EXHIBIT
10.1

      


      EXECUTION
VERSION

       

      SECURITIES
AND ASSET PURCHASE AGREEMENT

       

      among

       

      PREMIERE
GLOBAL SERVICES, INC.,

       

      XPEDITE
SYSTEMS HOLDINGS (UK) LIMITED,

       

      PREMIERE
CONFERENCING (CANADA) LIMITED,

       

      XPEDITE
SYSTEMS, LLC

       

      and

       

      EASYLINK
SERVICES INTERNATIONAL CORPORATION

       

      dated
as of

      


      October
21, 2010


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      TABLE
OF CONTENTS

       

      
        
          
            	
                    ARTICLE
      I DEFINITIONS

                  	
                    1

                  
	 
      	 
      
	
                    ARTICLE
      II PURCHASE AND SALE

                  	
                    11

                  
	 
      	 
      
	
                    Section
      2.01 Purchase and Sale

                  	
                    11

                  
	 
      	 
      
	
                    Section
      2.02 Purchase Price

                  	
                    11

                  
	 
      	 
      
	
                    Section
      2.03 Working Capital Adjustment

                  	
                    12

                  
	 
      	 
      
	
                    Section
      2.04 Closing Deliveries

                  	
                    12

                  
	 
      	 
      
	
                    Section
      2.05 Closing

                  	
                    13

                  
	 
      	 
      
	
                    Section
      2.06 Withholding Tax

                  	
                    13

                  
	 
      	 
      
	
                    ARTICLE
      III REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE
      COMPANY

                  	
                    13

                  
	 
      	 
      
	
                    Section
      3.01 Organization and Authority of Sellers

                  	
                    13

                  
	 
      	 
      
	
                    Section
      3.02 Organization, Authority and Qualification of the
    Company

                  	
                    14

                  
	 
      	 
      
	
                    Section
      3.03 Capitalization

                  	
                    14

                  
	 
      	 
      
	
                    Section
      3.04 Subsidiaries

                  	
                    16

                  
	 
      	 
      
	
                    Section
      3.05 No Conflicts; Consents

                  	
                    16

                  
	 
      	 
      
	
                    Section
      3.06 Financial Statements

                  	
                    17

                  
	 
      	 
      
	
                    Section
      3.07 Undisclosed Liabilities

                  	
                    17

                  
	 
      	 
      
	
                    Section
      3.08 Absence of Certain Changes, Events and Conditions

                  	
                    17

                  
	 
      	 
      
	
                    Section
      3.09 Material Contracts

                  	
                    20

                  
	 
      	 
      
	
                    Section
      3.10 Title to Assets; Real Property

                  	
                    21

                  
	 
      	 
      
	
                    Section
      3.11 Condition And Sufficiency of Assets

                  	
                    23

                  
	 
      	 
      
	
                    Section
      3.12 Intellectual Property

                  	
                    23

                  
	 
      	 
      
	
                    Section
      3.13 Inventory

                  	
                    26

                  
	 
      	 
      
	
                    Section
      3.14 Accounts Receivable

                  	
                    26

                  
	 
      	 
      
	
                    Section
      3.15 Customers and Suppliers

                  	
                    26

                  
	 
      	 
      
	
                    Section
      3.16 Insurance

                  	
                    27

                  
	 
      	 
      
	
                    Section
      3.17 Legal Proceedings; Governmental Orders

                  	
                    27

                  
	 
      	 
      
	
                    Section
      3.18 Compliance With Laws; Permits

                  	
                    27

                  


          

        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Section
      3.19 Environmental Matters

                  	
                    28

                  
	 
      	 
      
	
                    Section
      3.20 Employee Benefit Matters

                  	
                    29

                  
	 
      	 
      
	
                    Section
      3.21 Employment Matters

                  	
                    30

                  
	 
      	 
      
	
                    Section
      3.22 Taxes

                  	
                    31

                  
	 
      	 
      
	
                    Section
      3.23 Books and Records

                  	
                    33

                  
	 
      	 
      
	
                    Section
      3.24 Brokers

                  	
                    33

                  
	 
      	 
      
	
                    Section
      3.26 HSR Exemption

                  	
                    33

                  
	 
      	 
      
	
                    ARTICLE
      IV REPRESENTATIONS AND WARRANTIES OF BUYER

                  	
                    34

                  
	 
      	 
      
	
                    Section
      4.01 Organization and Authority of Buyer

                  	
                    34

                  
	 
      	 
      
	
                    Section
      4.02 No Conflicts; Consents

                  	
                    34

                  
	 
      	 
      
	
                    Section
      4.03 Investment Purpose

                  	
                    35

                  
	 
      	 
      
	
                    Section
      4.04 Brokers

                  	
                    35

                  
	 
      	 
      
	
                    Section
      4.05 Legal Proceedings

                  	
                    35

                  
	 
      	 
      
	
                    Section
      4.06 HSR Exemption

                  	
                    35

                  
	 
      	 
      
	
                    ARTICLE
      V COVENANTS

                  	
                    36

                  
	 
      	 
      
	
                    Section
      5.01 Confidentiality

                  	
                    36

                  
	 
      	 
      
	
                    Section
      5.02 Non-competition; Non-solicitation

                  	
                    36

                  
	 
      	 
      
	
                    Section
      5.03 Consents

                  	
                    39

                  
	 
      	 
      
	
                    Section
      5.04 Books and Records

                  	
                    39

                  
	 
      	 
      
	
                    Section
      5.05 Public Announcements

                  	
                    40

                  
	 
      	 
      
	
                    Section
      5.06 License Grant

                  	
                    40

                  
	 
      	 
      
	
                    Section
      5.07 Seller Corporate Guaranties

                  	
                    40

                  
	 
      	 
      
	
                    Section
      5.08 Further Assurances

                  	
                    41

                  
	 
      	 
      
	
                    Section
      5.09 Intentionally Omitted

                  	
                    41

                  
	 
      	 
      
	
                    Section
      5.10 Post-Closing Cooperation

                  	
                    42

                  
	 
      	 
      
	
                    Section
      5.11 Employee Matters

                  	
                    42

                  
	 
      	 
      
	
                    Section
      5.12 Change of Name

                  	
                    42

                  
	 
      	 
      
	
                    Section
      5.13 Receivables

                  	
                    43

                  
	 
      	 
      
	
                    Section
      5.14 Retained Matter

                  	
                    43

                  
	 
      	 
      
	
                    Section
      5.15 Release and Assumption of Certain Liabilities

                  	
                    43

                  


          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    ARTICLE
      VI TAX MATTERS

                  	
                    43

                  
	 
      	 
      
	
                    Section
      6.01 Tax Covenants

                  	
                    43

                  
	 
      	 
      
	
                    Section
      6.02 Termination of Existing Tax Sharing Agreements

                  	
                    45

                  
	 
      	 
      
	
                    Section
      6.03 Tax Indemnification

                  	
                    45

                  
	 
      	 
      
	
                    Section
      6.04 Straddle Period

                  	
                    46

                  
	 
      	 
      
	
                    Section
      6.05 Section 338 Election

                  	
                    46

                  
	 
      	 
      
	
                    Section
      6.06 Contests

                  	
                    46

                  
	 
      	 
      
	
                    Section
      6.07 Cooperation and Exchange of Information

                  	
                    47

                  
	 
      	 
      
	
                    Section
      6.08 Tax Treatment of Indemnification Payments

                  	
                    47

                  
	 
      	 
      
	
                    Section
      6.09 Survival

                  	
                    47

                  
	 
      	 
      
	
                    Section
      6.10 Overlap

                  	
                    47

                  
	 
      	 
      
	
                    Section
      6.11 NJ Tax Matter

                  	
                    47

                  
	 
      	 
      
	
                    Section
      6.12 Refunds

                  	
                    48

                  
	 
      	 
      
	
                    Section
      6.13 Allocation

                  	
                    48

                  
	 
      	 
      
	
                    ARTICLE
      VII CLOSING DELIVERIES

                  	
                    49

                  
	 
      	 
      
	
                    Section
      7.01 Additional Deliveries of Sellers

                  	
                    49

                  
	 
      	 
      
	
                    Section
      7.02 Additional Buyer Deliveries

                  	
                    50

                  
	 
      	 
      
	
                    ARTICLE
      VIII INDEMNIFICATION

                  	
                    50

                  
	 
      	 
      
	
                    Section
      8.01 Survival

                  	
                    50

                  
	 
      	 
      
	
                    Section
      8.02 Indemnification By Sellers

                  	
                    51

                  
	 
      	 
      
	
                    Section
      8.03 Indemnification By Buyer

                  	
                    51

                  
	 
      	 
      
	
                    Section
      8.04 Certain Limitations

                  	
                    52

                  
	 
      	 
      
	
                    Section
      8.05 Indemnification Procedures

                  	
                    54

                  
	 
      	 
      
	
                    Section
      8.06 Payments

                  	
                    56

                  
	 
      	 
      
	
                    Section
      8.07 Tax Treatment of Indemnification Payments

                  	
                    56

                  
	 
      	 
      
	
                    Section
      8.08 Exclusive Remedies

                  	
                    56

                  
	 
      	 
      
	
                    ARTICLE
      IX MISCELLANEOUS

                  	
                    57

                  
	 
      	 
      
	
                    Section
      9.01 Expenses

                  	
                    57

                  
	 
      	 
      
	
                    Section
      9.02 Notices

                  	
                    57

                  
	 
      	 
      
	
                    Section
      9.03 Interpretation

                  	
                    58

                  


          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Section
      9.04 Headings

                  	
                    58

                  
	 
      	 
      
	
                    Section
      9.05 Severability

                  	
                    58

                  
	 
      	 
      
	
                    Section
      9.06 Entire Agreement

                  	
                    58

                  
	 
      	 
      
	
                    Section
      9.07 Successors and Assigns

                  	
                    59

                  
	 
      	 
      
	
                    Section
      9.08 No Third-party Beneficiaries

                  	
                    59

                  
	 
      	 
      
	
                    Section
      9.09 Amendment and Modification; Waiver

                  	
                    59

                  
	 
      	 
      
	
                    Section
      9.10 Governing Law; Submission to Jurisdiction; Waiver of Jury
      Trial

                  	
                    59

                  
	 
      	 
      
	
                    Section
      9.11 Specific Performance

                  	
                    60

                  
	 
      	 
      
	
                    Section
      9.12 Counterparts

                  	
                    60

                  


          

        

      


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

       

      SECURITIES
AND ASSET PURCHASE AGREEMENT

       

      This
Securities and Asset Purchase Agreement (this “Agreement”), dated as of
October 21, 2010, is entered into among PREMIERE GLOBAL SERVICES,
INC., a Georgia corporation (“Parent”), XPEDITE SYSTEMS HOLDINGS (UK)
LIMITED, a company formed under the laws of the United Kingdom (“UK Holdco”), PREMIERE CONFERENCING (CANADA)
LIMITED, a company formed under the laws of Canada (“Canada Holdco”; Parent, UK
Holdco and Canada Holdco are referred to herein each individually as a “Seller” and collectively as
“Sellers”), XPEDITE SYSTEMS, LLC, a
Delaware limited liability company (the “Company”), and EASYLINK SERVICES INTERNATIONAL
CORPORATION, a Delaware corporation (“Buyer”).

       

      RECITALS:

       

      WHEREAS,
Parent conducts the Business (as defined herein), directly or indirectly,
through the Company, the Company’s Subsidiaries (as defined herein), the UK Sub
(as defined herein) and through the use of the Assets (as defined
herein);

       

      WHEREAS,
Parent owns all of the issued and outstanding equity interests (the “Securities”) of the
Company;

       

      WHEREAS,
UK Holdco owns all of the issued and outstanding equity interests (the “UK Interests”) of the UK
Sub;

       

      WHEREAS,
Canada Holdco owns the Assets; and

       

      WHEREAS,
(i) Parent wishes to sell to Buyer, and Buyer wishes to purchase from Parent,
the Securities; (ii) UK Holdco wishes to sell to Buyer, and Buyer wishes to
purchase from UK Holdco, the UK Interests; and (iii) Canada Holdco wishes to
sell to Buyer, and Buyer wishes to purchase from Canada Holdco, the Assets, in
each case in order to transfer ownership of the Business to Buyer, subject to
the terms and conditions set forth herein;

       

      NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

       

      ARTICLE
I

      Definitions

       

      The
following terms have the meanings specified or referred to in this Article I:

       

      “Accounting Referee” has
the meaning set forth in Section 6.01(d).

       

      “Acquired Companies” means
the Company, its Subsidiaries and the UK Sub.

       

      “Action” means any action,
written demand, lawsuit, arbitration, audit, written notice of violation,
proceeding, litigation, citation, summons, subpoena or investigation of any
nature, civil, criminal, administrative, regulatory or otherwise, whether at law
or in equity; provided,
that “Action” shall not include any subpoena regarding the potential violation
of Law by any customer of an Acquired Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Affiliate” of a Person
means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.  Notwithstanding the foregoing, the following Persons shall not
be considered an "Affiliate" for purposes of: (a) the covenants and restrictions
contained in Section
5.02(b) (Buyer Restrictive Covenants) or Section 5.02(a) (Seller
Restrictive Covenants); or (b)  the provisions of Section 5.06 (License Grant)
or Section 8.03(c)
(Specific Buyer Indemnity): (i) an acquirer of all or substantially all
of the equity interests or assets of Buyer (or any Affiliate of such acquirer,
other than Buyer and its Affiliates prior to such acquisition); or (ii) an
acquirer of all or substantially all of the equity interests or assets of Parent
(or any Affiliate of such acquirer, other than Parent or its Affiliates prior to
such acquisition).

       

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

       

      “Allocation Schedule” has the
meaning set forth in Section
6.13.

       

      “Assets” means the Contracts
with the customers identified on Section 1.1 of the Disclosure
Schedules and any related accounts receivable.

       

      “Audited Financial
Statements” has the meaning set forth in Section 3.06.

       

      “Balance Sheet” has the
meaning set forth in Section
3.06.

       

      “Balance Sheet Date” has
the meaning set forth in Section 3.06.

       

      “Benefit Plan” has the
meaning set forth in Section
3.20(a).

       

      “Bill of Sale, Assignment and
Assumption Agreement” has the meaning set forth in Section 7.01(j).

       

      “Business” means the
provision of broadcast fax, transactional fax, transactional email, desktop fax
and voice notification services under the “iSend” and “iNotify” solution sets
through the Assets and the Acquired Companies.

       

      “Business Day” means any
day except Saturday, Sunday or any other day on which commercial banks located
in Atlanta, Georgia are authorized or required by Law to be closed for
business.

       

      “Buyer” has the meaning
set forth in the preamble.

       

      “Buyer Basket
Exclusions” has the meaning set forth in Section 8.04(a).

       

      “Buyer Cap Exclusions” has
the meaning set forth in Section
8.04(c).


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Buyer Indemnitees” has
the meaning set forth in Section 8.02.

       

      “Canada Holdco” has the
meaning set forth in the preamble.

       

       “Closing” has the meaning
set forth in Section
2.05.

       

      “Closing Date” has the
meaning set forth in Section
2.05.

       

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

       

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

       

      “Company Intellectual
Property” has the meaning set forth in Section 3.12(a).

       

      “Company Software” means
all Software that is owned by any of the Acquired Companies and sold, licensed,
leased or otherwise distributed by any of the Acquired Companies or authorized
resellers to end user customers of any of the Acquired Companies’ products or
services.

       

      “Conferencing
Business” means Parent’s and its Affiliates’ audio, video and data
conferencing and collaboration and webcasting services.

       

      “Conferencing Restricted
Business” means any business that would be competitive with the
Conferencing Business, but specifically excluding the Business.

       

      “Conferencing
Territory” means (a) the following Metropolitan Statistical Areas as
defined by the United States Office and Management and Budget as of the date of
this Agreement: (i) Atlanta-Sandy Springs-Marietta, GA MSA, (ii) Austin-Round
Rock-San Marcos, TX MSA, (iii) Boston-Cambridge-Quincy, MA-NH MSA, (iv) Boulder,
CO MSA, (v) Chicago-Joliet-Naperville, IL-IN-WI MSA, (vi) Colorado Springs, CO
MSA, (vii) Dallas-Fort Worth-Arlington, TX MSA (viii) Denver-Aurora-Broomfield,
CO MSA, (ix) Dover, DE MSA, (x) Jacksonville, FL MSA, (xi) Kansas City, MO-KS
MSA, (xii) Los Angeles-Long Beach-Santa Ana, CA MSA, (xiii) Miami-Fort
Lauderdale-Pompano Beach, FL MSA, (xiv) New York-Northern New Jersey-Long
Island, NY-NJ-PA MSA, (xv) Pittsburgh, PA MSA, (xvi) Salt Lake City, UT MSA,
(xvii) San Francisco-Oakland-Fremont, CA MSA, and (xviii)
Washington-Arlington-Alexandria, DC-VA-MD-WV MSA, and (b) the following
countries: (i) Australia, (ii) Austria, (iii), Belgium, (iv) Brazil, (v) Canada,
(vi) China, (vii) Denmark, (viii) Finland, (ix) France, (x) Germany, (xi) Hong
Kong, (xii) India, (xiii) Indonesia, (xiv) Ireland, (xv) Italy, (xvi) Japan,
(xvii) Luxembourg, (xviii) Malaysia, (xix) Netherlands, (xx) New Zealand, (xxi)
Norway, (xxii) Philippines, (xxiii) Russia, (xxiv) Singapore, (xxv) South Korea,
(xxvi) Spain, (xxvii) Sweden, (xxviii) Switzerland, (xxix) Taiwan, (xxx)
Thailand, (xxxi) United Kingdom, and (xxxii) Vietnam.

       

      “Confidential Information” has
the meaning set forth in Section 5.01.

       

      “Contracts” means all
contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments,
undertakings, indentures, joint ventures and all other agreements, commitments
and legally binding arrangements, whether written or oral.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Corporate Guaranty” has the
meaning set forth in Section
5.07(a).

       

      “Current Assets” means
cash and cash equivalents (other than any cash in transit), accounts receivable
(net of allowance for doubtful accounts), lease deposits (whether or not
characterized as current assets) and prepaid expenses, but excluding (a) the
portion of any prepaid expense of which Buyer will not receive the benefit
following the Closing, (b) deferred Tax assets and (c) receivables from any of
the Acquired Companies’ Affiliates, directors, officers or stockholders and any
of their respective Affiliates, in all cases prepared using the same accounting
methods, practices, principles, policies and procedures, with consistent
classifications, judgments and valuation and estimation methodologies that were
used in the preparation of the Audited Financial Statements for the most recent
fiscal year end as if such accounts were being prepared and audited as of a
fiscal year end.

       

      “Current
Liabilities” means accounts payable, accrued Taxes and accrued
expenses, but excluding (a) payables to any of the Acquired Companies’
Affiliates, directors, officers or stockholders and any of their respective
Affiliates, (b) deferred Tax liabilities and contingent Tax liabilities, in each
case, for which a reserve has been established, (c) the current portion of
accrued restructuring costs associated with the Tinton Falls real property lease
and (d) the current portion of long term debt, in all cases prepared using
the same accounting methods, practices, principles, policies and procedures,
with consistent classifications, judgments and valuation and estimation
methodologies that were used in the preparation of the Audited Financial
Statements for the most recent fiscal year end as if such accounts were being
prepared and audited as of a fiscal year end.

       

      “Deductible” has the
meaning set forth in Section
8.04(a).

       

      “Direct Claim” has the
meaning set forth in Section
8.05(c).

       

      “Disclosure
Schedules” means the Disclosure Schedules delivered by Sellers and
Buyer concurrently with the execution and delivery of this
Agreement.

       

      “Dollars or $” means the
lawful currency of the United States.

       

      “Employees” means those
Persons employed by the Acquired Companies as of the Closing and in active
service (other than those on any leave, partial disability or similar inactive
status); provided, however, solely for the purposes of Section 3.20, “Employees”
shall mean those Persons employed by the Acquired Companies as of the Closing
regardless of whether such Persons are in active service.

       

      “Encumbrance” means any
charge, claim, community property interest, pledge, condition, equitable
interest, lien (statutory or other), option, security interest, mortgage,
easement, encroachment, right of way, right of first refusal, or restriction of
any kind, including any restriction on use, voting, transfer, receipt of income
or exercise of any other attribute of ownership.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Environmental
Attributes” means any emissions and renewable energy credits, energy
conservation credits, benefits, offsets and allowances, emission reduction
credits or words of similar import or regulatory effect (including emissions
reduction credits or allowances under all applicable emission trading,
compliance or budget programs, or any other federal, state or regional emission,
renewable energy or energy conservation trading or budget program) that have
been held, allocated to or acquired for the development, construction,
ownership, lease, operation, use or maintenance of the Acquired Companies as of:
(i) the date of this Agreement; and (ii) future years for which allocations have
been established and are in effect as of the date of this
Agreement.

       

      “Environmental
Claim” means any Action, Governmental Order, lien, fine, penalty,
or, as to each, any settlement or judgment arising therefrom, by or from any
Person alleging liability of whatever kind or nature (including liability or
responsibility for the costs of enforcement proceedings, investigations,
cleanup, governmental response, removal or remediation, natural resources
damages, property damages, personal injuries, medical monitoring, penalties,
contribution, indemnification or injunctive relief) arising out of, based on or
resulting from: (a) the presence, Release of, or exposure to, any Hazardous
Materials; or (b) any actual or alleged non-compliance with any Environmental
Law or term or condition of any Environmental Permit.

       

      “Environmental Law” means
any applicable Law, and any Governmental Order or binding agreement with any
Governmental Authority: (a) relating to pollution (or the cleanup thereof) or
the protection of natural resources, endangered or threatened species, human
health or safety, or the environment (including ambient air, soil, surface water
or groundwater, or subsurface strata); or (b) concerning the presence of,
exposure to, or the management, manufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, generation, discharge, transportation,
processing, production, disposal or remediation of any Hazardous Materials. The
term “Environmental Law” includes, without limitation, the following (including
their implementing regulations and any state analogs): the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et
seq. (“CERCLA”); the
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42
U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as
amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic
Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the
Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001
et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments
of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act
of 1970, as amended, 29 U.S.C. §§ 651 et seq.

       

      “Environmental
Notice” means any written directive, notice of violation or
infraction, or notice respecting any Environmental Claim relating to actual or
alleged non-compliance with any Environmental Law or any term or condition of
any Environmental Permit.

       

      “Environmental
Permit” means any Permit, letter, clearance, consent, waiver,
closure, exemption, decision or other action required under or issued, granted,
given, authorized by or made pursuant to Environmental Law.

       

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


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “ERISA Affiliate” means any
Person that, at any relevant time, is or was treated as a single employer with
any of the Acquired Companies for purposes of Section 414 of the Code or Section
4001(b) of ERISA.

       

      “Financial Statements” has
the meaning set forth in Section 3.06.

       

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

       

      “Governmental
Authority” means any federal, state, local or foreign government or
political subdivision thereof, or any agency or instrumentality of such
government or political subdivision, or any self-regulated organization or other
non-governmental regulatory authority or quasi-governmental authority, including
any consumer protection agency (in each case, to the extent that the rules,
regulations or orders of such organization or authority have the force of Law),
or any arbitrator, court or tribunal of competent jurisdiction.

       

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

       

      “Guarantied Contract” has the
meaning set forth in Section
5.07(b).

       

      “Hazardous
Materials” means: (a) any material, substance, chemical, waste,
product, derivative, compound, mixture, solid, liquid, mineral or gas, in each
case, whether naturally occurring or manmade, that is hazardous, acutely
hazardous, toxic, or words of similar import or regulatory effect under
Environmental Laws; and (b) any petroleum or petroleum-derived products, radon,
radioactive materials or wastes, asbestos in any form, lead or lead-containing
materials, urea formaldehyde foam insulation, polychlorinated biphenyls and
greenhouse gases (including, without limitation, carbon dioxide, methane,
nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulphur
hexafluoride).

       

      “HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

       

       “HSR Exemption” means the
exemption, in reliance upon HSR Rule 802.4 (in combination with HSR Rule
802.50(a)), described in the HSR Exemption Letter, inclusive (though not
separately addressed in the HSR Exemption Letter) of the acquisition of the
Assets from Canada Holdco.

       

      “HSR Exemption Letter” means
that certain letter, dated August 11, 2010, from Buyer’s counsel to the Federal
Trade Commission.

       

      “HSR Rule” means any rule, as
amended, promulgated under the HSR Act.

       

      “HSR Target Group” means,
collectively: (i) Xpedite Systems, LLC, together with all entities it controls
(within the meaning of the HSR Rules); (ii) UK Sub, together with all entities
it controls (within the meaning of the HSR Rules); and (iii) the
Assets.

       

      “Indemnifiable Tax Liability” has the
meaning set forth in Section
6.06(a).


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “Indemnified Party” has
the meaning set forth in Section 8.05.

       

      “Indemnifying Party” has
the meaning set forth in Section 8.05.

       

      “Insurance Policies” has
the meaning set forth in Section 3.16.

       

      “Intellectual
Property” has the meaning set forth in Section 3.12(a).

       

      “Intellectual Property
Registrations” has the meaning set forth in Section 3.12(b).

       

      “Interim Balance
Sheet” has the meaning set forth in Section 3.06.

       

      “Interim Balance Sheet
Date” has the meaning set forth in Section 3.06.

       

      “Interim Financial
Statements” has the meaning set forth in Section 3.06.

       

      “Knowledge of Sellers or Sellers’
Knowledge” or any other similar knowledge qualification, means the
actual knowledge of those persons set forth in Section 1.2 of the Disclosure
Schedules, in each case after reasonable inquiry; provided, however, that for
purposes of Section
3.12, “reasonable inquiry,” as used in this definition, shall mean the
inquiry that has been conducted in the past by the persons set forth in Section 1.2 of the Disclosure
Schedules solely in the ordinary course of such person's daily responsibilities
for Parent and its Affiliates, and shall not include any special inquiry in
connection with or by virtue of this Agreement or the transactions contemplated
hereby.

       

      “Law” means any statute,
law, ordinance, regulation, rule, code, order, constitution, treaty, common law,
judgment, decree, other requirement or rule of law of any Governmental
Authority.

       

      “Liabilities” has the
meaning set forth in Section
3.07.

       

      “Licensed Intellectual
Property” has the meaning set forth in Section 3.12(a).

       

      “Limited License” has the
meaning set forth in Section
3.12(i).

       

      “Losses” means losses,
damages, liabilities, judgments, interest, awards, penalties, fines, costs or
expenses of whatever kind, including reasonable attorneys’ fees, and the cost of
enforcing any right to indemnification hereunder; provided, however, that
“Losses” shall not
include special or consequential damages, including lost profits, diminution in
value or punitive damages, except in the case of fraud determined in a final,
non-appealable judgment from a court of competent jurisdiction or, with respect
to punitive damages, to the extent actually awarded to a Governmental Authority
or other third party.

       

      “Mansell SPA” has the meaning
set forth in Section
5.08(b).


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      “Material Adverse
Effect” means any event, occurrence, fact, condition or change that
is, individually or in the aggregate, materially adverse to (a) the business,
results of operations, financial condition or assets (including the Assets) of
the Business (taken as a whole), or (b) the ability of Sellers to consummate the
transactions contemplated hereby; provided, however, that
“Material Adverse Effect” shall not include any event, occurrence, fact,
condition, or change, directly or indirectly, arising out of or attributable to:
(i) changes, conditions or effects that generally affect the industries in
which the Acquired Companies operate; (ii) any change, effect or circumstance
resulting from an action required by the Transition Services Agreements or due
to the announcement or consummation of the transactions contemplated hereby; or
(iii) conditions caused by acts of terrorism or war (whether or not declared);
provided further,
however, that any event, occurrence, fact, condition, or change referred
to in clauses (i) or (iii) immediately above shall be taken into account in
determining whether a Material Adverse Effect has occurred to the extent that
such event, occurrence, fact, condition, or change has a disproportionate effect
on the Acquired Companies compared to other participants in the industries in
which the Acquired Companies conduct their businesses.

       

      “Material Contracts” has
the meaning set forth in Section 3.09(a).

       

      “Material Customers” has
the meaning set forth in Section 3.15(a).

       

      “Material Suppliers” has
the meaning set forth in Section 3.15(b).

       

      “NJ Tax Matter” has the meaning
set forth in Section 1.2
of the Disclosure Schedules.

       

      “Organizational Documents”
means (a) the articles or certificate of incorporation and the bylaws of a
corporation; (b) the partnership agreement and any statement of partnership
of a general partnership; (c) the limited partnership agreement and the
articles or certificate of limited partnership of a limited partnership;
(d) the limited liability company agreement and the certificate or articles
of formation of a limited liability company; (e) any charter or similar document
adopted or filed in connection with the creation, formation, or organization of
a Person; and (f) any amendment to any of the foregoing.

       

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

       

      “Permits” means all
permits, licenses, franchises, approvals, authorizations, registrations,
certificates, variances and similar rights obtained, or required to be obtained,
from Governmental Authorities.

       

      “Permitted
Encumbrances” has the meaning set forth in Section 3.10(a).

       

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

       

      “Post-Closing Tax
Period” means any taxable period beginning after the Closing Date
and, with respect to any Straddle Period, the portion of such Straddle Period
beginning after the Closing Date.

       

      “Pre-Closing Restructuring” has
the meaning set forth in Section 1.2 of the Disclosure
Schedules.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


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

       

       “Pre-Closing Taxes” means
Taxes of the Acquired Companies for any Pre-Closing Tax Period.

       

      “Purchase Price” has the
meaning set forth in Section
2.02.

       

      “Qualified Benefit
Plan” has the meaning set forth in Section 3.20(d).

       

      “Real Property” means the
real property owned, leased or subleased by any of the Acquired Companies,
together with all buildings, structures and facilities located
thereon.

       

      “Reconciliation Period” has the
meaning set forth in Section
2.03(a).

       

      “Release” means any actual
or threatened release, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, abandonment, disposing or
allowing to escape or migrate into or through the environment (including,
without limitation, ambient air (indoor or outdoor), surface water, groundwater,
land surface or subsurface strata or within any building, structure, facility or
fixture).

       

      “Representative” means,
with respect to any Person, any and all directors, officers, employees,
consultants, financial advisors, counsel, accountants and other agents of such
Person.

       

      “Restricted
Business” means any business that would be competitive with the
Business, but specifically excluding the Conferencing Business; provided, that the Restricted
Business shall not include any services or applications that are incident to the
Conferencing Business.

       

      “Restricted Period” has
the meaning set forth in Section 5.02(a).

       

      “Retained Matter” has the
meaning set forth in Section
1.2 of the Disclosure Schedules.

       

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

       

      “Sellers” has the meaning
set forth in the preamble.

       

      “Seller Basket
Exclusions” has the meaning set forth in Section 8.04(b).

       

      “Seller Cap
Exclusions” has the meaning set forth in Section 8.04(d).

       

      “Seller Indemnitees” has
the meaning set forth in Section 8.03.

       

      “Senior Facility” has the
meaning set forth in Section
7.01(i).

       

      “Software” has the meaning
set forth in Section
3.12(a)(vi).

       

      “Straddle Period” has the
meaning set forth in Section
6.04.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      “Subsidiary” means any Person
with respect to which a specified Person (and/or any Subsidiary thereof) owns a
majority of the equity securities or other equity interests or has the power to
elect a majority of that Person’s board of directors or similar governing body,
or otherwise has the power, directly or indirectly, to direct the business and
policies of that Person.

       

      “Taxes” means all federal,
state, local, foreign and other income, gross receipts, sales, use, production,
ad valorem, transfer, franchise, registration, profits, license, lease, service,
service use, withholding, payroll, employment, unemployment, estimated, excise,
severance, environmental, stamp, occupation, premium, property (real or
personal), real property gains, windfall profits, customs, duties or other
taxes, fees, assessments or charges of any kind whatsoever, together with any
interest, additions or penalties with respect thereto and any interest in
respect of such additions or penalties, and including all other liabilities with
respect to Taxes of another Person under Section 1.1502-6 of the Treasury
Regulations (or any similar provision of state, local or foreign Tax Law), as a
transferee or successor, by contract or otherwise, as a result of an
affiliation, merger, or other event occurring at any time prior to the
Closing.

       

      “Tax Claim Notice” has the
meaning set forth in Section
6.06(a).

       

      “Tax Consolidated Companies”
means any U.S. consolidated income tax filing group of which any of the Acquired
Companies is a part.

       

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

       

      “Territory” means the (a)
the following Metropolitan Statistical Areas as defined by the United States
Office and Management and Budget as of the date of this Agreement: (i)
Atlanta-Sandy Springs-Marietta, GA MSA, (ii) Austin-Round Rock-San Marcos, TX
MSA, (iii) Boston-Cambridge-Quincy, MA-NH MSA, (iv) Boulder, CO MSA, (v)
Chicago-Joliet-Naperville, IL-IN-WI MSA, (vi) Colorado Springs, CO MSA, (vii)
Dallas-Fort Worth-Arlington, TX MSA (viii) Denver-Aurora-Broomfield, CO MSA,
(ix) Dover, DE MSA, (x) Jacksonville, FL MSA, (xi) Kansas City, MO-KS MSA, (xii)
Los Angeles-Long Beach-Santa Ana, CA MSA, (xiii) Miami-Fort Lauderdale-Pompano
Beach, FL MSA, (xiv) New York-Northern New Jersey-Long Island, NY-NJ-PA MSA,
(xv) Pittsburgh, PA MSA, (xvi) Salt Lake City, UT MSA, (xvii) San
Francisco-Oakland-Fremont, CA MSA, and (xviii) Washington-Arlington-Alexandria,
DC-VA-MD-WV MSA, and (b) the following countries: (i) Australia, (ii) Belgium,
(iii) France, (iv) Germany, (v) Hong Kong, (vi) Ireland, (vii) Italy, (viii)
Japan, (ix) Luxembourg, (x) Malaysia, (xi) New Zealand, (xii) Singapore, (xiii)
South Korea, (xiv) Spain,  (xv) Switzerland, and (xvi) the United
Kingdom.

       

      “Third Party Claim” has
the meaning set forth in Section 8.05(a).

       

      “Transaction
Documents” means this Agreement, the Bill of Sale, Assignment and
Assumption Agreement and the Transition Services Agreements.

       

      “Transition Services
Agreements” has the meaning set forth in Section
7.01(h).


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      “Treasury Regulations” means
the regulations of the Department of Treasury promulgated under the
Code.

       

      “UK Holdco” has the
meaning set forth in the preamble.

       

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

       

      “UK Sub” means Premiere
Global Services (UK) Limited, a company formed under the laws of the United
Kingdom.

       

      “Working Capital” means:
(a) the Current Assets of the Acquired Companies (determined on a consolidated
basis) plus the
accounts receivable in respect of the Assets, less (b) the Current Liabilities
of the Acquired Companies (determined on a consolidated basis) plus the accounts
payable in respect of the provision of services in respect of the Assets, in all
cases determined as of the Closing, based on the values as of October 31, 2010,
adjusted to the Closing Date values pursuant to the principles and procedures
set forth on Section 1.3
of the Disclosure Schedules.

       

       “Working Capital
Statement” has the meaning set forth in Section 2.03(a).

       

      “Working Capital
Surplus” has the meaning set forth in Section 2.03(b).

       

      “Working Capital
Target” has the meaning set forth in Section 2.03(b).

       

      ARTICLE
II

      Purchase
and sale

       

      Section
2.01      Purchase and Sale. 
Subject to the terms and conditions set forth herein, at the Closing, (i)
Parent shall sell and deliver to Buyer, and Buyer shall purchase and take
delivery from Parent, the Securities, (ii) UK Holdco shall sell and deliver to
Buyer, and Buyer shall purchase and take delivery from UK Holdco, the UK
Interests, and (iii) Canada Holdco shall sell and deliver to Buyer, and Buyer
shall purchase and take delivery from Canada Holdco, the Assets.

       

      Section
2.02      Purchase Price. Subject to
adjustment pursuant to Section
2.03, the aggregate purchase price for: (i) the Securities is
Ninety-Seven Million Six Hundred Sixty-Five Thousand Dollars ($97,665,000); (ii)
the UK Interests is Six Million Five Hundred Thousand Dollars ($6,500,000); and
(iii) the Assets is Eight Hundred Thirty-Five Thousand Dollars ($835,000)
(collectively, the “Purchase
Price”). 


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Section
2.03      Working Capital
Adjustment.

       

      (a)           Within
forty-five (45) days after the Closing, Parent shall deliver to Buyer a
statement setting forth the Working Capital (the “Working Capital Statement”),
prepared using the same accounting methods, practices, principles, policies and
procedures, with consistent classifications, judgments and valuation and
estimation methodologies that were used in the preparation of the Audited
Financial Statements for the most recent fiscal year end, as adjusted pursuant
to the principles and procedures set forth on Section 1.3 of the Disclosure
Schedules.   If Buyer does not agree that the Working Capital
Statement correctly states the Working Capital, Buyer shall promptly (but not
later than 30 days after the delivery to it of the Working Capital Statement)
give written notice to Parent of any exceptions thereto (in reasonable detail
describing the nature of the disagreement asserted).  If Parent and Buyer
reconcile their differences in writing within 20 days after written notice of
exceptions is delivered to Parent (the “Reconciliation Period“), the
Working Capital calculation shall be adjusted accordingly and shall thereupon
become binding, final and conclusive upon all of the parties hereto and
enforceable in a court of law.  If the dispute relates to an accounting
issue and if Parent and Buyer are unable to reconcile their differences during
the Reconciliation Period, the accounting items in dispute shall be submitted to
the Accounting Referee for final determination.  The Working Capital
calculation shall be deemed adjusted in accordance with the determination of the
Accounting Referee and shall become binding, final and conclusive upon all of
the parties hereto and enforceable in a court of law.  The Accounting
Referee shall be instructed to act within 20 days (or such longer period as
Parent and Buyer may agree) to resolve all accounting items.  If the
dispute involves a non-accounting issue and such dispute cannot be reconciled
within the Reconciliation Period, the dispute shall be settled by a court of
competent jurisdiction (in accordance with Section 9.10).  If Buyer
does not give written notice of any exception within 30 days after the delivery
to it of the Working Capital Statement or if Buyer gives written notification of
its acceptance of the Working Capital Statement prior to the end of such 30 day
period, the Working Capital set forth in the Working Capital Statement shall
thereupon become binding, final and conclusive upon all the parties hereto and
enforceable in a court of law.

       

      (b)           If
the Working Capital is less than Six Million Four
Hundred Thousand Dollars ($6,400,000) (the “Working Capital
Target”),  then within five Business Days after the final
determination of Working Capital (in accordance with Section 2.03(a)), the Parent
shall pay Buyer the amount by which the Working Capital is less than the Working
Capital Target.  If the Working Capital is greater than the Working
Capital Target, then within five Business Days after the final determination of
Working Capital (in accordance with Section 2.03(a)), Buyer shall:
(i) pay Parent the lesser of (A) the amount by which the Working Capital is
greater than the Working Capital Target, or (B) Two Million Dollars ($2,000,000)
(such lesser amount referred to herein as the “Working Capital Surplus”);
(ii) transfer, and/or cause one or more of the Acquired Companies to transfer,
to Parent and/or one or more of its Subsidiaries, an amount of cash retained in
the non-U.S. Acquired Companies as of the Closing Date (“Foreign Cash”) equal to an
amount of cash necessary to satisfy the Working Capital Surplus; or (iii) at its
option, any combination of the foregoing in order to satisfy the Working Capital
Surplus; provided, that
the value of any Foreign Cash transferred to Parent or one of its Subsidiaries
pursuant to this Section
2.03(b) shall be valued at the exchange rate used by the New York branch
of Bank of America, N.A. on the Closing Date.

       

      Section
2.04      Closing
Deliveries.

       

      (a)           Simultaneously
with the execution hereof, Buyer is delivering to Parent, UK Holdco and Canada
Holdco, as applicable:

       

      (i)           the
portions of the Purchase Price in respect of the Securities, the UK Interests
and the Assets by wire transfer of immediately available funds to an account of
Parent, Canada Holdco and UK Holdco, as applicable, in each case designated in
writing by Parent, Canada Holdco and UK Holdco to Buyer no later than two
Business Days prior to the Closing Date; and


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (ii)          the
Transaction Documents and all other agreements, documents, instruments or
certificates required to be delivered by Buyer at or prior to the Closing
pursuant to Section 7.02
of this Agreement.

       

      (b)           Simultaneously
with the execution hereof, Parent, UK Holdco and Canada Holdco, as applicable,
are delivering to Buyer:

       

      (i)           certificates
evidencing the Securities and the UK Interests, if any, free and clear of all
Encumbrances, duly endorsed in blank or accompanied by instruments of transfer
duly executed in blank; and

       

      (ii)          the
Transaction Documents and all other agreements, documents, instruments or
certificates required to be delivered by Sellers pursuant to Section 7.01 of this
Agreement.

       

      Section
2.05      Closing.  Subject to the
terms and conditions of this Agreement, the closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place on
the date hereof (the “Closing
Date”).

       

      Section
2.06      Withholding Tax.  Buyer
and the Company shall be entitled to deduct and withhold from the Purchase Price
all Taxes that Buyer and the Company are required to deduct and withhold under
any provision of Tax Law.  All such withheld amounts shall be treated as
delivered to Sellers hereunder.

       

      ARTICLE
III

      Representations
and Warranties of Sellers and the Company

       

      Except as
set forth in the correspondingly numbered Section of the Disclosure Schedules,
Sellers and the Company (jointly and severally) represent and warrant to Buyer
that the statements contained in this Article III are true and
correct as of the Closing.

       

      Section
3.01      Organization and Authority of
Sellers.  Parent is a corporation duly organized, validly existing
and in good standing under the Laws of the State of Georgia.  Each of
Canada Holdco and UK Holdco is a company duly organized, validly existing and in
good standing under the Laws of its respective jurisdiction of formation. 
Each of Sellers has full corporate power and authority to enter into this
Agreement and the other Transaction Documents to which each such Person is a
party, to carry out each such Person’s obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby. The execution
and delivery by each of Sellers of this Agreement and any other Transaction
Document to which each such Person is a party, the performance by each such
Person of its obligations hereunder and thereunder and the consummation by each
such Person of the transactions contemplated hereby and thereby have been duly
authorized by all requisite corporate action on the part of each such Person.
This Agreement has been duly executed and delivered by each of Sellers, and
(assuming due authorization, execution and delivery by each other party thereto)
this Agreement constitutes a legal, valid and binding obligation of each such
Person enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization and other similar
laws affecting the rights of creditors generally, and to the exercise of a
court’s equitable powers.  Each other Transaction Document to which each of
Sellers is a party has been duly executed and delivered by each such Person, and
(assuming due authorization, execution and delivery by each other party thereto)
such Transaction Document will constitute a legal and binding obligation of each
such Person enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization and other similar
laws affecting the rights of creditors generally, and to the exercise of a
court’s equitable powers.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      Section
3.02      Organization, Authority and
Qualification of the Company.  The Company is a limited liability
company duly organized, validly existing and in good standing under the Laws of
the State of Delaware and has full limited liability company power and authority
to own, operate or lease the properties and assets now owned, operated or leased
by it, to carry on its business as it is currently conducted, to enter into this
Agreement and the other Transaction Documents to which the Company is a party,
to carry out its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. Section 3.02 of the Disclosure
Schedules sets forth each jurisdiction in which the Company is licensed or
qualified to do business, and the Company is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the properties
owned or leased by it or the operation of its business as currently conducted
makes such licensing or qualification necessary, except where the failure to be
so licensed or qualified or in good standing would not, individually or in the
aggregate, have a Material Adverse Effect. The execution and delivery by the
Company of this Agreement and any other Transaction Document to which the
Company is a party, the performance by the Company of its obligations hereunder
and thereunder and the consummation by the Company of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
limited liability company action on the part of the Company. This Agreement has
been duly executed and delivered by the Company, and (assuming due
authorization, execution and delivery by each other party thereto) this
Agreement constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization and other similar
laws affecting the rights of creditors generally, and to the exercise of a
court’s equitable powers.  Each other Transaction Document to which the
Company is a party has been duly executed and delivered by the Company, and
(assuming due authorization, execution and delivery by each other party thereto)
such Transaction Document will constitute a legal and binding obligation of the
Company enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization and other similar
laws affecting the rights of creditors generally, and to the exercise of a
court’s equitable powers.

       

      Section
3.03      Capitalization.

       

      (a)           The
Securities constitute all of the issued and outstanding equity interests of the
Company. All of the Securities have been duly authorized, are validly issued,
fully paid and non-assessable, and are owned of record and beneficially by
Parent, free and clear of all Encumbrances. Upon consummation of the
transactions contemplated by this Agreement (in accordance with the terms of
this Agreement), Buyer shall own all of the Securities, free and clear of all
Encumbrances.  The UK Interests constitute all of the issued and
outstanding equity interests of the UK Sub. All of the UK Interests have been
duly authorized, are validly issued, fully paid and non-assessable, and are
owned of record and beneficially by the UK Holdco, free and clear of all
Encumbrances. Upon consummation of the transactions contemplated by this
Agreement (in accordance with the terms of this Agreement), Buyer shall own all
of the UK Interests, free and clear of all Encumbrances.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (b)           All
of the Securities were issued in compliance with applicable Laws. None of the
Securities were issued in violation of any agreement, arrangement or commitment
to which Parent or the Company is a party or is subject to or in violation of
any preemptive or similar rights of any Person.  All of the UK Interests
were issued in compliance with applicable Laws. None of the UK Interests were
issued in violation of any agreement, arrangement or commitment to which the UK
Holdco or the UK Sub is a party or is subject to or in violation of any
preemptive or similar rights of any Person.

       

      (c)           There
are no outstanding or authorized options, warrants, convertible securities or
other similar rights, agreements, arrangements or commitments of any character
relating to the equity interests of the Company or obligating Parent or the
Company to issue or sell any equity interests of, or any other interest in, the
Company. The Company does not have outstanding or authorized any equity interest
appreciation, phantom equity, profit participation or similar rights. There are
no voting trusts, interestholder agreements, proxies or other agreements or
understandings in effect with respect to the voting or transfer of any of the
Securities.  There are no outstanding or authorized options, warrants,
convertible securities or other similar rights, agreements, arrangements or
commitments of any character relating to the equity interests of the UK Sub or
obligating the UK Holdco or the UK Sub to issue or sell any equity interests of,
or any other interest in, the UK Sub. The UK Sub does not have outstanding or
authorized any equity interest appreciation, phantom equity, profit
participation or similar rights. There are no voting trusts, interestholder
agreements, proxies or other agreements or understandings in effect with respect
to the voting or transfer of any of the UK Interests.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Section
3.04      Subsidiaries.  Set forth
in Section 3.04 of the
Disclosure Schedules is a true, correct and complete list of the following for
the UK Sub and each Subsidiary of the Company:  (i) its
jurisdiction of incorporation or organization, (ii) its authorized capital
stock or other equity interests, (iii) the number of issued and outstanding
shares of its capital stock or other equity interests and (iv) the holder
or holders of such shares or other equity interests.  None of the Company,
any of its Subsidiaries or the UK Sub owns beneficially or otherwise, directly
or indirectly, any capital stock of, or other securities, equity or ownership
interest in, or has any obligation to form or participate in, any corporation,
partnership or other Person.  Each of the Company’s Subsidiaries and the UK
Sub is a corporation or company, as applicable, duly organized, validly existing
and in good standing under the Laws of its jurisdiction of incorporation or
organization, as applicable, set forth opposite its name in Section 3.04 of the Disclosure
Schedules and has full corporate or company, as applicable, power and authority
to own, operate or lease the properties and assets now owned, operated or leased
by it and to carry on its business as it has been and is currently conducted.
Section 3.04 of the
Disclosure Schedules sets forth each jurisdiction in which the Company’s
Subsidiaries and the UK Sub are licensed or qualified to do business (where
applicable), and each of such Subsidiaries and the UK Sub is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which
the properties owned or leased by it or the operation of its business as
currently conducted makes such licensing or qualification necessary, except
where the failure to be so licensed or qualified or in good standing would not,
individually or in the aggregate, have a Material Adverse Effect.  All of
the outstanding shares of capital stock or other equity interests of each of the
Company’s Subsidiaries have been duly authorized, are validly issued, fully paid
and non-assessable, and, except as set forth in Section 3.04 of the Disclosure
Schedules, are owned of record and beneficially by the Company or its
Subsidiary, free and clear of all Encumbrances.  The Company or one of its
Subsidiaries, as applicable, has good and marketable title to the shares of
capital stock or other equity interests of each Subsidiary of the Company owned
by such Person. All of the outstanding shares of capital stock or other equity
interests of each of the Subsidiaries were issued in compliance with applicable
Laws. None of the outstanding shares of capital stock or other equity interests
of any of the Subsidiaries of the Company was issued in violation of any
agreement, arrangement or commitment to which Parent, the Company or any such
Subsidiary is a party or is subject to or in violation of any preemptive or
similar rights of any Person.  There are no outstanding or authorized
options, warrants, convertible securities or other rights, agreements,
arrangements or commitments of any character relating to the equity interests of
any of the Subsidiaries of the Company or obligating Parent, the Company or any
such Subsidiaries to issue or sell any equity interests of, or any other
interest in, the Company. None of the Subsidiaries of the Company has
outstanding or authorized any stock or equity interest appreciation, phantom
stock or equity, profit participation or similar rights. There are no voting
trusts, stockholder agreements, proxies or other agreements or understandings in
effect with respect to the voting or transfer of any of the outstanding shares
of capital stock or other equity interests of any of the Subsidiaries of the
Company.

       

      Section
3.05      No Conflicts; Consents. The
execution, delivery and performance by each Seller of this Agreement and the
other Transaction Documents to which any Seller is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a)
conflict with or result in a violation or breach of, or default under, any
provision of the Organizational Documents of any Seller or any of the Acquired
Companies; (b) conflict with or result in a violation or breach in any material
respect of any provision of any Law or Governmental Order applicable to any
Seller or any of the Acquired Companies; (c) require the consent, notice or
other action by any Person under, conflict with, result in a violation or breach
of, constitute a default or an event that, with or without notice or lapse of
time or both, would constitute a default under, result in the acceleration of or
create in any party the right to accelerate, terminate, modify or cancel any
Material Contract or any material Permit affecting the Assets or properties,
assets or business of any of the Acquired Companies; or (d) result in the
creation or imposition of any Encumbrance other than Permitted Encumbrances on
any Asset or any properties or assets of any of the Acquired Companies. No
consent, approval, Permit, Governmental Order, declaration or filing with, or
notice to, any Governmental Authority is required by or with respect to any
Seller or any of the Acquired Companies in connection with the execution and
delivery of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby, except for
such filings as may be required under the HSR Act (in the event the HSR
Exemption shall not be available) and such consents, approvals, Permits,
Governmental Orders, declarations, filings or notices which, in the aggregate,
would not have a Material Adverse Effect.


      
        
           


        

        
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      Section
3.06      Financial Statements. 
Complete copies of the carve-out consolidated audited financial
statements consisting of the balance sheet of the Business as of December 31 in
each of the years 2009 and 2008 and the related statements of income and
retained earnings, and cash flow for the years then ended (the “Audited Financial
Statements”), and unaudited financial statements consisting of the
carve-out consolidated balance sheet of the Business as of June 30, 2010 and the
related statements of income and retained earnings, equity interestholders’
equity and cash flow for the six month period then ended (the “Interim Financial Statements”
and together with the Audited Financial Statements, the “Financial Statements”) have
been delivered to Buyer. The Financial Statements present fairly, in all
material respects, the carve-out consolidated financial position of the
Business, in conformity with GAAP applied on a consistent basis throughout the
period involved, subject, in the case of the Interim Financial Statements, to
normal and recurring year-end adjustments (the effect of which will not be
materially adverse) and the absence of notes (that, if presented, would not
differ materially from those presented in the Audited Financial Statements). The
Financial Statements are based on the books and records of Sellers and their
Affiliates that pertain to the Business in all material respects, and may not
necessarily be indicative of the conditions that would have existed or the
results of operations of the Business if the Business had been operated through
unaffiliated entities of Parent.  Consistent with carve-out financial
statements, portions of certain income and expenses represent allocations made
from Parent that are directly attributable to the Business.  The carve-out
consolidated balance sheet of the Business as of December 31, 2009 is referred
to herein as the “Balance
Sheet” and the date thereof as the “Balance Sheet Date” and the
carve-out consolidated balance sheet of the Business as of June 30, 2010 is
referred to herein as the “Interim Balance Sheet” and the
date thereof as the “Interim
Balance Sheet Date”. The Company maintains a standard system of
accounting established and administered in accordance with GAAP.  Parent
has established and maintains a system of “internal controls over financial
reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
with respect to Parent and its Affiliates on a consolidated basis; provided, however, that Sellers make no
representation, implied or otherwise, as to any system of "internal controls
over financial reporting" maintained by or applicable to any or all of the
Acquired Companies on a carve-out basis.

       

      Section
3.07      Undisclosed Liabilities. 
None of the Acquired Companies has any liabilities, obligations or
commitments of any nature whatsoever, asserted or unasserted, known or unknown,
absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise
(“Liabilities”) of a
type that would be required to be reflected in, reserved against or otherwise
described on a balance sheet prepared in accordance with GAAP or the notes
thereto, except (a) those which are adequately reflected or reserved against in
the Interim Balance Sheet as of the Interim Balance Sheet Date, and (b) those
which have been incurred in the ordinary course of business consistent with past
practice since the Interim Balance Sheet Date.

       

      Section
3.08      Absence of Certain Changes, Events
and Conditions.  Since the Interim Balance Sheet Date, and other
than in the ordinary course of business consistent with past practice or in
connection with the Pre-Closing Restructuring, there has not been, with respect
to each of the Acquired Companies or any of the Assets, any:

       

      (a)           event,
occurrence or development that has had, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;

       

      (b)           amendment
of the Organizational Documents of any of the Acquired
Companies;


      
        
           


        

        
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      (c)           split,
combination or reclassification of any of the Acquired Companies’ capital stock
or other equity interests;

       

      (d)           issuance,
sale or other disposition of any of the Acquired Companies’ capital stock or
other equity interests, or grant of any options, warrants or other rights to
purchase or obtain (including upon conversion, exchange or exercise) any of the
Acquired Companies’ capital stock or other equity interests;

       

      (e)           declaration
or payment of any dividends or distributions on or in respect of any of the
Acquired Companies’ capital stock or other equity interests or redemption,
purchase or acquisition of any of the Acquired Companies’ capital stock or other
equity interests;

       

      (f)            material
change in any method of accounting or accounting practice of any of the Acquired
Companies, except as required by GAAP or as disclosed in the notes to the
Financial Statements;

       

      (g)           material
change in any of the Acquired Companies’ cash management practices and its
policies, practices and procedures with respect to collection of accounts
receivable, establishment of reserves for uncollectible accounts, accrual of
accounts receivable, prepayment of expenses, payment of trade accounts payable,
accrual of other expenses, deferral of revenue and acceptance of customer
deposits;

       

      (h)           incurrence,
assumption or guarantee of any indebtedness for borrowed money except unsecured
current obligations and Liabilities incurred in the ordinary course of business
consistent with past practice;

       

      (i)            transfer,
assignment, sale or other disposition of any material asset shown or reflected
in the Interim Balance Sheet or cancellation of any material debts or
entitlements reflected thereon;

       

      (j)            transfer
or assignment of any material rights under or with respect to any Intellectual
Property;

       

      (k)           material
damage, destruction or loss (whether or not covered by insurance) to any of the
Acquired Companies’ property material to such Acquired Company’s
business;

       

      (l)            any
capital investment in, or any loan to, any other Person (other than an Acquired
Company);

       

      (m)          acceleration,
termination, material modification to or cancellation of any Material
Contract;

       

      (n)           any
material capital expenditures;

       

      (o)           imposition
of any Encumbrance (other than Permitted Encumbrances) upon any of the Assets or
any of the Acquired Companies’ properties, capital stock or other equity
interests or assets, tangible or intangible;


      
        
           


        

        
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      (p)           grant
of any material bonuses, whether monetary or otherwise, or any material general
wage or salary increases in respect of any of the Acquired Companies’ Employees,
directors, officers or consultants, other than as provided for in any written
agreements or consistent with past practice, or material change in the terms of
employment for any Employee, director, officer or consultant;

       

      (q)           entry
into or termination of any employment agreement (other than an at-will offer
letter) providing for a base salary or collective bargaining agreement, written
or oral, or material modification of the terms of any such existing
agreement;

       

      (r)           any
loan to, or entry into any other transaction with, any of the Acquired
Companies’ directors, officers and Employees;

       

      (s)           entry
into a new line of business or abandonment or discontinuance of existing lines
of business;

       

      (t)           adoption
of any plan of merger, consolidation, reorganization, liquidation or dissolution
or filing of a petition in bankruptcy under any provisions of federal or state
bankruptcy Law or consent to the filing of any bankruptcy petition against it
under any similar Law;

       

      (u)           purchase,
lease or other acquisition of the right to own, use or lease any property or
assets for an amount in excess of $100,000, individually (in the case of a
lease, per annum) or $200,000 in the aggregate (in the case of a lease, for the
entire term of the lease, not including any option term), except for purchases
of equipment or supplies in the ordinary course of business consistent with past
practice;

       

      (v)           acquisition
by merger or consolidation with, or by purchase of a substantial portion of the
assets or stock of, or by any other manner, any business or any Person or any
division thereof;

       

      (w)           adoption,
amendment, modification or termination of any material bonus, profit sharing,
incentive or severance plan, Benefit Plan, Contract or commitment for the
benefit of any of the Acquired Companies’ consultants, contractors, Employees or
directors (in each case to the extent that such adoption, amendment,
modification or termination would result in any liability to Buyer or any of the
Acquired Companies), and in each case except as expressly set forth in Section 5.11;

       

      (x)           action
by any of the Acquired Companies to make, change or rescind any Tax election,
amend any Tax Return or take any position on any Tax Return, take any action,
omit to take any action or enter into any other transaction that would have the
effect of increasing the Tax liability or reducing any Tax asset of Buyer in
respect of any Post-Closing Tax Period; or

       

      (y)           any
Contract to do any of the foregoing, or any action or omission that would result
in any of the foregoing.

       

      
        
          
          

        

        
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      Section
3.09           Material
Contracts.

       

      (a)          Section 3.09(a) of the
Disclosure Schedules lists each of the following Contracts of the Acquired
Companies or which constitutes an Asset (such Contracts, together with all
Contracts concerning the occupancy, management or operation of any Real Property
(including without limitation, brokerage contracts) listed or otherwise
disclosed in Section
3.10(b) of the Disclosure Schedules and all Contracts concerning Software
referenced in Section
3.12(f) that are being transferred pursuant to this Agreement other than
a Limited License, “Material
Contracts”):

       

       (i)           each
current Contract of each of the Acquired Companies (or which constitutes an
Asset) involving payments by or to any Acquired Company (or Canada Holdco, as
applicable) in excess of $200,000 over the twelve-month period ended June 30,
2010 and which cannot be cancelled by the applicable Acquired Company (or, with
respect to the Contracts constituting an Asset, the Canada Holdco) without
penalty or without more than 90 days’ notice; provided that, with respect to any
customer Contract satisfying the foregoing conditions, Section 3.09(a) of the
Disclosure Schedule shall only be required to identify the relevant customer and
the location where such Contract has been made available to Buyer;

       

       (ii)          all
Contracts that require any of the Acquired Companies to purchase their total
requirements of any product or service from a third party and that: (A) involved
payments by an Acquired Company (or Canada Holdco, as applicable) in excess of
$100,000 in the twelve-month period ended June 30, 2010; and (B) cannot be
cancelled by the Acquired Company (or, with respect to the Contracts
constituting an Asset, Canada Holdco) without penalty or without more than 90
days’ notice;

       

       (iii)         all
Contracts (other than customer Contracts, vendor Contracts, real property
leases, personal property leases, reseller agreements, sales agency agreements
and software licenses entered into in the ordinary course of business consistent
with past practice) that provide for the indemnification by any of the Acquired
Companies or, with respect to the Contracts constituting an Asset, Canada Holdco
of any Person;

       

       (iv)         all
Contracts executed within the past five (5) years that relate to the acquisition
or disposition of any business, a material amount of stock or assets of any
other Person or any real property (whether by merger, sale of stock, sale of
assets or otherwise);

       

       (v)     
    all employment agreements (other than at-will offer
letters and collective bargaining agreements) and Contracts with independent
contractors or consultants (or similar arrangements) to which any of the
Acquired Companies or, with respect to the Contracts constituting an Asset,
Canada Holdco is a party and (A) under which any such U.S. Employee, independent
contractor or consultant received more than $100,000 in total compensation for
the fiscal year ending December 31, 2009, or (B) which are not cancelable
without material payments in excess of such payments as are mandated by
applicable Law upon cancellation or without more than 90 days’ notice
irrespective of compensation;

       

       (vi)         except
for Contracts relating to trade payables, all Contracts relating to indebtedness
for borrowed money (including guarantees by any Acquired Company or, with
respect to the Contracts constituting an Asset, the Canada Holdco related
thereto) of any of the Acquired Companies or, with respect to the Contracts
constituting an Asset, the Canada Holdco, in each case that will survive the
Closing;

       

      
        
          
          

        

        
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       (vii)        all
Contracts that limit or purport to limit the ability of any of the Acquired
Companies or, with respect to the Contracts constituting an Asset, Canada Holdco
to compete in any line of business or with any Person or in any geographic area
or during any period of time;

       

       (viii)   
   any Contracts to which any of the Acquired Companies or, with
respect to the Contracts constituting an Asset, Canada Holdco is a party that
provide for any joint venture, partnership or similar arrangement by the
Acquired Company or Canada Holdco;

       

       (ix)         all
Contracts between or among any of the Acquired Companies or, with respect to the
Contracts constituting an Asset, Canada Holdco, on the one hand, and any Seller
or any Affiliate of any Seller (other than another Acquired Company), on the
other hand, in each case that will survive the Closing; and

       

       (x)           other
than Contracts with an Acquired Company's customers, sales agents or resellers,
all licenses, sublicenses and other agreements pursuant to which any of the
Acquired Companies or, with respect to the Contracts constituting an Asset,
Canada Holdco grants rights or authority to any Person with respect to any
Company Intellectual Property or Licensed Intellectual Property.

       

      (b)           Each
Material Contract is valid and binding on the applicable Acquired Company or,
with respect to the Contracts constituting an Asset, Canada Holdco and, to
Sellers’ Knowledge, each other party thereto in accordance with its terms
(subject to applicable bankruptcy, insolvency, moratorium, reorganization and
other similar laws affecting the rights of creditors generally, and to the
exercise of a court’s equitable powers) and is in full force and effect. None of
the applicable Acquired Companies or, with respect to the Contracts constituting
an Asset, Canada Holdco or, to Sellers’ Knowledge, any other party thereto is in
breach of or default under (or is alleged to be in breach of or default under)
in any material respect, or, to Sellers' Knowledge, has provided or is in
receipt of any written notice of any current intention to terminate, any
Material Contract. To the Knowledge of Sellers, no event or circumstance has
occurred that, with notice or lapse of time or both, would constitute an event
of default under any Material Contract or result in a termination thereof or
would cause or permit the acceleration or other changes of any right or
obligation or the loss of any benefit thereunder. Complete and correct copies of
each Material Contract (including all modifications, amendments and supplements
thereto and waivers thereunder) have been made available to Buyer.

       

      Section
3.10           Title to Assets; Real
Property.

       

      (a)           The
Acquired Companies do not own any Real Property.  The Acquired
Companies have good and valid title to, or a valid leasehold interest in, all
Real Property and tangible personal property and other tangible assets reflected
on the Interim Balance Sheet or acquired after the Interim Balance Sheet Date,
other than the Assets and other than properties and assets sold or otherwise
disposed of in the ordinary course of business consistent with past practice
since the Balance Sheet Date or as part of the Pre-Closing Restructuring. Canada
Holdco has good and valid title to the Assets.  All such Real Property
and tangible personal property and other tangible assets (including leasehold
interests) and the Assets are free and clear of Encumbrances except for the
following (collectively referred to as “Permitted
Encumbrances”):

       

      
        
          
          

        

        
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       (i)           those
items set forth in Section
3.10(a) of the Disclosure Schedules;

       

       (ii)           liens
for Taxes not yet due and payable (or the subject of an extension) or being
contested in good faith by appropriate procedures and for which there are
adequate accruals or reserves on the books of account of the relevant Acquired
Company;

       

       (iii)         mechanics,
carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the
ordinary course of business consistent with past practice or amounts that are
not delinquent and which are not, individually or in the aggregate, material to
the business of the Acquired Companies;

       

       (iv)         easements,
rights of way, zoning ordinances and other similar encumbrances affecting Real
Property which do not, individually or in the aggregate, materially impede the
business of the Acquired Companies as currently conducted; or

       

       (v)          liens
arising under original purchase price conditional sales contracts and equipment
leases with third parties entered into in the ordinary course of business
consistent with past practice.

       

      (b)          Section 3.10(b) of the
Disclosure Schedules lists all leases affecting the Real Property to which any
Seller or any Acquired Company is a party.  Sellers have delivered or
made available to Buyer true, complete and correct copies of all such leases
identified in Section
3.10(b) of the Disclosure Schedules.  The Acquired Companies
are not a sublessor or grantor under any sublease or other instrument granting
to any other Person any right to the possession, lease, occupancy or enjoyment
of any leased Real Property, and no other Person occupies any portion of the
Real Property other than in connection with the Conferencing Business. The use
and operation of the Real Property in the conduct of the Acquired Companies’
current business do not violate in any material respect any Law, covenant,
condition, restriction, easement, license, permit or agreement. Each lease
identified on the Disclosure Schedules is in full force and effect, and are the
only documents evidencing the agreement, oral or written, of the landlord and
tenant thereunder with respect to the Real Property.  All sums due and
owing each landlord under each lease through the Closing has been paid in
full.  There are no uncured defaults or any situation which, with the
passage of time, would result in a default on some future date by either
landlord or tenant under a lease, and there are no disputes between landlord and
tenant concerning any lease or the Real Property.  None of the Sellers
or any Acquired Company has received written notice from the landlord applicable
to the Real Property that there are any Actions pending or threatened against or
affecting the Real Property or any portion thereof or interest therein in the
nature or in lieu of condemnation or eminent domain
proceedings.

       

      
        
          
          

        

        
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      Section
3.11           Condition and Sufficiency of
Assets.  The furniture, fixtures, machinery, equipment and
other items of tangible personal property of the Acquired Companies are in good
operating condition and repair (normal wear and tear excepted), and are suitable
for the uses to which they are being put currently, and none of such furniture,
fixtures, machinery, equipment and other items of tangible personal property is
in need of maintenance or repairs except for ordinary, routine maintenance and
repairs that are consistent with past practices as reflected in the Financial
Statements. Except: (a) for the matters and items set forth on Section 3.11 of the Disclosure
Schedules; (b) to the extent properties and assets are being provided pursuant
to the Transition Services Agreements; (c) for the assets, systems and personnel
utilized by Parent and its Affiliates to provide the services pursuant to the
Transition Services Agreements; and (d) for any items which do not have a value,
individually or in the aggregate, in excess of $100,000, immediately following
the Closing (and during the term of the Transition Services Agreements), the
Acquired Companies shall have the furniture, fixtures, machinery, equipment and
other items of tangible personal property and other rights used by the Acquired
Companies to conduct the Business as currently conducted; provided, however, that if additional
assets or rights are required for the Acquired Companies to operate the Business
post-Closing and similar or substitutable services are being provided pursuant
to the Transition Services Agreements, or if an alleged breach of the
representation contained in the second sentence of this Section 3.11 is due to the
performance (or non-performance) of Parent or its Affiliates under the
Transition Services Agreements, then, in each case, the sole remedy for such
missing assets or rights will be addressed through the Transition Services
Agreements, in accordance therewith.

       

      Section
3.12           Intellectual
Property.

       

      (a)           “Intellectual Property” means
all of the following, however arising, pursuant to the Laws of any jurisdiction
throughout the world, that is property owned by the Acquired Companies (“Company Intellectual
Property”) and that in which the Acquired Companies hold exclusive or
non-exclusive rights or interests granted by license from other Persons,
including the Sellers (“Licensed Intellectual
Property”):

       

       (i)           trademarks,
service marks, trade names, brand names, logos, trade dress and other
proprietary indicia of goods and services, whether registered, unregistered or
arising by Law, and all registrations and applications for registration of any
trademarks, including intent-to-use applications, and all issuances, extensions
and renewals of such registrations and applications;

       

       (ii)          internet
domain names, whether or not trademarks, registered in any generic top level
domain by any authorized private registrar or Governmental
Authority;

       

       (iii)         original
works of authorship in any medium of expression, whether or not published, all
copyrights (whether registered, unregistered or arising by Law), all
registrations and applications for registration of such copyrights, and all
issuances, extensions and renewals of such registrations and applications,
including all moral rights and author’s rights;

       

       (iv)         Confidential
Information, including any confidential formulas, ideas, designs, devices,
technology, know-how, research and development, inventions (whether or not
patentable, reduced to practice, or the subject of an application for patent),
methods, processes, compositions and trade secrets, whether or not
patentable;

       

       (v)          patented
and patentable designs and inventions, all design, plant and utility patents,
letters patent, utility models, pending patent applications and provisional
applications and all issuances, divisions, continuations, continuations-in-part,
reissues, extensions, reexaminations and renewals of such patents and
applications;

       

      
        
          
          

        

        
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       (vi)         computer
programs and systems, whether embodied in software, firmware or otherwise,
including, software compilations, software implementations of algorithms,
software tool sets, compilers, and software models and methodologies (regardless
of the stage of development or completion), all databases and compilations, and
all related documentation, including system documentation, user manuals, and
training materials, all descriptions, flow-charts and other work product used to
design, plan, organize, and develop any of the foregoing, and including any and
all forms in which any of the foregoing is embodied (whether in source code,
object code, executable code or human readable form) (collectively, “Software”); and

       

       (vii)        all
rights in and to any of the foregoing, including the right to sue, recover
damages, costs, and/or attorneys’ fees for past and present infringement or
misappropriation of any of the foregoing.

       

      (b)           Section 3.12(b) of the
Disclosure Schedules lists all registered trademarks, domain names and
copyrights, issued and reissued patents and pending applications for any of the
foregoing that relate to Company Intellectual Property and that is either
subject to any issuance, registration, application or other filing by, to or
with any Governmental Authority or authorized private registrar in any
jurisdiction (collectively, “Intellectual Property
Registrations”).  Within ten (10) days of the Closing Date,
each Seller will transfer, or have its attorneys transfer, to Buyer or Buyer’s
designated intellectual property counsel, all of its files related to all
Intellectual Property Registrations.  After the Closing Date, Sellers
will no longer have responsibility or liability for any of the Intellectual
Property Registrations.

       

      (c)           The
Acquired Companies own, exclusively, or jointly with other Persons, all right,
title and interest in and to the Company Intellectual Property, free and clear
of Encumbrances; provided that Sellers and the Company make no representation or
warranty in this Section
3.12(c) regarding the matters addressed in Section 3.12(d).

       

      (d)           To
the Sellers’ Knowledge, the Company Intellectual Property and Licensed
Intellectual Property as currently owned, licensed or used by the Acquired
Companies, and the Acquired Companies’ conduct of their business as currently
conducted, do not infringe, violate or misappropriate the currently existing
Intellectual Property of any Person.  No Action has been, to Sellers’
Knowledge, instituted or threatened in writing that alleges any such
infringement, violation or misappropriation, and none of the Company
Intellectual Property are subject to any outstanding Governmental
Order.

       

      (e)           Sellers
have provided Buyer with true and complete copies of all licenses, sublicenses
and other agreements pursuant to which any of the Acquired Companies grants
rights or authority to any Person with respect to any Company Intellectual
Property or Licensed Intellectual Property, in all cases other than Contracts
with any Acquired Company’s customers or resellers.  All such
agreements are valid, binding and enforceable on the applicable Acquired Company
and, to Sellers’ Knowledge, the other parties thereto, and the applicable
Acquired Company and, to Sellers’ Knowledge, such other parties are in material
compliance with the terms and conditions of such agreements.  To
Sellers’ Knowledge, no Person has infringed, violated or misappropriated, or is
infringing, violating or misappropriating, any currently existing Company
Intellectual Property.

       

      
        
          
          

        

        
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      (f)           Section 3.12(f) of the
Disclosure Schedules contains a complete and accurate list of all Software that
is material to the performance of or providing of any services to the Acquired
Companies’ customers and that is either owned by any of the Acquired Companies
or in which any of the Acquired Companies have rights.  To Sellers’
Knowledge, all agreements pursuant to which the Acquired Companies have the
right to use the portion, if any, of such Software which is being transferred
pursuant to this Agreement are valid, binding and enforceable between the
applicable Acquired Company and the other parties thereto, and the applicable
Acquired Company and such other parties are in full compliance with the terms
and conditions of such agreements.

       

      (g)           To
Sellers’ Knowledge, the patents and patent applications within the Company
Intellectual Property relate solely to inventions (i) created by, solely or
jointly with others, (A) employees of the Acquired Companies within the scope of
their employment who have executed an  assignment of such patents to
Acquired Companies, or (B) independent contractors who have assigned their
rights to the Acquired Companies pursuant to written agreements, or (ii)
acquired pursuant to a written assignment from the original inventor(s) or
subsequent assignees.  To Sellers’ Knowledge, the inventions covered
by such patents and patent applications were not copies of, and were not derived
from, any invention for which the Acquired Companies do not own the patent, and,
to Sellers’ Knowledge, no other Person has any claim to inventorship or
ownership of any part thereof.

       

      (h)           To
Seller’s Knowledge, and subject to historical system performance as specified in
Section 3.12(h) of the
Disclosures Schedule, all Software within the Company Intellectual Property that
is used by any of the Acquired Companies or their customers is free from any
material defect or programming or documentation error, including major bugs,
logic errors or failures of such Software to currently operate in all material
respects as described in the related documentation, and substantially conforms
to the specifications of such Software.   To the Sellers’
Knowledge, and subject to historical system performance as specified in Section 3.12(h) of the
Disclosures Schedule, Software licensed from any third party and used by any of
the Acquired Companies or their customers is free from any material defect or
programming or documentation error, including major bugs, logic errors or
failures of such Software to operate in all material respects as described in
the related documentation, and substantially conforms to the specifications of
such Software.  To the Sellers' Knowledge, Software (as used by the
Acquired Companies) does not contain any “back door,” “time bomb,” “Trojan
horse,” “worm,” “drop dead device,” “virus” (as these terms are commonly used in
the computer software industry), or other Software routines or hardware
components intentionally designed to permit unauthorized access, to disrupt,
disable or erase Software, hardware or data, or to perform any other similar
type of unauthorized activities.

       

      
        
          
          

        

        
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      (i)     
      Unless set forth in Section 3.12(i) of the
Disclosure Schedules, no Company Software or Company Intellectual Property is,
in whole or in part, subject to the provision of any open source or other
similar type of license agreement or distribution model that (i) requires the
distribution or making available of the source code for Company Software to the
general public, (ii) prohibits or limits the Acquired Companies from charging a
fee or receiving consideration in connection with sublicensing or distributing
any Company Software, (iii) except as specifically permitted by law, grants any
right to any third party (other than Acquired Companies) or otherwise allows any
such third party to decompile, disassemble or otherwise reverse-engineer any
Company Software, or (iv) requires the licensing of any Company Software to the
general public for the purpose of permitting others to make derivative works of
Company Software (any such open source or other type of license agreement or
distribution model described in clause (i), (ii), (iii) or (iv) above, a “Limited License”). By way of
clarification, but not limitation, the term “Limited License” includes (A) GNU’s
General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic
License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public
License, (E) the Sun Community Source License (SCSL), and (F) the Sun Industry
Standards License (SISL).

       

      Section
3.13           Inventory.  None of
the Acquired Companies owns any inventory.

       

      Section
3.14           Accounts Receivable. The
accounts receivable reflected on the Interim Balance Sheet and the accounts
receivable arising after the date thereof (a) have arisen from bona fide
transactions entered into by the Acquired Companies or Canada Holdco, as
applicable, involving the rendering of services in the ordinary course of
business consistent with past practice; and (b) constitute valid claims of the
Acquired Companies or Canada Holdco, as applicable, not, to Sellers’ Knowledge,
subject to claims of set-off or other defenses or counterclaims other than
normal cash discounts accrued in the ordinary course of business consistent with
past practice. The reserve for bad debts shown on the Interim Balance Sheet or,
with respect to accounts receivable arising after the Interim Balance Sheet
Date, on the accounting records of the Acquired Companies or Canada Holdco, as
applicable, have been determined in accordance with GAAP, consistently applied,
subject to normal period-end adjustments and the absence of disclosures normally
made in footnotes.

       

      Section
3.15           Customers and
Suppliers.

       

      (a)           Section 3.15(a) of the
Disclosure Schedules sets forth (i) each customer who has paid aggregate
consideration to the Acquired Companies or, solely with respect to the Business,
Canada Holdco, for goods or services rendered in an amount greater than or equal
to $200,000 for the twelve-month period ended June 30, 2010 (collectively, the
“Material Customers”);
and (ii) the amount of consideration paid by each Material Customer during such
periods.  None of the Acquired Companies or, solely with respect to
the Business, Canada Holdco has received any written notice that any of its
Material Customers has ceased, or intends to cease after the Closing, to use its
services or to otherwise terminate or materially reduce its relationship with
the Acquired Companies or Canada Holdco, as applicable.

       

      (b)           Section 3.15(b) of the
Disclosure Schedules sets forth (i) each supplier to whom the Acquired Companies
or, solely with respect to the Business, Canada Holdco have paid consideration
for goods or services rendered in an amount greater than or equal to $200,000
for the twelve-month period ended June 30, 2010 (collectively, the “Material Suppliers”); and (ii)
the amount of purchases from each Material Supplier during such
periods.  None of the Acquired Companies has received any written
notice that any of its Material Suppliers has ceased, or intends to cease, to
supply goods or services to the Acquired Companies or to otherwise terminate or
materially reduce its relationship with the Acquired Companies.

       

      
        
          
          

        

        
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      Section
3.16           Insurance.   Section 3.16 of the Disclosure
Schedules sets forth a true and complete list of all current policies or binders
of fire, liability, product liability, umbrella liability, real and personal
property, workers’ compensation, vehicular, directors’ and officers’ liability,
fiduciary liability and other casualty and property insurance maintained by any
Acquired Company that will remain in place post-Closing (the “Insurance
Policies”).  No insurance policy covering any U.S. Acquired
Company or its assets, business, operations, Employees or directors will remain
in place post-Closing.  No Acquired Company has received any written
notice of cancellation of, premium increase with respect to, or alteration of
coverage under, any of such Insurance Policies. All premiums due on such
Insurance Policies have either been paid or, if due and payable prior to
Closing, will be paid prior to Closing in accordance with the payment terms of
each Insurance Policy. The Insurance Policies do not provide for any
retrospective premium adjustment or other experience-based liability on the part
of the Acquired Companies. To the Sellers’ Knowledge, all such Insurance
Policies (a) are valid and binding in accordance with their terms; (b) are
provided by carriers who are financially solvent; and (c) have not been subject
to any lapse in coverage. There are no claims related to the business of the
Acquired Companies pending under any such Insurance Policies as to which
coverage has been questioned, denied or disputed or in respect of which there is
an outstanding reservation of rights. No Acquired Company is in material default
under any such Insurance Policy insuring such Acquired Company.

       

      Section
3.17           Legal Proceedings; Governmental
Orders.

       

      (a)           There
are no Actions pending or, to Sellers’ Knowledge, threatened (i) against or by
any of the Acquired Companies affecting any of their respective properties or
assets, by or against Parent or any Affiliate thereof and relating to any of the
Acquired Companies or by or against Canada Holdco and affecting the Assets, in
any case, as would result in a Material Adverse Effect; (ii) against or by any
of the Acquired Companies, Parent or any Affiliate of Parent that challenges or
seeks to prevent, enjoin or otherwise delay the transactions contemplated by
this Agreement; or (iii) against any current or, to Sellers’ Knowledge, former
director or employee of any of the Acquired Companies with respect to which any
of the Acquired Companies has, or is reasonably likely to have, an
indemnification obligation.

       

      (b)           There
are no outstanding Governmental Orders against any of the Acquired Companies and
there are no unsatisfied judgments, penalties or awards against or affecting any
of Assets or any of the Acquired Companies or their properties or assets. The
Acquired Companies and, with respect to the Assets, Canada Holdco are in
compliance with the terms of each Governmental Order set forth in Section 3.17(b) of the
Disclosure Schedules, if any. No event has occurred or circumstances exist that
may constitute or result in (with or without notice or lapse of time) a
violation of any such Governmental Order.

       

      Section
3.18           Compliance With Laws;
Permits.

       

      (a)           Each
of the Acquired Companies has complied over the past two (2) years, and is now
complying, in each case in all material respects, with all Laws applicable to it
or its business as currently conducted, properties or assets.

       

      
        
          
          

        

        
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      (b)           All
material Permits required for each of the Acquired Companies for its business as
currently conducted have been obtained by it and are valid and in full force and
effect. All fees and charges with respect to such Permits due as of the date
hereof have been paid in full. Section 3.18(b) of the
Disclosure Schedules lists all current Permits issued to each of the Acquired
Companies that is material to any Acquired Company’s business as currently
conducted, including the name of the Acquired Company to whom such Permits were
issued, the names of the Permits and their respective dates of issuance and
expiration. To Sellers’ Knowledge, no event has occurred that, with or without
notice or lapse of time or both, would reasonably be expected to result in the
revocation, suspension, lapse or limitation of any Permit set forth in Section 3.18(b) of the
Disclosure Schedules.

       

      Section
3.19           Environmental
Matters.

       

      (a)           Each
of the Acquired Companies is currently and, over the past eight (8) years has
been, in material compliance with all Environmental Laws and has not, and the
Parent has not (with respect to the Acquired Companies), received from any
Person any: (i) Environmental Notice or Environmental Claim; or (ii) written
request for information pursuant to Environmental Law, which, in each case,
either remains pending or unresolved, or is the source of ongoing obligations or
requirements as of the Closing Date.  None of the Acquired Companies
holds any Environmental Permits.  There are no active or abandoned
aboveground or underground storage tanks owned or operated by any of the
Acquired Companies, and none of the Acquired Companies has abandoned or removed
any aboveground or underground storage tanks.  None of the Acquired
Companies owns or controls any Environmental Attributes.

       

      (b)           To
the Sellers’ Knowledge, no condition, event or circumstance concerning the
Release or regulation of Hazardous Materials exists that is reasonably expected
to, after the Closing Date, prevent, impede or materially increase the costs
associated with the ownership, lease, operation, performance or use of the
business or assets of the Acquired Companies as currently carried
out.

       

      (c)           Each
of the Acquired Companies is currently in material compliance with all
environmental provisions of the Real Property leases set forth on Section 3.10(b) of the
Disclosure Schedules and, to Sellers’ Knowledge, none of the Acquired Companies
or Sellers has received from any Person any: (i) Environmental Notice or
Environmental Claim arising under such lease; or (ii) written request for
information which may lead to an Environmental Notice or Environmental Claim
under any current or former lease, which, in each case, relates to the Business
and either remains pending or unresolved, or is the source of ongoing
obligations or requirements as of the Closing Date.

       

      (d)           None
of Sellers or any of the Acquired Companies has, over the past eight (8) years,
retained or assumed, by contract or operation of Law, any liabilities or
obligations of third parties under Environmental Law.

       

      (e)           Parent
has provided or otherwise made available to Buyer any and all environmental
reports, studies, audits, records, sampling data, site assessments, risk
assessments, economic models and other similar documents with respect to the
business or assets of the Acquired Companies or any currently or formerly owned,
operated or leased real property which were conducted for the Parent or any of
the Acquired Companies or which are in the possession or control of the Parent
or the Acquired Companies related to any real property currently or formerly
owned, operated or leased by any of the Acquired Companies or related to
compliance with Environmental Laws, Environmental Claims or an Environmental
Notice or the Release of Hazardous Materials.

       

      
        
          
          

        

        
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      Section
3.20           Employee Benefit
Matters.

       

      (a)           Section 3.20(a) of the
Disclosure Schedules contains a true and complete list of each (i) “employee
benefit plan” as defined in Section 3(3) of ERISA and (ii) material retirement,
welfare, bonus, incentive, stock option, restricted stock, stock appreciation
right, phantom equity, change in control, severance, vacation, paid time off,
fringe-benefit and other employee benefit agreement, plan, policy, program and
other arrangement (and any amendments thereto), whether or not reduced to
writing, funded or unfunded, which covers any current or former Employees or
contractors of any of the Acquired Companies and their beneficiaries and
dependents, or under which any of the Acquired Companies has or may have any
liability, contingent or otherwise (as listed on Section 3.20(a) of the
Disclosure Schedules, each, a “Benefit
Plan”).

       

      (b)           With
respect to each Benefit Plan, Parent has made available to Buyer, upon request,
accurate, current and complete copies of each of the following: (i) where the
Benefit Plan has been reduced to writing, the plan document together with all
amendments; (ii) where the Benefit Plan has not been reduced to writing, a
written summary of material plan terms; (iii) where applicable, copies of any
current trust agreements, custodial agreements and funding arrangements; (iv)
copies of any summary plan descriptions or summaries of material modifications
or employee handbooks; (v) in the case of any Benefit Plan that is intended to
be qualified under Section 401(a) of the Code, a copy of the most recent
determination letter from the Internal Revenue Service; and (vi) in the case of
any Benefit Plan for which Forms 5500 are required to be filed, a copy of the
most recently filed Forms 5500, with schedules attached.

       

      (c)           Each
Benefit Plan complies in form and has been administered in compliance with its
terms and all applicable Laws (including ERISA and the Code and the regulations
promulgated thereunder), in each case in all material respects.

       

      (d)           Each
Benefit Plan that is intended to be qualified under Section 401(a) of the Code
(a “Qualified Benefit
Plan”) has received a determination letter from the Internal Revenue
Service that the Qualified Benefit Plan, in its current form, satisfies the
qualification requirements of Sections 401(a) of the Code (or is based on a
pre-approved prototype plan document and may rely on the opinion letter issued
to the prototype plan sponsor which covers the current form of the Qualified
Benefit Plan), and no event, condition or set of circumstances has occurred in
connection with the Qualified Benefit Plan that would reasonably be expected to
adversely affect the qualified status of such Qualified Benefit
Plan.  Nothing has occurred with respect to any Benefit Plan that has
subjected or could reasonably be expected to subject any of the Acquired
Companies to any material excise tax or penalty under Sections 502 or 601
through 608 of ERISA or to any material excise tax or penalty under the Code.
All benefits, contributions and premiums relating to each Benefit Plan have been
timely paid in accordance with the terms of such Benefit Plan and all applicable
Laws. No Acquired Company nor any ERISA Affiliate of any Acquired Company has
ever sponsored, contributed to or had any liability with respect to (i) any
“employee pension benefit plan” within the meaning of Section 3(2) of ERISA
which is or was subject to Title IV of ERISA or Sections 412 or 430 of the Code
or Section 302 of ERISA, (ii) any multiemployer plan as defined in Section
414(f) of the Code or Sections 3(37) or 4001(a)(31) of ERISA, (iii) any multiple
employer plan within the meaning of Section 413(c) of the Code or Sections 4063,
4064, or 4066 of ERISA, or (iv) any multiple employer welfare arrangement within
the meaning of Section 3(40) of ERISA.  None of the assets of any
Acquired Company or the Assets are subject to any lien under Section 302(f) of
ERISA or Section 430(k) of the Code.

       

      
        
          
          

        

        
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      (e)           Other
than as required under Section 601 et.  seq. of ERISA or Section 4980B
of the Code (commonly referred to as “COBRA”) or any other applicable Law, no
Benefit Plan provides benefits or coverage in the nature of health, life or
disability insurance following retirement or other termination of
employment.

       

      (f)           There
is no pending or, to Sellers’ Knowledge, threatened action relating to a Benefit
Plan, and no Benefit Plan is currently the subject of an application or filing
under, or is a participant in, an amnesty, voluntary compliance, self-correction
or similar program sponsored by any Governmental Authority.

       

      (g)           Each
Benefit Plan complies in form with, and has been operated in compliance in all
material respects with, the applicable provisions of Section 409A of the Code,
and no Benefit Plan nor any participant thereunder is subject to additional
taxes, interest or penalties as a result of noncompliance with Section 409A of
the Code.

       

      (h)           No
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code, or breach of fiduciary duty under Title I of ERISA, has
occurred with respect any Benefit Plan or has or might result or reasonably to
be expected result in any material liability to any of the Acquired
Companies.

       

      (i)           There
are no actions, liens, suits or claims pending or, to Sellers’ Knowledge,
threatened (other than routine claims for benefits in the ordinary course) with
respect to any Benefit Plan or against the assets of any Benefit Plan which
could reasonably be expected to subject any of the Acquired Companies to any
material Liability.

       

      Section
3.21           Employment
Matters.

       

      (a)           Section 3.21(a) of the
Disclosure Schedules contains a list for each Acquired Company of all persons
who are Employees or contractors of such Acquired Company as of the date hereof,
and sets forth for each such individual the following: (i) name; (ii) title or
position (including whether full or part time); (iii) hire date; and (iv)
current annual base salary.  In addition, for all persons who are
Employees or contractors of an Acquired Company as of the date hereof who
received in excess of $100,000 for the fiscal year ended December 31, 2009,
Section 3.21(a) of the
Disclosure Schedules sets forth for each such individual the following: (i)
bonus structure or range; and (ii) any special benefits not otherwise offered to
all Employees.   As of the date hereof, unless shown as a
liability on the Interim Balance Sheet, as to all such persons listed on Schedule 3.21(a): (i) all
compensation, including commissions or bonuses, presently due and payable to
Employees, consultants or contractors has been paid in full, and (ii) all
withholding obligations under applicable law have been met.  There are
no outstanding agreements or commitments of the Acquired Companies with respect
to any commissions, bonuses or increases in compensation.

       

      
        
          
          

        

        
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      (b)           Section 3.21(b) of the
Disclosure Schedules sets forth all collective bargaining or other Contracts
with a labor organization representing any of its Employees to which any of the
Acquired Companies is a party to, or bound by, and all labor organizations
representing, purporting to represent or, to Sellers’ Knowledge, attempting to
organize or represent any Employee or group of Employees of the Acquired
Companies.  There has not, within the last five (5) years been, nor,
to the Sellers’ Knowledge is there presently any, threat of, any strike,
slowdown, work stoppage, lockout, concerted refusal to work overtime or other
similar labor activity or dispute affecting the Acquired Companies or any of
their Employees.  Except as to employees covered by contracts listed
in Section 3.21(b) of
the Disclosure Schedules, there is not presently, and has not been for a period
of three (3) years prior to the Closing Date, any union organizing activity at
any of Sellers’ or the Acquired Companies’ U.S. locations

       

      (c)           Each
of the Acquired Companies is and, over the past three (3) years, has been in
compliance in all material respects with the terms of the Contracts listed on
Section 3.21(b) of the
Disclosure Schedules, if any, and in all material respects with all applicable
Laws pertaining to employment and employment practices, including by way of
example only, all Laws relating to labor relations, equal employment
opportunities, fair employment practices, employment discrimination, harassment,
retaliation, reasonable accommodation, disability rights or benefits,
immigration, wages, hours, overtime compensation, child labor, health and
safety, workers’ compensation, leaves of absence and unemployment
insurance.  All individuals characterized and treated by the Acquired
Companies as consultants or contractors are properly treated as independent
contractors under all applicable Laws.

       

      (d)           There
are no Actions against any of the Acquired Companies pending, or to the Sellers’
Knowledge, threatened to be brought or filed, by or with any Governmental
Authority, arbitrator or any in any court of law in connection with the
employment of any current or former Employee, consultant or independent
contractor of the Acquired Companies, including, without limitation, any claim
relating to unfair labor practices, employment discrimination, harassment,
retaliation, equal pay, wages and hours, misclassification of employees as
salaried employees or independent contractors, or any other employment related
matter arising under applicable Laws.

       

      (e)           To
Sellers' Knowledge, no Seller or Acquired Company has received notice that any
former Employee is presently violating, in any material respect, any
post-employment restrictive covenants for the benefit of any Acquired
Company.

       

      Section
3.22           Taxes. 

       

      (a)           All
Tax Returns required to be filed on or before the date hereof by or with respect
to each Acquired Company, and all Tax Returns required to be filed with respect
to the Business or any Asset have been timely filed. Such Tax Returns are true,
complete and correct in all respects. All Taxes of the Acquired Companies or
relating to the Business or any Asset (whether or not shown on any Tax Return)
have been timely paid to the extent due and payable, or, in the case of Taxes
not yet due or payable, fully accrued on the books and records of the applicable
entity. There are no encumbrances relating to Taxes on any assets of any
Acquired Company or any Asset other than in respect of property taxes not yet
delinquent.

       

      
        
          
          

        

        
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      (b)           Each
Acquired Company has complied with all applicable Laws relating to the payment
and withholding of Taxes (including pursuant to Sections 1441, 1442, 3121 and
3402 of the Code and similar provisions under state, local or foreign
Law).

       

      (c)           No
claim has been made by any taxing authority in any jurisdiction in which Tax
Returns have not been filed that any Acquired Company, the Business or any Asset
is or may be subject to taxation by that jurisdiction.  

       

      (d)           No
extensions or waivers of statutes of limitations have been given or requested
with respect to any Taxes of the Acquired Companies.  There is no
outstanding power of attorney with respect to any Tax matter of any Acquired
Company, the Business or any Asset.

       

      (e)           To
Sellers’ Knowledge, there are no Taxes of any Acquired Company, or related to
the Business or any Asset, that are currently under examination or audit or are
the subject of a pending or, to Sellers’ Knowledge, threatened examination or
audit, by the IRS or by other taxing authorities.  No material Tax
issues involving any Acquired Company, the Business or any Asset have been
raised in writing by the IRS or any other Taxing authority, and no waivers of
statutes of limitations have been given with respect to any Taxes imposed on or
with respect to any Acquired Company, the Business or any Asset.

       

      (f)           Sellers
have delivered to Buyer copies of all federal and foreign income Tax Returns for
the Acquired Companies and examination reports, and statements of deficiencies
assessed against, or agreed to by, any of the Tax Consolidated Companies for all
Tax periods ending after 2006.

       

      (g)           None
of the Acquired Companies is a party to, or bound by, any Tax indemnity,
Tax-sharing or Tax allocation agreement, and none of the Acquired Companies has
been included in any “consolidated,” “affiliated,” “unitary,” “combined” or
similar Tax group since January 1, 2005 other than a group of which such entity
is currently a member.

       

      (h)           None
of the Acquired Companies is a party to, or bound by, any closing agreement or
offer in compromise with any taxing authority.

       

      (i)           To
Sellers’ Knowledge, no private letter rulings, technical advice memoranda or
similar agreement or rulings have been requested, entered into or issued by any
taxing authority with respect to the Acquired Companies.

       

      (j)           None
of the Acquired Companies has agreed to or is required to make any adjustment
under Section 481 of the Code that could affect such Acquired Company with
respect to any taxable period beginning on or after the Closing
Date.

       

      (k)           None
of the Tax Consolidated Companies is, nor has any Tax Consolidated Company been,
a party to, or a promoter of, a “reportable transaction” within the meaning of
Section 6707A(c)(1) of the Code and Treasury Regulations Section
1.6011-4(b).

       

      
        
          
          

        

        
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      (l)      
     None of the Acquired Companies has been a
“distributing corporation” or a “controlled corporation” in connection with a
distribution described in Section 355 of the Code.

       

      (m)           None
of the Assets or the assets of the Acquired Companies is property (i) which any
Parent or Acquired Company or any of their respective affiliates is required to
treat as owned by another Person pursuant to the provisions of Section 168(g) of
the Internal Revenue Code of 1954 (as in effect immediately prior to the Tax
Reform Act of 1986), (ii) is “Tax-exempt use property” within the meaning of
Section 168(h)(1) of the Code, or (iii) is “tax-exempt bond financed property”
within the meaning of Section 168(g)(5) of the Code.

       

      (n)           UK
Sub is not a foreign personal holding company within the meaning of Section 552
of the Code.  UK Sub is not a foreign investment company within the
meaning of Section 1246(b) of the Code.  UK Sub is not a passive
foreign investment company within the meaning of Section 1297 of the
Code.  UK Sub does not own the stock or securities of any other
entity.  UK Sub is not subject to any gain recognition agreements
under Section 367 of the Code.  UK Sub does not have an “overall
foreign loss” within the meaning of Section 904(f) of the Code.  UK
Sub has complied with all record keeping and reporting obligations under Section
6038A of the Code with respect to its ownership of any transaction with its
foreign affiliates, and maintained appropriate documentation for all transfer
pricing arrangements for purposes of Section 482 of the Code.

       

      Section
3.23           Books and Records. The minute
books and stock record books of the Acquired Companies, all of which have been
made available to Buyer, are complete and correct in all material respects for
the periods of Parent’s or UK Holdco’s, as applicable, direct or indirect
ownership of such Acquired Company. At the Closing, all of those books and
records will be in the possession of the Acquired Companies.

       

      Section
3.24           Brokers. No broker, finder or
investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the transactions contemplated by this Agreement or
any other Transaction Document based upon arrangements made by or on behalf of
any Seller.

       

      Section
3.25           HSR Exemption.  In
connection with the determination of the availability of the HSR
Exemption:

       

      (a)           The
Company, together with its Subsidiaries listed in Section 3.04 of the Disclosure
Schedule and UK Sub, collectively constitute all of the entities included within
the HSR Target Group; and, collectively with the Assets, constitute the entire
HSR Target Group.  The “Business” (as defined in the HSR Exemption
Letter) is that of the HSR Target Group.  No member of the HSR Target
Group owns any equity interests in any Person not also included in the HSR
Target Group.

       

      (b)           The
description in the HSR Exemption Letter, as it pertains to the HSR Target Group
and to the “Business” (as defined in the HSR Exemption Letter), is true and
complete in all material respects (except that the Assets are being acquired
from a Seller that is not otherwise part of the HSR Target
Group).  The Assets otherwise qualify as “Applicable Foreign Assets”
(as defined in the HSR Exemption Letter).

       

      
        
          
          

        

        
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      (c)           As
reasonably estimated by Sellers in accordance with the HSR Exemption Letter, the
“Applicable Foreign Assets” (as defined in the HSR Exemption Letter) generated
sales of not more than $63.4 million in or into the United States (as calculated
for purposes of HSR Rule 802.50(a)) for calendar year 2009, which calendar year
corresponds to the most recent full fiscal year of the HSR Target Group prior to
the date of this Agreement; provided, however, that for purposes of
making the representation set forth in this Section 3.25(c), Sellers are
(and Buyer acknowledges that Sellers are) solely relying on the determinations
made by the Federal Trade Commission in its response to the HSR Exemption
Letter.

       

      ARTICLE IV

      Representations
and warranties of buyer

       

      Except as
set forth in the correspondingly numbered Section of the Disclosure Schedules,
Buyer represents and warrants to Sellers that the statements contained in this
Article IV are true and
correct as of the date hereof.

       

      Section
4.01           Organization and Authority of Buyer.
Buyer is a corporation duly organized, validly existing and in good
standing under the Laws of the State of Delaware. Buyer has full corporate power
and authority to enter into this Agreement and the other Transaction Documents
to which Buyer is a party, to carry out its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The
execution and delivery by Buyer of this Agreement and any other Transaction
Document to which Buyer is a party, the performance by Buyer of its obligations
hereunder and thereunder and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
corporate action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer, and (assuming due authorization, execution and delivery by
each of Sellers and the Company) this Agreement constitutes a legal, valid and
binding obligation of Buyer enforceable against Buyer in accordance with its
terms. When each other Transaction Document to which Buyer is or will be a party
has been duly executed and delivered by Buyer (assuming due authorization,
execution and delivery by each other party thereto), such Transaction Document
will constitute a legal and binding obligation of Buyer enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, reorganization and other similar laws affecting the rights of
creditors generally, and to the exercise of a court’s equitable
powers.

       

      Section
4.02           No Conflicts; Consents. The
execution, delivery and performance by Buyer of this Agreement and the other
Transaction Documents to which it is a party, and the consummation of the
transactions contemplated hereby and thereby, do not and will not: (a) conflict
with or result in a violation or breach of, or default under, any provision of
the Organizational Documents of Buyer; (b) conflict with or result in a
violation or breach of any provision of any Law or Governmental Order applicable
to Buyer; or (c) require the consent, notice or other action by any Person under
any Contract to which Buyer is a party. No consent, approval, Permit,
Governmental Order, declaration or filing with, or notice to, any Governmental
Authority is required by or with respect to Buyer in connection with the
execution and delivery of this Agreement and the other Transaction Documents and
the consummation of the transactions contemplated hereby and thereby, except for
such filings as may be required under the HSR Act (in the event the HSR
Exemption shall not be available), and such consents, approvals, Permits,
Governmental Orders, declarations, filings or notices which, in the aggregate,
would not have a material adverse effect on the business, results of operations
or financial condition of Buyer (taken as a whole) or the ability of Buyer to
consummate the transactions contemplated hereby.

       

      
        
          
          

        

        
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      Section
4.03           Investment Purpose. Buyer is
acquiring the Securities solely for the purpose of investment and not with a
view to, or for offer or sale in connection with, any distribution thereof.
Buyer acknowledges that the Securities are not registered under the Securities
Act of 1933, as amended, and that the Securities may not be transferred or sold
except pursuant to the registration provisions of the Securities Act of 1933, as
amended or pursuant to an applicable exemption therefrom and subject to state
securities Laws and regulations, as applicable.  The Buyer is entering
into this Agreement and the other Transaction Documents to which it is a party
with a full understanding of all the terms, conditions and risks hereof and
thereof (economic and otherwise), and it is capable of and willing to assume
(financially and otherwise) those risks; and the Buyer is a sophisticated entity
familiar with transactions similar to those contemplated by this Agreement and
the other Transaction Documents.  Buyer acknowledges and agrees that,
as described in Section 3.06, the Financial Statements do not accurately
represent a stand-alone, operating business or what the Business would look like
as an entity or group of entities not affiliated with Parent.

       

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

       

      Section
4.05           Legal Proceedings. There are
no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or
any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement. No event has occurred or
circumstances exist that may give rise or serve as a basis for any such
Action.

       

      Section
4.06           HSR Exemption. In
connection with the determination of the availability of the HSR
Exemption:

       

      (a)           The
description in the HSR Exemption Letter, as it pertains to Buyer, is true and
complete in all material respects.

       

      (b)           The
aggregate fair market value (as determined by Buyer and its Representatives,
which was done in accordance with HSR Rule 801.10(c)(3)) of the “Applicable
Domestic Assets” (as defined in the HSR Exemption Letter), exclusive of cash and
any other assets otherwise exempted for purposes of HSR Rule 802.4, does not
exceed $63.4 million as of the date of this Agreement.

       

      
        
          
          

        

        
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      ARTICLE V

      Covenants

       

      Section
5.01           Confidentiality. From and for
a period of five (5) years after the Closing, Sellers shall, and shall cause
their Affiliates to, hold, and shall use commercially reasonable efforts to
cause their respective Representatives and their Affiliates’ respective
Representatives to hold, in confidence any and all Confidential Information,
whether written or oral, concerning the Acquired Companies or the Assets,
except: (a) to the extent that disclosure is necessary to manage Parent’s or its
Affiliates’ relationships with its commercial partners, including its vendors
(including benefit providers and insurers), customers, analysts, creditors and
potential creditors and landlords; (b) to the extent that Sellers can show that
such information (i) is generally available to and known by the public through
no fault of any of Sellers, any of their Affiliates or their respective
Representatives (other than as a disclosure required by Law); or (ii) is
lawfully acquired by any of Sellers, any of their Affiliates or their respective
Representatives from and after the Closing. If any of Sellers or any of their
Affiliates or their respective Representatives receive a subpoena or other
request having force of law requesting any Confidential Information, (other than
pursuant to Sellers’ or their Affiliates’ good faith judgment that disclosure is
required by any applicable rule or regulation of the Securities Exchange
Commission or applicable securities exchange), Sellers shall promptly notify
Buyer in writing and cooperate with Buyer, at Buyer’s expense, in seeking a
protective order or other limits on the requested disclosure of Confidential
Information.  Sellers shall disclose only that portion of such
information which Sellers are advised by their counsel is legally required to be
disclosed.  “Confidential Information”
shall mean any and all valuable and/or proprietary information (in oral,
written, electronic or other forms) belonging or pertaining to the Acquired
Companies or relating to the Business or the Assets that would be useful to
competitors of the Acquired Companies or the Business or otherwise damaging to
the Acquired Companies or the Business if disclosed, including, but not limited
to, budgets, capital spending plans, business plans, the names and compensation
of personnel, customer information, marketing plans or market expansion
proposals.

       

      Section
5.02           Non-competition;
Non-solicitation

       

      (a)           Seller
Restrictive Covenants.

       

       (i)           For
a period of five years commencing on the Closing Date (the “Restricted Period”), each of
Sellers shall not, and shall not permit any of its Affiliates to, directly or
indirectly engage in the Restricted Business in the Territory.

       

       (ii)           During
the Restricted Period, each of Sellers shall not, and shall not permit any of
its Affiliates to, directly or indirectly, take any action to solicit any
employee or independent contractor of the Acquired Companies to terminate or
lessen such employment or contract with the Acquired Companies, except pursuant
to a general advertisement which is not directed specifically to any such
employees; provided
that, for purposes of clarification, the restriction contained in this
Section 5.02(a)(ii)
shall not: (A) apply to the extent set forth in Section 5.02 of the Disclosure
Schedules; or (B) prohibit any Seller or its Affiliates from hiring any employee
or independent contractor who initiates contact with such Seller or its
Affiliates following the termination of such employee’s employment with, or
independent contractor’s relationship as a service provider with, the Acquired
Companies.

       

       (iii)           During
the Restricted Period, each of Sellers shall not, and shall not permit any of
its Affiliates to, directly or indirectly, take any action to solicit, contact
or call upon, or attempt to solicit, contact or call upon any clients or
customers or actively sought prospective clients or customers of the Acquired
Companies or, solely with respect to the Assets, Buyer who were clients or
customers or actively sought prospective clients or customers within five years
prior to the Closing Date, for purposes of selling products or services
competitive with the Restricted Business.

       

      
        
          
          

        

        
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       (iv)           If
any Seller breaches, or threatens to commit a breach of, any of the provisions
of this Section 5.02(a),
Buyer and the Acquired Companies shall have the following rights and remedies,
each of which rights and remedies shall be independent of the others and
severally enforceable, and each of which is in addition to, and not in lieu of,
any other rights and remedies available to Buyer or the Acquired Companies under
law or in equity:

       

      
        	
              	
                 (A) 
      

              	
                the
      right and remedy to enjoin violations of the provisions of this Section 5.02(a), without
      the necessity of posting a bond or surety, it being acknowledged and
      agreed that any such breach or threatened breach may cause irreparable
      injury to each of Buyer and the Acquired Companies and that money damages
      may not provide an adequate remedy to Buyer or the Acquired Companies;
      and

              


      

       

      
        	
              	
                 (B) 
      

              	
                the
      right and remedy to recover from Sellers all monetary damages suffered by
      Buyer, the Acquired Companies or their respective or its Affiliates, as
      the case may be, as the result of any acts or omissions constituting a
      breach of this Section
      5.02(a); and

              


      

       

      
        	
              	
                 (C) 
      

              	
                in
      the event that Buyer is the prevailing party in any litigation under this
      Section 5.02(a),
      the right and remedy to recover from Sellers all costs and attorney’s fees
      incurred in such action.

              


      

       

      (v)           Each
of Sellers acknowledges that the restrictions contained in this Section 5.02(a) are reasonable
and necessary to protect the legitimate interests of Buyer and constitute a
material inducement to Buyer to enter into this Agreement and consummate the
transactions contemplated by this Agreement. In the event that any covenant
contained in this Section
5.02(a) should ever be adjudicated to exceed the time, geographic, scope
of activity, product or service, or other limitations permitted by applicable
Law in any jurisdiction, then any court is expressly empowered to reform such
covenant, and such covenant shall be deemed reformed, in such jurisdiction to
the maximum time, geographic, product or service, or other limitations permitted
by applicable Law. The covenants contained in this Section 5.02(a) and each
provision hereof are severable and distinct covenants and provisions. The
invalidity or unenforceability of any such covenant or provision as written
shall not invalidate or render unenforceable the remaining covenants or
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such covenant or
provision in any other jurisdiction.

       

      (b)           Buyer
Restrictive Covenants.

       

       (i)           For
the Restricted Period,
Buyer shall not, and shall not permit any of its Affiliates to, directly or
indirectly engage in the Conferencing Restricted Business in the Conferencing
Territory.

       

      
        
          
          

        

        
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       (ii)          During
the Restricted Period, Buyer shall not, and shall not permit any of its
Affiliates to, directly or indirectly, take any action to solicit any employee
or independent contractor of any Seller to terminate or lessen such employment
or contract with any Seller, except pursuant to a general advertisement which is
not directed specifically to any such employees; provided that, for purposes
of clarification, the restriction contained in this Section 5.02(b)(ii) shall not
prohibit Buyer or its Affiliates from hiring any employee or independent
contractor who initiates contact with Buyer or its Affiliates following the
termination of such employee’s employment with, or independent contractor’s
relationship as a service provider with, any Seller.

       

       (iii)         During
the Restricted Period, Buyer shall not, and shall not permit any of its
Affiliates to, directly or indirectly, take any action to solicit, contact or
call upon, or attempt to solicit, contact or call upon any clients or customers
or actively sought prospective clients or customers of any Seller who were
clients or customers or actively sought prospective clients or customers within
five years prior to the Closing Date, for purposes of selling products or
services competitive with the Conferencing Restricted Business of
Sellers.

       

       (iv)         If
Buyer breaches, or threatens to commit a breach of, any of the provisions of
this Section 5.02(b),
each of Sellers shall have the following rights and remedies, each of which
rights and remedies shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to such Seller under law or in
equity:

       

      
        	  	
                 (A) 
      

              	
                the
      right and remedy to enjoin violations of the provisions of this Section
      5.02(b), without the necessity of posting a bond or surety, it
      being acknowledged and agreed that any such breach or threatened breach
      may cause irreparable injury to such Seller and that money damages may not
      provide an adequate remedy to such Seller;
and

              


      

       

      
        	 	
                 (B) 
      

              	
                the
      right and remedy to recover from Buyer all monetary damages suffered by
      such Seller or its Affiliates as the result of any acts or omissions
      constituting a breach of this Section
      5.02(b);

              


      

       

      
        	 	
                 (C) 
      

              	
                in
      the event that such Seller is the prevailing party in any litigation under
      this Section
      5.02(b), the right and remedy to recover from Buyer all costs and
      attorney’s fees incurred in such
action.

              


      

       

       (v)           Buyer
acknowledges that the restrictions contained in this Section 5.02(b) are reasonable
and necessary to protect the legitimate interests of Sellers and constitute a
material inducement to Sellers to enter into this Agreement and consummate the
transactions contemplated by this Agreement. In the event that any covenant
contained in this Section
5.02(b) should ever be adjudicated to exceed the time, geographic, scope
of activity, product or service, or other limitations permitted by applicable
Law in any jurisdiction, then any court is expressly empowered to reform such
covenant, and such covenant shall be deemed reformed, in such jurisdiction to
the maximum time, geographic, product or service, or other limitations permitted
by applicable Law. The covenants contained in this Section 5.02(b) and each
provision hereof are severable and distinct covenants and provisions. The
invalidity or unenforceability of any such covenant or provision as written
shall not invalidate or render unenforceable the remaining covenants or
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such covenant or
provision in any other jurisdiction.

       

      
        
          
          

        

        
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      (c)           Tolling.  In
the event the enforceability of any of the terms of Section 5.02 shall be
challenged in court and the party that is allegedly subject to the covenants is
not enjoined from breaching any of the covenants, then if a court of competent
jurisdiction finds that the challenged covenant is enforceable, the time periods
shall be deemed tolled upon the filing of the lawsuit challenging the
enforceability of Section
5.02 until the dispute is finally resolved and all periods of appeal have
expired.

       

      Section
5.03           Consents.  If any
consent, approval or authorization necessary to preserve any right or benefit
under any Contract to which any of the Acquired Companies is a party or which
constitutes an Asset has not been obtained, Sellers shall, subsequent to the
Closing, use all commercially reasonable efforts to cooperate with Buyer and the
applicable Acquired Company in attempting to obtain such consent, approval or
authorization as promptly thereafter as practicable.

       

      Section
5.04           Books and
Records.

       

      (a)           In
order to facilitate the resolution of any claims made against or incurred by any
Seller prior to the Closing, or for any other reasonable purpose, for a period
of three years after the Closing, Buyer shall:

       

       (i)           retain
the books and records (including personnel files) of the Acquired Companies
relating to periods prior to the Closing in a manner reasonably consistent with
the prior practices of the Acquired Companies; and

       

       (ii)          upon
reasonable notice, afford the Representatives of Sellers reasonable access
(including the right to make, at Sellers’ expense, photocopies), during normal
business hours, to such books and records;

       

      provided, however, that any
books and records related to Tax matters shall be retained pursuant to the
periods set forth in Article
VI.

       

      (b)           In
order to facilitate the resolution of any claims made by or against or incurred
by Buyer or any of the Acquired Companies after the Closing, or for any other
reasonable purpose, for a period of three years following the Closing, Sellers
shall:

       

       (i)           retain
the books and records (including personnel files) of Sellers which are not
provided to Buyer and which relate to the Assets or the Acquired Companies and
their operations for periods prior to the Closing; and

       

       (ii)          upon
reasonable notice, afford the Representatives of Buyer or the Acquired Companies
reasonable access (including the right to make, at Buyer’s expense,
photocopies), during normal business hours, to such books and
records;

       

      
        
          
          

        

        
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      provided, however, that any
books and records related to Tax matters shall be retained pursuant to the
periods set forth in Article
VI.

       

      (c)           Neither
Buyer nor any Seller shall be obligated to provide the other party with access
to any books or records (including personnel files) pursuant to this Section 5.04 where such access
would violate any Law or other obligation of confidentiality.

       

      Section
5.05           Public Announcements. Unless
otherwise required by applicable Law or stock exchange requirements (based upon
the reasonable advice of counsel), the parties shall cooperate as to the timing
and contents of any public announcements in respect of this Agreement or the
transactions contemplated hereby and other communications with any news
media.

       

      Section
5.06           License Grant.  The
Company hereby grants, and each of Buyer and the Company shall cause the other
Acquired Companies to grant, in each case as of the date hereof, to Sellers and
their Affiliates a non-exclusive, perpetual, royalty-free, fully-paid,
worldwide, non-transferable, non-assignable, non-licensable, non-sub-licensable
(other than: (a) licenses to end users of Sellers’ services as part of an end
user agreement which licenses do not permit re-license, sub-license or
assignment of such licenses; and (b) licenses to Sellers’ and their Affiliates’
resellers but only in connection with the reselling of Sellers’ services
pursuant to licenses to end users of Sellers’ services as part of an end user
agreement which licenses do not permit re-license, sub-license or assignment of
such licenses) license to all patents and patent applications owned by such
Acquired Company as of the date hereof, and all patents subsequently issued in
respect of such patent applications, in all cases other than for use in the
Restricted Business. The license(s) granted pursuant to this Section 5.06 shall survive any
subsequent transfer of any such patent or patent application following the
Closing, but shall be subject to the provisions of Section 5.02.

       

      Section
5.07           Seller Corporate
Guaranties.

       

      (a)           From
and after the Closing, Buyer shall, and shall cause each of the Acquired
Companies to, use commercially reasonable efforts to cause the release of
Sellers or any of their Affiliates (other than an Acquired Company) from each
and every guaranty (whether provided as a guaranty or letter of credit) of the
performance of any Acquired Company under any contract to which an Acquired
Company is a party, including those set forth on Section 5.07 of the Disclosure
Schedules (each, a “Corporate
Guaranty”).  The parties acknowledge that commercially
reasonable efforts shall include, for any Corporate Guaranty which is a letter
of credit, substituting Buyer for any Seller as the provider of a substitute
letter of credit to replace such Seller as the provider of such Corporate
Guaranty.  In furtherance of the foregoing, within thirty (30) days
following the Closing, the Buyer shall, or shall cause the Company to, cause
Parent to be named as a named additional insured on all insurance policies that
Buyer or the Company are required to maintain in connection with the Company’s
facility located at 100 Tormee Drive, Tinton Falls, New Jersey, for so long as
Parent is a guarantor of the Company’s obligations under the lease for such
facility.

       

      (b)           The
Acquired Companies shall, and Buyer and the Company shall cause each Acquired
Company to, perform all obligations under any contract for which any Seller or
any of its Affiliates may then be liable pursuant to a Corporate Guaranty (each,
a “Guarantied
Contract”).  Following the Closing, the Acquired Companies
shall not, and Buyer shall cause the Acquired Companies not to, extend the term,
increase the obligations under or otherwise modify any Guarantied Contract
without the prior written consent of the applicable Seller, which may be
withheld in its sole discretion.

       

      
        
          
          

        

        
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      Section
5.08           Further Assurances; Mansell
Earn-Out.

       

      (a)           Following
the Closing, each of the parties hereto shall, and shall cause their respective
Affiliates to, execute and deliver such additional documents, instruments,
conveyances and assurances and take such further actions as may be reasonably
required to carry out the provisions hereof and give effect to the transactions
contemplated by this Agreement.  In furtherance of the foregoing, it
is the parties’ intent that all of the assets constituting the Business
contained in the Acquired Companies as of the Closing and the Assets (but none
of the assets constituting the Conferencing Business that are not used primarily
as part of the Business) be transferred to Buyer pursuant to the transactions
contemplated hereby.  As such, each of the parties hereto shall, and
shall cause their respective Affiliates to, take all commercially reasonable
best efforts and execute and deliver such additional documents, instruments,
conveyances and assurances and take such further actions as may be reasonably
required to ensure that any asset constituting part of the Conferencing Business
(and which asset is not used primarily as part of the Business) which is
inadvertently transferred to Buyer pursuant to this Agreement be transferred
promptly back to the applicable Seller for no further
consideration.  After the Closing, Buyer agrees to complete the
transfer to the applicable Seller of any cash that was in transit to such Seller
on or before the Closing Date.

       

      (b)           The
Company hereby assigns to Parent, for no additional consideration, all of the
Company’s rights to the “Supplemental Purchase Price Payment” (as such term is
defined in that certain Stock Purchase Agreement, dated as of November 5, 2009,
between the Company and Mansell Group, Inc. (the “Mansell SPA”)).  In
furtherance of the foregoing, the Company hereby assigns to Parent all of its
rights under Section 1.4 of the Mansell SPA in order to collect any Supplemental
Purchase Price Payment.  To the extent requested by Parent, and at
Parent’s expense, Buyer shall forward all communications with Mansell Group,
Inc. related to the Supplemental Purchase Price Payment to Parent, including the
Supplemental Purchase Price Statement (as defined in the Mansell SPA), and shall
communicate with Mansell Group, Inc. on Parent’s behalf and as directed by
Parent.  Should the final determination of the Supplemental Purchase
Price require arbitration or other legal proceeding under the Mansell SPA, the
Company shall, at Parent’s expense, act as Parent’s nominee in asserting all
claims related to the receipt of the Supplemental Purchase Price
Payment.  Upon the Company’s or any of its Affiliate’s receipt of the
Supplemental Purchase Price Payment, such Person promptly shall forward the same
to Parent. Except as expressly set forth in this Section 5.08(b), the Company
is not assigning or otherwise transferring any other rights, obligations or
Liabilities under or related to the Mansell SPA.

       

      Section
5.09           [Intentionally Omitted].



      
        
           


        

        
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      Section
5.10      Post-Closing Cooperation.
Following the Closing, each of the parties hereto shall, and shall cause their
respective Affiliates to, cooperate fully, as and to the extent reasonably
requested by the other party, in connection with any Actions which may or may
come to exist against a requesting party by any third party.  Such
cooperation shall include the retention and (upon the other party’s request) the
provision of records and information which are reasonably relevant to any such
Action and making employees available on a mutually convenient
basis.

       

      Section
5.11      Employee Matters.

       

      (a)      Bonuses
/ Commissions.  On the next regularly scheduled payroll date after the
final determination of the bonuses and commissions to which any Employee or
independent contractor of any of the Acquired Companies is eligible, Buyer and
the Company shall cause each Acquired Company to pay all such bonuses and
commissions to the proper recipients thereof, in each case to the extent such
bonuses and commissions are accrued on the Working Capital
Statement.

       

      (b)      Benefits.  Buyer shall:
(i) recognize the service of the Acquired Companies’ Employees with Sellers
or the applicable Acquired Company as of the Closing Date for purposes of
determining eligibility and vesting (but not benefit accruals) under Buyer’s
401(k) and profit sharing plans to the same extent credited by the Acquired
Companies (except to the extent that such prior service credit would
result in a duplication of benefits for the same period of service); (ii) waive
with respect to such Employees and covered dependents all waiting periods and
pre-existing condition exclusions for purposes of determining eligibility and
coverage under Buyer’s medical, dental, prescription drug and vision
benefit plans to the same extent waived under the applicable Benefit Plan; (iii)
cause any eligible expenses (other than contributions to spending accounts)
incurred by any such Employee and his or her covered dependents under Sellers’
group health plans (during the calendar year in which the Closing Date occurs)
to be taken into account under the analogous group health plans of Buyer in
which such Employee and his or her covered dependents may participate (on or
after the Closing Date) for purposes of satisfying any deductible, coinsurance
and maximum out-of-pocket requirements applicable to such Employee and his or
her covered dependents under the analogous group health plans of Buyer for the
remainder of such calendar year, provided (A) the Employee and his or her
dependents satisfy the terms and conditions to receive such credit under the
analogous group health plans of Buyer, and Sellers certify (or cause their
health plan providers to certify) that such Employee had continuous creditable
coverage for the twelve (12) months prior to the Closing Date, (B) Buyer is able
to reasonably verify that such eligible expenses were incurred and paid, and (C)
taking such eligible expenses into account does not result in a duplication of
benefits; and (iv) provide severance benefits to any U.S.-based Employee, for a
period not less than one year following the Closing, that are comparable to the
severance benefits available to such Employee immediately prior to the Closing
under the severance pay policy of Parent.  Buyer also will take all actions
reasonably necessary to cause each Buyer’s 401(k) or profit sharing plan to
accept direct rollovers of such Employees’ account balances under Parent’s
401(k) plan, provided that such distribution constitutes an “eligible rollover
distribution”.

       

      Section
5.12      Change of Name. Within
ten (10) Business Days following the Closing, the Company shall (and shall cause
the Acquired Companies to) file any necessary documents with all appropriate
Governmental Authorities (both where such Acquired Company is formed as well as
where such Acquired Company is authorized to do business) to change any Acquired
Company’s name (or d/b/a, if applicable) that includes “Premiere,” “PGI” or
“PTEK” or any similar name to a name dissimilar to “Premiere,” “PGI” or
“PTEK”.  Section
5.12 of the Disclosure Schedules sets forth a list of all registered
d/b/a names for each of the Acquired Companies and the relevant jurisdictions in
which such d/b/a names are registered.

       

      
        
          
          

        

        
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      Section
5.13      Receivables. From and after
the Closing, if any Seller or any of their Affiliates receives or collects any
funds relating to any Asset, such Seller or its Affiliate shall remit such funds
to Buyer within fifteen (15) days after its receipt thereof.

       

      Section
5.14      Retained Matter.  Notwithstanding anything
in Article VIII to the
contrary, Sellers shall control the contest or resolution of the Retained
Matter.  In furtherance of the foregoing, the parties acknowledge that
Sellers and their Representatives may require extensive access to the employees,
books and records of the Acquired Companies to properly defend the Acquired
Companies in connection with the Retained Matter.  The parties agree
that, to the extent required by Sellers, Buyer shall (and shall cause the
Acquired Companies to) provide Sellers and their Representatives, promptly upon
request, reasonable access to the books and records, including call detail
records, of the Acquired Companies related to the Retained Matter or other
information reasonably necessary to the defense thereof, at Sellers’ sole
expense.  To the extent requested by Sellers and at Sellers’ sole
expense, Buyer shall appoint an individual who shall devote such time as is
necessary to provide Sellers and their Representatives all such information
reasonably requested by them.  Sellers’ obligation to indemnify Buyer
and the Acquired Companies from any Losses arising out of or related to the
Retained Matter shall be contingent upon Buyer’s compliance in all material
respects with this Section 5.14.

       

      Section
5.15      Release and Assumption of Certain
Liabilities.  Promptly following the Closing (but in any event
within twenty (20) Business Days thereafter), Sellers shall, or shall cause
their Affiliates, as applicable, to, (a) irrevocably and unconditionally release
all Acquired Companies from (i) all Liabilities related to any assets of the
Conferencing Business transferred from an Acquired Company to Parent or any
Affiliate of Parent that is not an Acquired Company as part of the Pre-Closing
Restructuring (to the extent that such Liabilities are not deducted from Working
Capital under Section
2.03), and (ii) any indemnification obligations arising in connection
with such transfers, and (b) assume all Liabilities described in clause (a)(i)
of this Section
5.15.

       

      ARTICLE VI

      Tax
Matters

       

      Section
6.01      Tax Covenants.

       

      (a)      Without
the prior written consent of Buyer, which consent shall not be unreasonably
conditioned, withheld or delayed, Sellers shall not, to the extent it may
affect, or relate to, any of the Acquired Companies, the Business or the Assets,
make, change or rescind any Tax election or amend any Tax Return (unless
otherwise required by Law).

       

      (b)      All
transfer, documentary, sales, use, stamp, registration, value added and other
such Taxes and fees (including any penalties and interest) incurred in
connection with this Agreement and the other Transaction Documents (including
any real property transfer Tax and any other similar Tax) shall be borne and
paid by Sellers when due. Sellers shall, at their own expense, timely file any
Tax Return or other document with respect to such Taxes or fees (and Buyer shall
cooperate with respect thereto as necessary).

       

      
        
          
          

        

        
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      (c)      With
respect to any Tax Return of any Acquired Company or related to the Business or
the Assets for a Pre-Closing Tax Period (other than a Tax Return of any Acquired
Company for a Pre-Closing Tax Period that is part of a Straddle Period): (i)
Parent shall prepare and timely file, or cause to be prepared and timely filed,
such Tax Return in accordance with the past practice of the Acquired Company or
Canada Holdco, as applicable, (unless otherwise required by Law) and pay all
applicable Taxes; (ii) with respect to any such Tax Return that is a separate
company Tax Return that is required to be filed after the Closing Date, Parent
shall let Buyer review and comment on such Tax Return within a reasonable time
prior to the due date (taking extensions into account) for the filing of such
Tax Return, and shall promptly after filing such Tax Return provide, or cause to
be provided, to Buyer a copy of such Tax Return; (iii) with respect to any such
Tax Return that is a separate company return, no position shall be taken on such
Tax Return (unless otherwise required by Law) that would result in a material
adverse effect to any Acquired Company or Buyer, as applicable, for a Tax period
beginning after the Closing Date, without the prior written consent of Buyer,
with such consent not to be unreasonably withheld, conditioned, or delayed; and
(iv) with respect to any such Tax Return of any Acquired Company that is not a
separate company return, such Acquired Company shall furnish Tax information to
Parent or UK Holdco, as applicable, for inclusion in the consolidated income Tax
Return of Parent or UK Holdco for the period that includes the Closing Date, in
accordance past practice.  For purposes of clause (iii) of the
preceding sentence, a position on a Tax Return that “results in a material
adverse effect to any Acquired Company or Buyer, as applicable, for a Tax period
beginning after the Closing Date” shall be a position that results in additional
Tax in an amount of $100,000 or more in a Tax period beginning after the Closing
Date.

       

      (d)      With
respect to any Tax Return of any Acquired Company for a Straddle Period: (i)
such Tax Return shall be prepared, or caused to be prepared, and timely filed by
Buyer in accordance with the Acquired Company’s past practice (unless otherwise
required by Law); and (ii) Sellers shall be liable for the Pre-Closing Taxes and
Buyer shall be liable for the Post-Closing Taxes payable with respect to such
Tax Return, as determined in accordance with Section
6.04.   Buyer shall submit such Tax Return to Parent
within a reasonable period of time prior to the due date of such Tax Return
(taking extensions into account). If there is any dispute between Parent and
Buyer regarding any item on such Tax Return, the parties shall in good faith
attempt to resolve the dispute within a reasonable time prior to the due date of
the Tax Return (taking extensions into account).  Any such resolution
shall be final and binding on the parties hereto.  Any unresolved
disputes shall be promptly submitted to an independent accounting firm mutually
acceptable to Parent and Buyer (the "Accounting Referee") for
determination prior to the filing of such Tax Return, with such determination
being final and binding on the parties hereto.  Notwithstanding
anything to the contrary in this Section 6.01(d), if there is no resolution of
the disputed items by the due date of a Tax Return (taking extensions into
account), then Buyer shall file or cause to be filed such Tax Return by the due
date (taking extensions into account) in the form prepared by Buyer; provided, however, that within a
reasonable period of time after there is a determination by the Accounting
Referee, Buyer shall prepare and file an amended Tax Return, if necessary, in
accordance with the determination of the Accounting Referee, and there shall be
an attendant true-up payment between Sellers and Buyer as to the payment of
Taxes relating to such amended Tax Return to the extent that the respective
Taxes payable by Sellers and Buyers pursuant to this Section 6.01(d) with
respect to the amended Tax Return varies from the respective Taxes payable by
Sellers and Buyer pursuant to this Section 6.01(d) with respect to the
originally filed Tax Return.  Parent on the one hand and Buyer on the
other hand will each pay one-half of the fees and expenses of the Accounting
Referee.

       

      
        
          
          

        

        
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      (e)      All
Tax Returns of each Acquired Company not described in paragraphs (b), (c) or (d)
of this Section 6.01
shall be prepared and timely filed by or at the direction of Buyer.

       

      Section
6.02      Termination of Existing Tax Sharing
Agreements. Any and all existing Tax sharing agreements (whether written
or not) binding upon any of the Acquired Companies or relating to the Business
or the Assets shall be terminated as of the Closing Date. After such date none
of the Acquired Companies, Sellers or any of their respective Affiliates or any
of their respective Representatives shall have any further rights or liabilities
thereunder

       

      Section
6.03      Tax Indemnification.
 Sellers, jointly and severally, agree to indemnify any Buyer
Indemnitee for, and to hold such Buyer Indemnitee harmless from and against: (a)
any Losses of such Buyer Indemnitee attributable to any breach of or inaccuracy
in any representation or warranty made in Section 3.22; (b) any Losses of such
Buyer Indemnitee attributable to any breach or violation of, or failure to fully
perform, any covenant, agreement, undertaking or obligation in Article VI; and
(c) all Pre-Closing Taxes (including, without limitation, all Pre-Closing Taxes
related to the NJ Tax Matter or issues arising under or out of the NJ Tax
Matter); provided, however, that no Buyer Indemnitee shall be entitled to
indemnification under this Section 6.03  for any Losses or Taxes that
were a deduction from Working Capital set forth in Section 2.03; provided,
further, that any amount payable under this Section 6.03 by Sellers shall be
reduced by an amount equal to any Tax benefit realized by such Buyer Indemnitee
arising from or related to the incurrence or payment of such Losses or Taxes,
and increased by any Tax detriment associated with the receipt, or right to
receive indemnification hereunder; and to the extent the Buyer Indemnitee
recognizes a Tax benefit in a year after the receipt of the indemnification
payment pursuant to this Section 6.03, the Buyer Indemnitee shall pay the amount
of such Tax benefit to the Indemnifying Party as such Tax benefits are
recognized by the Buyer Indemnitee.  The amount of any “Tax benefit”
recognized by a Buyer Indemnitee with respect to each Tax year shall be the
amount of the relevant deduction, expense, loss, or similar Tax item that
accrues to a Buyer Indemnitee for the applicable Tax year multiplied by the
effective tax rate of the Buyer Indemnitee for such Tax
year.  Notwithstanding anything in this Article VI, neither a Buyer
Indemnitee nor its successors or assigns shall have any right or entitlement to
indemnification for any Losses or Taxes to the extent that such Buyer Indemnitee
or its successors and assigns had already recovered for the Losses or Taxes with
respect to the same matter pursuant to any other provision of this Agreement,
and such Buyer Indemnitee shall be deemed to have waived and released any claims
for such Losses or Taxes and shall not be entitled to assert any such claim for
indemnification for such Losses or Taxes.  Sellers shall reimburse
Buyer for any Taxes of any of the Acquired Companies or relating to the Business
or any of the Assets that are the responsibility of Sellers pursuant to this
Section 6.03 within ten Business Days after payment of such Taxes by Buyer or
the Acquired Companies. 

       

      
        
          
          

        

        
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      Section
6.04      Straddle Period. Sellers and
Buyer will, to the extent permitted by applicable law elect with the relevant
taxing authority to close the taxable year of each Acquired Company on the
Closing Date.  For all purposes of this Agreement, in the case of
Taxes that are payable with respect to a taxable period that begins before and
ends after the Closing Date (each such period, a “Straddle Period”), the portion
of any such Taxes that are treated as Pre-Closing Taxes shall be:

       

      (a)      in
the case of Taxes based upon, or related to, income or receipts, deemed equal to
the amount which would be payable if the taxable year ended on the Closing Date;
and

       

      (b)      in
the case of other Taxes, deemed to be the amount of such Taxes for the entire
period multiplied by a fraction the numerator of which is the number of days in
the period ending on the Closing Date and the denominator of which is the number
of days in the entire period.

       

      The
portion of any such Taxes that are not treated as Pre-Closing Taxes pursuant to
the preceding sentence shall be treated as Post-Closing Taxes for all purposes
of this Agreement.

       

      Section
6.05      Section 338 Election.  No party hereto shall
make any election under Section 338 of the Code (or any corresponding election
under state, local or foreign Law).

       

      Section 6.06      Contests. 

       

      (a)      Upon
receipt by Buyer, any Acquired Company or any Affiliate thereof of a written
notice of any pending or threatened Tax audits, examinations, protest
proceedings, assessments or claims that could give rise to a claim for indemnity
under Section 6.03 (an
“Indemnifiable Tax
Liability”), Buyer shall promptly give written notice thereof to Parent
(the “Tax Claim
Notice”).

       

      (b)      Subject
to Section 6.06(c), Sellers may elect to control, through their Representatives,
and at their expense, the compromise or contest, either administratively or in
the courts, of any Indemnifiable Tax Liability.  If Sellers elect to
so represent the interests of an Acquired Company or Buyer, they shall within
thirty (30) Business Days of delivery of any Tax Claim Notice (or reasonably
sooner, if the nature of the Indemnifiable Tax Liability so requires) notify
Buyer of their intent to do so, and Buyer shall cooperate, at the sole expense
of Sellers, in the defense against, or compromise or settlement of, any claim in
any such proceeding.  In that event, Sellers shall reasonably and in
good faith consult with Buyer with respect to each aspect of the defense
against, or compromise or settlement of, any such Indemnifiable Tax
Liability.  Without limiting the generality of the foregoing, Buyer
shall be permitted, at its expense, to be represented at each conference,
hearing or meeting with representatives of the pertinent taxing authority (and
shall be notified reasonably in advance thereof).  Sellers shall
promptly notify Buyer in writing after it settles, compromises or abandons any
claim of matters related to Indemnifiable Tax Liability, and with respect to any
such claim that could adversely affect an Acquired Company, Buyer or any of
their respective affiliates with respect to any Post-Closing Tax Period, Sellers
shall not settle, compromise or abandon any matter related to Indemnifiable Tax
Liability without obtaining the prior written consent of Buyer, which consent
shall not be unreasonably conditioned, withheld or delayed.  If
Sellers elect not to represent the interests of an Acquired Company, Buyer may
pay, compromise or contest such Indemnifiable Tax Liability in any reasonable
manner it deems appropriate (in its sole discretion), and Sellers shall remain
fully liable for such Indemnifiable Tax Liability.

       

      
        
          
          

        

        
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      (c)      Buyer
shall control, at its own expense, any Tax proceeding for a Straddle Period with
respect to any Acquired Company; provided, however, that (i) Buyer shall consult
with Sellers before taking any significant action in connection with such Tax
proceeding, and (ii) Buyer shall not settle, compromise or abandon any such Tax
Proceeding without obtaining the prior written consent of the Sellers, which
consent shall not be unreasonably withheld, conditioned or delayed.

       

      Section
6.07      Cooperation and Exchange of
Information. Sellers and Buyer shall provide each other with such
cooperation and information as either of them reasonably may request of the
other in filing any Tax Return pursuant to this Article VI or in connection
with any audit or other proceeding in respect of Taxes of the Acquired
Companies. Such cooperation and information shall include providing copies of
relevant Tax Returns or portions thereof, together with accompanying schedules,
related work papers and documents relating to rulings or other determinations by
tax authorities. Each of Sellers and Buyer shall retain all Tax Returns,
schedules and work papers, records and other documents in its possession
relating to Tax matters of the Acquired Companies for any taxable period
beginning before the Closing Date until the expiration of the statute of
limitations of the taxable periods to which such Tax Returns and other documents
relate, without regard to extensions except to the extent notified by the other
party in writing of such extensions for the respective Tax periods. Prior to
transferring, destroying or discarding any Tax Returns, schedules and work
papers, records and other documents in its possession relating to Tax matters of
the Acquired Companies for any taxable period beginning before the Closing Date,
Sellers or Buyer (as the case may be) shall provide the other party with
reasonable written notice and offer the other party the opportunity to take
custody of such materials.

       

      Section
6.08      Tax Treatment of Indemnification
Payments. Any indemnification payments pursuant to this Article VI shall be treated as
an adjustment to the Purchase Price by the parties for Tax purposes, unless
otherwise required by Law.

       

      Section
6.09      Survival. Notwithstanding
anything in this Agreement to the contrary, the provisions of Section 3.22 and this Article VI shall survive until
90 days after the expiration of the applicable statute of limitations for the
assessment or collection of Taxes for any Pre-Closing Tax Period or Straddle
Period.

       

      Section
6.10      Overlap. To the extent that
any obligation or responsibility pursuant to Article VIII may overlap with
an obligation or responsibility pursuant to this Article VI, the provisions of
this Article VI shall
govern.

       

      Section
6.11      NJ Tax Matter.  Notwithstanding anything
in Section 6.06 to the
contrary, Sellers shall control the contest or resolution of the NJ Tax Matter;
provided, however, that if there is a proceeding with respect to the NJ Tax
Matter that is reasonably likely to adversely affect an Acquired Company, Buyer
or any of their respective Affiliates with respect to any Post-Closing Tax
Period (other than a Post-Closing Tax Period that is part of a Straddle Period),
then Buyer shall be permitted, at its expense, to consult with Seller in
connection with such proceedings (and shall be notified reasonably in advance
thereof).  Without limiting in any way the other obligations of Buyer
pursuant to this Article
VI, with respect to the NJ Tax Matter, the parties agree that, to the
extent reasonably requested by Sellers, Buyer shall (and shall cause the
Acquired Companies to) provide Sellers and their respective employees, agents,
officers and representatives, promptly upon request, access to the books and
records of the Acquired Companies related to the NJ Tax Matter or other
information reasonably necessary to the defense thereof.

       

      
        
          
          

        

        
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      Section
6.12      Refunds.  Any refunds of Taxes
relating to Pre-Closing Tax Periods actually paid or indemnified by any of
Sellers pursuant to this Article VI shall be for the account of the applicable
Seller; provided, however, that any refunds resulting from the carryback of
post-Closing losses and similar items shall be for the account of
Buyer.  Notwithstanding anything to the contrary in this Section 6.12, Buyer shall not
carry back any post-Closing losses to any Tax Return of a Tax Consolidated
Company for any Pre-Closing Tax Period.  Buyer agrees to assign and
remit promptly and to cause the Acquired Companies to assign and remit promptly
to such Seller all refunds of Taxes which such Seller is entitled to under this
Section 6.12 and which
are received by Buyer or any Affiliate of Buyer.

       

      Section
6.13      Allocation.   All
amounts constituting consideration for the assets and rights of the Company for
U.S. federal income tax purposes shall be allocated among the acquired assets
using the residual method as described in Section 1060 of the Code and the
Treasury Regulations thereunder and using values determined primarily based on
the revenue generated by the respective assets.  Within sixty (60)
calendar days after the Closing Date, Buyer shall provide Parent with a proposed
schedule (the “Allocation
Schedule”) allocating all such amounts as provided herein.  The
Allocation Schedule shall become final and binding on the parties hereto fifteen
(15) calendar days after Buyer provides such schedule to the Parent, unless the
Parent objects in writing to Buyer, specifying the basis for the objections of
Parent and preparing an alternative allocation.  If Parent does
object, Parent and Buyer shall in good faith attempt to resolve the dispute
within fifteen (15) calendar days of written notice to Buyer of Parent’s
objection.  Any such resolution shall be final and binding on the
parties hereto.  Any unresolved disputes shall be promptly submitted
to the Accounting Referee for determination, with such determination being final
and binding on the parties hereto.  Parent on the one hand and Buyer
on the other hand will each pay one-half of the fees and expenses of the
Accounting Referee.  Parent and Buyer shall cooperate with each other
and the Accounting Referee in connection with the matters contemplated by this
Section 6.13, including, without limitation, by furnishing such information and
access to books, records (including, without limitation, accountants work
papers), personnel and properties as may be reasonably
requested.  Each of the parties hereto agrees to (a) prepare and
timely file all Tax Returns, including, without limitation, Form 8594 (and all
supplements thereto) in a manner consistent with the Allocation Schedule as
finalized and (b) act in accordance with the Allocation Schedule for all Tax
purposes.  The parties hereto will revise the Allocation Schedule to
the extent necessary to reflect any post-Closing payment made pursuant to or in
connection with this Agreement.  In the case of any payment referred
to in the preceding sentence, Buyer shall propose a revised Allocation Schedule,
and the parties hereto shall follow the procedures outlined above with respect
to review, dispute and resolution in respect of such revision.

       

      
        
          
          

        

        
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      ARTICLE VII

      Closing
Deliveries

       

      Section 7.01      Additional Deliveries of Sellers.
 On the date
hereof, Sellers are delivering to Buyer the following:

       

      (a)      Written
resignations of the officers, directors, managers and other individuals serving
in similar positions of the Acquired Companies set forth on Section 7.01(a) of the
Disclosure Schedules.

       

      (b)      A
certificate of the Secretary or an Assistant Secretary (or equivalent officer)
of Sellers certifying that attached thereto are true and complete copies of the
Organizational Documents of each of the U.S. Acquired Companies, and true and
complete copies of the Organizational Documents of each of the non-U.S. Acquired
Companies set forth on Section
7.01(b) of the Disclosure Schedules, and all resolutions adopted by the
board of directors of Sellers authorizing the execution, delivery and
performance of this Agreement and the other Transaction Documents to which each
such Person is a party and the consummation of the transactions contemplated
hereby and thereby, and that all such resolutions are in full force and effect
and are all the resolutions adopted approving this Agreement, the other
Transaction Documents and the consummation of the transactions contemplated
hereby and thereby.

       

      (c)      A
certificate of the Secretary or an Assistant Secretary (or equivalent officer)
of each of Sellers certifying the names and signatures of the officers of each
such Person authorized to sign this Agreement, each of the Transaction Documents
to which such Person is a party and the other documents to be delivered
hereunder and thereunder.

       

      (d)      A
good standing certificate (or its equivalent) for each of the U.S. Acquired
Companies from the secretary of state of the jurisdiction in which each of the
U.S. Acquired Companies is organized which is dated no more than ten (10)
Business Days prior to the Closing Date.

       

      (e)      A
certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Parent is
not a foreign person within the meaning of Section 1445 of the
Code.

       

      (f)      Certificates
evidencing the Securities and the UK Interests, if any, free and clear of
Encumbrances, duly endorsed in blank or accompanied by instruments of transfer
duly executed in blank.

       

      (g)      A
certificate, from an authorized officer of Parent, stating that those
intercompany agreements, management agreements, cost allocation agreements and
leases, whether written or otherwise, between any of the Acquired Companies, on
the one hand, and Sellers or any of their Affiliates, on the other hand, in each
case as set forth in Section
7.01(g) of the Disclosure Schedule, have been terminated, and that no
other such agreements are in effect except for those set forth in Section 3.09(a)(ix) of the
Disclosure Schedule.

       

      (h)      Transition
Services Agreements, in each case duly executed by Parent in a form mutually
agreeable to the parties hereto (the “Transition Services
Agreements”).

       

      
        
          
          

        

        
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      (i)      Evidence
reasonably satisfactory to Buyer of the termination and release, as applicable,
of the Acquired Companies’ guarantees of, and pledges of assets securing, that
certain $325 million credit facility with a syndicate of lenders lead by Bank of
America (the “Senior
Facility”).

       

      (j)      A
Bill of Sale, Assignment and Assumption Agreement, duly executed by Canada
Holdco in a form mutually agreeable to the parties hereto (the “Bill of Sale, Assignment and
Assumption Agreement”).

       

      Section
7.02      Additional Buyer Deliveries.
On the date hereof, Buyer is delivering to Sellers the
following:

       

      (a)      Each
of the Transaction Documents to which Buyer is a party, duly executed by
Buyer.

       

      (b)      A
certificate of the Secretary or an Assistant Secretary (or equivalent officer)
of Buyer certifying that attached thereto are true and complete copies of all
resolutions adopted by the board of directors of Buyer authorizing the
execution, delivery and performance of this Agreement and the other Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby, and that all such resolutions are in full force and effect and are all
the resolutions adopted approving this Agreement, the other Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby.

       

      (c)      A
certificate of the Secretary or an Assistant Secretary (or equivalent officer)
of Buyer certifying the names and signatures of the officers of Buyer authorized
to sign this Agreement, the Transaction Documents and the other documents to be
delivered hereunder and thereunder.

       

      (d)      Cash
in an aggregate amount equal to the Purchase Price by wire transfer in
immediately available funds, to accounts designated at least two Business Days
prior to the Closing Date by Sellers in a written notice to Buyer.

       

      ARTICLE VIII

      Indemnification

       

      Section
8.01      Survival. Subject to the
limitations and other provisions of this Agreement, the representations and
warranties contained herein (other than any representations or warranties
contained in Section
3.22 which are subject to Article VI) shall survive the
Closing and shall remain in full force and effect until the date that is fifteen
months from the Closing Date; provided, that the
representations and warranties in Section 3.12(c) shall survive
until the date that is six years from the Closing Date; provided further, that the
representations and warranties in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.10(a), Section 3.24, Section 4.01, Section 4.04 and Section 4.06 shall survive
until their applicable statutes of limitations. Buyer’s indemnification
obligation pursuant to Section 8.03(c) shall survive until the date that is six
years from the Closing Date. All covenants and agreements of the parties
contained herein (other than any covenants or agreements contained in Article VI
which are subject to Article VI) shall survive the Closing indefinitely or for
the period explicitly specified therein.

       

      
        
          
          

        

        
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      Section 8.02      Indemnification By Sellers.
Subject to the other terms and conditions of this Article VIII, Sellers shall
jointly and severally indemnify and defend each of Buyer and its Affiliates
(including the Acquired Companies) and their respective Representatives
(collectively, the “Buyer
Indemnitees”) against, and shall hold each of them harmless from and
against, and shall pay and reimburse each of them for, any and all Losses
incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon,
arising out of, with respect to or by reason of:

       

      (a)      any inaccuracy in or breach
of any of the representations or warranties of any Seller contained in this
Agreement or in any certificate or instrument delivered by or on behalf of any
Seller pursuant to this Agreement (other than in respect of Section 3.22, it being
understood that the sole remedy for any such inaccuracy in or breach thereof
shall be pursuant to Article
VI), as of the date such representation or warranty was made or as if
such representation or warranty was made on and as of the Closing Date (except
for representations and warranties that expressly relate to a specified date,
the inaccuracy in or breach of which will be determined with reference to such
specified date); 

       

      (b)      any
breach or non-fulfillment of any covenant, agreement or obligation to be
performed by any Seller pursuant to this Agreement (other than any breach or
violation of, or failure to fully perform, any covenant, agreement, undertaking
or obligation in Article
VI, it being understood that the sole remedy for any such breach,
violation or failure shall be pursuant to Article VI);

       

      (c)      the
Retained Matter;

       

      (d)      any
Action by any non-U.S. employee of any Seller or any of its Affiliates whose
employment was transferred to any Seller or any of its Affiliates by an Acquired
Company or any of its Affiliates prior to the Closing based on a claim that such
employee’s terms and conditions of employment with such Seller or Affiliate
following such transfer are or were less favorable than such Employee’s terms
and conditions of employment prior to such transfer; or

       

      (e)      any
Liabilities related to any assets of the Conferencing Business transferred from
an Acquired Company to Parent or any Affiliate of Parent that is not an Acquired
Company as part of the Pre-Closing Restructuring (to the extent that such
Liabilities are not deducted from Working Capital under Section 2.03), and any
indemnification obligations arising in connection with such
transfers;

       

      provided, however, the Buyer
Indemnitees shall not be entitled to indemnification pursuant to this Section 8.02 for any Losses
related to any Action of the type set forth in Section 8.03 of the Disclosure
Schedules.

       

      Section 8.03      Indemnification By Buyer.
Subject to the other terms and conditions of this Article VIII, Buyer shall
indemnify and defend Sellers and their respective Affiliates and their
respective Representatives (collectively, the “Seller Indemnitees”) against,
and shall hold each of them harmless from and against, and shall pay and
reimburse each of them for, any and all Losses incurred or sustained by, or
imposed upon, the Seller Indemnitees based upon, arising out of, with respect to
or by reason of:

       

      
        
          
          

        

        
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      (a)      any inaccuracy in or breach
of any of the representations or warranties of Buyer contained in this Agreement
or in any certificate or instrument delivered by or on behalf of Buyer pursuant
to this Agreement, as of the date such representation or warranty was made or as
if such representation or warranty was made on and as of the Closing Date
(except for representations and warranties that expressly relate to a specified
date, the inaccuracy in or breach of which will be determined with reference to
such specified date); 

       

      (b)      any
breach or non-fulfillment of any covenant, agreement or obligation to be
performed by Buyer pursuant to this Agreement (other than Article VI, it being
understood that the sole remedy for any such breach thereof shall be pursuant to
Article VI);
or

       

      (c)      any
Action of the type set forth in Section 8.03 of the Disclosure
Schedules;

       

      (d)      any
Action by any non-U.S. Employee based on a claim that such Employee’s terms and
conditions of employment with Company, Buyer or any of their Affiliates upon or
after the Closing are less favorable than such Employee’s current terms and
conditions of employment with Parent or any of its Affiliates;

       

      provided, however, the Seller
Indemnitees shall not be entitled to indemnification pursuant to Section 8.03(a) for any Losses
arising out of a breach of Section 4.06 to the extent
such breach is based on any inaccurate information concerning Sellers, the
Acquired Companies or the Business that was provided by Sellers for purposes of
preparing the HSR Exemption Letter or for use in Buyer’s determination of the
HSR Exemption.

       

      Section
8.04      Certain Limitations. The
indemnification provided for in Section 8.02 and Section 8.03 shall be subject
to the following limitations:

       

      (a)      Sellers shall not be liable
to the Buyer Indemnitees for indemnification under Section 8.02(a) (other than
with respect to a claim for indemnification based upon, arising out of, with
respect to or by reason of any inaccuracy in or breach of any representation or
warranty in Section
3.01, Section
3.02, Section
3.03, Section
3.04, Section
3.10(a), Section 3.12(c)
or Section 3.24
(the “Buyer Basket
Exclusions”)), until the aggregate amount of all Losses in respect of
indemnification under Section
8.02(a) (other than those based upon, arising out of, with respect to or
by reason of the Buyer Basket Exclusions) exceeds $500,000 (the “Deductible”), in which event
Sellers shall only be required to pay or be liable for Losses in excess of the
Deductible.

       

      (b)      Buyer shall not be liable to
the Seller Indemnitees for indemnification under Section 8.03(a) (other than
with respect to a claim for indemnification based upon, arising out of, with
respect to or by reason of any inaccuracy in or breach of any representation or
warranty in Section
4.01, Section
4.04 or Section
4.06 (the “Seller Basket
Exclusions”)) until the aggregate amount of all Losses in respect of
indemnification under Section
8.03(a) (other than those based upon, arising out of, with respect to or
by reason of the Seller Basket Exclusions) exceeds the Deductible, in which
event Buyer shall only be required to pay or be liable for Losses in excess of
the Deductible.

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      (c)      The
Buyer Indemnitees shall not be indemnified pursuant to Section 8.02(a) with respect
to any Loss (other than those based upon, arising out of, with respect to or by
reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.10(a), Section 3.12(c) or Section 3.24 (the “Buyer Cap Exclusions”)) if the
aggregate of all Losses (other than those based upon, arising out of, with
respect to or by reason of the Buyer Cap Exclusions) for which the Buyer
Indemnitees have received indemnification pursuant to Section 8.02(a) has exceeded
$5,000,000.

       

      (d)      The
Seller Indemnitees shall not be indemnified pursuant to Section 8.03(a) with respect
to any Loss (other than those based upon, arising out of, with respect to or by
reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.04 or Section 4.06 (the “Seller Cap Exclusions”)) if
the aggregate of all Losses (other than those based upon, arising out of, with
respect to or by reason of the Seller Cap Exclusions) for which the Seller
Indemnitees have received indemnification pursuant to Section 8.03(a) has exceeded
$5,000,000.

       

      (e)      Solely
for purposes of determining the cost of Losses that an Indemnifying Party is
obligated to pay or reimburse an Indemnified Party for pursuant to this Article VIII and not for
purposes of determining whether an inaccuracy in or breach of a representation
or warranty has occurred for which an Indemnifying Party has an indemnification
obligation pursuant to this Article VIII, the Loss
incurred from such inaccuracy or breach shall be determined without regard to
any materiality, Material Adverse Effect or other similar qualification
contained in or otherwise applicable to such representation or
warranty.

       

      (f)      No
party shall be entitled to indemnification for any Loss that was the subject of
the Working Capital calculation set forth in Section 2.03.  The
amount of any Losses payable under Section 8.02 or Section 8.03 by the
Indemnifying Party shall be: (i) net of any amounts recovered by the Indemnified
Party under applicable insurance policies or from any other Person alleged to be
responsible therefor; (ii) reduced by an amount equal to any Tax benefit
realized by the Indemnified Party arising from or related to the incurrence or
payment of such Losses; and (iii) increased by any Tax detriment associated with
the receipt, or right to receive indemnification hereunder; and to the extent
the Indemnified Party recognizes a Tax benefit in a year after the receipt of
the indemnification payment pursuant to this Section 8.04(f), the
Indemnified Party shall pay the amount of such Tax benefit to the Indemnifying
Party as such Tax benefits are recognized by the Indemnified
Party.  The amount of any “Tax benefit” recognized by an Indemnified
Party with respect to each Tax year shall be the amount of the relevant
deduction, expense, loss, or similar Tax item that accrues to an Indemnified
Party for the applicable Tax year multiplied by the effective tax rate of the
Indemnified Party for such Tax year.  If the Indemnified Party
receives any amounts under applicable insurance polices, or from any other
Person alleged to be responsible for any Losses in respect of such Losses
subsequent to an indemnification payment by the Indemnifying Party, then such
Indemnified Party shall promptly reimburse the Indemnifying Party for any
payment made or expense incurred by such Indemnifying Party in connection with
providing such indemnification payment up to the amount received by the
Indemnified Party, net of any expenses incurred by such Indemnified Party in
collecting such amount.  Notwithstanding anything in this Article VIII, no Indemnified
Party or its successors or assigns shall have any right or entitlement to
indemnification from an Indemnifying Party for any Losses to the extent that
such Indemnified Party or its successors and assigns had already recovered for
the Losses with respect to the same matter pursuant to any other provision of
this Agreement, and such Indemnified Parties shall be deemed to have waived and
released any claims for such Losses and shall not be entitled to assert any such
claim for indemnification for such Losses.

       

      
        
          
          

        

        
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      Section 8.05      Indemnification Procedures.
The party making a claim under this Article VIII is referred to as
the “Indemnified Party”,
and the party against whom such claims are asserted under this Article VIII is referred to as
the “Indemnifying
Party”. 

       

      (a)      Third Party Claims. If, prior
to the expiration of the applicable survival period set forth in Section 8.01, any Indemnified
Party receives notice of the assertion or commencement of any Action made or
brought by any Person who is not a party to this Agreement or an Affiliate of a
party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against
such Indemnified Party with respect to which the Indemnified Party is seeking
indemnification under this Agreement, the Indemnified Party shall give the
Indemnifying Party reasonably prompt written notice thereof, but in any event
not later than 30 calendar days after receipt of such notice of such Third Party
Claim (it being understood that any notice of the assertion or commencement of a
Third Party Claim delivered by an Indemnified Party to an Indemnifying Party
after the expiration of the applicable survival period set forth in Section 8.01 shall be barred
from indemnity under this Agreement). The failure to give such prompt written
notice shall not, however, relieve the Indemnifying Party of its indemnification
obligations, except and only to the extent that the Indemnifying Party receives
notice of the Third Party Claim after the expiration of the applicable survival
period set forth in Section
8.01 or the Indemnifying Party forfeits rights or defenses or is
otherwise materially prejudiced by reason of such failure, and the Indemnifying
Party’s indemnification obligation with respect to any Third Party Claim for
which the Indemnifying Party is not so relieved shall survive until the final
resolution of such Third Party Claim. Such notice by the Indemnified Party shall
describe the Third Party Claim in reasonable detail, shall include copies of all
material written evidence thereof and shall indicate the estimated amount, if
reasonably practicable, of the Loss that has been or may be sustained by the
Indemnified Party. The Indemnifying Party shall have the right to participate
in, or by giving written notice to the Indemnified Party, to assume the defense
of any Third Party Claim at the Indemnifying Party’s expense and by the
Indemnifying Party’s own counsel that is reasonably satisfactory to the
Indemnified Party, and the Indemnified Party shall cooperate in good faith in
such defense; provided,
that if the Indemnifying Party is any Seller, such Indemnifying Party
shall not have the right to defend or direct the defense of any such Third Party
Claim that seeks an injunction or other equitable relief against the Indemnified
Party. In the event that the Indemnifying Party assumes the defense of any Third
Party Claim, subject to Section
8.05(b), it shall have the right to take such action as it deems
necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to
any such Third Party Claim in the name and on behalf of the Indemnified Party.
The Indemnified Party shall have the right to participate in the defense of any
Third Party Claim with counsel selected by it subject to the Indemnifying
Party’s right to control the defense thereof. The fees and disbursements of such
counsel shall be at the expense of the Indemnified Party, provided, that if in the
reasonable opinion of counsel to the Indemnified Party, (A) there are legal
defenses available to an Indemnified Party that are different from or additional
to those available to the Indemnifying Party; or (B) there exists a conflict of
interest between the Indemnifying Party and the Indemnified Party that cannot be
waived, the Indemnifying Parties shall be liable for the reasonable fees and
expenses of one counsel to all Indemnified Parties in respect of each Third
Party Claim for which indemnification is sought hereunder in each jurisdiction
for which the Indemnified Party determines counsel is required. If the
Indemnifying Party elects not to compromise or defend such Third Party Claim,
fails to promptly notify the Indemnified Party in writing of its election to
defend as provided in this Agreement, or fails to diligently prosecute the
defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay,
compromise, defend such Third Party Claim and seek indemnification for any and
all Losses based upon, arising from or relating to such Third Party Claim.
Sellers and Buyer shall cooperate with each other in all reasonable respects in
connection with the defense of any Third Party Claim, including making available
(subject to the provisions of Section 5.01) records relating
to such Third Party Claim and furnishing, without expense (other than
reimbursement of actual out-of-pocket expenses) to the defending party,
management employees of the non-defending party as may be reasonably necessary
for the preparation of the defense of such Third Party Claim.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      (b)      Settlement of Third Party
Claims. Notwithstanding any other provision of this Agreement, the
Indemnifying Party shall not enter into settlement of any Third Party Claim
without the prior written consent of the Indemnified Party, except as provided
in this Section 8.05(b).
If a firm offer is made to settle a Third Party Claim without leading to
liability or the creation of a financial or other obligation on the part of the
Indemnified Party and provides, in customary form, for the unconditional release
of each Indemnified Party from all Liabilities and obligations in connection
with such Third Party Claim and the Indemnifying Party desires to accept and
agree to such offer, the Indemnifying Party shall give written notice to that
effect to the Indemnified Party. If the Indemnified Party fails to consent to
such firm offer within ten days after its receipt of such notice, the
Indemnified Party may continue to contest or defend such Third Party Claim and
in such event, the maximum liability of the Indemnifying Party as to such Third
Party Claim shall not exceed the amount of such settlement offer. If the
Indemnified Party fails to consent to such firm offer and also fails to assume
defense of such Third Party Claim, the Indemnifying Party may settle the Third
Party Claim upon the terms set forth in such firm offer to settle such Third
Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not
agree to any settlement without the written consent of the Indemnifying Party
(which consent shall not be unreasonably withheld or delayed).

       

      (c)      Direct Claims. Any Action by
an Indemnified Party on account of a Loss which does not result from a Third
Party Claim (a “Direct
Claim”) shall be asserted by the Indemnified Party within the applicable
survival period set forth in Section 8.01 by giving the
Indemnifying Party reasonably prompt written notice thereof, but in any event
not later than 30 days after the Indemnified Party becomes aware of such Direct
Claim (it being understood that no Indemnified Party shall be indemnified under
this Agreement for any Loss incurred after the expiration of the applicable
survival period set forth in Section 8.01). The failure to
give such prompt written notice shall not, however, relieve the Indemnifying
Party of its indemnification obligations, except and only to the extent that the
Indemnifying Party receives notice after the expiration of the applicable
survival period set forth in Section 8.01 of the
Indemnifying Party forfeits rights or defenses or is otherwise materially
prejudiced by reason of such failure and any indemnification obligations for
which the Indemnifying Party is not so relieved shall survive until the final
resolution thereof. Such notice by the Indemnified Party shall describe the
Direct Claim in reasonable detail, shall include copies of all material written
evidence thereof and shall indicate the estimated amount, if reasonably
practicable, of the Loss that has been or may be sustained by the Indemnified
Party. The Indemnifying Party shall have 30 days after its receipt of such
notice to respond in writing to such Direct Claim. The Indemnified Party shall
allow the Indemnifying Party and its professional advisors to investigate the
matter or circumstance alleged to give rise to the Direct Claim, and whether and
to what extent any amount is payable in respect of the Direct Claim and the
Indemnified Party shall assist the Indemnifying Party’s investigation by giving
such information and assistance (including access to the Acquired Companies’
premises and personnel and the right to examine and copy any accounts, documents
or records) as the Indemnifying Party or any of its professional advisors may
reasonably request. If the Indemnifying Party does not so respond within such 30
day period, the Indemnifying Party shall be deemed to have rejected such claim,
in which case the Indemnified Party shall be free to pursue such remedies as may
be available to the Indemnified Party on the terms and subject to the provisions
of this Agreement.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      (d)      Tax Claims. Notwithstanding
any other provision of this Agreement, the control of any claim, assertion,
event or proceeding in respect of Taxes of the Acquired Companies (including any
such claim in respect of a breach of the representations and warranties in Section 3.22 or any breach or
violation of or failure to fully perform any covenant, agreement, undertaking or
obligation in Article
VI) shall be governed exclusively by Article VI
hereof.

       

      Section
8.06      Payments. Once a Loss is
agreed to by the Indemnifying Party or finally adjudicated to be payable
pursuant to this Article
VIII, the Indemnifying Party shall satisfy its obligations within 15
Business Days of such final, non-appealable adjudication by wire transfer of
immediately available funds. The parties hereto agree that should an
Indemnifying Party not make full payment of any such obligations within such 15
Business Day period, any amount payable shall accrue interest from and including
the date of agreement of the Indemnifying Party or final, non-appealable
adjudication to and including the date such payment has been made at a rate per
annum equal to 6%. Such interest shall be calculated daily on the basis of a 365
day year and the actual number of days elapsed, without
compounding.

       

      Section
8.07      Tax Treatment of Indemnification
Payments. All indemnification payments made under this Agreement shall be
treated by the parties as an adjustment to the Purchase Price for Tax purposes,
unless otherwise required by Law.

       

      Section 8.08      Exclusive Remedies. Subject to
Section 5.02 and Section 9.11 and the last
sentence of Section
3.11, the parties acknowledge and agree that their sole and exclusive
remedy with respect to any and all claims (other than claims arising from fraud
or intentional misrepresentation on the part of a party hereto in connection
with the transactions contemplated by this Agreement) for any breach of any
representation, warranty, covenant, agreement or obligation set forth herein or
otherwise relating to the subject matter of this Agreement, shall be pursuant to
the indemnification provisions set forth in Article VI and this Article VIII. In furtherance
of the foregoing, each party hereby waives, to the fullest extent permitted
under Law, any and all rights, claims and causes of action for any breach of any
representation, warranty, covenant, agreement or obligation set forth herein or
otherwise relating to the subject matter of this Agreement it may have against
the other parties hereto and their Affiliates and each of their respective
Representatives arising under or based upon any Law, except pursuant to the
indemnification provisions set forth in Article VI and this Article VIII. Nothing in this
Section 8.08 shall limit
any Person’s right to seek and obtain any equitable relief to which any Person
shall be entitled or to seek any remedy on account of any Person’s fraud or
intentional misrepresentation.

       

      
        
          
          

        

        
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      ARTICLE IX

      Miscellaneous

       

      Section
9.01      Expenses. Except as otherwise
expressly provided herein, all costs and expenses, including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and
expenses, whether or not the Closing shall have occurred; provided, however, Buyer
shall be solely responsible for all filing and other similar fees payable in
connection with any filings or submissions under the HSR Act, if
applicable.

       

      Section 9.02      Notices. All notices,
requests, consents, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been given (a) when delivered by
hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on
the date sent by facsimile or e-mail of a PDF document (with confirmation of
transmission) if sent during normal business hours of the recipient, and on the
next Business Day if sent after normal business hours of the recipient or (d) on
the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
9.02):

       

      
        	
                If
      to Sellers or the Company:

              	
                  

              	
                Premiere
      Global Services, Inc.

                3280
      Peachtree Road

                The
      Terminus Building

                Suite
      1000

                Atlanta,
      Georgia 30305

                Facsimile:
      (866) 296-6245

                E-Mail:
      scott.leonard@pgi.com

                Attention:
      Scott Askins Leonard

                 

              
	
                with
      a copy to:

              	 
      	
                Nelson
      Mullins Riley & Scarborough LLP

                Atlantic
      Station

                201
      17th Street NW, Suite 1700

                Atlanta,
      Georgia 30363

                Facsimile:
      (404) 322-6321

                E-mail:
      michael.hollingsworth@nelsonmullins.com

                Attention:
      Michael E. Hollingsworth II

                 

              
	
                If
      to Buyer:

              	 
      	
                EasyLink
      Services International Corporation

                6025
      The Corners Parkway

                Suite
      100

                Norcross,
      GA 30092

                Facsimile:
      (678) 805-4800

                E-mail:
      gshipley@easylink.com

                Attention:
      Glen E. Shipley

                 

              


      

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      
        	
                with
      a copy to:

              	 
      	
                Troutman
      Sanders LLP

                Bank
      of America Plaza

                600
      Peachtree Street, N.E., Suite 5200

                Atlanta,
      Georgia 30308

                Facsimile:
      (404) 962-6548

                E-mail:
      larry.shackelford@troutmansanders.com

                Attention:
      Larry W. Shackelford, Esq.

              


      

       

      Section
9.03      Interpretation. For purposes
of this Agreement, (a) the words “include,” “includes” and “including” shall be
deemed to be followed by the words “without limitation”; (b) the word “or” is
not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and
“hereunder” refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (x) to Articles, Sections, Disclosure Schedules and
Exhibits mean the Articles and Sections of, and Disclosure Schedules and
Exhibits attached to, this Agreement; (y) to an agreement, instrument or other
document means such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted by the
provisions thereof and (z) to a statute means such statute as amended from time
to time and includes any successor legislation thereto and any regulations
promulgated thereunder. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party
drafting an instrument or causing any instrument to be drafted. The Disclosure
Schedules and Exhibits referred to herein shall be construed with, and as an
integral part of, this Agreement to the same extent as if they were set forth
verbatim herein.

       

      Section
9.04      Headings. The headings in this
Agreement are for reference only and shall not affect the interpretation of this
Agreement.

       

      Section
9.05      Severability. If any term or
provision of this Agreement is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such
determination that any term or other provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest
extent possible.

       

      Section
9.06      Entire Agreement. This
Agreement and the other Transaction Documents constitute the sole and entire
agreement of the parties to this Agreement with respect to the subject matter
contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such
subject matter except, in each case, for any agreement entered into on the date
hereof that expressly provides otherwise.

       

      
        
          
          

        

        
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      Section
9.07      Successors and Assigns. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns; provided, however ̧ that the
covenants and restrictions contained in Section 5.02(b) (Buyer
Restrictive Covenants) or Section 5.02(a) (Seller
Restrictive Covenants), as applicable, shall not be binding on the acquirer of
all or substantially all of the equity interests or assets of Buyer (or any
Affiliate of such acquirer, other than Buyer and its Affiliates prior to such
acquisition),  Parent or American Teleconferencing Services, Ltd. (or
any Affiliate of such acquirer, other than Sellers and their Affiliates prior to
such acquisition), as applicable. Neither party may assign its rights or
obligations hereunder without the prior written consent of the other party,
which consent shall not be unreasonably withheld or delayed; provided, however, that prior
to the Closing Date, Buyer may, without the prior written consent of Sellers,
assign all or any portion of its rights under this Agreement to one or more of
its direct or indirect wholly-owned subsidiaries. No assignment shall relieve
the assigning party of any of its obligations hereunder.

       

      Section
9.08      No Third-party Beneficiaries.
Except as provided in Section 6.03 and Article VIII, this Agreement
is for the sole benefit of the parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other Person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

       

      Section
9.09      Amendment and Modification; Waiver.
This Agreement may only be amended, modified or supplemented by an
agreement in writing signed by each party hereto. No waiver by any party of any
of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No waiver by any party shall operate
or be construed as a waiver in respect of any failure, breach or default not
expressly identified by such written waiver, whether of a similar or different
character, and whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any right, remedy, power or privilege arising
from this Agreement shall operate or be construed as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

       

      Section
9.10      Governing Law; Submission to
Jurisdiction; Waiver of Jury Trial.

       

      (a)      This
Agreement shall be governed by and construed in accordance with the internal
Laws of the State of Georgia without giving effect to any choice or conflict of
law provision or rule (whether of the State of Georgia or any other
jurisdiction) that would cause the application of Laws of any jurisdiction other
than those of the State of Georgia.

       

      (b)      ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT,
THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY SHALL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA OR THE COURTS OF THE STATE OF GEORGIA IN EACH CASE LOCATED IN THE CITY
OF ATLANTA AND COUNTY OF FULTON, AND EACH PARTY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S
ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT,
ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      (c)      EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,
(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.10(C).

       

      Section 9.11      Specific Performance. The
parties agree that irreparable damage would occur if any provision of this
Agreement were not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy to which they are entitled at law or in
equity.

       

      Section
9.12      Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.

      


      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first written above by their respective officers thereunto duly
authorized.

      


      
        
          
            
              
                
                  
                    
                      	
                              PARENT:

                            
	 
      
	
                              PREMIERE
      GLOBAL SERVICES, INC.

                            
	 
      
	
                              By:

                            	
                              /s/
      Scott Askins Leonard

                            	 	
                              (corporate
      seal)

                            
	
                              Name:
      Scott Askins Leonard

                            
	
                              Title:
      SVP – Legal and General Counsel

                            
	 
      
	
                              UK
      HOLDCO:

                            
	 
      
	
                              XPEDITE
      SYSTEMS HOLDINGS (UK) LIMITED

                            
	 
      
	
                              By:

                            	
                              /s/
      Theodore Schrafft

                            	 	
                              (company
      seal)

                            
	
                              Name:  Theodore
      Schrafft

                            
	
                              Title:  Director

                            
	 
      
	
                              CANADA
      HOLDCO:

                            
	 
      
	
                              PREMIERE
      CONFERENCING (CANADA) LIMITED

                            
	 
      
	
                              By:

                            	
                              /s/
      Scott Askins Leonard

                            	 	
                              (company
      seal)

                            
	
                              Name:  Scott
      Askins Leonard

                            
	
                              Title:  SVP
      – Legal and General Counsel

                            
	 
      
	
                              COMPANY:

                            
	 
      
	
                              XPEDITE
      SYSTEMS, LLC

                            
	
                              By:
      Premiere Global Services, Inc., Its Sole Member

                            
	 
      
	
                              By:

                            	
                              /s/
      Scott Askins Leonard

                            	 	
                              (company
      seal)

                            
	
                              Name:  Scott
      Askins Leonard

                            
	
                              Title:  SVP
      – Legal and General Counsel

                            
	 
      
	
                              BUYER:

                            
	 
      
	
                              EASYLINK
      SERVICES INTERNATIONAL CORPORATION

                            
	 
      
	
                              By:

                            	
                              /s/
      Thomas J. Stallings

                            	 	
                              (corporate
      seal)

                            
	
                              Name:  Thomas J. Stallings

                            
	
                              Title:  Chief
      Executive
Officer