning
        of
        Section 542 of the Code. 

       

      (t)
        iProcert has never elected to be taxed as a corporation pursuant to Treasury
        Regulations Section 301.7701-3, has never been a publicly traded partnership
        within the meaning of Section 7704(b) of the Code and has since inception
        been
        treated as a partnership for federal and state income tax purposes.

       

      Section
        3.10.  Real
        Property.
        None of
        the Companies owns in fee any real property or interest in real property.
        Section 3.10 of the Disclosure Schedule sets forth a complete list of all
        real
        property and interests in real property leased by any Company (individually,
        a
“Real
        Property Lease”
and
        the
        real properties specified in such leases being referred to herein individually
        as a “Company
        Property”
and
        collectively as the “Company
        Properties”)
        as
        lessee. The Company Property constitutes all interests in real property
        currently used or currently held for use in connection with the Business
        or
        which are necessary for the continued operation of the Business as the Business
        is currently conducted. The applicable Company has a valid and enforceable
        leasehold interest under each of the Real Property Leases, subject to applicable
        bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
        creditors’ rights and remedies generally and subject, as to enforceability, to
        general principles of equity (regardless of whether enforcement is sought
        in a
        proceeding at law or in equity). None of the Companies has received any written
        notice of any material default or event that with notice or lapse of time,
        or
        both, would constitute a material default under any of the Real Property
        Leases
        and the applicable Company and, to the Company's Knowledge, each other party
        thereto is in compliance with all obligations of such party thereunder. The
        Companies have delivered or otherwise made available to Purchaser complete
        copies of the Real Property Leases, together with all amendments, modifications
        or supplements, if any, thereto.

       

      Section
        3.11.  Tangible
        Personal Property; Title; Sufficiency of Assets.

       

      (a)  Section
        3.11 of the Disclosure Schedule lists all leases of personal property
        (“Personal
        Property Leases”)
        involving annual payments in excess of $10,000 relating to personal property
        used by any Company or to which any Company is a party or by which the
        properties of any Company are bound. The Companies have delivered or otherwise
        made available to the Purchaser complete copies of the Personal Property
        Leases,
        together with all amendments, modifications or supplements thereto.

       

      (b)  Each
        Company has a valid leasehold interest under each of the Personal Property
        Leases under which it is a lessee, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium and similar laws affecting creditors’ rights and
        remedies generally and subject, as to enforceability, to general principles
        of
        equity (regardless of whether enforcement is sought in a proceeding at law
        or in
        equity), and there is no material default under any Personal Property Lease
        by
        any Company, or, to the Knowledge of the Companies, by any other party thereto,
        and no event has occurred that with the lapse of time or the giving of notice
        or
        both would constitute a material default thereunder, and each Company, and
        to
        the Knowledge of the Companies, each other party thereto is in compliance
        with
        all obligations of such Company or such other party, as the case may be,
        thereunder. 

       

      (c)  Each
        Company has good and marketable title to all its assets as of the date hereof
        (which include, without limitation, all of the assets reflected in the Balance
        Sheet), free and clear of any and all Liens other than the Permitted
        Encumbrances. All tangible personal property included in such assets, and
        all of
        the items of tangible personal property used by any Company under the Personal
        Property Leases, are in working order and in a state of good maintenance
        and
        repair (ordinary wear and tear excepted) and are suitable for the purposes
        used.
        The assets of the Companies include all assets, rights and interests used
        in or
        reasonably required for the continued conduct of the Business by the Companies
        as currently conducted.

       

      Section
        3.12.  Intellectual
        Property.

       

      (a)  The
        Companies own, free and clear from all Liens (other than Permitted Encumbrances)
        or otherwise possess legally enforceable rights to use all of the Intellectual
        Property reasonably necessary to the conduct of business of the Companies
        as
        currently conducted. The Intellectual Property owned by the Companies
        (“Owned
        Intellectual Property”)
        and
        the Intellectual Property licensed to the Companies comprise all of the
        Intellectual Property that is used or reasonably required for the continued
        conduct of in the business of the Companies as currently conducted.

       

      (b)  Section
        3.12(b)(i) of the Disclosure Schedule sets forth a true, complete and correct
        list of all Owned Intellectual Property for which a registration or application
        has been filed with a Governmental Body, including patents, trademarks, service
        marks and copyrights, issued by or registered with, or for which any application
        for issuance or registration thereof has been filed with, any Governmental
        Body.
        Section 3.12(b)(ii) of the Disclosure Schedule sets forth a complete and
        correct
        list of all trademarks, service marks and other trade designations that are
        Owned Intellectual Property and not otherwise identified in Section 3.12(b)(i)
        of the Disclosure Schedule. Section 3.12(b)(iii) of the Disclosure Schedule
        also
        sets forth a complete and correct list of all written or oral licenses and
        arrangements (other than ordinary course licenses of commercially available
        software), (A) pursuant to which the use by any Person of Intellectual
        Property is permitted by any Company or (B) pursuant to which the use by
        any Company of Intellectual Property is permitted by any Person (collectively,
        the “Intellectual
        Property Licenses”).
        The
        Intellectual Property Licenses are in full force and effect. 

       

      (c)  The
        continued operation of the Business as presently conducted does not interfere
        with, infringe upon, misappropriate, or otherwise come into conflict with,
        any
        intellectual property rights of third parties except as would not reasonably
        be
        expected to have a Company Material Adverse Effect. 

       

      (d)  There
        is
        no claim or demand of any Person pertaining to, or any proceeding which is
        pending or, to the Knowledge of the Companies, threatened, that challenges
        the
        rights of any Company in respect of any Owned Intellectual Property, or claims
        that any default exists under any Intellectual Property License.

       

      (e)  All
        of
        the copyrights in any of the products of any Company (including but not limited
        to any works of authorship incorporated in or distributed with such products)
        are owned by or licensed to such Company and, if licensed, are subject to
        Intellectual Property Licenses that are in full force and effect.

       

      (f)  None
        of
        the Companies has created any Intellectual Property under contract with U.S.
        government customers.

       

      (g)  Section
        3.12(g) of the Disclosure Schedule lists all employees of the Companies and
        all
        other Persons who have been involved in the development of Owned Intellectual
        Property, including computer programs and software (including source code,
        object code and databases). Except as specified in Section 3.12(g) of the
        Disclosure Schedule, all such employees and other Persons have entered into
        confidentiality and assignment of inventions agreements substantially in
        the
        form included in Section 3.12 of the Disclosure Schedule.

       

      Section
        3.13.  Contracts.
        (a)
        Section 3.13 of the Disclosure Schedule sets forth all of the following types
        of
        Contracts to which any Company is a party or by which it is bound and
        categorizes such Contracts by the types described below: (i) Contracts relating
        to the employment of any Person, or any bonus, deferred compensation, pension,
        profit sharing, stock option, employee stock purchase, retirement, retention,
        severance, or change of control arrangement; (ii) Contracts other than those
        described in clause (i) with any current or former officer, director or employee
        of any Company, or any Affiliate of any Company or any such Person; (iii)
        Contracts with any employee or labor union or association representing any
        employee; (iv) Contracts relating to capital expenditures other than
        Contracts not exceeding $25,000 individually or $50,000 in the aggregate;
        (v)
        Contracts entered into within the last five years relating to the acquisition
        or
        disposition of any equity interests in or, except in the ordinary course
        of
        business, assets of any Person; (vi) joint venture or partnership agreements;
        (vii) Contracts limiting the ability of any Company to engage in any line
        of
        business or to compete with any Person or to conduct business in any
        geographical area or to solicit any Person for employment; (viii) Contracts
        relating to the confidentiality or limitation on use of any information;
        (ix)
        Contracts relating to any Indebtedness of any Company (other than accounts
        payable to trade creditors in the ordinary and usual course of business
        consistent with past custom and practice), including credit facilities,
        promissory notes, security agreements, and other credit support arrangements;
        (x) Contracts relating to any loan (other than accounts receivable from trade
        debtors in the ordinary and usual course of business consistent with past
        custom
        and practice) or advance to (other than ordinary course travel allowances
        to the
        employees of any Company), or investments in, any Person; (xi) Contracts
        relating to any guarantee or other contingent Liability in respect of any
        Indebtedness or obligation of any Person (other than the endorsement of
        negotiable instruments for collection in the ordinary and usual course of
        business consistent with past custom and practice); (xii) all customer Contracts
        pursuant to which aggregate payments exceeding $10,000 are to be made to
        the
        Companies; (xiii) any license agreement relating in whole or in part to
        Intellectual Property (other than standard “off-the-shelf” or “shrink-wrap”
license agreements); and (xiv) all other material Contracts. There are no
        outstanding powers of attorney executed on behalf of any Company.

       

      (b) Complete
        copies of the items required to be set forth in Section 3.13 of the Disclosure
        Schedule have previously been furnished to Parent. All of the Companies'
        Contracts (including all Real Property Leases) shall, following the Closing,
        remain enforceable by the applicable Company and, to the Knowledge of the
        Company, binding on the other parties thereto, without the Consent of any
        third
        party. None of the Companies is in material default, nor has any event occurred
        which, with the giving of notice or the passage of time or both, would
        constitute a material default, under any Contract or any other obligation
        owed
        by any Company, and, to the Knowledge of the Company, no event has occurred
        which, with the giving of notice or the passage of time or both, would
        constitute a material default by any other party to any such Contract. Each
        of
        the Contracts disclosed in Section 3.13 of the Disclosure Schedule is in
        full
        force and effect, is valid and enforceable in accordance with its terms and,
        to
        the Knowledge of the Companies, is not subject to any claims, charges, setoffs
        or defenses. 

       

      Section
        3.14.  Employee
        Benefits.
        

       

      (a)  Section
        3.14 of the Disclosure Schedule sets forth a complete and correct list of
        (i)
        all “employee benefit plans,” as defined in Section 3(3) of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”),
        and
        any other pension plans or employee benefit agreements, arrangements, programs
        or payroll practices (including without limitation severance pay, other
        termination benefits or compensation, vacation pay, company awards, salary
        continuation for disability, sick leave, retirement, deferred compensation,
        bonus or other incentive compensation, stock purchase arrangements or policies,
        hospitalization, medical insurance, life insurance and scholarship programs)
        under which any Company has any material liability, whether contingent or
        otherwise (“Employee
        Benefit Plans”).
        Section 3.14 of the Disclosure Schedule identifies, in separate categories,
        Employee Benefit Plans that are (i) subject to Section 4063 and 4064 of
        ERISA (“Multiple
        Employer Plans”),
        (ii)
        multiemployer plans (as defined in Section 4001(a)(3) of ERISA) (“Multiemployer
        Plans”)
        or
        (iii) “benefit plans”, within the meaning of Section 5000(b)(1) of the Code
        providing continuing benefits after the termination of employment (other
        than as
        required by Section 4980B of the Code or Part 6 of Title I of ERISA or similar
        state or local law).

       

      (b)  No
        Employee Benefit Plan is (i) a defined benefit plan subject to Title IV of
        ERISA, (ii) a Multiemployer Plan or (iii) a Multiple Employer Plan.

       

      (c)  Each
        of
        the Employee Benefit Plans intended to qualify under Section 401 of the Code
        (“Qualified
        Plans”)
        and
        has received a determination letter from the IRS to such effect and the trusts
        maintained thereto are exempt from federal income taxation under Section
        501 of
        the Code and nothing has occurred or is expected to occur with respect to
        the
        operation of any such plan which would reasonably be expected to cause the
        loss
        of such qualification or exemption.

       

      (d)  All
        material contributions and premiums required by Law or by the terms of any
        Employee Benefit Plan or any agreement relating thereto have been timely
        paid.

       

      (e)  There
        has
        been no material violation of or material failure to comply with ERISA or
        the
        Code with respect to the filing of applicable returns, reports, documents
        and
        notices regarding any of the Employee Benefit Plans with the DOL, the IRS,
        the
        PBGC or any other Governmental Body or the furnishing of such notices or
        documents to the participants or beneficiaries of the Employee Benefit
        Plans.

       

      (f)  True,
        correct and complete copies of the following documents, with respect to
        each of the Employee Benefit Plans, have been delivered to or made available
        to
        Purchaser: (A) any plans and related trust documents (all amendments thereto),
        investment management agreements, administrative service contracts, group
        annuity contracts, insurance contracts, collective bargaining agreements
        and
        employee handbooks, (B) the most recent Forms 5500 for the past three years
        and
        schedules thereto, (C) the most recent financial statements and actuarial
        valuations for the past three years, (D) the most recent IRS determination
        letter, (E) the most recent summary plan descriptions (including letters
        or
        other documents updating such descriptions) and (F) written descriptions
        of all
        non-written agreements relating to the Employee Benefit Plans.

       

      (g)  There
        are
        no pending Legal Proceedings which have been asserted or instituted or, to
        the
        Knowledge of the Companies, threatened against any of the Employee Benefit
        Plans, the assets of any such plans or of any related trust or any Company,
        the
        plan administrator or any fiduciary of the Employee Benefit Plans with respect
        to the operation of such plans (other than routine benefit claims), and there
        are no facts or circumstances which could form the basis for any such Legal
        Proceeding. No Employee Benefit Plan is under audit or investigation by the
        IRS,
        DOL, or any other Government Body and no such completed audit, if any, has
        resulted in the imposition of Tax, interest, or penalty.

       

      (h)  Except
        as
        disclosed in Section 3.14 of the Disclosure Schedule, each of the Employee
        Benefit Plans complies in all material respects with its terms and all
        provisions of applicable Law, including ERISA and the Code, and all reporting
        requirements have been satisfied on a timely basis.

       

      (i)  Each
        Company which maintains a “group health plan” within the meaning of Section
        5000(b)(1) of the Code and each plan sponsor or administrator is in material
        compliance with the COBRA reporting, disclosure, notice, election, and other
        benefit continuation and coverage requirements of Section 4980B of the Code
        or
        Part 6 of Title I of ERISA and the applicable regulations thereunder and
        any
        comparable state laws.

       

      (j)  None
        of
        the Companies, nor to the knowledge of the Companies, a “party in interest” or
“disqualified person” with respect to the Employee Benefit Plans has engaged in
        a “prohibited transaction” within the meaning of Section 4975 of the Code or
        Section 406 of ERISA which has subjected or could subject any Company,
        Purchaser, Parent or any trustee, administrator or other fiduciary to a material
        tax penalty on such prohibited transaction.

       

      (k)  Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby will (i) result in any payment becoming
        due to
        any employee; (ii) increase any benefits otherwise payable under any Employee
        Benefit Plan; or (iii) result in the acceleration of the time of payment
        or
        vesting of any such benefits.

       

      (l)  No
        security issued by any Company forms or has formed any part of the assets
        of any
        Employee Benefit Plan.

       

      (m)  The
        consummation of the transactions contemplated by this Agreement will not
        give
        rise to any liability for termination of any agreements related to any Employee
        Benefit Plan.

       

      (n)  No
        amounts payable under any Employee Benefit Plan or any other agreement will
        fail
        to be deductible for federal income tax purposes by virtue of Section 280G
        of
        the Code.

       

      (o)  Each
        Employee Benefit Plan that purports to provide benefits which qualify for
        tax-favored treatment under Sections 79, 105, 106, 117, 120, 125, 127, 129,
        and
        132 of the Code satisfies the requirements of said Section(s).

       

      (p)  Each
        Employee Benefit Plan or any other agreement that purports to defer income
        complies with Section 409A of the Code.

       

      (q)  Each
        Employee Benefit Plan, its related trust and insurance agreement may be
        unilaterally amended or terminated on no more than 90 days notice.

       

      Section
        3.15.  Labor.

       

      (a)  None
        of
        the Companies is or has been a party to any labor or collective bargaining
        agreement.

       

      (b)  No
        labor
        organization or group of employees of any Company has made a pending demand
        for
        recognition, and there are no representation proceedings or petitions seeking
        a
        representation proceeding presently pending or, to the Knowledge of the
        Companies, threatened to be brought or filed, with the National Labor Relations
        Board or other labor relations tribunal. There is no organizing activity
        involving any Company pending or, to the Knowledge of the Companies, threatened
        by any labor organization or group of employees of any Company.

       

      (c)  There
        are
        no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii)
        grievances or other labor disputes pending or, to the Knowledge of any Company,
        threatened against any Company. There are no unfair labor practice charges,
        grievances or complaints pending or, to the Knowledge of the Companies,
        threatened by or on behalf of any employee or group of employees of any
        Company.

       

      (d)  There
        are
        no complaints, charges or claims against any Company pending or, to the
        Knowledge of the Companies, threatened which would reasonably be expected
        to be
        brought or filed, with any public or Governmental Body based on, arising
        out of,
        in connection with, or otherwise relating to the employment or termination
        of
        employment by any Company, of any individual.

       

      (e)  Each
        of
        the Companies is in compliance in all material respects with all Laws and
        Orders
        relating to the employment of labor, including all such Laws and orders relating
        to wages, hours, the Worker Adjustment and Retraining Notification Act and
        any
        similar state, local or foreign “plant closing” Law (“WARN”),
        collective bargaining, discrimination, civil rights, safety and health, worker’s
        compensation, payment of overtime wages and the collection and payment of
        withholding and/or social security taxes and any similar tax.

       

      (f)  To
        the
        Knowledge of the Companies, no executive, key employee, or group of employees
        currently has any plans to terminate employment with any Company independently
        of or as a result of this Agreement.

       

      Section
        3.16.  Litigation.
        Except
        as set forth in Section 3.16 of the Disclosure Schedule, there is no suit,
        action, proceeding, investigation, complaint or claim pending or, to the
        Knowledge of the Companies, threatened against any Company (or pending or
        threatened against any of the officers, directors or key employees of any
        Company in relation to any Company or its business) before any court or other
        Governmental Body or any arbitral tribunal, nor is there any basis for any
        such
        suit, action, proceeding, investigation, complaint or claim. None of the
        Companies has received any written opinion or memorandum or legal advice
        from
        legal counsel retained by any Company to the effect that it is exposed, from
        a
        legal standpoint, to any material Liability. None of the Companies is engaged
        in
        any legal action to recover monies due it or for damages sustained by it.
        Section 3.16 of the Disclosure Schedule sets forth a list of all closed
        litigation matters to which any Company was a party during the five (5) years
        preceding the date hereof, the date such litigation was commenced or concluded,
        and the nature of the resolution thereof (including amounts paid in settlement
        or judgment). None of the Companies is subject to any Order of any Governmental
        Body.

       

      Section
        3.17.  Compliance
        with Laws; Permits.
        Each
        Company is, and has at all times been, in compliance with all Laws applicable
        to
        it or the operation, use, occupancy or ownership of its assets or properties
        or
        the conduct of its business, except where such failure to comply would not
        reasonably be expected to have a Company Material Adverse Effect. None of
        the
        Companies has received notice (written or oral) from any Governmental Body
        of,
        and has no Knowledge of, any failure to comply with any Law. Each Company
        holds
        all Permits necessary under Law for the conduct of such Company's business
        as
        currently conducted or proposed to be conducted, and none of the operations
        of
        any Company are being conducted in violation of any Permit held by any of
        the
        Companies, except where the failure to have such Permit would not reasonably
        be
        expected to have a Company Material Adverse Effect. There is no investigation
        by
        a Governmental Body pending against or, to the Knowledge of the Companies,
        threatened against any Company.

       

      Section
        3.18.  Environmental
        Matters.
        

       

      (a)
        The
        operations of each Company are in compliance in all material respects with
        all
        applicable Environmental Laws and all Permits issued pursuant to Environmental
        Laws or otherwise (“Environmental
        Permits”);

       

      (b)
        Each
        Company has obtained and currently maintains all Environmental Permits required
        under all applicable Environmental Laws necessary to operate the
        Business;

       

      (c)
        No
        Company is the subject of any outstanding written Order or Contract with
        any
        Governmental Entity or other Person respecting (i) Environmental Laws,
        (ii) Remedial Action or (iii) any Release or threatened Release of a
        Hazardous Material;

       

      (d)
        No
        Company has received any written communication alleging either that it may
        be in
        violation of any Environmental Law or Environmental Permit or that it may
        have
        any liability under any Environmental Law;

       

      (e)
        No
        Company has incurred, assumed or undertaken any current contingent liability
        in
        connection with any Release of any Hazardous Materials into the indoor or
        outdoor environment (whether on-site or off-site) and there are no facts,
        circumstances or conditions relating to, arising out of or attributable to
        it
        that could give rise to liability under Environmental Laws, except as would
        not
        reasonably be expected to have a Company Material Adverse Effect;

       

      (f)
        To
        the Knowledge of the Company, there is not located at any of the properties
        of
        any Company any (i) underground storage tanks, (ii) asbestos-containing material
        or (iii) equipment containing polychlorinated biphenyls; and

       

      (g)
        Each
        Company has provided to Parent all environmentally related audits, studies,
        reports, analyses, and results of investigations that have been performed
        with
        respect to the currently or previously owned, leased or operated properties
        of
        such Company that are within the possession or control of such
        Company.

       

      Section
        3.19.  Insurance.
        Section
        3.19 of the Disclosure Schedule includes a correct and complete list and
        description, including policy number, coverage and deductible, of all insurance
        policies owned by each Company, complete copies of which policies have
        previously been delivered to Purchaser. Such policies are in full force and
        effect, all premiums due thereon have been paid and no Company is in default
        thereunder. No Company has received any notice of cancellation or intent
        to
        cancel or increase or intent to increase premiums with respect to such insurance
        policies. Section 3.19 of the Disclosure Schedule also contains a list of
        all
        pending claims and any claims in the past two (2) years with any insurance
        company by any Company and any instances within the previous two (2) years
        of a
        denial of coverage of any Company by any insurance company.

       

      Section
        3.20.  Receivables;
        Payables.

       

      (a)  The
        accounts receivable of each Company reflected in the Final Closing Statement
        have arisen in bona fide arm's-length transactions in the ordinary and usual
        course of business consistent with past custom and practice, and, subject
        to the
        allowance for doubtful accounts set forth in the Final Closing Statement,
        all
        such receivables are valid and binding obligations of the account debtors
        without any counterclaims, setoffs or other defenses thereto and are collectible
        in the ordinary and usual course of business consistent with past custom
        and
        practice. All such reserves, allowances and discounts were and are adequate
        and
        consistent in extent with the reserves, allowances and discounts previously
        maintained by the Companies in the ordinary and usual course of business
        consistent with past custom and practice and determined in accordance with
        GAAP.
        All work-in-process or accrued billing reflected in the Final Closing Statement
        has been performed pursuant to a customer order or contract therefor and
        shall
        become accounts receivable in due course, which shall be collectible for
        the
        full amount in the ordinary and usual course of business consistent with
        past
        custom and practice at the full recorded amount thereof.

       

      (b)  All
        accounts payable of each Company reflected on the Financial Statements and/or
        Final Closing Statement are the result of bona fide transactions in the ordinary
        course of business and have been paid or are not yet due and payable, except
        for
        accounts payable that are being disputed in good faith in an appropriate
        manner.

       

      Section
        3.21.  Related
        Party Transactions.
        Except
        as described in Section 3.21 of the Disclosure Schedule, no Company has loaned
        or borrowed any amounts from and does not have outstanding any Indebtedness
        or
        other similar obligations to or owing from any Affiliate of any Company.
        No
        Company nor any Affiliate of any Company nor any officer or employee of any
        of
        them (i) owns any direct or indirect interest of any kind in, or controls
        or is
        a director, officer, employee or partner of, or consultant to, or lender
        to or
        borrower from or has the right to participate in the profits of, any Person
        which is (A) a competitor, supplier, customer, landlord, tenant, creditor
        or
        debtor of any Company, (B) engaged in a business related to the business
        of any
        Company, or (C) a participant in any material transaction to which any Company
        is a party or (ii) is a party to any Contract with any Company. No Company
        has
        any Contract or understanding with any officer, director, employee or
        shareholder of any Company, or any Affiliate of any such Person that relates,
        directly or indirectly, to the subject matter of any Transaction Document
        or the
        consideration payable thereunder or that contains any terms, provisions or
        conditions relating to any Company’s entry into or performance of any
        Transaction Document (including any terms, provisions or conditions the
        consequences of which are dependent upon any of the matters addressed by
        Section
        1.5). 

       

      Section
        3.22.  Customers;
        Projects.
        Section
        3.22 of the Disclosure Schedule is a complete and correct list of all clients
        and customers of each Company as of April 30, 2007. Except as set forth on
        Section 3.22 of the Disclosure Schedule, since December 31, 2006, no client
        or
        customer has cancelled or otherwise terminated, reduced, or threatened to
        cancel
        or terminate or reduce, its relationship with any Company.

       

      Section
        3.23.  No
        Misrepresentation.
        No
        representation or warranty of any Company and/or any Seller contained in
        this
        Agreement or any other Transaction Document or in any Schedule hereto or
        thereto
        or in any certificate or other instrument furnished to Purchaser pursuant
        to the
        terms hereof or thereof contains any untrue statement of a material fact
        or
        omits to state a material fact necessary to make the statements contained
        herein
        or therein not misleading.

       

      Section
        3.24.  Financial
        Advisors.
        Except
        as described in Section 1.10, no Company has any Liability or obligation
        to pay
        any fees or commissions to any broker, finder or agent with respect to the
        transactions contemplated by this Agreement. Sellers and AWAC shall be solely
        responsible for any obligations described in this Section 3.24 (including
        Section 1.10) and will jointly and severally indemnify and hold the Purchaser
        Indemnitees harmless from and against any Losses resulting from or arising
        out
        of or any such obligations or matters.

       

      Section
        3.25.  Disclaimer
        of Additional Representations and Warranties.
        Except
        as set forth in the Transaction Documents, Sellers and the Companies make
        no
        representation or warranty, express or implied, at law or in equity, in respect
        of the Companies, or any of their respective assets, liabilities or operations,
        including with respect to merchantability or fitness for any particular purpose,
        and any such other representations or warranties are hereby expressly
        disclaimed. 

       

      ARTICLE
        IV  

       

      


       

      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER

       

      Purchaser
        represents and warrants to the Sellers and AWAC that the following statements
        are correct and complete as of the date hereof. 

      


      Section
        4.1.  Organization.
        (a)
        Purchaser is a limited liability company duly organized, validly existing
        and in
        good standing under the laws of the State of Delaware. Purchaser is duly
        qualified or authorized to do business as a foreign company and is in good
        standing under the laws of each jurisdiction in which it owns or leases real
        property and each other jurisdiction in which the conduct of its business
        or the
        ownership of its properties requires such qualification or authorization,
        except
        where the failure to be so qualified or authorized would not have a material
        adverse effect on the business or assets of Purchaser.

       

      (b) Purchaser
        is a wholly-owned Subsidiary of Parent. Purchaser has conducted no material
        operations.

       

      Section
        4.2.  Authorization
        of Transaction.
        The
        execution, delivery and performance of the Transaction Documents to which
        Purchaser is a party have been duly authorized by all necessary action by
        or on
        behalf of Purchaser. Purchaser has full power and authority to execute and
        deliver this Agreement and each other Transaction Document to which it is
        a
        party, and to perform its obligations hereunder and thereunder. This Agreement
        and each Transaction Document to which Purchaser is or will be a party has
        been
        or will be duly and validly executed and delivered and constitutes the valid
        and
        legally binding obligation of Purchaser, enforceable against Purchaser in
        accordance with its terms, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium and similar laws affecting creditors’ rights and
        remedies generally and subject, as to enforceability, to general principles
        of
        equity (regardless of whether enforcement is sought in a proceeding at law
        or in
        equity). Purchaser is not required to give any notice to, make any filing
        with,
        or obtain any authorization, consent, or approval of any Governmental Body
        in
        order to consummate the transactions contemplated by this Agreement and each
        such Transaction Document.

       

      Section
        4.3.  Non-contravention.
        Neither
        the execution and the delivery by Purchaser of this Agreement and the other
        Transaction Documents to which it is a party, nor the consummation of the
        transactions contemplated hereby and thereby on the part of Purchaser, will
        (i)
        conflict with, or result in the breach of, any provision of the Organizational
        Documents of the Purchaser; (ii) conflict with, violate, result in the
        breach or termination of, or constitute a default under any Contract to which
        the Purchaser is a party or by which the Purchaser or its properties or assets
        is bound, or require a Consent from any Person in order to avoid any such
        conflict, violation, breach, termination or default; (iii) violate any Law
        or
        any Order by which the Purchaser is bound; or (iv) result in the creation
        of any
        Lien upon the properties or assets of the Purchaser, excluding from the
        foregoing clauses (ii), (iii), and (iv), such conflicts, breaches, terminations,
        defaults, violations, Liens or other matters that would not have a Material
        Adverse Effect on the Purchaser. No Order, Permit or waiver, or declaration
        or
        filing with any Governmental Body is required on the part of Purchaser in
        connection with the execution, delivery and performance of this Agreement
        or the
        other Transaction Documents to which it is a party, or the compliance by
        Purchaser with any of the provisions hereof or thereof.

       

      Section
        4.4.  Brokers’
        Fees.
        Purchaser has no Liability or obligation to pay any fees or commissions to
        any
        broker, finder or agent with respect to the transactions contemplated by
        this
        Agreement. Purchaser shall be solely responsible for any obligations described
        in this Section 4.4 and will jointly and severally indemnify and hold the
        Sellers harmless from and against any Losses resulting from or arising out
        of or
        any such obligations or matters.

       

      ARTICLE
        V  

       

      


       

      REPRESENTATIONS
        AND WARRANTIES OF PARENT

       

      Parent
        represents and warrants to the Sellers and AWAC that the following statements
        are correct and complete as of the date hereof and as of the Closing Date.
        

      


      Section
        5.1.  Organization.
        Parent
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Delaware. Parent is duly qualified or authorized to
        do
        business as a foreign corporation and is in good standing under the laws
        of each
        jurisdiction in which it owns or leases real property and each other
        jurisdiction in which the conduct of its business or the ownership of its
        properties requires such qualification or authorization, except where the
        failure to be so qualified or authorized would not have a material adverse
        effect on the business or assets of Parent.

       

      Section
        5.2.  Authorization
        of Transaction.
        The
        execution, delivery and performance of the Transaction Documents to which
        Parent
        is a party have been duly authorized by all necessary action by Parent. Parent
        has full power and authority to execute and deliver this Agreement and each
        other Transaction Document to which it is a party, and to perform its
        obligations hereunder and thereunder. This Agreement and each Transaction
        Document to which Parent is a party has been or will be duly and validly
        executed and delivered and constitutes the valid and legally binding obligation
        of Parent, enforceable against Parent in accordance with its terms, subject
        to
        applicable bankruptcy, insolvency, reorganization, moratorium and similar
        laws
        affecting creditors’ rights and remedies generally and subject, as to
        enforceability, to general principles of equity (regardless of whether
        enforcement is sought in a proceeding at law or in equity). Parent is not
        required to give any notice to, make any filing with, or obtain any
        authorization, consent, or approval of any Governmental Body in order to
        consummate the transactions contemplated by this Agreement and each other
        Transaction Document.

       

      Section
        5.3.  Non-contravention.
        Neither
        the execution and the delivery by Parent of this Agreement and each other
        Transaction Document to which it is or will be a party, nor the consummation
        of
        the transactions contemplated hereby and thereby on the part of Parent, will
        (i)
        conflict with, or result in the breach of, any provision of the Organizational
        Documents of the Parent; (ii) conflict with, violate, result in the breach
        or termination of, or constitute a default under any Contract to which the
        Parent is a party or by which the Parent or its properties or assets is bound,
        or require a Consent from any Person in order to avoid any such conflict,
        violation, breach, termination or default; (iii) violate any Law or any Order
        by
        which the Parent is bound; or (iv) result in the creation of any Lien upon
        the properties or assets of the Parent, excluding from the foregoing
        clauses (ii), (iii), and (iv), such conflicts, breaches, terminations, defaults,
        violations, Liens or other matters that would not have a Material Adverse
        Effect
        on the Parent. No Order, Permit or waiver, or declaration or filing with
        any
        Governmental Body is required on the part of Parent in connection with the
        execution, delivery and performance of this Agreement or the other Transaction
        Documents to which it is a party, or the compliance by Parent with any of
        the
        provisions hereof or thereof.

       

      Section
        5.4.  Status
        of the Shares.
        The
        Parent Shares have been duly authorized and, when issued in accordance with
        the
        terms of this Agreement, will be validly issued, fully paid and nonassessable
        shares of Parent Common Stock and
        will
        be free and clear of all Liens created by or through Parent. The issuance
        and
        delivery of the Parent Shares is not subject to any preemptive right of
        shareholders of Parent that has not been waived or to any right of first
        refusal
        or other right in favor of any person that has not been waived. No shareholder
        vote of the Parent or any of its Affiliates is required to issue the Parent
        Common Stock.

       

      Section
        5.5.  SEC
        Documents.
        Since
        December 31, 2006, Parent has filed all required reports, schedules, forms,
        statements and other documents with the SEC (such documents being referred
        to
        herein collectively as the “Parent
        SEC Documents”).
        As of
        their respective dates, the Parent SEC Documents complied in all material
        respects with the requirements of the Securities Act, or the Securities Exchange
        Act of 1934, as amended (the “Exchange
        Act”),
        as
        the case may be, and the rules and regulations of the SEC promulgated thereunder
        applicable to the Parent SEC Documents, and none of the Parent SEC Documents
        contained any untrue statement of a material fact or omitted 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. The financial statements of Parent included in the Parent SEC
        Documents, as of their respective dates, complied in all material respects
        with
        applicable accounting requirements and the published rules and regulations
        of
        the SEC with respect thereto, were prepared in accordance with GAAP (except,
        in
        the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied
        on a consistent basis during the periods involved (except as may be indicated
        in
        the notes thereto) and fairly present the financial position of Parent and
        its
        consolidated subsidiaries as of the dates thereof and the results of its
        operations and cash flows for the periods then ended (subject, in the case
        of
        unaudited statements, to normal year end audit adjustments and other adjustments
        described therein). 

       

      Section
        5.6.  Brokers’
        Fees.
        Parent
        has no Liability or obligation to pay any fees or commissions to any broker,
        finder or agent with respect to the transactions contemplated by this Agreement.
        Parent shall be solely responsible for any obligations described in this
        Section
        5.6 and will jointly and severally indemnify and hold the Sellers harmless
        from
        and against any Losses resulting from or arising out of or any such obligations
        or matters. 

       

      Section
        5.7.  Litigation.
        There
        is no action, suit or proceeding, claim, arbitration or investigation against
        Parent or any of its Affiliates pending or as to which Parent or any such
        Affiliate has received written notice of assertion which, individually or
        in the
        aggregate, is reasonably likely to have a Material Adverse Effect on Parent
        and
        its Affiliates, taken as a whole, or a material adverse effect on the ability
        of
        Parent or its Affiliates to consummate the transactions contemplated by this
        Agreement. 

       

      Section
        5.8.  Purchase
        Price.
        At the
        Closing, Parent shall have the financial resources available to fund the
        payment
        of the Net Closing Amount. 

       

      Section
        5.9.  No
        Undisclosed Liabilities.
        Except
        as disclosed in the Parent SEC Documents filed prior to the date hereof,
        and
        except for liabilities incurred in the ordinary course of business consistent
        with past practice, Parent and its Affiliates do not have any liabilities,
        either accrued, contingent or otherwise (whether or not required to be reflected
        in the financial statements in accordance with GAAP), and whether due or
        to
        become due, which individually or in the aggregate, are reasonably likely
        to
        have a Material Adverse Effect on the Parent and its Affiliates, taken as
        a
        whole. 

       

      Section
        5.10.  Compliance
        with Laws.
        Parent
        and each of its Affiliates has complied with, is not in violation of, and
        has
        not received any notices of violation with respect to, any federal, state
        or
        local or foreign statute, law or regulation with respect to the conduct of
        its
        business, or the ownership or operation of the 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 the Parent
        and
        its Affiliates, taken as a whole.

       

      ARTICLE
        VI  

       

      


       

      CONDITIONS
        TO CLOSING

       

      Section
        6.1.  Conditions
        Precedent to Obligations of Purchaser at the Closing.
        The
        obligation of Parent and Purchaser to consummate the transactions contemplated
        by this Agreement is subject to the fulfillment, on or prior to the Closing
        Date, of each of the following conditions (any or all of which may be waived
        by
        Parent and Purchaser in whole or in part to the extent permitted by applicable
        Law):

       

      (a)  all
        representations and warranties of any Company and/or any Seller contained
        herein
        shall be true and correct in all material respects on and as of the Closing
        Date
provided,
        however,
        that
        for purposes of the foregoing clause representations and warranties that
        contain
        materiality qualifiers (or the like) shall be true and correct in all
        respects;

       

      (b)  each
        Company and each Seller shall have performed and complied in all material
        respects with all obligations and covenants required by this Agreement to
        be
        performed or complied with by such Company or such Seller on or prior to
        the
        Closing Date;

       

      (c)  there
        shall not have been or occurred any Company Material Adverse Change since
        December 31, 2006;

       

      (d)  no
        Legal
        Proceedings shall have been instituted or threatened or claim or demand made
        against any Company, any Seller, Parent or Purchaser seeking to restrain
        or
        prohibit or to obtain substantial damages with respect to the consummation
        of
        the transactions contemplated hereby;

       

      (e)  there
        shall not be in effect any Order by a Governmental Body of competent
        jurisdiction restraining, enjoining or otherwise prohibiting the consummation
        of
        the transactions contemplated hereby;

       

      (f)  any
        waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
        1976,
        as amended (the “HSR
        Act”),
        applicable to the transactions contemplated by this Agreement shall have
        expired
        or been terminated;

       

      (g)  the
        Employment Agreement shall be in full force and effect and the employee party
        thereto shall not have become employed by any Person other than any Company
        or
        indicated that he does not intend to continue employment with the applicable
        Company following the Closing; 

       

      (h)  Each
        Seller shall have delivered to Purchaser the following: 

       

      (i) certificates
        representing all shares of Capital Stock, endorsed in blank or
        with
        stock powers duly executed to transfer all such Capital Stock to
        Purchaser;

       

      (ii) assignments
        representing all issued and outstanding Membership Interests owned by such
        Seller, executed
        to transfer all Membership Interests to Purchaser; 

       

      (iii) a
        copy of
        IRS Form W-9 duly and properly executed by such Seller; 

       

      (iv) an
        affidavit described in Section 1445(b)(2) of the Code from such Seller in
        form
        and substance reasonably satisfactory to Purchaser; and

      


      (v) such
        other documents, instruments or certificates as shall be reasonably requested
        by
        Purchaser or its counsel.

      


      (i)  The
        Representative shall have delivered to Purchaser the following:

       

      (i) a
        certificate executed by the Representative dated the Closing Date to the
        effect
        that each of the conditions specified in Section 6.1(a) through (c) is satisfied
        in all respects; 

       

      (ii) a
        legal
        opinion of King & Spalding, counsel for the Company, in the form of
Exhibit
        D
        hereto;

       

      (iii) a
        certificate of the secretary of each Company certifying to (A) such Company’s
        attached Organizational Documents, (B) the adoption of resolutions of such
        Company and its shareholders or members, as applicable, and (C) the incumbency
        of the officers signing the Transaction Documents on behalf of such Company
        (together with their specimen signatures); 

       

      (iv) good
        standing certificates for each Company certified by the Secretary of State
        of
        the state of organization of each Company, as of a recent date; 

       

      (v) all
        Consents listed on Schedule II;

       

      (vi) a
        duly
        executed estoppel certificate with respect to each Real Property Lease in
        form
        and substance satisfactory to Purchaser and its counsel;

       

      (vii)    
         letters
        in form and substance reasonably satisfactory to Purchaser from all holders
        of
        Indebtedness of each Company that would be reflected on such Company’s
        consolidated balance sheet as of the Closing Date or that is secured by any
        of
        such Company's assets confirming that, upon payment of amounts specified in
        such letters, such Indebtedness will be fully paid and satisfied and all
        related
        Liens will be released, and providing Purchaser with the authority to file
        appropriate UCC termination statements and other evidences of lien release
        with
        respect thereto (including any such filings to be made with the United States
        Patent and Trademark Office);

       

      (viii) confirmation
        that there is no Indebtedness owing from directors, officers, employees or
        members of any Company as of the time of the Closing; and

       

      (ix) such
        other documents, instruments or certificates as shall be reasonably requested
        by
        Purchaser or its counsel;

       

      (j)  
        all the
        directors and officers of each Company other than AWAC shall have resigned
        effective as of the Closing, except that Dr. Richards shall continue to serve
        as
        a director of IHS and iProcert (and shall be elected to the Board of Directors
        of Purchaser) and shall continue to serve as the President and Chief Executive
        Officer of IHS and iProcert (and shall be elected as the President and Chief
        Executive Officer of Purchaser) (all current directors and officers of the
        Companies being listed on Schedule III), and individuals designated by Purchaser
        shall have been elected or appointed as directors and officers of the Companies
        (other than AWAC), effective as of the Closing; and

       

      (k)  AWAC
        shall have delivered to Purchaser (i) the duly executed Bill of Sale and
        (ii)
        certificates of title to all motor vehicles included in the AWAC Assets (if
        any), duly endorsed for transfer to Purchaser as of the Closing
        Date.

       

      Section
        6.2.  Conditions
        Precedent to Obligations of the Sellers at the Closing.
        The
        obligations of the Sellers to consummate the transactions contemplated by
        this
        Agreement are subject to the fulfillment, prior to or on the Closing Date,
        of
        each of the following conditions (any or all of which may be waived by the
        Representative in whole or in part to the extent permitted by applicable
        Law):

       

      (a)  all
        representations and warranties of Purchaser and Parent contained herein shall
        be
        true and correct in all material respects on and as of the Closing Date (except
        to the extent expressly made as of an earlier date) provided,
        however,
        that
        for purposes of the foregoing clause representations and warranties that
        contain
        materiality qualifiers (or the like) shall be true and correct in all
        respects;

       

      (b)  Purchaser
        and Parent shall have performed and complied in all material respects with
        all
        obligations and covenants required by this Agreement to be performed or complied
        with by Purchaser or Parent, as applicable, on or prior to the Closing Date;
        

       

      (c)  the
        Purchaser shall have delivered to the Representative a certificate executed
        by
        an officer of Purchaser dated the Closing Date, to the effect that each of
        the
        conditions specified in Section 6.2(a) and (b) is satisfied in all
        respects.

       

      (d)  no
        Legal
        Proceedings shall have been instituted or threatened or claim or demand made
        against the Company, any Seller, Parent or Purchaser seeking to restrain
        or
        prohibit or to obtain substantial damages with respect to the consummation
        of
        the transactions contemplated hereby;

       

      (e)  the
        Parent Guaranty shall be in full force and effect;

       

      (f)  there
        shall not be in effect any Order by a Governmental Body of competent
        jurisdiction restraining, enjoining or otherwise prohibiting the consummation
        of
        the transactions contemplated hereby;

       

      (g)  any
        waiting period under the HSR Act applicable to the transactions contemplated
        by
        this Agreement shall have expired or been terminated; 

       

      (h)  Purchaser
        shall have delivered to the Representative an opinion of Akerman Senterfitt
        LLP,
        counsel for Purchaser and Parent, in the form of Exhibit
        E;

       

      (i)  there
        shall not have been or occurred any material adverse change in the assets,
        financial condition or results of operation of Parent or Purchaser since
        December 31, 2006; and

       

      (j)  Purchaser
        shall have delivered to AWAC the duly executed Bill of Sale. 

       

      ARTICLE
        VII  

       

      COVENANTS

       

      Section
        7.1.  General.
        If any
        further action is necessary or desirable to carry out the purposes of this
        Agreement, each of the Parties will take such further action (including the
        execution and delivery of such further instruments and documents) as any
        other
        party reasonably may request.

       

      Section
        7.2.  No
        Solicitation.
        During
        the Closing Period, each Company and Sellers shall, and shall cause their
        respective employees, directors, agents and Affiliates to, immediately suspend
        any existing negotiations or discussions relating to any sale, joint venture
        or
        other transfer of actual or beneficial ownership of any securities, operations
        or any assets of any Company (other than goods and services sold in the ordinary
        course of business) (collectively, an “Acquisition
        Transaction”),
        and
        none of the Companies shall, and each Company and each Seller shall cause
        its
        employees, directors, agents and Affiliates not to, (i) solicit any
        proposals or offers relating to an Acquisition Transaction or
        (ii) negotiate or engage in discussions with any third party concerning any
        proposal or offer for an Acquisition Transaction.

       

      Section
        7.3.  Conduct
        of the Business.
        Except
        as otherwise expressly permitted by this Agreement or as otherwise consented
        to
        by Parent and Purchasers in writing, each Company and the Sellers shall refrain
        from taking or omitting any action which, if taken or omitted prior to the
        date
        hereof, would cause the representations in Section 3.8 to be untrue in any
        material respect.

       

      Section
        7.4.  Information.
        Each
        Company and each Seller shall (and shall cause its accountants, counsel,
        consultants, employees and agents to) give Parent and Purchaser and their
        respective accountants, counsel, consultants, employees and agents, reasonable
        access during normal business hours to, and furnish them with all documents,
        records, work papers and information with respect to, all properties, assets,
        books, contracts, commitments, reports and records of, each Company, as Parent
        and Purchaser shall from time to time reasonably request. In addition, each
        Company and each Seller shall permit Parent and Purchaser, and their
        accountants, counsel, consultants, employees and agents, reasonable access
        to
        such personnel of such Company during normal business hours as may be reasonably
        necessary in connection with their review of the properties, assets and business
        affairs of such Company and the above-mentioned documents, records and
        information. Parent and Purchaser shall have the right, upon giving reasonable
        advance notice, to enter upon and inspect the properties of the
        Companies.

       

      Section
        7.5.  Maintenance
        of Properties; Damage and Destruction.
        (a)
        During the Closing Period, each Company shall (i) use commercially
        reasonable efforts to maintain its assets in the condition and state of repair
        normally maintained by it in the conduct of its business, keep in service
        its
        officers and employees and preserve the goodwill of the Business;
        (ii) maintain its books, accounts and records in the ordinary course of
        business; (iii) comply in all material respects with all Contractual
        obligations; and (iv) comply in all material respects with all applicable
        Laws. 

       

      (b)
        If a
        material portion of the assets and properties of any Company shall be
        substantially damaged or destroyed by fire or other cause on or prior to
        the
        Closing Date, the Representative shall promptly notify Purchaser and furnish
        to
        Purchaser a statement of the amount of insurance, if any, payable on account
        thereof. In the event of damage or destruction of a portion of the assets
        and
        properties of any Company having a Company Material Adverse Effect or that
        may
        reasonably be expected to have a Company Material Adverse Effect, Purchaser
        may
        elect to terminate this Agreement. 

       

      Section
        7.6.  HSR
        Filing.
        The
        Companies and Parent have each filed a premerger notification and report
        form
        under the HSR Act with respect to the transactions contemplated by this
        Agreement. Parent shall pay all filing fees related to the premerger
        notification and report form under the HSR Act. Each Party shall bear its
        own
        counsel fees and all other expenses relating to their respective premerger
        notification and report forms under the HSR Act. Each of the Parties agrees
        to
        use commercially reasonable efforts to promptly respond to any request for
        additional information pursuant to Section (e)(1) of the HSR Act. Nothing
        contained in this Agreement shall be construed so as to require Parent, any
        Company or any of their respective Subsidiaries or Affiliates, to sell, license,
        dispose of, or hold separate, or to operate in any specified manner, any
        of
        their respective assets or businesses (or to agree to any of the foregoing).
        

       

      Section
        7.7.  Litigation
        Support.
        Following the Closing, in the event and for so long as any Party actively
        is
        contesting or defending against any action, suit, proceeding, hearing,
        investigation, charge, complaint, claim, or demand in connection with (i)
        any
        transaction contemplated under this Agreement or (ii) any fact, situation,
        circumstances, status, condition, activity, practice, plan, occurrence, event,
        incident, action, failure to act, or transaction on or prior to the Closing
        Date
        involving any Company, each of the other Parties will cooperate reasonably
        with
        such Party and such Party’s counsel in the contest or defense, make available
        their personnel, and provide such testimony and access to their books and
        records as shall be reasonably necessary in connection with the contest or
        defense, all at the sole cost and expense of the contesting or defending
        Party
        (unless the contesting or defending Party is entitled to indemnification
        therefor hereunder).

       

      Section
        7.8.  Confidentiality.
        From
        and after the date hereof (unless this Agreement is terminated in accordance
        with its terms), each Seller and AWAC (each, an "Obligated
        Party")
        will,
        and will cause such Obligated Party's Affiliates to, hold in strict confidence,
        and will not, and will cause such Obligated Party's Affiliates not to, disclose
        to any third party or use for any purpose, any and all information with respect
        to each Company, its business, the Transaction Documents or the transactions
        contemplated thereby, any information received by any Obligated Party regarding
        the Purchaser or the Parent, or any information regarding the Party’s
        negotiations (collectively, “Confidential
        Information”).
        Notwithstanding the foregoing, each Obligated Party may, and may permit such
        Obligated Party's Affiliates to, disclose Confidential Information (i) if
        compelled to disclose the same by judicial or administrative process or by
        other
        requirements of Law (but subject to the following provisions of this Section),
        (ii) if the same hereafter is in the public domain through no fault of such
        Obligated Party, or (iii) if the same is later acquired by such Obligated
        Party
        from another source that is not under an obligation to another Person to
        keep
        such information confidential. In addition, any Obligated Party may disclose
        Confidential Information (i) in the ordinary course of business consistent
        with
        past practices in connection with such Obligated Party’s post-Closing employment
        and duties with IHS or iProcert, subject to the applicable policies and
        procedures of such Companies, Purchaser and Parent, and (ii) to his attorneys
        and financial advisors so long as such attorneys and financial advisors are
        advised of the confidential nature of such Confidential Information.
        "Confidential Information" shall not include information regarding the
        post-Closing operations of AWAC, if any, that are undertaken in compliance
        with
        this Agreement. If such Obligated Party or any of such Obligated Party's
        Affiliates is requested or required (by oral questions, interrogatories,
        requests for information or documents in legal proceedings, subpoena, civil
        investigative demand or other similar process) to disclose any Confidential
        Information, such Obligated Party shall provide Purchaser with prompt written
        notice of any such request or requirement so that Obligated Party may seek
        a
        protective order or other appropriate remedy and/or waive compliance with
        the
        provisions of this Section. If, in the absence of a protective order or other
        remedy or the receipt of a waiver by Purchaser, such Obligated Party or such
        Affiliate, as the case may be, nonetheless, based on the advice of outside
        counsel, is required to disclose Confidential Information to any tribunal
        or in
        accordance with applicable Law, such Obligated Party or such Affiliate, without
        liability hereunder, may disclose that portion of such information which
        such
        counsel advises such Obligated Party or such Affiliate it is legally required
        to
        disclose. Each Obligated Party acknowledges and agrees that money damages
        would
        not be an adequate remedy for any breach of his agreements contained in this
        Section 7.8 and that in addition to any other remedies available to
        Purchaser, Purchaser shall be entitled to the remedies of injunction, specific
        performance and other equitable relief for any threatened or actual breach
        of
        this Section 7.8. 

       

      Section
        7.9.  Non-Competition.
        As a
        material inducement to Parent and Purchaser to enter into this Agreement,
        Dr.
        Richards agrees as follows:

       

      (j)  During
        the Non-Competition Period, Dr. Richards will not, and Dr. Richards will
        cause
        his Affiliates not to, engage or participate, directly or indirectly, as
        principal, agent, executive, director, proprietor, joint venturer, trustee,
        employee, employer, consultant, stockholder, partner or in any other capacity
        whatsoever, in the conduct or management of, or own any stock or any other
        equity investment in or debt of, or provide any services of any nature
        whatsoever to or in respect of (1) any business that is competitive with
        the
        Business or (2) any Person that is (or was) a customer or client of any Company
        at any time during the Non-Competition Period or during the two years prior
        to
        the date of this Agreement (a "Covered
        Client"),
        provided that (x) nothing herein shall prevent Dr. Richards from making passive
        investments in up to 5% of the common stock of any publicly traded company
        and
        (y) the preceding clause (2) shall not prevent Dr. Richards from providing
        services in any capacity to a Covered Client if (A) the job or service to
        be
        performed or provided by Dr. Richards for or to such Covered Client does
        not
        include the provision of any of the products or services provided by any
        Company
        at any time during the two years prior to the date of commencement of the
        services to be provided to the Covered Client, (B) Dr. Richards will not
        have
        direct or indirect responsibility for, and will not exercise any managerial
        function with respect to, personnel providing such products or services and
        (C)
        the job or service to be performed or provided by Dr. Richards does not involve
        the use or disclosure by Dr. Richards of any Confidential Information (as
        defined below).

       

      (k)  During
        the Non-Competition Period, Dr. Richards will not, and the Dr. Richards will
        cause his Affiliates not to, for or such Affiliate’s own benefit or for the
        benefit of any Person other than any Company, (i) solicit, or assist any
        person
        or entity to solicit, any officer, director, executive or employee of any
        Company to leave his or her employment, (ii) hire or cause to be hired any
        person who is then, or who will have been at any point in time during the
        Non-Competition Period, an officer, a director, an executive or an employee
        of
        any Company, or (iii) engage any Person who is then, or who will have been
        at
        any point in time during the Non-Competition Period, an officer, director,
        executive or employee of any Company as a partner, contractor, sub-contractor
        or
        consultant.

       

      (l)  During
        the Non-Competition Period, Dr. Richards will not, and Dr. Richards will
        cause
        his Affiliates not to, (i) solicit, or assist any person or entity other
        than
        any Company to solicit, any Person that is a client or customer of any Company,
        or has been a client or customer of any Company during the prior twelve (12)
        months, to provide any services competitive with those provided by any Company
        or (ii) interfere with any of the business relationships of any
        Company.

       

      (m)  Dr.
        Richards acknowledges that (i) the markets served by the Companies are national
        in scope and are not dependent on the geographic location of the executive
        personnel or the businesses by which they are employed; and (ii) the above
        covenants are manifestly reasonable on their face, and the parties expressly
        agree that such restrictions have been designed to be reasonable and no greater
        than is required for the protection of Purchaser and are a significant element
        of the consideration hereunder.

       

      (n)  If
        the
        final judgment of a court of competent jurisdiction declares that any term
        or
        provision of this Section 7.9 is invalid or unenforceable, the parties agree
        that the court making the determination of invalidity or unenforceability
        shall
        have the power to reduce the scope, duration, or area of the term or provision,
        to delete specific words or phrases, or to replace any invalid or unenforceable
        term or provision with a term or provision that is valid and enforceable
        that
        comes closest to expressing the intention of the invalid or unenforceable
        term
        or provision, and this Agreement shall be enforceable as so modified after
        the
        expiration of the time within which the judgment may be appealed.

       

      (o)  Dr.
        Richards agrees and acknowledges that in order to assure Parent and Purchaser
        that each of the Companies will retain the value of its operations, it is
        necessary that Dr. Richards undertake not to utilize his special knowledge
        of
        such business operations and Dr. Richards's relationships with customers
        to
        compete with Purchaser. Dr. Richards further acknowledges that: 

       

      (i)
        Dr.
        Richards is engaged in, is knowledgeable about, and provides services in
        connection with all aspects of the Companies’ business;

       

      (ii)
        Dr.
        Richards will continue to occupy a position of trust and confidence with
        the
        Companies and is familiar with, and will continue to become familiar with,
        the
        Companies' trade secrets and with other Confidential Information (as defined
        in
        Section 7.8) concerning the Business;

       

      (iii)
        the
        agreements and covenants contained in Section 7.8 and this Section 7.9 are
        essential to protect the value and goodwill of the Business; and 

       

      (iv)
        the
        provisions contained in Section 7.8 and this Section 7.9 are integral to
        the
        transactions contemplated hereby and that Parent and Purchaser would not
        enter
        into the transactions without the protections afforded by Section 7.8 and
        this
        Section 7.9.

       

      Section
        7.10.  Names
        and Logos.
        From
        and after the Closing, the Obligated Parties and Dr. Richards will not, and
        will
        cause their Affiliates not to, use any names or logos incorporating “AWAC”,
“AWAC.MD”, “Innovative Health Strategies”, “IHS”, “iProcert” or any derivatives
        thereof. Within five (5) business days after Closing, AWAC shall change its
        corporate name to remove any reference to “AWAC” “AWAC.MD” or any other trade
        name used in the Business. Each Seller and AWAC shall file any consents or
        other
        documents required by the South Carolina Secretary of State to permit Purchaser
        to change its name to AWAC LLC or any derivative thereof and shall cooperate
        with Purchaser to ensure that such name is made available to Purchaser upon
        Purchaser’s submission of appropriate documents amending Purchaser’s
        registration as a foreign limited liability company in any jurisdiction where
        Purchaser is so registered. Each Obligated Party and Dr. Richards shall file
        any
        consents or other documents required in any jurisdiction to permit Purchaser
        to
        use an assumed name including AWAC or any derivative thereof and shall cooperate
        with Purchaser to ensure that such name is made available to Purchaser upon
        Purchaser’s submission of appropriate documents. The covenants contained in this
        Section 7.10 shall survive the expiration of the Non-Competition
        Period.  

       

      Section
        7.11.  Corporate
        Existence.
        AWAC
        hereby agrees that it will (and each Seller agrees that he will cause AWAC
        to)
        (i) not commence any dissolution of its corporate existence, liquidation
        or
        winding up, or commence a voluntary proceeding under Title 11 of the United
        States Code, until at least one year from the Closing Date and (ii) timely
        object to the commencement of any involuntary proceeding filed under Title
        11 of
        the United States Code or to any action seeking the appointment of a receiver
        or
        trustee in respect of it or its assets if such petition, proceeding or action
        is
        commenced prior to the first anniversary of the Closing Date. 

       

      Section
        7.12.  Mail;
        Payments.
        From
        and after the Closing, Sellers and AWAC agree to refer to Purchaser all
        customer, supplier, employee or other inquiries or correspondence relating
        to
        the AWAC Assets or the conduct of the Business after the Closing Date. Sellers
        and AWAC further agree to promptly remit to Purchaser all payments and invoices
        received after the Closing Date that relate to the AWAC Assets, the AWAC
        Assumed
        Liabilities or the conduct of the Business after the Closing Date.

       

      Section
        7.13.  Private
        Escapes.
        Prior
        to the Closing, the Private Escapes membership shall have been transferred
        from
        IHS to Dr. Richards personally or his designee unaffiliated with the Business.
        

       

      ARTICLE
        VIII  

       

      


       

      INDEMNIFICATION

       

      Section
        8.1.  Indemnity
        Obligations of the Sellers and AWAC.
        (a) The
        Sellers and AWAC covenant and agree jointly and severally to defend, indemnify
        and hold harmless Purchaser and its Affiliates (including Parent and, following
        the Closing, IHS and iProcert) and the respective officers, directors,
        employees, agents, advisers and representatives of the foregoing (collectively,
        the “Purchaser
        Indemnitees”),
        from
        and against, and to pay or reimburse Purchaser Indemnitees for, any and all
        claims, liabilities, obligations, losses, fines, costs, proceedings or damages
        (whether absolute, accrued, conditional or otherwise and whether or not
        resulting from third party claims), including all reasonable fees and
        disbursements of counsel incurred in the investigation or defense of any
        of the
        same or in asserting any of their respective rights hereunder (collectively,
        “Losses”),
        based
        on, resulting from, arising out of or relating to:

       

      ARTICLE
        I  (i)any
        misrepresentation or breach of any warranty of any Company or any Seller
        contained in the Transaction Documents other than the representations and
        warranties contained in Article II of this Agreement; provided that in
        determining whether any such misrepresentation or breach occurred, any
        materiality qualifiers and Company Material Adverse Effect qualifier contained
        in any representation or warranty herein shall be disregarded;

       

      ARTICLE
        II  (ii)any
        failure of any Company or any Seller to perform any covenant or agreement
        made
        or contained in the Transaction Documents or fulfill any obligation in respect
        thereof; 

       

      ARTICLE
        III  (iii) 
        except (A) as specifically set forth on the Final Closing Statement and (B)
        obligations of any Company to be paid or performed after the Closing Date
        under
        the Contracts disclosed in the Disclosure Schedule (except to the extent
        such
        obligations, but for a breach or default by any Company, would have been
        paid,
        performed or otherwise discharged on or prior to the Closing Date or to the
        extent the same arise out of any such breach or default), any Liabilities
        of any
        Company or any of its Affiliates of any kind or nature whatsoever caused
        by any
        transaction, status, event, condition, occurrence or situation existing,
        arising
        or occurring on or prior to the Closing Date (including the Retained
        Liabilities);

       

      ARTICLE
        IV  (iv) 
        the matters disclosed or required to be disclosed in Section 3.16 of the
        Disclosure Schedule; 

       

      ARTICLE
        V  (v)
        the
        Xelon 419 plan in which Dr. Richards participated (including any Loss arising
        from the disallowance of a tax deduction and any related interest or penalties);
        or

       

      ARTICLE
        VI  (vi)
        any
        Indebtedness or Transaction Expenses that are not reflected on the Final
        Closing
        Statement (or otherwise paid by Purchaser and deducted from payments made
        to the
        Sellers and AWAC).

       

      ARTICLE
        VII  The
        Sellers and AWAC shall not be required to indemnify Purchaser Indemnitees
        with
        respect to any claim for indemnification (other than a claim for indemnification
        based on a breach of the representations and warranties contained in Sections
        3.1, 3.2, 3.9, 3.11(c), 3.14, or 3.24) resulting from or arising out of matters
        described in clause (i) above pursuant to this Section 8.1(a) (and not
        resulting from or arising out of matters described in clauses (ii) through
        (vi) above) unless and until the aggregate amount of all such claims against
        the
        Sellers and AWAC exceeds [***] (the “Threshold
        Amount”),
        in
        which case the Sellers shall be required to indemnify Purchaser Indemnitees
        for
        the full amount of such claims including the Threshold Amount; provided,
        however, that for purposes of calculating whether the Threshold Amount has
        been
        satisfied, claims less than [***]
        shall not be counted. Claims thereafter may be asserted regardless of amount.
        The Sellers' and AWAC’s maximum liability (exclusive of liabilities based on
        claims for indemnification based on a breach of the representations and
        warranties contained in Sections 3.1, 3.2, 3.9, 3.11(c), 3.14 or 3.24) to
        Purchaser Indemnitees under clause (i) above (and not resulting from or arising
        out of matters described in clauses (ii) through (vi) above) shall not exceed
        [***]

       

      (b) Each
        Seller and AWAC covenants and agrees severally to defend, indemnify and hold
        harmless the Purchaser Indemnitees from and against, and to pay or reimburse
        Purchaser Indemnitees for, any and all Losses based on, resulting from, arising
        out of or relating to any misrepresentation or breach of any warranty of
        such
        Seller or AWAC, as the case may be, contained in Article II of this Agreement;
        provided that in determining whether any such misrepresentation or breach
        occurred, any dollar amount thresholds, materiality qualifiers and Company
        Material Adverse Effect qualifier contained in any representation or warranty
        herein shall be disregarded.

      


      (c) The
        Sellers’ and AWAC’s maximum liability for Losses based on, resulting from,
        arising out of or relating to (i) a breach of the representations and warranties
        contained in Sections 3.1, 3.2, 3.11(c), 3.14 or 3.24, or (ii) any
        misrepresentation or breach of any warranty of such Seller in Article II
        pursuant to Section 8.1(b), shall be [***]

       

      Section
        8.2.  Indemnity
        Obligations of Purchaser.
        Purchaser covenants and agrees to defend, indemnify and hold harmless the
        Sellers and AWAC from and against any and all Losses based on, resulting
        from,
        arising out of or relating to:

       

      ARTICLE
        VIII  (i)any
        misrepresentation or breach of warranty of Purchaser or Parent contained
        in the
        Transaction Documents; provided that in determining whether any such
        misrepresentation or breach occurred, any materiality qualifiers contained
        in
        any representation or warranty herein shall be disregarded;

       

      ARTICLE
        IX  (ii)any
        failure of any Purchaser or Parent to perform any covenant or agreement made
        or
        contained in the Transaction Documents or fulfill any other obligation in
        respect thereof; or

       

      Purchaser
        shall not be required to indemnify the Sellers or AWAC with respect to any
        claim
        for indemnification (other than a claim for indemnification based on a breach
        of
        the representations and warranties contained in Sections 4.1, 4.2, 5.1 or
        5.2)
        resulting from or arising out of matters described in clause (i) above
        pursuant to this Section 8.2 (and not resulting from or arising out of matters
        described in clause (ii) above) unless and until the aggregate amount of
        all claims against Purchaser exceeds the Threshold Amount, in which case
        Purchaser shall be required to indemnify the Sellers and AWAC for the full
        amount of such claims including the Threshold Amount. Claims thereafter may
        be
        asserted regardless of amount. Purchaser’s maximum liability (exclusive of
        liabilities based on claims for indemnification based on a breach of the
        representations and warranties contained in Sections 4.1, 4.2, 5.1 or 5.2)
        to
        the Sellers and AWAC under clause (i) above (and not resulting from or arising
        out of matters described in clause (ii) above) shall not exceed [***]

       

      Section
        8.3.  Indemnification
        Procedures.
        

       

      (a)
        Third
        Party Claims.
        In the
        case of any claim asserted by a third party against a party entitled to
        indemnification under this Agreement (the “Indemnified Party”), notice shall be
        given by the Indemnified Party to the party required to provide indemnification
        (the “Indemnifying Party”) as soon as practicable after such Indemnified Party
        has actual knowledge of any claim as to which indemnity may be sought. If
        the
        Indemnifying Party acknowledges that the third party claim is within the
        scope
        of the indemnification obligations of the Indemnifying Party, the Indemnified
        Party shall permit the Indemnifying Party (at the expense of such Indemnifying
        Party) to assume the defense of any third party claim or any litigation with
        a
        third party resulting therefrom; provided, however, that (a) the counsel
        for the Indemnifying Party who shall conduct the defense of such claim or
        litigation shall be subject to the approval of the Indemnified Party (which
        approval shall not be unreasonably withheld or delayed), (b) the
        Indemnified Party may participate in such defense at such Indemnified Party’s
        expense (which shall not be subject to reimbursement hereunder except as
        provided below), and (c) the failure by any Indemnified Party to give
        notice as provided herein shall not relieve the Indemnifying Party of its
        indemnification obligation under this Agreement except and only to the extent
        that such Indemnifying Party is actually damaged as a result of such failure
        to
        give notice. Except with the prior written consent of the Indemnified Party,
        no
        Indemnifying Party, in the defense of any such claim or litigation, shall
        consent to entry of any judgment or enter into any settlement that provides
        for
        injunctive or other nonmonetary relief affecting the Indemnified Party or
        that
        does not include as an unconditional term thereof the giving by each claimant
        or
        plaintiff to such Indemnified Party of a general release from any and all
        liability with respect to such claim or litigation. If the Indemnified Party
        shall in good faith determine that the conduct of the defense of any claim
        subject to indemnification hereunder or any proposed settlement of any such
        claim by the Indemnifying Party might be expected to affect adversely the
        ability of the Indemnified Party to conduct its business, or that the
        Indemnified Party may have available to it one or more defenses or counterclaims
        that are inconsistent with one or more of those that may be available to
        the
        Indemnifying Party in respect of such claim or any litigation relating thereto,
        the Indemnified Party shall have the right at all times to take over and
        assume
        control over the defense, settlement, negotiations or litigation relating
        to any
        such claim at the sole cost of the Indemnifying Party; provided, however,
        that
        if the Indemnified Party does so take over and assume control, the Indemnified
        Party shall not settle such claim or litigation without the prior written
        consent of the Indemnifying Party, such consent not to be unreasonably withheld
        or delayed. If the Indemnifying Party does not accept the defense of any
        matter
        as above provided within thirty (30) days after receipt of the notice from
        the
        Indemnified Party described above, the Indemnified Party shall have the full
        right to defend against any such claim or demand at the sole cost of the
        Indemnifying Party and shall be entitled to settle or agree to pay in full
        such
        claim or demand. In any event, the Indemnifying Party and the Indemnified
        Party
        shall reasonably cooperate in the defense of any claim or litigation subject
        to
        this Article VIII and the records of each shall be reasonably available to
        the
        other with respect to such defense.

       

      (b)
        Non-Third
        Party Claims.
        With
        respect to any claim for indemnification hereunder which does not involve
        a
        third party claim, the Indemnified Party will give the Indemnifying Party
        written notice of such claim. The Indemnifying Party may acknowledge and
        agree
        by notice to the Indemnified Party in writing to satisfy such claim within
        twenty (20) days of receipt of notice of such claim from the Indemnified
        Party.
        If the Indemnifying Party shall dispute such claim, the Indemnifying Party
        shall
        provide written notice of such dispute to the Indemnified Party within such
        20-day period, setting forth in reasonable detail the basis of such dispute.
        Upon receipt of notice of any such dispute, the Indemnified Party and the
        Indemnifying Party shall use reasonable efforts to resolve such dispute within
        thirty (30) days of the date such notice of dispute is received. If the
        Indemnifying Party shall fail to provide written notice to the Indemnified
        Party
        within twenty (20) days of receipt of notice from the Indemnified Party that
        the
        Indemnifying Party either acknowledges and agrees to pay such claim or disputes
        such claim, the Indemnifying Party shall be deemed to have acknowledged and
        agreed to pay such claim in full and to have waived any right to dispute
        such
        claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay
        any
        claim pursuant to this Section 8.3, (b) any dispute under this Section 8.3
        has
        been resolved in favor of indemnification by mutual agreement of the
        Indemnifying Party and the Indemnified Party, or (c) any dispute under this
        Section 8.3 has been finally resolved in favor of indemnification by order
        of a
        court of competent jurisdiction or other tribunal (including an arbitrator
        contemplated by this agreement) having jurisdiction over such dispute, then
        the
        Indemnifying Party shall pay the amount of such claim to the Indemnified
        Party
        within twenty (20) days of the date of acknowledgement by the Indemnifying
        Party
        or final resolution in favor of indemnification, as the case may be, to such
        account and in such manner as is designated in writing by the Indemnified
        Party.

       

      Section
        8.4.  Expiration
        of Representations and Warranties.
        [***]
provided,
        however,
        that
        (i) the representations and warranties stated in Sections 3.9, 3.14 and
        3.18 shall survive the Closing for the period ending on the date that is
        30 days
        after the expiration of the applicable statute of limitations period and
        (ii)
        the representations and warranties stated in Article II and in Sections 3.1,
        3.2, 3.11(c), 3.24, 4.1, 4.2, 5.1 and 5.2 shall survive
        indefinitely.

       

      Section
        8.5.  Exclusive
        Remedy.
        Absent
        fraud or criminal activity and except as provided under Sections 7.8 and
        7.9 and in Article IX, the indemnifications provided for in this Article
        VIII
        shall be the sole and exclusive post-Closing remedies available to any party
        against any other party for any claims under or based upon this
        Agreement.

       

      Section
        8.6.  Set
        Off.
        Subject
        to the limitations set forth in Sections 8.1 and 8.4, if a Seller shall have
        any
        Liability to Purchaser or any other Purchaser Indemnitee, including Parent
        or
        any of its Subsidiaries (pursuant to this Article VIII, Article IX or
        otherwise), Purchaser or such other Purchaser Indemnitee, as the case may
        be,
        shall be entitled, in addition to any other right or remedy they may have,
        to
        exercise rights of set-off against any payments or securities payable or
        deliverable to the Sellers in connection with the Transaction Documents or
        otherwise, including without limitation pursuant to Section 1.5 of this
        Agreement. 

       

      ARTICLE
        IX  

       

      CERTAIN
        TAX MATTERS

       

      Section
        9.1.  Taxable
        Periods That Begin Before and End After the Closing Date.
        For
        purposes of this Agreement, (a) in the case of any taxable period of any
        Company
        that commences prior to and includes (but does not end on) the Closing Date
        (a
“Straddle
        Period”),
        the
        amount of any Taxes based on or measured by income or receipts of any Company
        for the Pre-Closing Tax Period shall be determined based on an interim closing
        of the books as of the close of business on the Closing Date and the amount
        of
        other Taxes of any Company for a Straddle Period which relate to the Pre-Closing
        Tax Period shall be deemed to be the amount of such Tax for the entire taxable
        period multiplied by a fraction the numerator of which is the number of days
        in
        the taxable period ending on the Closing Date and the denominator of which
        is
        the number of days in such Straddle Period; and (b) the amount of Taxes of
        any
        Company for the Pre-Closing Tax Period, whether with respect to a Straddle
        Period or not, shall also be determined as if the taxable period of any
        partnership or other pass-thru entity in which such Company holds a beneficial
        interest terminated as of the close of business on the Closing
        Date.

       

      Section
        9.2.   Tax
        Returns; Tax Sharing Agreements.
        (a) The
        Representative will prepare any income Tax Returns of the Companies for taxable
        periods ending on or before the Closing Date. The Representative shall permit
        Purchaser to review and comment on each such Tax Return prior to filing (other
        than Tax Returns of AWAC) and shall make such revisions to such Tax Returns
        as
        are reasonably requested by Purchaser. Parent will prepare or cause to be
        prepared and file or cause to be filed all other Tax Returns of the Companies
        (other than AWAC) which are filed after the Closing Date. The Sellers agree
        jointly and severally to remit to the applicable Company the amount of any
        Taxes
        due with respect to taxable periods ending on or before the Closing Date
        and the
        amount of any Taxes allocable to the Pre-Closing Tax Period under Section
        9.1
        with respect to a Straddle Period Tax Return within the later of 10 days
        of
        Parent or the applicable Company’s request therefor or 10 days prior to the date
        on which the Tax liability is required to be satisfied, except to the extent
        that the liability for such Taxes was taken into account in determining the
        Closing Working Capital Amount.

       

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

      


      Section
        9.3.  [Intentionally
        Omitted] 

       

      Section
        9.4.  Tax
        Indemnity.
        (a) The
        Sellers and AWAC will jointly and severally indemnify and hold Parent, Purchaser
        and the Companies (other than AWAC) and each of their respective successors
        and
        assigns (each, a “Tax
        Indemnitee”)
        harmless against all Losses attributable to (i) (A) any Taxes of AWAC and
        (B)
        any Taxes of IHS or iProcert for any Pre-Closing Tax Period, (ii) Taxes of
        any
        member of an affiliated, consolidated, combined or unitary group of which
        any
        Company (or any predecessor) is or was a member on or prior to the Closing
        Date,
        including pursuant to Section 1.1502-6 of the Treasury Regulations or any
        analogous or similar state, local or foreign income Tax law or regulation,
        (iii)
        Taxes of any Person other than any Company that are imposed on any Company
        as a
        transferee or successor, by contract, or otherwise, which Taxes related to
        and
        result from an event or transaction occurring prior to the Closing and (iv)
        any
        breach of the covenants in this Article IX; provided,
        however,
        that in
        any such case the Sellers will be liable only to the extent that such Taxes
        exceed the amount, if any, reserved for such Taxes as reflected in Final
        Closing
        Statement. The limitations on indemnification contained in Article VIII will
        not
        apply to any claim for indemnification under this Article IX. If a Party
        has any
        indemnification obligations with respect to any Loss under both this Article
        IX
        and Article VIII, the indemnification obligations under this Article IX will
        control and be their exclusive obligation. Subject to Section 9.4(b), the
        Sellers shall reimburse Parent, Purchaser and the Companies for any Losses
        which
        are the responsibility of any Sellers pursuant to this Section 9.4(a) within
        ten
        days after the later of (i) the incurrence of such Losses or (ii) Parent
        or any
        Company’s request thereof. 

       

      (b)
        After
        the Closing, Parent shall inform the Representative within fifteen (15) days
        of
        its receipt of any notice of any Tax audit, assessment, adjustment, examination
        or proceeding (“Tax
        Contest”)
        relating in whole or in part to Taxes for which a Tax Indemnitee may be entitled
        to indemnity from the Sellers and AWAC hereunder; provided,
        however,
        that
        the failure of Parent to provide such notice shall not affect the Sellers'
        nor
        AWAC’s indemnity obligations under Section 9.4(a) except to the extent that the
        Seller or AWAC is materially prejudiced. If the Representative notifies Parent
        within thirty (30) days following receipt of notice of such Tax Contest that
        the
        Representative intends to exercise his contest rights under this Section
        9.4(b),
        the Representative shall have the right to control such Tax Contest at his
        expense and to employ counsel of his choice. Parent shall have the right
        to
        participate in any such Tax Contest at its own expense, shall be entitled
        to
        control the disposition of any issue in any such Tax Contest that does not
        affect a potential liability of the Sellers or AWAC, and shall be entitled
        to
        jointly control with the Representative the defense and disposition of any
        issue
        in any such Tax Contest that relates to any Straddle Period. Parent shall
        control any other Tax Contests. With respect to a Tax Contest which the
        Representative is entitled to control, the Representative shall have the
        right
        to determine all issues relating to the Tax Contest except that the
        Representative shall not settle any Tax Contest without the prior consent
        of
        Parent (which consent may not be unreasonably withheld). Parent shall deliver
        to
        Representative any power of attorney reasonably required to allow the
        Representative and his counsel to represent Parent and the Companies in
        connection with any Tax Contest that the Representative is entitled to control
        hereunder and shall use its reasonable efforts to provide the Representative
        with such assistance as may be reasonably requested by the Representative
        in
        connection with any such Tax Contest. The Parties each agree to consult with
        and
        to keep the other Parties hereto informed on a regular basis regarding the
        status of any Tax Contest to the extent that such Tax Contest could affect
        a
        liability of such other Party (including indemnity obligations hereunder).
        

      


      (c)
        To
        the extent allowable under applicable law, all amounts payable under Article
        VIII and this Section 9.4 will be treated for Tax purposes as adjustments
        to the Purchase Price. 

      


      (d) Parent,
        the Companies and the Sellers shall cooperate fully, as and to the extent
        reasonably requested by one another, in connection with the preparation and
        filing of Tax Returns and any audit, litigation or other proceeding with
        respect
        to Taxes. Such cooperation shall include the retention and (upon another’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. Parent and the Companies on the one hand,
        and the Sellers on the other, agree (i) to retain all books and records with
        respect to Tax matters pertinent to the Companies relating to any taxable
        periods, and (ii) to give the other party reasonable written notice prior
        to
        transferring, destroying or discarding any such books and records and, if
        so
        requested, the Parent, the Companies, or the Seller, as the case may be,
        shall
        allow the requesting party to take possession of such books and records.
        The
        parties hereto agree, upon request, to use reasonable efforts to obtain any
        certificate or other document from any taxing authority or any other Person
        as
        may be necessary to mitigate, reduce or eliminate any Tax that could otherwise
        be imposed.

       

      (e)
        Any
        refund of Taxes received by Purchaser, IHS or iProcert that relates to a
        pre-Closing Tax of any Company period shall be for the account of the Sellers
        and shall be paid over to the Representative within 10 days after receipt
        thereof except to the extent such refund was taken into account as an asset
        in
        determining the Closing Working Capital Amount. 

       

      ARTICLE
        X  

       

      MISCELLANEOUS

       

      Section
        10.1.  Certain
        Definitions.

       

      For
        purposes of this Agreement, the following terms shall have the meanings
        specified in this Section 10.1:

       

      “Affiliate”
means,
        with respect to any Person, any other Person directly or indirectly controlling,
        controlled by or under common control with such Person, and in the case of
        any
        natural Person shall include all relatives and family members of such Person.
        For purposes of this definition, a Person shall be deemed to control another
        Person if such first Person and/or any relatives or family members of such
        First
        Person directly or indirectly owns or holds five percent (5%) or more of
        the
        ownership interests in such other Person.

       

      “Books
        and Records”
means
        all books and records of each Company, including manuals, price lists, mailing
        lists, lists of customers, sales and promotional materials, purchasing
        materials, documents evidencing intangible rights or obligations, personnel
        records, accounting records and litigation files (regardless of the media
        in
        which stored), in each case relating to or used in the Business.

       

      “Business”
means
        the Companies’ business as conducted or proposed to be conducted as of the date
        hereof, including, without limitation, all activities involving the provision
        of
        cost containment and medical consulting solutions to third party administrators,
        ERISA self-funded plans, fully-insured plans, employer groups, managing general
        underwriters and insurance carriers.

       

      “Closing
        Date Bonus Plan”
means
        the bonus plan annexed to Schedule I to this Agreement.

       

      “Closing
        Period”
means
        the period from the date of the Agreement through the Closing Date.

       

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

       

      “Company
        Material Adverse Change”
or
        “Company
        Material Adverse Effect”
means
        a
        Material Adverse Change or a Material Adverse Effect with respect to the
        Companies, taken as a whole.

       

      “Consent”
means
        any consent, approval, authorization, waiver, permit, grant, franchise,
        concession, agreement, license, exemption or order of, registration,
        certificate, declaration or filing with, or report or notice to, any Person,
        including any Governmental Body.

       

      “Contract”
means
        any contract, agreement, indenture, note, bond, loan, mortgage, license,
        instrument, lease, commitment or other arrangement or agreement.

       

      “Disposition”
        [***] 

      


      “EBIT”
means,
        for any Applicable EBIT Period, [***]

      


      “Environmental
        Law”
means
        any foreign, federal, state or local statute, regulation, ordinance, or rule
        of
        common law as now or hereafter in effect in any way or any other legally
        binding
        requirement relating to the environment, natural resources or protection
        of
        human health and safety including, without limitation, the Comprehensive
        Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601
et seq.),
        the
        Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.),
        the
        Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
        the
        Clean Water Act (33 U.S.C. § 1251 et seq.),
        the
        Clean Air Act (42 U.S.C. § 7401 et seq.)
        the
        Toxic Substances Control Act (15 U.S.C. § 2601 et seq.),
        the
        Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136
et seq.),
        and
        the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.),
        and
        the regulations promulgated pursuant thereto.

      


      “Estimated
        Closing Working Capital Amount”
means
        an amount estimated by the Representative in good faith to equal the Working
        Capital of Purchaser, HIS and iProcert immediately following effectiveness
        of
        the Closing.

      


      “Fair
        Market Value”
means,
        as to the Parent Common Stock, (i) the average closing price of the Parent
        Common Stock as quoted on NASDAQ over a period of 20 consecutive trading
        days
        the latest of which shall be the second trading day prior to the date as
        of
        which "Fair Market Value" is being determined and (ii) as to other securities
        for purposes of Section 1.5(e), the average closing price of the security
        being
        valued as quoted on the relevant exchange or interdealer quotation system
        over a
        period of 20 consecutive trading days the latest of which shall be the second
        trading day prior to the date as of which "Fair Market Value" is being
        determined.

       

      “Final
        Closing Working Capital Amount”
means
        the Closing Working Capital Amount set forth in the Final Closing
        Statement.

       

      “Final
        Indebtedness”
means
        the Closing Indebtedness set forth in the Final Closing Statement.

       

      “Final
        Transaction Expenses”
means
        the Closing Transaction Expenses set forth in the Final Closing
        Statement.

       

      “GAAP”
means
        United States generally accepted accounting principles as in effect from
        time to
        time.

       

      “Governmental
        Approval”
means
        any Consent of, with or to any Governmental Body.

       

      “Governmental
        Body”
means
        any government or governmental or regulatory authority or body thereof, or
        political subdivision thereof, whether federal, state, local or foreign,
        or any
        agency, instrumentality or authority thereof, or any court or arbitrator
        (public
        or private).

       

      “Hazardous
        Material”
means
        any substance, material or waste which is regulated by the United States,
        the
        foreign jurisdictions in which any Company conducts business, or any state,
        local or foreign governmental authority including, without limitation, petroleum
        and its by-products, asbestos, and any material or substance which is defined as
        a “hazardous waste,” “hazardous substance,” “hazardous material,” “restricted
        hazardous waste,” “industrial waste,” “solid waste,” “contaminant,” “pollutant,”
“toxic waste” or “toxic substance” under any provision of Environmental
        Law.

       


        “Indebtedness”
          of any
          Person means, without duplication, (i) the principal, accreted value, accrued
          and unpaid interest, prepayment and redemption premiums or penalties (if
          any),
          unpaid fees or expenses and other monetary obligations in respect of (A)
          indebtedness of such Person for money borrowed and (B) indebtedness evidenced
          by
          notes, debentures, bonds or other similar instruments for the payment of
          which
          such Person is responsible or liable; (ii) all obligations of such Person
          issued
          or assumed as the deferred purchase price of property, all conditional
          sale
          obligations of such Person and all obligations of such Person under any
          title
          retention agreement (but excluding trade accounts payable and other accrued
          current liabilities arising in the ordinary course of business consistent
          with
          past custom and practice (other than the current liability portion of any
          indebtedness for borrowed money)); (iii) all obligations of such Person
          under
          leases required to be capitalized in accordance with GAAP; (iv) all obligations
          of such Person for the reimbursement of any obligor on any letter of credit,
          banker’s acceptance or similar credit transaction; (v) all obligations of such
          Person under interest rate or currency swap transactions (valued at the
          termination value thereof); (vi) all
          obligations of the type referred
          to
          in clauses (i) through (v)
          of any
          Persons for the payment of which such Person is responsible or liable,
          directly
          or indirectly, as obligor, guarantor, surety or otherwise, including guarantees
          of such obligations; and (vii)
          all
          obligations of the type referred to in clauses (i) through
          (vi)
          of
          other Persons secured by (or for which the holder of such obligations has
          an
          existing right, contingent or otherwise, to be secured by) any Lien on
          any
          property or asset of such Person (whether or not such obligation is assumed
          by
          such Person). Notwithstanding the foregoing, "Indebtedness"
          shall
          not include any amount that is an Excluded Liability except to the extent
          that
          IHS or iProcert is liable therefor.


       

      “Initial
        Cash Purchase Price”
        means [***]

       

      “Intellectual
        Property”
means
        (a) all inventions (whether patentable or unpatentable and whether or not
        reduced to practice), all improvements thereto, and all patents, patent
        applications, and patent disclosures, together with all reissuances,
        continuations, continuations-in-part, revisions, extensions, and reexaminations
        thereof, (b) all trademarks, service marks, trade dress, logos, trade names,
        and
        corporate names, together with all translations, adaptations, derivations,
        and
        combinations thereof and including all goodwill associated therewith, and
        all
        applications, registrations and renewals in connection therewith, (c) all
        copyrightable works, all copyrights, and all applications, registrations
        and
        renewals in connection therewith, (d) all mask works and all applications,
        registrations and renewals in connection therewith, (e) all trade secrets
        and
        confidential information (including ideas, research and development, know-how,
        formulas, compositions, manufacturing and production processes and techniques,
        technical data, designs, drawings, specifications, customer and supplier
        lists,
        pricing and cost information, and business and marketing plans and proposals),
        (f) all computer software (including data and related documentation), (g)
        all
        other proprietary rights, and (h) all copies and tangible embodiments thereof
        (in whatever form or medium).

       

      “IRS”
means
        the United States Internal Revenue Service.

       

      “Knowledge”
or
        words of similar effect, regardless of case, means, with respect to the
        Companies, the actual subjective knowledge of (i) Dr. Richards, (ii) Craig
        Trout, and (iii) Jason Boggs, in each case, after conducting such investigation
        as such person determines in good faith to be appropriate under the
        circumstances.

       

      “Law”
means
        any federal, state, local or foreign law (including common law), statute,
        code,
        ordinance, rule, regulation or other requirement.

       

      “Legal
        Proceeding”
means
        any judicial, administrative or arbitral actions, suits, proceedings (public
        or
        private), claims or governmental proceedings.

       

      “Liability”
means
        any liability (whether known or unknown, whether asserted or unasserted,
        whether
        absolute or contingent, whether accrued or unaccrued, whether liquidated
        or
        unliquidated, and whether due or to become due), including any liability
        for
        Taxes.

       

      “Lien”
means
        any lien (including any Tax lien), pledge, mortgage, deed of trust, security
        interest, claim, lease, charge, option, right of first refusal, easement,
        servitude, transfer restriction or any other encumbrance, restriction or
        limitation whatsoever.

       

      “Material
        Adverse Effect”
or
        “Material
        Adverse Change”
with
        respect to a Party means any change or effect that is materially adverse
        to the business, properties, results of operations, prospects or condition
        (financial or otherwise) of the Party or to the ability of the Party to
        consummate timely the transactions contemplated hereby; provided that none
        of
        the following shall be deemed to constitute, and none of the following shall
        be
        taken into account in determining whether there has been, a Material Adverse
        Effect or Material Adverse Change: any adverse change, event, development,
        or
        effect arising from or relating to (1) general business or economic conditions,
        (2) national or international political or social conditions, including the
        engagement by the United States in hostilities, whether or not pursuant to
        the
        declaration of a national emergency or war, or the occurrence of any military
        or
        terrorist attack upon the United States, or any of its territories, possessions,
        or diplomatic or consular offices or upon any military installation, equipment
        or personnel of the United States, (3) financial, banking, or securities
        markets
        (including any disruption thereof and any decline in the price of any security
        or any market index), (4) changes in United States generally accepted accounting
        principles or (5) the taking of any action contemplated by this Agreement
        and
        the other agreements contemplated hereby.

       

      “Net
        Adjustment Amount”
means
        an amount equal to the following:

       

      the
        sum
        of (a) any amount by which the Final Closing Working Capital Amount exceeds
        the Estimated Closing Working Capital Amount, (b)  any amount by which
        Estimated Indebtedness exceeds Final Indebtedness and (c) any amount by
        which Estimated Transaction Expenses exceeds Final Transaction Expenses,
        

       

      minus

       

      the
        sum
        of (i) any amount by which the Estimated Closing Working Capital Amount
        exceeds the Final Closing Working Capital Amount, (ii) any amount by which
        Final
        Indebtedness exceeds Estimated Indebtedness and (iii) any amount by which
        Final
        Transaction Expenses exceed Estimated Transaction Expenses.]

       

      “Net
        Closing Amount”
means
        the Initial Cash Purchase Price less the sum of (i) Escrowed Cash, (ii)
        Estimated Indebtedness, and (iii) Estimated Transaction Expenses and adjusted
        as
        follows:

       

      (a)
        if
        the Estimated Closing Working Capital Amount is less than [***], the Net
        Closing
        Amount will be reduced by an amount equal to the absolute value of such
        difference; and

       

      (b)
        if
        the Estimated Closing Working Capital Amount is greater than [***], the Net
        Closing Amount will be increased by an amount equal to such
        difference.

       

      “Neutral
        Accountant”
means
        (i) Grant Thornton LLP, or if Grant Thornton LLP is not independent in the
        reasonable determination of Purchaser or the Representative, then (ii) an
        independent auditing firm of nationally or regionally recognized standing
        selected by the mutual agreement of Purchaser and the Representative within
        15
        days of the date on which the Neutral Accountant is proposed to begin serving
        or, if Purchaser and the Representative are unable to agree within such period,
        an independent auditing firm of nationally or regionally recognized standing
        selected jointly by two other such firms, one of which shall be specified
        by
        Purchaser and one of which shall be specified by the Representative, within
        15
        days after the expiration of such period. 

       

         “Non-Competition
        Period”
means
        the period from the Closing Date through the fifth anniversary thereof.


       

      “Order”
means
        any order, injunction, judgment, decree, ruling, writ, assessment or arbitration
        award.

       

      “Permitted
        Encumbrances”
means
        (i) statutory liens for current Taxes, assessments or other governmental
        charges
        not yet delinquent or the amount or validity of which is being contested
        in good
        faith by appropriate proceedings and that are set forth on Schedule V, provided
        an appropriate reserve has been established therefor; (ii) mechanics’,
        carriers’, workers’, repairers’ and similar Liens arising or incurred in the
        ordinary course of business that are not material to the business, operations
        and financial condition of the property so encumbered or any Company and
        that
        are set forth on Schedule V; (iii) zoning, entitlement and other land use
        and
        environmental regulations by any Governmental Body, provided that such
        regulations have not been violated; and (iv) such other imperfections in
        title,
        charges, easements, restrictions and encumbrances which do not materially
        detract from the value of or materially interfere with the present use of
        the
        assets subject thereto or affected thereby and that are set forth on Schedule
        V.

       

      “Person”
means
        any individual, corporation, partnership, firm, joint venture, association,
        joint-stock company, trust, unincorporated organization, Governmental Body
        or
        other entity.

       

      “Phantom
        Equity Plan”
means
        The Phantom Common Stock Plan annexed to Schedule I to this
        Agreement.

       

      “Pre-Closing
        Tax Period”
means
        any taxable period ending on or before the Closing Date and the portion,
        ending
        on the Closing Date, of any Straddle Period.

       

      “Release”
means
        any release, spill, emission, leaking, pumping, injection, deposit, disposal,
        discharge, dispersal, migration or leaching into the indoor or outdoor
        environment, or into or out of any property.

       

      “Representative”
means
        Dr. John W. Richards, Jr. or such other person as is appointed as the
        Representative pursuant to Section 1.9. 

       

      “SEC”
means
        the Securities and Exchange Commission.

      


      “Subsidiary”
means,
        as to any Person, any other Person of which a 50% or more of the outstanding
        voting securities or other equity interests are owned, directly or indirectly,
        by such Person.

       

      “Tax”
or
        “Taxes”
shall
        mean means any federal, state, provincial, local or foreign income, alternative
        minimum, accumulated earnings, personal holding company, franchise, capital
        stock, net worth, capital, profits, windfall profits, gross receipts, value
        added, sales, use, goods and services, excise, customs duties, transfer,
        conveyance, mortgage, registration, stamp, documentary, recording, premium,
        severance, environmental (including taxes under Section 59A of the Code or
        any analogous or similar provision of any state, local or foreign law or
        regulation), real property, personal property, ad valorem, intangibles,
        unclaimed property, rent, occupancy, license, occupational, employment,
        unemployment insurance, social security, disability, workers’ compensation,
        payroll, health care, withholding, estimated or other similar tax, duty or
        other
        governmental charge or assessment or deficiencies thereof, and including
        any
        interest, penalties or additions to tax attributable to the
        foregoing.

       

      “Tax
        Return”
means
        any return, report, declaration, form, claim for refund or information return
        or
        statement relating to Taxes, including any schedule or attachment thereto,
        and
        including any amendment thereof.

       

      “Transaction
        Documents”
means,
        with respect to any Person, this Agreement together with any other agreements,
        instruments, certificates and documents executed by such Person in connection
        herewith or therewith or in connection with the transactions contemplated
        hereby
        or thereby (including without limitation any Employment Agreement executed
        by
        such Person).

       

      “Transaction
        Expenses”
means
        the aggregate amount of all out-of-pocket fees and expenses, payable by any
        Company in connection with the negotiation, preparation or execution of this
        Agreement or any other Transaction Documents or any documents or agreements
        contemplated hereby or thereby or the consummation of the transactions
        contemplated hereby or thereby, including, without duplication, (i) any
        fees and expenses incurred to obtain necessary or appropriate waivers, consents
        or approvals of any Governmental Body or third parties; (ii) any fees or
        expenses associated with obtaining the release and termination of any Liens
        (other than Permitted Encumbrances); (iii) all brokers’ or finders’ fees;
        (iv) fees and expenses of counsel, advisors, consultants, investment
        bankers, accountants, and auditors and experts with respect to services they
        perform for or on behalf of, or that are otherwise incurred for the account
        of,
        any Company relating to this Agreement, or the Transaction Documents, or
        the
        transactions contemplated hereby or thereby; (v) all sale, “stay-around,”
retention, change-of-control or similar bonuses or payments to current or
        former
        directors, officers, employees and consultants paid as a result of or in
        connection with the transactions contemplated hereby; (vi) any Tax payments
        or Tax-related indemnification or gross-up payments for which the Company
        is
        obligated with respect of any of the foregoing and (vii) any cost incurred
        or
        committed to be incurred by any Company to purchase D&O insurance "tail
        coverage" for the benefit of the pre-Closing directors of the Company, but
        excluding the Specified Liabilities. Notwithstanding the foregoing,
        "Transaction
        Expenses"
        will
        not include (x) any amount that is an Excluded Liability except to the extent
        that IHS or iProcert is liable therefor, (y) to the extent included in the
        calculation of Working Capital, any payments under the Closing Date Bonus
        Plan
        or (z) any payments contemplated pursuant to the terms of the Agreement to
        be
        made to the participants in the Phantom Equity Plan.

       

      “Treasury
        Regulations”
means
        the regulations promulgated under the Code, including temporary and proposed
        regulations. 

       

      Section
        10.2.  Publicity.
        No
        party shall issue any press release or make any other public announcement
        relating to the subject matter of this Agreement without the prior written
        consent of Parent.

       

      Section
        10.3.  Payment
        of Sales, Use or Similar Taxes; Transfer Taxes.
        The
        Sellers shall be responsible for and pay in a timely manner all sales, use,
        value added, documentary, stamp, gross receipts, registration, transfer,
        conveyance, excise, recording, license and other similar Taxes and fees
        (“Transfer
        Taxes”),
        arising out of or in connection with or attributable to the transactions
        effected pursuant to the Transaction Documents. Each party hereto shall prepare
        and timely file all Tax Returns required to be filed in respect of Transfer
        Taxes that are the primary responsibility of such party under applicable
        Law;
provided,
        however,
        that
        such party’s preparation of any such Tax Returns shall be subject to the other
        party’s approval, which approval shall not be unreasonably withheld or
        delayed.

       

      Section
        10.4.  Expenses.
        Except
        as otherwise provided in this Agreement, each party shall bear all costs
        and
        expenses incurred by such party in connection with the negotiation and execution
        of this Agreement and each other Transaction Document, whether or not the
        transactions contemplated hereby and thereby are consummated.

       

      Section
        10.5.  Specific
        Performance.
        The
        Sellers and the Companies acknowledge and agree that the breach of this
        Agreement would cause irreparable damage to Purchaser and that Purchaser
        will
        not have an adequate remedy at law. Therefore, the obligations of the Sellers
        and the Companies under this Agreement, including, without limitation, the
        Sellers' obligations to sell the Equity Securities to Purchaser and AWAC’s
        obligation to sell the AWAC Assets to Purchaser, shall be enforceable by
        a
        decree of specific performance issued by any court of competent jurisdiction,
        and appropriate injunctive relief may be applied for and granted in connection
        therewith (without the requirement of the posting of a bond or other surety).
        Such remedies shall, however, be cumulative and not exclusive and shall be
        in
        addition to any other remedies which any party may have under this Agreement
        or
        otherwise.

       

      Section
        10.6.  Submission
        to Jurisdiction; Consent to Service of Process.
        The
        Parties hereby irrevocably submit to the non-exclusive jurisdiction of any
        federal or state court located in New York, New York over any dispute arising
        out of or relating to this Agreement or any of the transactions contemplated
        hereby and each Party hereby irrevocably agrees that all claims in respect
        of
        such dispute or any suit, action or proceeding related thereto may be heard
        and
        determined in such courts. The Parties hereby irrevocably waive, to the fullest
        extent permitted by applicable Law, any objection which they may now or
        hereafter have to the laying of venue of any such dispute brought in such
        court
        or any defense of inconvenient forum for the maintenance of such dispute.
        Each
        of the Parties agrees that a judgment in any such dispute may be enforced
        in
        other jurisdictions by suit on the judgment or in any other manner provided
        by
        law.

       

      Section
        10.7.  Entire
        Agreement; Amendments and Waivers.
        This
        Agreement (including the schedules and exhibits hereto) represents the entire
        understanding and agreement between the Parties with respect to the subject
        matter hereof and can be amended, supplemented or changed, and any provision
        hereof can be waived, only by written instrument making specific reference
        to
        this Agreement signed by Purchaser, in the case of an amendment, supplement,
        modification or waiver sought to be enforced against Purchaser or Parent,
        or the
        Representative, in the case of an amendment, supplement, modification or
        waiver
        sought to be enforced against any Seller or any Company. 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 representation, warranty, covenant
        or
        agreement contained herein. The waiver by any Party of a breach of any provision
        of this Agreement shall not operate or be construed as a further or continuing
        waiver of such breach or as a waiver of any other or subsequent breach. No
        failure on the part of any Party to exercise, and no delay in exercising,
        any
        right, power or remedy hereunder shall operate as a waiver thereof, nor shall
        any single or partial exercise of such right, power or remedy by such Party
        preclude any other or further exercise thereof or the exercise of any other
        right, power or remedy. All remedies hereunder are cumulative and are not
        exclusive of any other remedies provided by law.

       

      Section
        10.8.  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without regard to conflicts of law principles
        thereof.

       

      Section
        10.9.  Table
        of Contents and Headings.
        The
        table of contents and section headings of this Agreement are for reference
        purposes only and are to be given no effect in the construction or
        interpretation of this Agreement.

       

      Section
        10.10.  Notices.
        All
        notices and other communications under this Agreement shall be in writing
        and
        shall be deemed given when delivered personally or mailed by certified mail,
        return receipt requested, to the parties (and shall also be transmitted by
        facsimile to the Persons receiving copies thereof) at the following addresses
        (or to such other address as a party may have specified by notice given to
        the
        other party pursuant to this provision):

       

      If
        to the
        Companies:

       

      Innovative
        Health Strategies, Inc./AWAC.MD

      4210
        Columbia Road, Suite 14

      Martinez,
        Georgia 30907

      Attn:
        Dr.
        John W. Richards, Jr.

      Telecopier:
        706-855-1107  

       

      With
        a
        copy to:

       

      King
        & Spalding 

      1180
        Peachtree Street

      Atlanta,
        Georgia 30309

      Attn:
        Jon
        R. Harris, Jr.

      Telecopier:
        404-572-5132

      


      If
        to the
        Representative or any Seller, to the Representative or such Seller in care
        of:

      


      Innovative
        Health Strategies, Inc./AWAC.MD

      4210
        Columbia Road, Suite 14

      Martinez,
        Georgia 30907

      Attn:
        Dr.
        John W. Richards, Jr.

      Telecopier:
        706-855-1107

      


      With
        a
        copy to:

       

      King
        & Spalding 

      1180
        Peachtree Street

      Atlanta,
        Georgia 30309

      Attn:
        Jon
        R. Harris, Jr.

      Telecopier:
        404-572-5132

      


      If
        to
        Parent, to:

      


      inVentiv
        Health Inc.

      200
        Cottontail Lane

      Vantage
        Court North

      Somerset,
        New Jersey 08873

      Attention:
        Chief Executive Officer

      


      With
        a
        copy to:

       

      Akerman
        Senterfitt LLP

      335
        Madison Avenue

      Suite
        2600

      New
        York,
        New York 10017

      Facsimile:
        (212) 880-8965

      Attention:
        Kenneth G. Alberstadt, Esq.

      


      If
        to
        Purchaser, to:

       

      AWAC
        LLC

      in
        care
        of inVentiv Health Inc.

      200
        Cottontail Lane

      Vantage
        Court North

      Somerset,
        New Jersey 08873

      Attention:
        Chief Executive Officer

      


      With
        a
        copy to:

      


      Akerman
        Senterfitt LLP

      335
        Madison Avenue

      Suite
        2600

      New
        York,
        New York 10017

      Facsimile:
        (212) 880-8965

      Attention:
        Kenneth G. Alberstadt, Esq.

      


      Any
        such
        notice or communication shall be deemed to have been received (i) when
        delivered, if personally delivered or transmitted by electronic mail, with
        receipt acknowledgment by the recipient by return electronic mail, (ii) when
        sent, if sent by facsimile on a business day during normal business hours
        (or,
        if not sent on a business day during normal business hours, on the next business
        day after the date sent by facsimile), (iii) on the next business day after
        dispatch, if sent by nationally recognized, overnight courier guaranteeing
        next
        business day delivery, and (iv) on the 5th
        business
        day following the date on which the piece of mail containing such communication
        is posted, if sent by mail.

      


      Section
        10.11.  Severability.
        If any
        provision of this Agreement is invalid or unenforceable, the balance of this
        Agreement shall remain in effect.

       

      Section
        10.12.  Assignment
        of Works.
        Each
        Seller agrees that all Work Product belongs in all instances to the Companies.
        To the extent any Seller previously had or retained any right, title or interest
        of any kind or nature whatsoever in any Work Product, such Seller hereby
        assigns
        all such right, title and interest to the applicable Company and agrees to
        take
        any such action as may be reasonably requested by Purchaser or Parent following
        the Closing to confirm such Company's (or, with respect to AWAC, Purchaser’s)
        exclusive right, title and interest in and to the Work Product. For purposes
        hereof, “Work
        Product”
means
        all inventions, innovations, improvements, technical information, systems,
        software developments, methods, designs, analyses, drawings, reports, service
        marks, trademarks, trade names, logos and all similar or related information
        (whether patentable or unpatentable) which relates to any business conducted
        or
        proposed to be conducted by any Company as of the date hereof.

       

      Section
        10.13.  Binding
        Effect; Assignment.
        This
        Agreement shall not be assigned by any Seller or any Company, and neither
        any
        Seller’s or any Company’s obligations hereunder, or any of them, shall be
        delegated, without the consent of Parent. Subject to the preceding sentence,
        this Agreement shall be binding upon and inure to the benefit of the parties
        and
        their respective successors and assigns. Except as provided in Article IX,
        nothing in this Agreement shall create or be deemed to create any third party
        beneficiary rights in any person or entity not a party to this Agreement.
        

       

      Section
        10.14.  Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which together will constitute one and the
        same
        instrument. Delivery of an executed counterpart of a signature page to this
        Agreement by facsimile shall be effective as delivery of a mutually executed
        counterpart to the Agreement.

       

      Section
        10.15.  Headings.
        The
        section headings contained in this Agreement are inserted for convenience
        only
        and shall not affect in any way the meaning or interpretation of this Agreement.
        

       

      *
        * *


       

      Signatures
        on following page

      


       

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      IN
        WITNESS WHEREOF, this Purchase Agreement has been executed by or on behalf
        of
        each of the Parties as of the day first written above.

       

      


      INNOVATIVE
        HEALTH STRATEGIES, INC.  

      


      


      By /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr.

      Title:
        President

      


      AWAC.MD,
        INC.

      


      


      By /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr. 

      Title:
        President

      


      IPROCERT,
        LLC

      


      


      By /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr.

      Title:
        Manager

      


      INVENTIV
        HEALTH, INC.

      


      


      By /s/
        DAVID BASSIN___________________

      Name:
        David Bassin

      Title:
        Chief Financial Officer and Secretary

      


      AWAC
        LLC

      


      


      By /s/
        DAVID BASSIN___________________

      Name:
        David Bassin

      Title:
        Vice President and Secretary

      


      MEMBERS:

      


      


      /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr.

      


      /s/
        NANCY N. RICHARDS_____________

      Name:
        Nancy N. Richards

      


      


      


      /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr., as custodian for John William Richards, III, under
        the
        Georgia Uniform Gift to Minors Act

      


      /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr., as custodian for Charles Franklin Richards, under
        the
        Georgia Uniform Gift to Minors Act

      


      /s/
        JOHN W. RICHARDS, JR.___________

      Name:
        John W. Richards, Jr., as custodian for Alana Marie Richards, under
        the Georgia Uniform Gift to Minors Act