##### **Exhibit 10.9**

 

**AMENDMENT No. 1**

## **to**

# **ASSET PURCHASEAGREEMENT**

 

This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002(the “Amendment Effective Date”) between Rubin Systems Inc. as Seller, HowardRubin as Rubin and as Stockholder, and META Group, Inc. as Buyer. Terms nototherwise defined in this Amendment shall have the same meaning ascribed tothem in the Asset Purchase Agreement dated October 27, 2000 (the “Agreement”).

 

Whereas, the Parties have mutually agreed, insofar as the payment dueMarch 31, 2002 under the Agreement, that — based on ambiguities in theAgreement and difficulties in measuring and tracking performance in calculatingsuch amount — a negotiated 75% amount thereof is equitable, in return forwaiver by Seller and Rubin of breaches, if any, by Buyer up to the date of thisAmendment.

 

Therefore, for good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the Parties hereby agree to amendthe Agreement as follows:

 

GLOSSARY ofdefinitions of terms used in this Amendment and in Exhibit A (as amended) tothe Agreement (the “Revised Exhibit A”):

 

“CY” is defined as calendaryear.

 

“Consideration to be Paid” isdefined as the total potential amount in U.S. dollars that Rubin can earn in aCY based on performance milestones achieved.

 

 “Direct Margin” is defined as a percent and iscalculated as: Revenues (in accordance with U.S. Generally Accepted Accounting Principles [“GAAP”] as determinedby Buyer’s CFO) as shown byBuyer’s Lawson accounting software system, minus all direct expenses for staffsalary and travel & entertainment, outside consultant expenses, directevent costs, royalty payments, commissions, draws, direct marketing and otherdirect expenses, all divided by Revenues.

 

“MM ConsultingDirect Margin” is defined as a percent and calculated as: MM (as defined below)Consulting Revenues (in accordance with GAAP as determined by Buyer’s CFO),plus Pure Outside Consultant Revenue (as defined below), minus all directexpenses for staff salary and travel & entertainment, outside consultantexpenses, direct event costs, royalty payments, commissions, draws, directmarketing and other direct expenses, all divided by MM Consulting Revenues.

 

“MetricnetDirect Margin” is defined as a percent and calculated as: Metricnet Revenues(in accordance with GAAP as determined by Buyer’s CFO), minus all directexpenses for staff salary and travel & entertainment, outside consultantexpenses, direct event costs, (royalty payments and commissions for CY 2002 only),direct marketing and other direct expenses, all divided by Metricnet Revenues.

 

“Direct Margin Target” isdefined as a performance level percentage, set forth in Table 1 below inRevised Exhibit A, used for determining that portion of Rubin’s CY Earn Out forMM Consulting and Metricnet Direct Margins, which has been achieved.

 

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“Earn Out” is defined as the amount (for the CY periods in Table 1below) Buyer is to pay Rubin pursuant to the Agreement as amended, whichresults from taking the Consideration to be Paid (in Table 1 below in RevisedExhibit A) and adjusting it based on MM Net Billings Target Achieved, DirectMargin achieved for MM (as defined below) Consulting and Metricnet, and OutsideConsultant Use, all as described in the Revised Exhibit A to the Agreementdated contemporaneously with this Amendment No. 1 to the Agreement.

 

“GAAP” means United States Generally Accepted AccountingPrinciples.

 

“META Measurements” (“MM”) isdefined as the Division — which is theBusiness (as defined in the Agreement), after the Closing (as defined in theAgreement) of the Agreement, acquired and operated by Buyer as a separatedivision of Buyer (until on or about 1/1/02, after which there was no separatedivision) — PLUS the following 3 META Group Consulting (“MGC”) servicesreporting to Rubin: Sourcing (“SOP”),Process and Metrics (“PMP”), and Operations and Benchmarking (“OEP”).Note*:*For purposes ofclarification, MM includes performance results from Metricnet publications andservices*.* Note: MM product codesand staff are identified in Schedule I and Schedule II, respectively.

 

“Metricnet” is defined as thosepublications and services product codes specified in Schedule 1 to theAgreement.

 

“Net Billings” is defined asamounts invoiced by Buyer, for domestic U.S. consulting, domestic U.S. productsand domestic U.S. services only, through Buyer’s Lawson accounting softwaresystem and sent to Buyer’s clients for payment by clients to Buyer, reduced byany invoice change & cancellation forms (“ICCFs”) processed by Buyer; andshall represent a valid receivable on Buyer’s balance sheet. For purposes ofthis Amendment, valid Net Billings are those net billings generated fromproduct codes only listed in Schedule 1.

 

“Net Billings Target Achieved”is defined as a performance level percentage, used for determining that portionof Rubin’s CY Earn Out for Net Billings, which has been achieved.  This is calculated as Net Billings achieved,divided by Net Billings Target (defined below).

 

“Net Billings Target” isdefined as a CY performance level, used for determining that portion of Rubin’sCY Earn Out.  Specific Targets are setforth in Table 1 below.

 

“Outside Consultant(s)” isdefined as any non-Buyer personnel contracted directly by Rubin and/or by Buyerfor or on behalf of Rubin to fulfill on any MM work.

 

“Outside Consultant Use” isdefined as a percent and calculated as total MM Outside Consultant expenses fora CY Earn Out period, divided by total MM staffing expense for that CY Earn Outperiod.

 

“Pure Outside ConsultantRevenue” is defined as Revenue generated through consulting work fulfilledsolely byOutside Consultants minus all Buyer expenses (including butnot limited to all direct and indirect expenses, e.g., sales commissions,marketing costs, and general and administrative costs); such consulting work istreated as Net Billings for all calculations of Net Billings Target Achieved,and is treated as 100% MM Consulting Direct Margin for all calculations of DirectMargin Target achieved. Buyer’s CFO and Rubin need to mutually agree beforeRevenue can be classified as “Pure Outside Consultant Revenue”.

 

“Revenue” is defined as amounts (asshown by Buyer’s Lawson accounting software system) invoiced by Buyer, for domestic U.S.consulting, domestic U.S. products and domestic U.S. services only, that Buyer has recognized as income onBuyer’s profit & loss statement. Revenue,

 

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unlike Net Billings, is recognized when or asthe services have been fulfilled or products have been delivered to Buyerclient(s) in accordance with GAAP as determined by Buyer’s CFO.

 

“Sales CY” is defined as the12-month period from February 1 of one CY to January 31 of the following CY, subjectto modification of such start and end dates by Company’s management (includingalteration of the period being 12 months).

 

1. Section 2 (c) (i) is deletedand replaced with the following:

 

“Purchase Price.  Buyer agrees to pay Seller the following revisedconsideration for the Acquired Assets:

 

(i)            Cash and BuyerShares.  Subject to the achievementof certain revenue and profitability milestones described below and in ExhibitA (sometimes referred to as Payment Milestone Exhibit A), and in Exhibit Aas amended and attached to this Amendment No. 1 (“Revised Exhibit A”), Buyershall pay Seller Four Million Nine Hundred and Fifteen Thousand Dollars($4,915,000, which is the $5,000,000 sum originally agreed to by the Parties inthe Agreement as the cash portion, less $85,000 which the Parties agreed to inSeptember 2001) in cash, and issue to Seller shares of Buyer’s common stock,$0.01 par value per share (“**Buyer Common Stock**”), having an aggregatevalue equal to Two Million, Five Hundred Thousand Dollars ($2,500,000) (the “**Buyer Shares**”)as follows:” [the next Subsections A through C remain unchanged.]

 

2. Section 2 (c) (i) (D) isdeleted and replaced with the following:

 

“Consideration Paid on September 30, 2001.  Buyer paid Seller on or about September 30,2001 the sum of Five Hundred Forty Thousand Dollars ($540,000) in cash by wiretransfer. The Parties agree that such wire transfer payment was a mutuallyagreed upon amount in full satisfaction of earnout for the first half of thecalendar year 2001.”

 

Further, the Parties agree thatsuch wire transfer payment was reduced by $25,000 for the early disbursement byBuyer to Rubin, which took place prior to September 30, 2001.

 

3. Section 2 (c) (i) (E) isdeleted and replaced with the following:

 

“Consideration to be Paid on the Amendment Effective Date.Buyer hereby agrees with Seller that Buyer has, prior to the AmendmentEffective Date, paid Rubin Four Hundred Sixty Eight Thousand Seven HundredFifty Dollars ($468,750) in cash by wire transfer to an account at a bankidentified by Seller to Buyer, and will (x) pay Rubin on the AmendmentEffective Date One Hundred Thousand Dollars ($100,000) in cash by wire transferor delivery of other immediately available funds to one or more accounts atbank(s) identified by Seller to Buyer in writing, and  (y) issue to Seller, as soon as reasonably practicable after theAmendment Effective Date and prior to or including July 31, 2002, a number ofBuyer Shares equal to Three Hundred Sixty Eight Thousand Seven Hundred FiftyDollars ($368,750) divided by the Average Price. Note: Upon mutual agreement ofBuyer and Rubin in writing (where Email is an acceptable form of writing), thedollar amount of Buyer Shares in (y) above may be paid by Buyer to Rubin inlieu of Buyer Shares*.*Buyer shallundertake to use commerciallyreasonable efforts to file with the Securities and Exchange Commission(“SEC”) a registration statement on Form S-3 (or to amend an existingregistration statement) (the “Registration Statement”) in order to registersaid Buyer Shares issued to Buyer on the Amendment Effective Date, such filingto occur within ninety (90) days of theAmendment Effective Date hereof; and for Buyer Shares, if any, to be issued inCYs 2003 and thereafter, such filing is intended to occur within ninety (90)days of the payment of the Consideration to be Paid. Rubin and Buyer’srepresentative appointed by Buyer’s CFO (currently, Matthew Jarboe) agree to

 

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review NetBillings and Direct Margin performance on a monthly basis from the AmendmentEffective Date going forward.”

 

4. Section 2 (c) (i) (F) isdeleted and replaced with the following:

 

“Consideration to be Paid on March 31, 2003.If, but only if, (i) Rubin continues to be employed by Buyer or any of itsAffiliates, and (ii) Rubin achieves the Net Billings Target and Direct MarginTargets as specified in Revised Exhibit A for calendar year 2002, Buyer shall(x) pay Seller on March 31, 2003 Five Hundred Forty One Thousand Six HundredSixty Seven Dollars ($541,667.00) in cash by wire transfer or delivery of otherimmediately available funds to one or more accounts at bank(s) identified bySeller to Buyer in writing, and (y) issue to Seller on March 31, 2003 a numberof Buyer Shares equal to Two Hundred Seventy Thousand Eight Hundred ThirtyThree Dollars ($270,833.00) divided by the Average Price. Note: Upon mutualagreement of Buyer and Rubin (where Email is an acceptable form of writing),the dollar amount of Buyer Shares in (y) above may be paid by Buyer to Rubin inlieu of Buyer Shares. Buyer and Rubin agree that year to date April 2002 totalMM, MM Consulting and Metricnet Net Billings and Direct Margins have beenaccurately identified and agreed to. “

 

5. Section 2 (c) (i) (G) is deletedand replaced with the following:

 

“Consideration to be Paid on March 31, 2004.  If, but only if, (i) Rubin continues to beemployed by Buyer or any of its Affiliates, and (ii) Rubin achieves the NetBillings Target and Direct Margin Targets as specified in Revised Exhibit A forcalendar year 2003, Buyer shall (x) pay to Seller on March 31, 2004 FiveHundred Forty One Thousand Six Hundred Sixty Seven Dollars ($541,667.00) incash by wire transfer or delivery of other immediately available funds to one ormore accounts at bank(s) identified by Seller to Buyer in writing, and (y)issue to Seller on March 31, 2004 a number of Buyer Shares equal to Two HundredSeventy Thousand Eight Hundred Thirty Three Dollars ($270,833.00) divided bythe Average Price. Note: Upon mutual agreement of Buyer and Rubin (where Emailis an acceptable form of writing), the dollar amount of Buyer Shares in (y)above may be paid by Buyer to Rubin in lieu of Buyer Shares.”

 

6. Section 2 (c) (i) (H) isdeleted and replaced with the following:

 

“Consideration to be Paid on March 31, 2005.  If, but only if, (i) Rubin continues to beemployed by Buyer or any of its Affiliates, and (ii) Rubin achieves the NetBillings Target and Direct Margin Targets as specified in Revised Exhibit A forcalendar year 2004, Buyer shall (x) pay to Seller on March 31, 2005 FiveHundred Forty One Thousand Six Hundred Sixty Seven Dollars ($541,667.00) incash by wire transfer or delivery of other immediately available funds to oneor more accounts at bank(s) identified by Seller to Buyer in writing, and (y)issue to Seller on March 31, 2005 a number of Buyer Shares equal to Two HundredSeventy Thousand Eight Hundred Thirty Three Dollars ($270,833.00) divided bythe Average Price. Note: Upon mutual agreement of Buyer and Rubin (where Emailis an acceptable form of writing), the dollar amount of Buyer Shares in (y)above may be paid by Buyer to Rubin in lieu of Buyer Shares.”

 

7. Section 2 (c) (i) (I) isdeleted and replaced with the following:

 

“Consideration to be Paid on March 31, 2006.  If, but only if, (i) Rubin continues to beemployed by the Buyer or any of its Affiliates, and (ii) Rubin achieves the NetBillings Target and Direct Margin Target as specified in Revised Exhibit A forcalendar year 2005, Buyer shall (x) pay Seller on March 31, 2006 Five HundredForty One Thousand Six Hundred Sixty Seven Dollars ($541,667.00) in cash bywire transfer or delivery of

 

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otherimmediately available funds to one or more accounts at bank(s) identified bySeller to Buyer in writing, and (y) issue to Seller on March 31, 2006 a numberof Buyer Shares equal to Two Hundred Seventy Thousand Eight Hundred ThirtyThree Dollars ($270,833.00) divided by the Average Price.  Note: Upon mutual agreement of Buyer andRubin (where Email is an acceptable form of writing), the dollar amount ofBuyer Shares in (y) above may be paid by Buyer to Rubin in lieu of BuyerShares.”

 

8. A new Section 2 (c) (i) (J)is inserted, after Section 2 (c) (i) (I), which shall read as follows:

 

“Consideration to be Paid on March 31, 2007.  If, but only if, (i) Rubin continues to beemployed by the Buyer or any of its Affiliates, and (ii) Rubin achieves the NetBillings Target and Direct Margin Target as specified in Revised Exhibit A forcalendar year 2006, Buyer shall (x) pay Seller on March 31, 2007 Five HundredForty One Thousand Six Hundred Sixty Seven Dollars ($541,667.00) in cash bywire transfer or delivery of other immediately available funds to one or moreaccounts at bank(s) identified by Seller to Buyer in writing, and (y) issue toSeller on March 31, 2007 a number of Buyer Shares equal to Two Hundred SeventyThousand Eight Hundred Thirty Three Dollars ($270,833.00) divided by theAverage Price. Note: Upon mutual agreement of Buyer and Rubin (where Email isan acceptable form of writing), the dollar amount of Buyer Shares in (y) abovemay be paid by Buyer to Rubin in lieu of Buyer Shares.”

 

9. Section 2 (c) (ii) isdeleted in its entirety, and replaced with the following:

 

“Rubin agrees to forego the additionalcompensation in the form of publication sales commissions referred to asMetricNet which would have been due Rubin for the months of April, May, June of2002 and that portion of July 2002 up to the Amendment Effective Date.”

 

10. Section 2 (c) (iii) isdeleted in its entirety.

 

11. A new Section 10 (q) isinserted, after Section 10 (p), which shall read as follows:

 

“(q) Status of Outside Consultant. Atthe beginning of each new calendar year, Rubin will be responsible to deliverto Buyer’s Human Resource Department confirmation of Outside Consultant statusfor all outside Metricnet and consultants privately contracted by Rubin orBuyer for MM work, and for Buyer’s work. In case of a workers compensationdispute, Rubin agrees to reimburse Buyer for any workers compensationlitigation and expenses arising or attributable to the use of such outsideconsultants. If Outside Consultants are re-classified as employees by the U.S.Department of Labor, Rubin will bear full financial responsibility for saidre-classification and any cost or penalties incurred. For purposes of thisAgreement, Outside Consultants are defined as any non-Buyer personnelcontracted directly by Rubin to fulfill on any MM work. At the AmendmentEffective Date Rubin shall deliver to Buyer’s Human Resource Department**confirmation of CY2002**Outside Consultant status for all outsideMetricnet and consultants privately contracted by Rubin or Buyer for MM work,and for Buyer’s work.”

 

12. Section 6 (e) (i) first twolines are deleted and replaced with the following:

 

“For theperiod commencing on the date hereof and ending on December 31, 2005 (the“Noncompetition Period”):”

 

13. Section 6 (k) (i) isdeleted and replaced with the following:

 

“The Company shall usecommercially reasonable efforts to file with the Securities and ExchangeCommission (“SEC”) a registration statement on Form S-3 (or to amend anexisting registration statement) (the “Registration Statement”) in order toregister the

 

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Buyer Shares issued to theSeller on the Closing Date, and on March 31, 2001 and on the date hereof (the“Registrable Shares”). Notwithstanding any other provision hereof, (x) therights granted by the Buyer pursuant to the preceding sentence shall terminateon the earlier of (i) June 30, 2003, or (ii) the date on which all RegistrableShares shall have been transferred pursuant to the Registration Statement, orto an exemption from registration or otherwise, and (y) the term “RegistrableShares” shall not include (and the Buyer shall have no obligation to continueto register) any Buyer Shares that may be sold without limitation pursuant toRule 144 under the U.S. Securities Act of 1933, as amended, or any successorrule or regulation.

 

Buyer compliedwith its responsibility to use commercially reasonable efforts to file with theSecurities and Exchange Commission (“SEC”) a registration statement on Form S-3(or to amend an existing registration statement) (the “Registration Statement”)in order to register the Buyer Shares issued to Buyer on the Closing Date andissued to Buyer on or prior to March 31, 2001, as follows:

 

On December 18, 2001, the Company filed withthe SEC a Registration Statement on Form S-3. On January 15, 2002, the SECresponded with a Comment Letter to the Company regarding the S-3. The Company filed its response to the CommentLetter on February 8, 2002. Subsequently, the Company received notificationfrom the SEC that, as filed, the S-3 is not permitted to become effective.Accordingly, the Company will use commercially reasonable efforts to amend theS-3 to allow it to be approved by the SEC and become effective.

 

Subject to securities laws restrictions on sales by affiliates, theshares of Buyer Common Stock underlying the Options shall be covered by aRegistration Statement on Form S-8.”

 

14.**Seller, for himselfpersonally and for Rubin Systems Inc., and Stockholder hereby waive, releaseand hold Buyer harmless from and against: (a) any breaches of any provision(s)of the Agreement committed or alleged to have been committed by Buyer from theClosing Date to the date of this Amendment, including but not limited tofailure to file the registration statement on Form S-3 with the Securities andExchange Commission as set forth in Section 6 (k) (i) of the Agreement in atimely manner; and (b) and claims of any kind including but not limited todamages or losses of any kind related thereto for such period. The Partiesagree that: (a) from and after the date of this Amendment, only breaches whichhave a financial impact upon Seller in excess of $50,000 may be cited bySeller; (b) Buyer shall continue its good faith efforts to complete theregistration statement on Form S-3 (including the Buyer Shares issued at theClosing and at March 31, 2001) which is pending before the Securities andExchange Commission as of the date of this Amendment; and (c) for Buyer Sharesissued to Seller by Buyer under this Agreement after March 31, 2001, Buyershall use commercially reasonable efforts to register the Buyer Shares withinone hundred twenty (120) days following issuance by Seller to Buyer; and (d)any items or issues that may arise where interpretation under this Agreement isdeemed necessary by the Parties shall be submitted to the CompensationCommittee of the Board of Directors of Buyer.

 

15. In Section 9 (a) (ii) and(iii), the time period “15” days is replaced with “60”.

 

16. In Section 10 (h), add thefollowing for an additional copy to Buyer:

 

and Attention: General Counsel

META Group, Inc.

208 Harbor Drive

Stamford,CT  06912

Fax:  (203) 388-2545”.

 

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17. The parties agree (a) that ANNEX I in the form attached to theInstrument of Assumption, which in turn is attached to the Agreement, is nolonger accurate as of the date hereof; and (b) that they will mutually agree onmodification thereto from time to time as necessary.

 

18. The parties mutually agree to cooperate with each other in good faithto resolve any differences that may arise between them in the course ofimplementing the Agreement as amended herein.

 

19. Exhibit A to the Agreement is superseded as of the date of thisAmendment by Revised Exhibit A attached hereto and incorporated herein byreference. All references in the Agreement to Exhibit A hereafter shall bedeemed to be to Revised Exhibit A unless otherwise specified.

 

20. In the event of anyinconsistency between the terms of this Amendment and the terms of theAgreement, this Amendment shall take precedence.

 

21. Except as expressly amendedas set forth herein, the Agreement shall remain in full force and effect inaccordance with its terms.

 

22. This Amendment may beexecuted in several counterparts, all of which taken together shall constituteone single agreement of the parties.

 

IN WITNESS WHEREOF, the partieshave caused this Amendment to be executed by their duly authorizedrepresentatives as of the date first written above.

 
|   | **BUYER:**                        |                    |
|--------|-----------------------------------|-------------------------|
|   | META GROUP, INC.                  |                    |
|   |                              |                    |
|   | By:                               | /s/ John A. Piontkowski |   |
|   | Name:                             | John A. Piontkowski     |   |
|   | Title:                            | Chief Financial Officer |   |
|   |                              |                    |
|   | **SELLER:**                       |
|   | RUBIN SYSTEMS INC.                |
|   |                              |                    |
|   | By:                               | /s/ Howard Rubin        |   |
|   | Name:                             | Howard Rubin            |   |
|   | Title:                            |                    |   |
|   |                              |                    |
|   | **HOWARD RUBIN and STOCKHOLDER:** |
|   |                              |                    |
|   | By:                               | /s/ Howard Rubin        |   |
|   |                              | Name: Howard Rubin      |   |
|        |                                   |                         |  |  |  |  |  |  |  |

 

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SCHEDULE I

 

MM Product Codes

 
| **Product Type** |   | **Product  Code** |   | **Product Description**                                            |   | **META  Measurement  P&L** |   |
|------------------|--------|-------------------|--------|--------------------------------------------------------------------|--------|--------------------------------|--------|
|             |   |              |   |                                                               |   |                           |   |
| Service          |   | MWB               |   | Worldwide IT Trends & Benchmark Report 2001:  Premium Edition  |   | Rubin                          |   |
|             |   |              |   |                                                               |   |                           |   |
| Service          |   | MW2               |   | Worldwide IT Trends & Benchmark Report 2002,  Premium Edition  |   | Rubin                          |   |
|             |   |              |   |                                                               |   |                           |   |
| Consulting       |   | OEP               |   | Operations Excellence (Operation Practice)                         |   | MGC-OEP                        |   |
|             |   |              |   |                                                               |   |                           |   |
| Consulting       |   | RUB               |   | Howard Rubin Consulting (Rubin Retainer)                           |   | Rubin                          |   |
|             |   |              |   |                                                               |   |                           |   |
| Consulting       |   | SOP               |   | Sourcing (Performance Benchmarking Practice)                       |   | MGC-SOP                        |   |
|             |   |              |   |                                                               |   |                           |   |
| Consulting       |   | PMP               |   | Process and Metrics                                                |   | MGC-PMP                        |   |
|             |   |              |   |                                                               |   |                           |   |
| Publication      |   | WB0               |   | 2000 Worldwide Benchmark Report                                    |   | Rubin                          |   |
|             |   |              |   |                                                               |   |                           |   |
| Publication      |   | WB1               |   | Worldwide IT Trends & Benchmark Report, 2001                   |   | Rubin                          |   |
|             |   |              |   |                                                               |   |                           |   |
| Publication      |   | WB2               |   | Worldwide IT Trends & Benchmark Report 2002                    |   | Rubin                          |   |
|             |   |              |   |                                                               |   |                           |   |
| Publication      |   | WW5               |   | The Worldwide IT Trends & Benchmark Report:  European Analysis |   | Rubin                          |   |

 

 

NOTE: Changes to this list ofproduct codes will be made periodically in writing (including email) as neededand as determined by Buyer’s CFO, or by an individual appointed by META’s CFO,with the agreement of Rubin.

 

Buyer andRubin agree that Buyer shall determine whether new products, if any, developedby, or existing products subsumed by, Rubin are to be classified for purposesof accounting, Earn Out calculation, Direct Margin Targets and performanceevaluation, as either MM Consulting or Metricnet publications.

 

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SCHEDULE II

 

MM staff personnel

 
| **MGC - Metric Net:**                        |   |                                                            |       |
|----------------------------------------------|--------|-----------------------------------------------------------------|------------|
|                                         |   |                                                            |       |
| **Employee Name**                            |   | **Job Title**                                                   |       |
| Linda Tracy                                  |   | Senior  Consultant                                              |       |
| Kimberly Cusack                              |   | Program  Manager, Metric Net Operations  (*support staff*) |       |
|                                         |   |                                                            |       |
| **Metric Net - Outside Consultants:**        |   |                                                            |       |
|                                         |   |                                                            |       |
| **Employee Name**                            |   | **Job Title**                                                   |       |
| Susan Iventosch                              |   | Contractor                                                      |       |
| Margaret Johnson                             |   | Contractor                                                      |       |
| Jed Rubin                                    |   | Contractor                                                      |       |
| Eddie Wallace                                |   | Contractor                                                      |       |
| Rosemary Washburn                            |   | Contractor                                                      |       |
|                                         |   |                                                            |       |
| **MGC - Operations Practice**                |   |                                                            |       |
|                                         |   |                                                            |       |
| **Employee Name**                            |   | **Job Title**                                                   | ** ** |
| Shafqat Azim                                 |   | Sr. VP &  Practice Leader                                   |       |
| Robert  Donnellan                            |   | Vice President                                                  |       |
| Andre Gravel                                 |   | Director                                                        |       |
| Carlean Moser                                |   | Director                                                        |       |
| Leonard Neely                                |   | Director                                                        |       |
| Stephanie Fonseca                            |   | Manager                                                         |       |
| James McPhee                                 |   | Manager                                                         |       |
| Clinton Olive                                |   | Senior  Consultant                                              |       |
|                                         |   |                                                            |       |
| **MGC - Performance Benchmarking Practice:** |   |                                                            |       |
|                                         |   |                                                            |       |
| **Employee Name**                            |   | **Job Title**                                                   | ** ** |
| Christopher  Engle                      |   | Sr. VP &  Practice Leader                                   |       |
| Mark Levin                                   |   | Vice  President                                                 |       |
| Robert  Ouellette                            |   | Vice President                                                  |       |
| David Perara                                 |   | Vice  President                                                 |       |
| Jeff Rumburg                                 |   | Vice  President                                                 |       |
| Ralph Baxter                                 |   | Director                                                        |       |
| Robert Fodor                                 |   | Director                                                        |       |
| Robert Kelley                                |   | Director                                                        |       |
| Christopher Pattacini                        |   | Director                                                        |       |
| Douglas Plotkin                              |   | Director                                                        |       |
| Michael Shott                                |   | Director                                                        |       |
| Adam Strichman                               |   | Director                                                        |       |
| Gary Yeck                                    |   | Director                                                        |       |
| David McDonald                               |   | Manager                                                         |       |
| Lloyd Spann                                  |   | Manager                                                         |       |
| Shelby Speno                                 |   | Manager                                                         |       |
| Adrianne Gershberg                           |   | Admin                                                           |       |

 

NOTE: Changes to this list ofMM staff personnel will be made periodically in writing (including email) asneeded and as determined by Buyer’s CFO, or by an individual appointed byMETA’s CFO, with the agreement of Rubin.

 

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