ex10-32.htm


    
      

      

    

    Exhibit
10.32

    
       

       

      STOCK
PURCHASE AGREEMENT

       

      This
Stock Purchase Agreement (this “Agreement”)
is entered into as of August 17, 2009 by and among MTS ACQUISITION COMPANY,
INC., a California corporation (“Purchaser”),
GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (“Parent
Co.”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation
(“Seller”)
and GEM MOBILE TREATMENT SERVICES, INC., a California corporation (the “Company”).  Purchaser,
Parent Co., Seller and the Company are referred to herein collectively as the
“Parties”
and each as a “Party.”

       

      RECITALS

       

      A.           Seller
desires to sell Seller’s shares of Common Stock in the Company to Purchaser and
Purchaser desires to purchase such shares from Seller.

       

      B.           Parent
Co., Seller, Purchaser and the Company want to enter into other arrangements in
connection with the aforementioned stock sale.

       

      C.           John
Beale (“Beale”)
and Paul Anderson (“Anderson”)
are officers of the Company and have been involved in its day to day operations
since as early as March 2006, and Anderson was one of the previous owners of the
Company prior to a transaction in 2006 in which the Company was purchased by the
Seller.

       

      NOW,
THEREFORE, in consideration of the mutual promises set forth herein, the Parties
hereby agree as follows:

       

      1.           
 Definitions.

       

      1.1           Defined
Terms.  For all purposes of this Agreement, the following terms
shall have the respective meanings set forth in this Section 1 (such definitions
to be equally applicable to both the singular and plural forms of the terms
herein defined):

       

      (a)           “Code”
means the Internal Revenue Code of 1986, as amended or superseded through the
date hereof.

       

      (b)           “Indebtedness”
means with respect to a Person (i) all indebtedness created, assumed or incurred
in any manner by such Person representing money borrowed (including by the
issuance of debt securities), (ii) all indebtedness for the deferred purchase
price of property or services, and (iii) all obligations of such Person on or
with respect to then outstanding letters of credit, bankers’ acceptances and
other extensions of credit whether or not representing obligations for borrowed
money.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (c)           “Person”
means any individual, corporation, partnership, limited liability company,
limited liability partnership, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, governmental authority or other
entity.

       

                          1.2           Other
Terms.  Each of the following terms shall have the meaning
ascribed to them in the Section of this Agreement set forth opposite
it:

       

      
        
          	
                  19th
      Hole

                	
                  4.8

                
	
                  Action

                	
                  4.14 

                
	
                  Affiliate

                	
                  4.7(j)

                
	
                  Agreement

                	
                  Preamble

                
	
                  Anderson

                	
                  Recital
      C

                
	
                  Back
      Nine

                	
                  2.2(b)

                
	
                  Balance
      Sheet Date

                	
                  4.6(a) 

                
	
                  Beale

                	
                  Recital
      C

                
	
                  Benefit
      Plans

                	
                  4.15(a)

                
	
                  Cap
      Amount

                	
                  7.3(b)

                
	
                  Cash
      Equivalents

                	
                  2.5

                
	
                  Claim
      Notice

                	
                  7.4(a) 

                
	
                  Claims
      Period

                	
                  7.1(b) 

                
	
                  Closing
      and Closing Date

                	
                  3.1

                
	
                  Closing
      Date Payment

                	
                  2.1

                
	
                  Collateral
      Agreement

                	
                  2.1

                
	
                  Company

                	
                  Preamble

                
	
                  Contracts

                	
                  4.19(a) 

                
	
                  Credit
      Agreement

                	
                  3.3

                
	
                  CVC

                	
                  2.2(a)

                
	
                  Damages

                	
                  7.2(a) 

                
	
                  Deductible
      Amount

                	
                  7.3(a) 

                
	
                  due
      inquiry

                	
                  4

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  Environmental
      Laws

                	
                  4.23(b) 

                
	
                  ERISA

                	
                  4.15(a) 

                
	
                  Excluded
      Claims

                	
                  7.1(b) 

                
	
                  Financial
      Statements

                	
                  4.6(a) 

                
	
                  GAAP

                	
                  4.6(a)

                
	
                  Governmental
      Entity

                	
                  4.14 

                
	
                  Gross
      Sales

                	
                  2.2(b)

                
	
                  Hazardous
      Material

                	
                  4.23(c)

                
	
                  Indemnifiable
      Claim

                	
                  7.4(a) 

                
	
                  Indemnified
      Party

                	
                  7.4(a) 

                
	
                  Indemnifying
      Party

                	
                  7.4(a) 

                
	
                  Intellectual
      Property Rights

                	
                  4.11

                
	
                  June
      30, 2009 Balance Sheet

                	
                  4.6(a)

                
	
                  Legal
      Requirement

                	
                  4.4 

                
	
                  Liens

                	
                  2.1

                
	
                  Material
      Adverse Effect

                	
                  4.7(g)

                
	
                  Note

                	
                  2.1

                
	
                  Ordinary
      Course

                	
                  4.6(b)

                
	
                  Organizational
      Documents

                	
                  4.4

                
	
                  Parent
      Co.

                	
                  Preamble

                
	
                  Parent
      Collateral Agreement

                	
                  3.4

                
	
                  Party
      and Parties

                	
                  Preamble

                
	
                  Permits

                	
                  4.16(a)

                
	
                  Policies

                	
                  4.12

                
	
                  Proprietary
      Information

                	
                  4.11

                
	
                  Purchase
      Price

                	
                  2.3

                
	
                  Purchaser

                	
                  Preamble

                
	
                  Purchaser
      Indemnitees

                	
                  7.2(a) 

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Purchaser’s
      Disclosure Schedule

                	
                  5

                
	
                  Real
      Property

                	
                  4.8

                
	
                  Release

                	
                  4.23(d) 

                
	
                  Royalty
      Payments

                	
                  2.2(a)

                
	
                  Royalty
      Period

                	
                  2.2(a)

                
	
                  Second
      Note

                	
                  3.3

                
	
                  Securities
      Act

                	
                  5.5

                
	
                  Seller

                	
                  Preamble

                
	
                  Seller’s
      Disclosure Schedule

                	
                  4

                
	
                  Seller’s
      Knowledge

                	
                  4

                
	
                  Seller
      Post-Closing Payments

                	
                  3.2

                
	
                  Shares

                	
                  2.1

                
	
                  Special
      Claim

                	
                  7.4(b) 

                
	
                  Tangible
      Assets

                	
                  2.4

                
	
                  Tax
      Returns

                	
                  4.25(a) 

                
	
                  Taxes

                	
                  4.25(a) 

                
	
                  Termination
      Date

                	
                  7.1(b) 

                


        

         

         2.           Purchase
and Sale of Shares at the Closing.  

      

       

      2.1           Promissory
Note.  Subject to the terms and the satisfaction of the
conditions set forth in Section 3 of this Agreement, at the Closing,
(i) Seller shall sell and deliver to Purchaser, free and clear of any Liens
(other than the security interest granted by Purchaser pursuant to the
Collateral Agreement in the form attached hereto as Exhibit
A (the “Collateral
Agreement”)), the 1,000,000 shares of the Company’s Common Stock (the
“Shares”)
owned by Seller; and (ii) Purchaser shall deliver to Seller a secured promissory
note in the principal amount of $5,600,000.00 in the form attached hereto as
Exhibit
B (the “Note”)
(the “Closing
Date Payment”).  As used in this Agreement, “Liens”
means any and all mortgages, claims, encumbrances, retention rights, charges,
assessments, levies, easements, limitations, claims, restrictions, pledges,
security interests or impositions of any kind.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.2           Royalty
Payments.

       

      (a)           Purchaser
will pay or cause the Company to pay Seller, as additional consideration for the
Shares, a royalty equal to two percent (2%) of monthly Gross Sales (as defined
below) for each month beginning in January 2010 and ending in December 2012 (the
“Royalty
Period” and any and all payments owed pursuant to this Section 2.2(a) are
referred to herein as the “Royalty
Payments”); provided, however, that $1,000,000.00 is the minimum total
Royalty Payments and $2,000,000.00 is the maximum total Royalty Payments. On or
before the 20th
day of each month beginning in February 2010 and continuing through January
2013, Purchaser will calculate the Gross Sales for the immediately preceding
month and pay two percent (2%) of the Gross Sales for that month to
Seller.  If at any time during the Royalty Period $2,000,000.00 in
total Royalty Payments have been paid to Seller, Purchaser will owe no further
Royalty Payments to Seller.  If by January 20, 2013 Seller has not
received at least $1,000,000.00 in total Royalty Payments, Purchaser will, on or
before March 31, 2013, pay to Seller the difference between $1,000,000.00 and
the amount of total Royalty Payments previously paid by Purchaser to
Seller.  Notwithstanding the foregoing or any other provision of this
Agreement, the following exceptions regarding Royalty Payments apply: (i) if the
total royalties paid to Seller for the months of January through December 2010
or any portion thereof exceed $500,000.00, Purchaser may defer any and all
royalties in excess of $500,000.00 owed pursuant to this Section 2.2(a) and such
deferred amount must be paid to Seller on or before January 20, 2011 unless the
maximum total royalty is reduced to $500,000.00 pursuant to the following
exception; and (ii) if Purchaser pays in full both the Note and the Second Note
(and informs CVC California, LLC, a Delaware limited liability company (“CVC”)
to terminate the revolving line of credit pursuant to which the Second Note was
issued) on or before December 31, 2010, the maximum total Royalty Payments owed
pursuant to this Section 2.2(a) will be reduced to $500,000.00 (provided,
however, that in order for the maximum total Royalty Payments to be reduced to
$500,000.00, Purchaser must also pay Seller (within five (5) business days after
paying the Note in full) an amount equal to $500,0000 minus
the total Royalty Payments paid to Seller prior to the time when the Note and
the Second Note are paid in full).  If at any time Purchaser (or the
Company at Purchaser’s direction) has paid more than the maximum total Royalty
Payments owed to Seller pursuant to this Agreement, Purchaser will give written
notice of such overpayment to Seller and Seller will refund the entire
overpayment to Purchaser (or to the Company at Back Nine’s direction) within 30
days after receiving such notice.

       

      (b)           As
used in this Agreement, the term “Gross
Sales” means the revenue actually billed by the Company for any and all
services provided or products, equipment or parts sold by the Company, the
Purchaser, Back Nine, LLC, a California limited liability company (“Back
Nine”) or any of their respective affiliates, subsidiaries or successors
(excluding any payments made by the Company to Back Nine pursuant to any
equipment leases between Back Nine and the Company); provided, however, that
Royalty Payments with respect to Gross Sales not collected will be deferred
until such Gross Sales are collected and upon collection thereof will be paid to
Seller.  Notwithstanding any other provision of this Section 2.2, if
the Company at any time pays a refund on any portion of collected Gross Sales on
which it previously made a Royalty Payment, the Company may make a corresponding
reduction in one or more subsequent Royalty Payments in order to offset the
Royalty Payment previously made on the refunded amount.  Upon
reasonable notice to Back Nine, during normal business hours and no more
frequently than twice each calendar year, Seller will be entitled to audit (at
its own expense) the Gross Sales and the calculation of any Royalty
Payments.  Seller agrees that, pursuant to an agreement that Seller
either has or will enter into with CVC, any and all Royalty Payments owed
pursuant to this Section 2.2 are to be paid to CVC until if and when CVC
instructs Back Nine in writing to do otherwise.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      2.3           Purchase
Price.  The Parties hereby acknowledge and agree that the
Closing Date Payment and the obligation to pay the Royalty Payments (as such
amounts may be adjusted pursuant to the terms of this Agreement, the “Purchase
Price”) shall constitute the full consideration for the
Shares.

       

      2.4           Tangible
Assets.  Attached hereto as Schedule
2.4 is a list of the Company’s owned equipment, machinery, vehicles,
furniture, equipment and other fixed assets (the “Tangible
Assets”).

       

      2.5           Cash
and Accounts Receivable.  Any and all existing cash, Cash
Equivalents (as “Cash
Equivalents” is defined in the Credit Agreement other than part (f) of
that definition) and accounts receivable of the Company related to any services
performed or products sold by the Company on or after July 20, 2009 will not be
transferred out of the Company prior to the Closing and will remain in the
Company through the Closing Date.  Seller will be entitled to receive
and retain any and all cash, cash equivalents and accounts receivable of the
Company related to any services performed or products sold by the Company on or
before July 19, 2009.  Attached hereto as Schedule
2.5
is a list of all the accounts receivable of the Company that the Company,
following the Closing, is entitled to receive and retain pursuant to this
Section 2.5; any and all accounts receivable of the Company not listed on Schedule
2.5
as an account receivable that is to be retained, in full or in part, by the
Company will be retained by the Seller.  Following the Closing, the
Seller, Parent Co. and the Company will cooperate with one another and each use
commercially reasonable efforts in an effort to ensure that all accounts
receivable of the Company (including accounts receivable retained by Seller) are
properly and fairly collected and that funds received as payment on accounts
receivable of the Company (including accounts receivable retained by Seller) are
properly allocated and distributed pursuant to this Section 2.5.

       

       3.           Closing.

       

                          3.1           Closing
Date.  The purchase and sale of the Shares in exchange for the
Purchase Price will be consummated at a closing (the “Closing”)
held at the Law Office of Matt Sumrow, 4695 MacArthur Court, Suite 310, Newport
Beach, California 92660 on August 17, 2009 at 10:00 a.m. (the “Closing
Date”), simultaneously with the Parties signing and delivering signed
counterparts of this Agreement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      3.2           Payment
of Certain Liabilities.  As a condition precedent to Purchaser
purchasing the Shares and the Closing of the transaction contemplated herein,
the Company must pay in full all the liabilities listed on Schedule
3.2 prior to the Closing (other than those liabilities specifically
identified on Schedule 3.2 as to be paid by the Seller in full no later than
thirty calendar days after the Closing Date, with such post closing payments
referred to herein collectively as the “Seller
Post-Closing
Payments”).   Seller agrees to pay (or have Parent Co. pay
in lieu of Seller) all the Seller Post-Closing Payments in full no later than
thirty calendar days after the Closing Date.

       

      3.3           Line
of Credit.  As an inducement for Purchaser to purchase the
Shares and enter into the Collateral Agreement, Seller will: (i) provide
Purchaser a line of credit in the amount of $700,000.00 and evidenced by a
revolving credit agreement between Purchaser and Seller in the form attached
hereto as Exhibit
C (the “Credit
Agreement”).  The amounts owed by Purchaser pursuant to the
Credit Agreement will be further evidenced by a secured promissory note made by
Purchaser in the form attached hereto as Exhibit
D (the “Second
Note”).

       

      3.4           Parent
Collateral Agreement.  As a further inducement for Purchaser to
purchase the Shares and enter into the Collateral Agreement, Parent Co. will
grant a security interest in all of its assets to Purchaser pursuant to the form
of Collateral Agreement attached hereto as Exhibit
E (the “Parent
Collateral Agreement”).

       

      3.5           Release
of Liens by CVC.  As a condition precedent to the Closing, CVC
will, at or prior to the Closing, release any and all Liens it has in the Shares
or any assets of the Company (with such Liens to be replaced by the security
interest granted by Purchaser pursuant to the Collateral
Agreement).

       

                          3.6           Deliveries
at Actual Closing.  The Closing shall be subject to the
following Persons delivering or causing to be delivered the
following:

       

      (a)           Seller
shall deliver to Purchaser one or more certificates representing the Shares
together with appropriate stock powers.

       

      (b)           [Intentionally
Deleted.]

       

      (c)           Seller
shall deliver to Purchaser a copy of the Credit Agreement signed by
Seller.

       

      (d)           Parent
Co. shall deliver to Purchaser a copy of the Parent Collateral Agreement signed
by Parent Co.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (e)           The
Company shall have delivered to Purchaser copies of all consents and approvals
(including, but not limited to, regulatory approvals and Board Resolutions)
required to be obtained by Seller and the Company in connection with the
consummation of the transactions contemplated hereunder, which are listed in
Schedule
3.6(e).

       

      (f)           Purchaser
shall deliver to Seller the signed Note, the signed Second Note and copies of
the Credit Agreement, Collateral Agreement and Parent Collateral Agreement
signed by Purchaser.

       

      (g)           Purchaser
shall have received certificates of Good Standing with respect to the Company
issued by the office of the Secretary of State of the State of California, dated
as of a date no more than ten (10) days prior to the Closing
Date.

       

      (h)           Purchaser
shall have received a certificate, duly executed by the Secretary of the Company
and dated as of the Closing Date, certifying the names and specimen signatures
of officers of the Company authorized to sign this Agreement, and such other
documents as are contemplated by this Agreement on behalf of the Company and
certifying that attached thereto are true and correct copies of: (i) the
Company’s Articles of Incorporation, as amended, (ii) the Company’s Bylaws,
as amended and (iii) resolutions duly adopted by the Board of Directors of the
Company and the Company’s sole shareholder approving this Agreement and the
consummation of the transactions contemplated hereby (and that such resolutions
have not been rescinded, amended or modified).

       

      (i)           Purchaser
shall have received a certificate, duly executed by the Secretary of Seller and
dated as of the Closing Date, certifying the names and specimen signatures of
officers of Seller authorized to sign this Agreement, and such other documents
as are contemplated by this Agreement on behalf of Seller and certifying that
attached thereto are true and correct copies of: (i) Seller’s Certificate of
Incorporation, as amended, (ii) Seller’s Bylaws, as amended and (iii)
resolutions duly adopted by the Board of Directors of Seller approving this
Agreement and the consummation of the transactions contemplated hereby (and that
such resolutions have not been rescinded, amended or
modified).

       

      (j)           Purchaser
shall have received a certificate, duly executed by the Secretary of Parent Co.
and dated as of the Closing Date, certifying the names and specimen signatures
of officers of Parent Co. authorized to sign this Agreement on behalf of Parent
Co. and certifying that attached thereto are true and correct copies of: (i)
Parent Co.’s Articles of Incorporation, as amended, (ii) Parent Co.’s Bylaws, as
amended and (iii) resolutions duly adopted by the Board of Directors of Parent
Co. approving this Agreement and the consummation of the transactions
contemplated hereby (and that such resolutions have not been rescinded, amended
or modified).

       

      (k)           Purchaser
shall have received a certificate from the Chief Executive Officer of Seller
dated as of the Closing Date certifying that Seller has performed and complied
with all agreements and obligations contained in this Agreement that are
required to be performed and complied with by Seller on or prior to the
Closing.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (l)           Purchaser
shall have received a certificate from the Chief Executive Officer of the
Company dated as of the Closing Date certifying that the Company has performed
and complied with all agreements and obligations contained in this Agreement
that are required to be performed and complied with by the Company on or prior
to the Closing.

       

      (m)           Seller
shall have received a certificate duly executed by the Secretary of
Purchaser and dated as of the Closing Date, certifying the names and specimen
signatures of officers of Purchaser authorized to sign this Agreement, and such
other documents as are contemplated by this Agreement on behalf of Purchaser and
certifying that attached thereto are true and correct copies of: (i) Purchaser’s
Articles of Incorporation, as amended, (ii) Purchaser’s Bylaws, as amended and
(iii) resolutions duly adopted by the Board of Directors and the sole
shareholder of Purchaser approving this Agreement and the consummation of the
transactions contemplated hereby (and that such resolutions have not been
rescinded, amended or modified).

       

      (n)           The
Seller shall have received copies of all consents and approvals (including, but
not limited to, regulatory approvals) required to be obtained by Purchaser in
connection with the consummation of the transactions contemplated hereunder,
which are listed in Schedule
3.6(n).

       

      (o)           Brett
Clark, Timothy Koziol and Clyde Rhodes, Jr. shall tender their respective
resignations as directors and officers of the Company, effective as of the
Closing Date.

       

      3.7           Merger.  Immediately
following the Closing, Purchaser will merge with and into the
Company.  As a result of that merger, the Company will become a wholly
owned subsidiary of Back Nine.

       

      3.8.           No
Other Payments to Seller or Parent Co.  Following the Closing,
the Company will not make any payments to Seller or Parent Co. other than any
payments owed to Seller pursuant to this Agreement or the Credit
Agreement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

               4.           Representations
and Warranties of Seller and Parent Co.  As an inducement to
Purchaser to enter into this Agreement and to consummate the transactions
contemplated herein and except as set forth in the disclosure schedule delivered
by Seller and attached hereto as Schedule
4 with multiple subparts (the “Seller’s
Disclosure Schedule”), Parent Co. and Seller hereby, jointly and
severally, represent and warrant in all material respects to Purchaser the
following as set forth in this Section 4.  Nothing in the Seller’s
Disclosure Schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein, unless the Seller’s Disclosure Schedule
identifies the exception with reasonable particularity and describes the
relevant facts in reasonable detail.  An exception in the Seller’s
Disclosure Schedule relating to one representation or warranty shall be deemed
to qualify or to serve as an exception to another representation or warranty to
the extent such exception expressly cross-references one or more applicable
representations set forth in another section of this Section 4.  The
Seller’s Disclosure Schedule is arranged in paragraphs corresponding to the
lettered and numbered paragraphs contained in this Section 4 and is attached
hereto as Schedule
4.  As used in this Agreement, the phrase “Seller’s
Knowledge”
means, with respect to any matter in question, that any director or executive
officer of Parent Co., Seller or the Company (not including Paul Anderson or
John Beale) either (i) has actual knowledge of such matter or (ii) should, after
due inquiry, know of such matter.  For this purpose, “due
inquiry” means (i) reasonable review of files and other information
in the possession of each such person or of which each such person is aware and
(ii) reasonable inquiry of employees of Seller or the Company (other than
Paul Anderson or John Beale) who have primary responsibilities pertinent to such
inquiry and access to information in the possession of Seller or the Company, as
the case may be, and responsive thereto.  Notwithstanding any other
provision of this Agreement or in any Schedule or Exhibit attached hereto,
neither Seller nor Parent Co. will be deemed to have breached any representation
or warranty in Sections 4.16, 4.17 or 4.19 through 4.24 below if Anderson or
Beale had, as of the Closing Date, actual knowledge (with no duty of inquiry or
investigation) of the fact(s) causing such breach.  The burden of
proof as to any such actual knowledge on the part of Anderson or Beale will be
on the party alleging that Anderson or Beale had such actual
knowledge.

       

                          4.1           Title
to Shares.  

       

      (a)           The
authorized capital stock of the Company is as set forth on Schedule
4.1(a).  The issued and outstanding equity interests of the
Company are as set forth on Schedule
4.1(a) and all such issued and outstanding equity interests are
owned by Seller in the amounts set forth on Schedule 4.1(a).  All
such outstanding equity interests were duly authorized, validly issued and fully
paid for and are nonassessable.  There are no existing options,
warrants, rights, calls or commitments of any character relating to the equity
interests of the Company.  There are no outstanding securities,
obligations or instruments convertible into or exchangeable for equity interests
of the Company and no commitments to issue such securities, obligations or
instruments.  No Person has any right of first refusal, preemptive
right, subscription right or similar right with respect to any equity interests
of the Company.  Seller represents has good and marketable title to
the Shares as set forth on Schedule 4.1(a) (subject
only to restrictions on transfer under applicable securities laws), and will
convey to Purchaser at the Closing good and marketable title to the Shares, free
and clear of any and all Liens (other than the Lien granted by Purchaser
pursuant to the Collateral Agreement).

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (b)           The
Company does not have any direct or indirect subsidiaries.  For
purposes of this Agreement, a direct or indirect subsidiary of the Company means
any corporation, trust, general or limited partnership, limited liability
company, limited liability partnership, firm, company or other business
enterprise which is controlled by the Company through direct ownership of the
stock, equity or other interests of such business enterprise or indirectly
through the ownership of stock, equity or other interests in
one (1) or more other business enterprises which are connected with
the Company by means of one (1) or more chains of business enterprises
that are connected by ownership of stock or other proprietary
interests.

       

                           4.2           Organization,
Good Standing and Authority.  The Company was duly organized
and is validly existing as a corporation in good standing under the laws of the
State of California, with full corporate power and authority to own, operate and
lease its properties and to conduct its business as currently
conducted.  The Company is qualified as a foreign corporation in all
other jurisdictions in which it is required to be so qualified pursuant to
applicable law, and all such jurisdictions are listed on Schedule
4.2.  The Company, Seller and Parent Co. have full corporate
power and authority to do and perform all acts and things to be done by them
under this Agreement and the documents, instruments and agreements executed in
connection herewith by the Company, Seller and Parent Co. and the performance of
their obligations hereunder and thereunder have been, to the extent necessary,
duly and properly authorized and no other action or approval by the Company,
Seller, Parent Co. or any other Person, except as set forth or described on
Schedule 4.3,
is necessary for the execution, delivery or performance of this Agreement by the
Company, Seller and Parent Co.

       

                           4.3           Execution
and Delivery.  Except as set forth on Schedule
4.3, all consents, approvals, authorizations and orders necessary for the
execution, delivery and performance by the Company, Seller and Parent Co. of
this Agreement and the transactions contemplated hereby have been duly and
lawfully obtained, and the Company, Seller and Parent Co. have full right,
power, authority and capacity to execute, deliver and perform this Agreement and
the transactions contemplated hereby.  This Agreement has been duly
executed and delivered by the Company, Seller and Parent Co. and constitutes
legal, valid and binding agreements of said Persons enforceable against said
Persons in accordance with its terms in all material respects, except that
enforceability may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights of creditors.  The Credit Agreement and the Collateral
Agreement have been duly executed and delivered by Seller and constitutes a
legal, valid and binding agreement of Seller enforceable against Seller in
accordance with its terms in all material respects, except that enforceability
may be limited by the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights of
creditors.

       

      
        
          
          

        

        
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                           4.4           No
Conflicts.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(a) to Seller’s Knowledge, except as set forth on Schedule 4.4,
conflict with or result in any material breach or violation of any term or
provision of, or constitute a material default under (with or without notice or
passage of time, or both), or otherwise give any Person a basis for accelerated
or increased rights or termination or nonperformance under, any indenture,
mortgage, deed of trust, loan or credit agreement, lease, license or other
agreement or instrument to which the Company, Seller or Parent Co. is a party or
by which any such Person is bound or affected or to which any of the property or
assets of any such Person is bound or affected; (b) result in any material
violation of the provisions of any of the organizational documents (the “Organizational
Documents”) of the Company, Seller or Parent Co. or of any applicable
statute, law, ordinance, rule, regulation, permit, order, writ, judgment,
injunction, decree or award, whether foreign or domestic (“Legal
Requirement”); or (c) result in the creation or imposition of any
Lien upon the Shares or upon any property or assets of the Company, Seller or
Parent Co. (other than the Liens granted by Purchaser pursuant to the Collateral
Agreement).  Except for this Agreement, neither the Company, Seller
nor Parent Co. has any legal obligation, absolute or contingent, to any other
Person to sell any capital stock of the Company, the business of the Company, or
any assets of the Company (other than sales of the Company’s assets in the
Ordinary Course), or to effect any merger, consolidation or other reorganization
of such Person or to enter into any agreement with respect thereto.

       

                           4.5           Corporate
Records.  The copies or originals of the Organizational
Documents of the Company and Seller and the minute books and stock records of
the Company and Seller previously delivered to Purchaser are true, complete and
correct in all material respects (excluding any books or records prepared prior
to March 2006).  The Company has, in accordance with good business
practices, maintained complete and accurate books and records, and correct
records of all its material corporate proceedings; and Seller has delivered
originals or accurate and complete copies of all such books and records of the
Company to Purchaser prior to the Closing.

       

                           4.6           Financial
Statements; Undisclosed Liabilities.

       

                                      (a)           Schedule
4.6(a) contains true and correct copies of the following financial
statements (collectively, the “Financial
Statements”): (i) the unaudited balance sheets of the Company as of
December 31, 2006, December 31, 2007 and December 31, 2008;
(ii) the unaudited income statements of the Company for the fiscal years
ended December 31, 2006, December 31, 2007 and December 31, 2008;
(iii) the unaudited balance sheet of the Company as of June 30, 2009 (the
“June
30, 2009 Balance Sheet”), and (iv) the unaudited statement of income
of the Company for the six months ended June 30, 2009.  June 30,
2009 is
referred to herein as the “Balance
Sheet Date.”  The Financial Statements are complete and correct
in all material respects and have been prepared in accordance with generally
accepted accounting principles (“GAAP”).  The
Financial Statements fairly present the financial condition and results of
operations of the Company as of the dates and for the periods indicated therein,
and are in accordance with the books and records of the Company, which are
accurate and complete in all material respects.  There were no loss
contingencies (as such term is used in Statement of Financial Accounting
Standards No. 5 issued by the Financial Accounting Standards Board in March
1975) which were not adequately provided for in the June 30, 2009 Balance Sheet
in accordance with GAAP.

       

      
        
          
          

        

        
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      (b)           The
Company does not have any material liabilities or obligations of any nature
(whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated,
unasserted, conditional or otherwise), except for liabilities or obligations
(i) reflected or reserved against on the June 30, 2009 Balance Sheet or
(ii) incurred in the Ordinary Course from and after the date of the June
30, 2009 Balance Sheet, (iii) disclosed on the Seller’s Disclosure Schedule
or (iv) under customer contracts which are not in material
default.  As used in this Agreement, “Ordinary
Course” means matters occurring in the ordinary course of business in a
manner and scope consistent with the past operations of the Company and which do
not involve any material breach of any contract or any material violation of any
Legal Requirement.

       

      (c)           The
Company has fully paid all the liabilities listed on Schedule 3.2 except for the
Seller Post-Closing Payments.  Seller (or Parent Co. in lieu of
Seller) will pay all the Seller Post-Closing Payments in full no later than
thirty calendar days after the Closing Date.

       

                           4.7           Absence
of Certain Changes.  Since the Balance Sheet Date, except as
disclosed in Schedule
4.7, the Company has operated its business in the Ordinary Course and has
not:

       

      (a)           issued
any capital stock or other equity interests of the Company or options or rights
to acquire capital stock or other similar rights of the Company, redeemed or
repurchased any outstanding shares of capital stock or other equity interests of
the Company, declared, set aside or paid any dividend or distribution on any
shares of capital stock or other equity interests of the Company, merged with
any other entity or purchased or acquired capital stock or other interest in any
other entity, purchased or otherwise acquired all or substantially all of the
business or assets of any other Person, or transferred or sold a substantial
portion of the Company’s business or assets to any
Person;

       

      (b)           incurred
any debts or liabilities (absolute, accrued, contingent or otherwise), other
than current liabilities incurred in the Ordinary
Course;

       

      (c)           been
subjected to or permitted a Lien upon or otherwise encumbered any of its assets,
except any Lien for taxes not yet due;

       

      (d)           sold,
transferred, licensed or leased any of its rights, assets or properties except
in the Ordinary Course;

       

      (e)           discharged
or satisfied any Lien other than a Lien securing, or paid any obligation or
liability other than, current liabilities shown on the June 30, 2009 Balance
Sheet and current liabilities incurred from and after the Balance Sheet Date, in
each case in the Ordinary Course;

       

      
        
          
          

        

        
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      (f)           canceled
or compromised any debt owed to or by or claim of or against it, or waived or
released any right of material value other than in the Ordinary
Course;

       

      (g)           made
or suffered any change or effect, which (individually or in the aggregate) has
had, or may reasonably be expected to have, a Material Adverse Effect (“Material
Adverse Effect” means any material adverse effect on or change with
respect to the business, financial condition, properties, profitability, or
operations of the Company.);

       

      (h)           made
any change in its accounting methods, principles or
practices;

       

      (i)          
 paid, or agreed to pay, any increase in compensation payable or to become
payable (including any bonus or commission formula) of any kind to any employee,
officer, director or consultant;

       

      (j)          
 entered into any transaction with Seller, Parent Co. or CVC or any
Affiliate of Seller, Parent Co. or CVC (“Affiliate”
means with respect to Seller, Parent Co. and CVC each subsidiary of Seller,
Parent Co. or CVC and any Person controlling, controlled by or under common
control with Seller, Parent Co. or CVC).  The term “control”
(including, with correlative meaning, the terms “controlled by” and “under
common control with”), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person through the ownership, directly or
indirectly, as of the date hereof or as of any future date, of more than 50% of
the voting securities of such Person;

       

      (k)           failed
to renew or obtain an adequate replacement of any insurance policies material to
its business;

       

      (l)          
 to Seller’s Knowledge, taken any action (covertly or overtly) which would
be reasonably expected to cause the termination of any customer Contract;
or

       

      (m)          entered
into any agreement or otherwise obligated itself to do any of the
foregoing.

       

      
        
          
          

        

        
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                          4.8           Property;
Encumbrances.  The Company has good, valid and marketable title
to all its tangible personal property free and clear of all Liens except as set
forth on Schedule
4.8(a), and Liens for taxes not yet due.  The Company does not
own any real property and Schedule
4.8(b) contains a list of all real property leased by the Company
(the “Real
Property”).  Schedule
4.8(c) contains a list of all tangible personal property owned by
the Company or held by the Company pursuant to leases or licenses which,
individually, have a cost, replacement value or fair market value in excess of
$5,000.  The leases and licenses listed on Schedules
4.8(b) and (c) are,
except as set forth in Schedules
4.8(b) and (c),
in full force and effect without any material default, waiver or indulgence
thereunder by the Company or, to Seller’s Knowledge, by any other party thereto;
provided, however, that no representation or warranty is given regarding any
equipment lease between the Company, on the one hand, and Back Nine or 19th
Hole, LLC, a California limited liability company (“19th
Hole”) on the other hand.  True and complete copies of all
leases and licenses listed on Schedules
4.8(b) and (c) have
been provided to Purchaser.  

       

                          4.9           Tangible
Assets.  The Tangible Assets are sold
as-is.    

       

                          4.10         Condition
of Real Property.  To Seller’s Knowledge, no condemnation
proceeding is pending or threatened, which would impair the occupancy, use or
value of any of the Real Property.  To Seller’s Knowledge, the Company
has the exclusive right to use and occupy the Real Property pursuant to the
terms of the real property leases listed on Schedule 4.8(b),
and all material permits required to have been issued or appropriate to enable
the Real Property to be lawfully occupied and used for all of the purposes for
which it is currently occupied and used have been lawfully issued and are in
full force and effect.  Except as set forth on Schedule 4.10,
the Company has not subleased, assigned or transferred any of its rights with
respect to the Real Property, and the Company has not entered into any agreement
to do so (other than to the extent any such action(s) may have been taken by
Anderson or Beale).  To Seller’s Knowledge, there are no outstanding
notices of any uncorrected written violations of applicable building, safety,
fire or housing ordinances with respect to the Real Property.

       

                          4.11         Intellectual
Property and Proprietary Rights.  Schedule
4.11(a) contains a true and complete list of all patents, patent
applications, trade names, trademarks, service marks, trademark and service mark
registrations and applications, copyright registrations and applications,
software source code and grants of a license or right to the Company with
respect to any of the foregoing, owned or claimed to be owned by the Company and
used or proposed to be used by the Company in the conduct of its business,
whether registered or not (collectively, the “Intellectual
Property Rights”), except as to customary “off the shelf” software used
in the Ordinary Course, including, without limitation, Microsoft Windows and
Office programs.  The Company owns and has the unrestricted right to
use the Intellectual Property Rights and every trade secret, know-how, process,
discovery, development, design, technique, customer and supplier list, marketing
and purchasing strategy, invention, process, confidential data and/or other
information (collectively, “Proprietary
Information”) used in its business, free and clear of any right, equity
or claim of others.  The Company has not sold, transferred, assigned,
licensed or subjected to any Lien any Intellectual Property Right or Proprietary
Information or any interest therein.  No Intellectual Property Right
or Proprietary Information conflicts with, infringes on or otherwise violates
any rights of others or is subject to any pending or, to Seller’s Knowledge,
threatened litigation or other adverse claim of infringement by any other
Person.

       

      
        
          
          

        

        
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                          4.12           Insurance.  Schedule
4.12 contains a true and complete list (including the name of the
insurer, policy number, coverage amount, deductible amount, premium amount and
expiration date) of all insurance policies and bonds and self insurance
arrangements currently in force that cover or purport to cover risks or losses
to or associated with the Company’s business, operations, premises, properties,
assets, employees, agents and directors.  The insurance policies,
bonds and arrangements described on Schedule
4.12 (the “Policies”)
are in full force and effect.  No facts or circumstances exist that
would cause the Company to be unable to renew their existing insurance coverage
as and when the same shall expire (and to continue to be able to obtain
additional bonding for new projects as required), in either case upon terms at
least as favorable as those currently in effect, other than possible increases
in premiums that do not result from any act or omission of the
Company.  The Company is not in material breach of or in material
default under any of the Policies, has received any written notice of pending or
threatened cancellation of any Policy, and no claim or coverage under any Policy
is currently being disputed.

       

                          4.13           Indebtedness.  The
Company has no material liability or obligation for Indebtedness other than as
set forth on Schedule
4.13(a) and true and complete copies of all material instruments and
documents, if any, evidencing, creating, securing or otherwise relating to such
Indebtedness have been delivered to Purchaser.  No event has occurred
and no condition has become known to the Company or any Seller that constitutes
or, with notice or passage of time, or both, would constitute a material default
or termination under any instrument or document relating to or evidencing such
Indebtedness.  

       

                          4.14           Judgments;
Litigation.  Except as set forth on Schedule 4.14,
there is no: (a) outstanding judgment, order, decree, award, stipulation or
injunction of any local, state, federal or foreign court, government or
governmental department, commission, instrumentality, board, agency or authority
(“Governmental
Entity”) against the Company or any of its properties, assets or
business; (b)  action, suit, arbitration, hearing, inquiry, proceeding,
complaint, charge or investigation, whether civil, criminal or administrative
(“Action”),
by or before any Governmental Entity or arbitrator or any appeal from any of the
foregoing pending or, to the Seller’s Knowledge, threatened, against the Company
or any of its properties, assets or business; (c) to the Seller’s
Knowledge, fact or circumstance which is reasonably likely to lead to the
instigation of any Action by or against the Company; (d) outstanding judgment,
order, decree, award, stipulation or injunction of any Governmental Entity
against Seller or any of its properties, assets or business that restricts or
could adversely affect Seller’s ability to sell and transfer the Shares pursuant
to this Agreement; or (e) any Action by or before any Governmental Entity or
arbitrator or any appeal from any of the foregoing pending, or to Seller’s
Knowledge, threatened against Seller or any of its properties, assets or
business that restricts or could adversely affect Seller’s ability to sell and
transfer the Shares pursuant to this Agreement.

       

      
        
          
          

        

        
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                          4.15           Employee
Benefit Plans and Compensation.

       

      (a)           Schedule
4.15(a) contains a true and complete list of each current material
written current employment, bonus, deferred compensation, incentive
compensation, stock purchase, stock option, stock appreciation right or other
stock based incentive, severance, change-in-control, or termination pay,
hospitalization or other medical, disability, life or other insurance,
supplemental unemployment benefits, profit-sharing, pension, or retirement plan,
program, agreement or arrangement, and each other employee benefit plan,
program, agreement or arrangement, sponsored, maintained or contributed to or
required to be contributed to for any of the employees of the Company (the
“Benefit
Plans”).  Schedule
4.15(a) identifies each of the Benefit Plans that is an “employee welfare
benefit plan,” or “employee pension benefit plan” as such terms are defined in
Sections 3(1) and 3(2) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”).  Seller
delivered or made available to the Purchaser true and complete copies of all
material documents in its possession in connection with each Benefit
Plan.

       

      (b)           Each
of the Benefit Plans has been operated and administered in all material respects
in accordance with its terms and with applicable laws, rules and regulations,
including but not limited to ERISA and the Code (except for violations or
failures which are not reasonably likely to result in a Material Adverse Effect)
and neither the Company nor any trade or business, whether or not incorporated,
that together with the Company would be deemed a “single employer” under Section
414 of the Code is subject to any material Liability, including additional
contributions, fines, taxes, penalties, or retroactive premiums or similar
adjustments with respect to any Benefit Plan.  Each Benefit Plan
intended to be qualified under Section 401(a) of the Code has been
determined by the Internal Revenue Service to be so qualified (or there is
additional time available to request such a determination).  To
Seller’s Knowledge, no event or condition has occurred or is expected to occur
that would adversely affect the qualified status of any such Benefit Plan
subsequent to such determination.  Each Benefit Plan is fully
funded.  The Company does not maintain or make contributions to, and
has not at any time in the past maintained or made contributions to, any
employee benefit plan that (i) is or was subject to the minimum funding
standards of ERISA or (ii) is or was subject to collective
bargaining.  Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated herein will (i) entitle any
independent contractor, employee, officer or director of the Company to
severance pay, unemployment compensation or any other payment or (ii) accelerate
the time of payment or vesting or increase the amount of compensation due any
independent contractor, employee, officer or director of the
Company.  Within the three year period immediately preceding the
Closing Date, the Company has not taken any action to entitle, and the Company
does not owe, any current or former independent contractor, employee, officer or
director of the Company any severance pay or any other compensation that has not
previously been paid in its entirety.

       

      
        
          
          

        

        
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                                      (c)           Company
has paid those items as disclosed on Schedule
4.15(c), including the compensation (including, but not necessarily
limited to, all salaries, bonuses and commissions) and expense reimbursements
owed to the Company’s independent contractors, employees, officers and directors
for or in connection with any services rendered or expenses incurred included on
Schedule 4.15(c).

       

      (d)           Each
director, officer and employee of the Company who is to provide a resignation
pursuant to Section 3.6(o) has previously received any and all expense
reimbursements, salary, bonuses, commissions and any other form of compensation
they are each entitled to receive for services rendered prior to the Closing and
will not, after the Closing, be entitled to receive any expense reimbursements,
salary, bonuses, commissions or any other form of compensation from the Company
or Purchaser.

       

      4.16           Permits,
Licenses, Etc.

       

      (a)           To
Seller’s Knowledge, the Company possesses, and is in material compliance with,
all material franchises, licenses, permits, certificates, authorizations, rights
and other approvals of Governmental Entities necessary to (i) occupy,
maintain, operate and use the Real Property as it is currently used and proposed
to be used, (ii) conduct its business as currently conducted and as
proposed to be conducted, and (iii) maintain and operate the Benefit Plans
(collectively the “Permits”).  Schedule
4.16(a) contains a true and complete list of all
Permits.  Each Permit has been lawfully and validly issued and is in
full force and effect, and no proceeding is pending or, to Seller’s Knowledge,
threatened with respect to the revocation, suspension or limitation of any
Permit.  The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby and thereby will not
result in the revocation, suspension, limitation or adverse modification of any
Permit and, except as set forth in Schedule
4.16(a), no Permit will require the consent of its issuing authority to,
or as a result of the consummation of, the transactions contemplated
hereby.

       

      (b)           The
Company has not been notified or presently has no reason to believe any of the
Permits will not be renewed in the Ordinary Course upon its
expiration.  The Company is not in breach of, nor has it received any
claim or assertion (in writing or otherwise) that the Company has breached any
of the terms or conditions of any Permit.

       

                          4.17           Regulatory
Filings.  The Company has made all material required
registrations and filings with and submissions to all applicable Governmental
Entities relating to the operations of the Company as currently conducted and as
proposed to be conducted.  All such registrations, filings and
submissions were in compliance with all Legal Requirements and other
requirements when filed, no material deficiencies have been asserted by any such
applicable Governmental Entities with respect to such registrations, filings or
submissions and no facts or circumstances exist which would indicate that a
material deficiency may be asserted by any such authority with respect to any
such registration, filing or submission.

       

      
        
          
          

        

        
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                          4.18           Consents.  Schedule
4.18 sets forth all material consents, authorizations and approvals of,
and all filings, notices and registrations with, any Person to, or as a result
of the consummation of, the transactions contemplated hereby that are necessary
in connection with the operations and business of the Company as currently
conducted and as proposed to be conducted or are required to be obtained or made
by the Company.  All such consents and filings have been obtained or
made or will be obtained or made by the Company prior to the
Closing.

       

                          4.19           Material
Contracts; No Defaults. 

       

      (a)           To
Seller’s Knowledge, Schedule 4.19
contains a true and complete list and description of all material contracts,
agreements, understandings, arrangements and commitments, written or oral, of
the Company (the “Contracts”)
by which they or their properties, rights or assets are bound
which:

       

      (i)           
 involve consideration with a value of $50,000 in the aggregate or more
over its term (other than Ordinary Course customer
contracts);

       

      (ii)           
cannot be terminated by the Company on less than 90 days’ notice without penalty
or payment of damages exceeding $5,000 in each case.

       

      (iii)           evidence
or provide for Indebtedness;

       

      (iv)           guarantee
the performance, liabilities or obligations of any other
entity;

       

      (v)           
restrict in any material respect the ability of the Company to conduct any
business activities;

       

      (vi)           involve,
as parties thereto, Seller, Parent Co. or CVC or any Affiliate of Seller, Parent
Co. or CVC;

       

      (vii)          are
subject to termination or modification by any third party as a result of the
transactions contemplated by this Agreement;

       

      (viii)         involve
more than $10,000 and will require the Company to purchase or provide goods or
services for a period of more than 90 days after the Closing Date;
or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ix)           are
otherwise material to the Company’s business.

       

      True and
complete copies of such written Contracts and summaries of the significant terms
and conditions of such oral Contracts have been provided to
Purchaser.

       

      (b)           Each
Contract is, and immediately after the Closing will be (on identical terms),
legal, valid, binding, enforceable against the Company and in full force and
effect in the form delivered to Purchaser. The Company is not, and, to Seller’s
Knowledge, no other party is in material breach of or default under any
Contract, and the Company has not received in writing or otherwise any claim or
assertion that the Company is in material breach of or default under any
Contract.

       

      (c)           No
event has occurred or, based on facts presently known to exist, is reasonably
anticipated which with notice or lapse of time or both would constitute a breach
or default, or permit termination, acceleration or modification, under any
Contract.

       

                          4.20           Employment
Laws.  Except to the extent expressly provided in Schedule
4.20:

       

      (a)           The
Company is in compliance in all material respects with all federal, state or
other applicable laws respecting employment and employment practices, terms and
conditions of employment, wages and hours and occupational safety with respect
to its business, and has not received notice of, and, to Seller’s Knowledge, is
not engaged in, any unfair labor practice with respect to its
business.

       

      (b)           There
is no labor strike, dispute, slowdown or stoppage pending or, to Seller’s
Knowledge, threatened against or affecting the Company.  No employee
of the Company is represented by a union.

       

      (c)           There
are no claims, grievances or arbitration proceedings, workers’ compensation
proceedings, labor disputes (including charges of violations of any federal,
state or local laws or regulations relating to current or former employees
(including retirees)), governmental investigations or administrative proceedings
of any kind pending or, to Seller’s Knowledge, threatened against or relating to
the Company, its employees or employment practices, or operations as they
pertain to conditions of employment that could have a Material Adverse Effect;
nor is the Company subject to any order, judgment, decree, award or
administrative ruling arising from any such matter that could have a Material
Adverse Effect.

       

      
        
          
          

        

        
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                          4.21           Principal
Customers.  Schedule
4.21 contains a true and complete list of the names and addresses of
the ten (10) largest customers, as measured by the fees received from
such customer during each of the twelve (12) months ended December 31, 2008
and for the six (6) months ended June 30, 2009.  Except as set forth
on Schedule
4.21, in the last twelve (12) months, no such customer (i) has
cancelled, suspended or otherwise terminated its relationship with the Company,
or (ii) has advised the Company of its intention to cancel, suspend or
otherwise terminate its relationship with the Company, or to materially reduce
its business or adversely change the terms upon which it pays for goods or
services from the Company.  Subject to the receipt of all applicable
consents, approvals, and authorizations described in Schedule
4.18 and the Company does not, except as disclosed on Schedule
4.21, reasonably anticipate that any customer listed on Schedule
4.21 will cancel, suspend or terminate its relationship with the
Company, or materially reduce its business or adversely change the terms upon
which it pays for goods or services from the Company as a result of the
consummation of the transactions contemplated by this Agreement.  The
Company has not taken any action that would result in the cancellation,
suspension or termination of its relationship with any customer (other than to
the extent any such action(s) may have been taken by Anderson or
Beale).

       

                          4.22           Compliance
with Law.  Except as set forth in Schedule
4.22, in all material respects, the Company (a) currently is not in
violation of, or conducting its business or operations in violation of, or using
or occupying its properties or assets in violation of, any Legal Requirement,
(b) since March 2006, has not violated, conducted their business or
operations in violation of, or used or occupied their properties or assets in
violation of, any Legal Requirement, or (c) since March 2006, has not
received any notice of any alleged violation of, or any citation for
noncompliance with, any Legal Requirement.  To Seller’s Knowledge,
there are no facts that are reasonably likely to give rise to any violation by
the Company of any Legal Requirement.

       

                          4.23           Environmental
Laws.

       

      (a)           To
Seller’s Knowledge and except as disclosed on Schedule
4.23, (i) the Company is in material compliance with all applicable
Environmental Laws (as defined below), (ii) the Company has not generated,
processed, produced, stored, treated, transported, Released or disposed of any
Hazardous Materials (as defined below) at, in, on, under, about or from the Real
Property (including facilities previously leased or owned by the Company or, to
Seller’s Knowledge, any other business the stock or net assets of which have
been acquired by the Company) or at any other location except in material
compliance with all applicable Environmental Laws, and (iii) the Company
has not received from any Governmental Entity or any other Person, any material
notice of violation, notice to comply, compliance schedule, administrative or
judicial complaint or proceeding, information request, order, enforcement action
or lien with respect to alleged or alleging material potential violations of or
liabilities under Environmental Laws by or on behalf of the Company or relating
to the Real Property (including facilities previously leased by the
Company).  The Company has provided Purchaser with copies of all
material reports in their possession of environmental compliance audits,
environmental assessments, environmental inspection reports, and correspondence
with or submissions to Governmental Entities under Environmental Laws, in each
case in connection with the operation of the Company’s business or the Real
Property.

       

      
        
          
          

        

        
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      (b)           “Environmental
Laws” shall mean all applicable laws, statutes, regulations, rules,
ordinances, decrees, orders and agreements, which purport to regulate the
generation, processing, production, storage, treatment, transport or Release (as
defined below) of Hazardous Materials to the environment, or impose
requirements, conditions or restrictions relating to environmental protection,
management, planning, reporting or notice, or public or employee health and
safety.

       

      (c)           “Hazardous
Material(s)” shall mean any substance which is (i) defined as a
hazardous substance, hazardous material, hazardous waste, biohazardous
materials, pollutant, toxic substance, pesticide, contaminant or words of
similar import under any Environmental Law, (ii) a petroleum hydrocarbon,
including crude oil or any fraction thereof, (iii) hazardous, toxic,
corrosive, flammable, explosive, infectious, radioactive, carcinogenic or a
reproductive toxicant, or (iv) regulated pursuant to any Environmental
Law.

       

      (d)           “Release”
shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or disposing into the
environment (including the abandonment or discarding of barrels, containers and
other receptacles containing any Hazardous Material).

       

                          4.24           Brokers’
Fees.  Except as set forth on Schedule
4.24, no broker, finder or similar agent has been employed by or on
behalf of the Company, Seller, Parent Co. or CVC in connection with this
Agreement or the transactions contemplated hereby, and neither the Company,
Seller, Parent Co. or CVC has entered into any agreement, arrangement or
understanding of any kind with any Person for the payment of any brokerage
commission, finder’s fee or any similar compensation in connection with this
Agreement or the transactions contemplated hereby.

       

                          4.25           Taxes.  Except
as to any matters disclosed in Schedule
4.25:

       

      (a)           The
Company has (i) filed all Tax Returns required to be filed by any jurisdiction
to which it is subject, (ii) paid in full on a timely basis all Taxes due and
claimed to be due by each such jurisdiction, (iii) duly collected or withheld
and timely paid all Taxes required to be collected from others or deducted and
withheld from any amounts paid to employees or others, and (iv) properly
completed and filed all sales tax exemption certificates for sales where Tax was
not charged.  Such Tax Returns accurately and completely set forth all
relevant items and accurately reflect the Tax Liabilities for such
periods.  No material Tax deficiency or penalty has been asserted or,
to Seller’s Knowledge, threatened by any such jurisdiction against the
Company.  “Tax”
or “Taxes”
means any federal, state, local, or foreign income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental (including taxes under Code Section 59A), customs duties,
capital stock, franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, value added, alternative or add-on minimum, estimated,
or other tax of any kind whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not.  “Tax
Return” or “Tax
Returns” means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment
thereof.

       

      
        
          
          

        

        
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      (b)           There
is no audit of any Tax Return of the Company in progress.  The Company
has no notice nor any knowledge of any threatened action, suit, proceeding,
investigation, audit, or claim for or relating to Taxes, there are no matters
under discussion with any governmental authorities with respect to Taxes that
could result in an additional amount of Taxes, and no governmental authority has
indicated that it intends to audit any Tax Return of the
Company.

       

      (c)           The
Company has not (i) waived any statute of limitations with respect to Tax
obligations or agreed to any extension of time with respect to a Tax assessment
or deficiency, (ii) been a party to any Tax allocation or sharing agreement,
(iii) been a member of any affiliated group (other than the affiliated group of
which the Parent Co. is the common parent) filing a consolidated federal income
tax return, nor taken any other action that could result in Liability for Taxes
of an affiliated group (other than the affiliated group of which the Company is
the common parent) under Treas. Reg. Section 1.1502-6 (or any similar provision
of state, local, or foreign law), including as a transferee or successor, by
contract, or otherwise, or (iv) is currently the beneficiary of any extensions
of time within which to file any Tax Return. “Liability” means any liability
(whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due), including any liability for
Taxes.  No claim has ever been made by an authority in a jurisdiction
where the Company does not file Tax Returns that it is or may be subject to
taxation by that jurisdiction, nor is there any material factual or legal basis
for any such claim.

       

      (d)           Schedule
4.25(d) lists all federal, state, local, and foreign income Tax Returns
filed with respect to the Company since January 1, 2005, and indicates those
income Tax Returns that have been audited and those that are currently the
subject of an audit.  The Company has delivered to the Purchaser
correct and complete copies of all state, federal, and foreign income tax
returns with respect to all taxable periods for which the statute of limitations
is still open, and copies of all examination reports and statements of
deficiencies that have been assessed against or agreed to by the Company and
that may have a material effect on the tax liability of the Company for any
present or future taxable period or for any past taxable period for which the
statute of limitations is still open.

       

      
        
          
          

        

        
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      (e)           The
Company has not been a United States real property holding corporation within
the meaning of Code Section 897(c)(2) during the applicable period specified in
Code Section 897(c)(1)(A)(ii).

       

      (f)           The
Company has not (i) agreed or consented at any time under Section 341(f) of the
Code to have the provisions of Section 341(f)(2) of the Code apply to any
disposition of any assets, (ii) agreed, nor is it required, to make any
adjustment under Section 481(a) of the Code by reason of a change in accounting
method or otherwise that will affect the liability of the Company for Taxes,
(iii) made an election, nor is it required, to treat any asset as owned by
another person pursuant to the provisions of Section 168(f) of the Code or as
tax-exempt bond financed property or tax-exempt use property within the meaning
of Section 168 of the Code, (iv) made any of the foregoing elections nor is it
required to apply any of the foregoing rules under any comparable state or local
tax provision.  The Company does not own any material assets that were
financed directly or indirectly with, or that directly or indirectly secure,
debt the interest on which is tax-exempt under Section 103(a) of the
Code.

       

      (g)           The
Company is not a party to any “Gain Recognition Agreements” as such term is used
in the Treasury Regulations promulgated under Section 367 of the
Code.

       

      (h)           The
Company has not made or become obligated to make, nor will Seller or the
Company, as a result of any event connected with any transaction contemplated
herein and/or any termination of employment related to such transaction, make or
become obligated to make, any “excess parachute payment,” as defined in Section
280G of the Code (without regard to subsection (b)(4)
thereof).

       

      (i)           There
are no Liens for Taxes (other than for current Taxes that are not yet due and
payable or are being contested in good faith) upon the Shares or any of the
assets of the Company.

       

      (j)           There
are no joint ventures, partnerships, limited liability companies, or other
arrangements or contracts to which the Company is a party and that could be
treated as a partnership for federal income tax
purposes.

       

      (k)           The
Company does not have outstanding any “deferred gain” resulting from any
“deferred intercompany transaction,” as both such terms were used in Section
1.1502-13 of the Treasury Regulations as such was in effect for taxable years
beginning before July 12, 1995.

       

      (l)           The
Company does not have outstanding any “intercompany items” or any “corresponding
items” from any “intercompany transactions,” as such terms are used in Section
1.1503-13 of the Treasury Regulations as such is in effect for taxable years
beginning on or after January 1, 2005, that have not previously been taken into
account under the terms of such regulation.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (m)           The
Company does not currently have or in the past had any “permanent establishment”
in any foreign country, as such term is defined in any applicable Tax treaty or
convention between the United States and such foreign country or has otherwise
taken steps that have exposed, or will expose, it to the taxing jurisdiction of
a foreign country.

       

      (n)           The
unpaid Taxes of the Company (A) did not, as of the most recent fiscal month end
prior to the date hereof, exceed the reserve for Tax Liability (not including
any reserve for deferred Taxes established to reflect timing differences between
book and Tax income) set forth on the face of the June 30, 2009 Balance Sheet
(other than in any notes thereto) that has been made available to the Purchaser
and (B) will not, as of the Closing Date, exceed said
reserve.

       

      (o)           The
Company has not agreed, nor is it required to make, any adjustments under
Section 481(a) of the Code by reason of a change in accounting method or
otherwise.

       

      (p)           The
Company has not entered into a transaction that is currently being accounted for
under the installment method of 453 of the Code or similar provision for
state-tax purposes.

       

      (q)           The
Company is not a party to any transactions pursuant to which income has been
realized but not recognized for tax purposes.

       

      (r)           The
Company is not a party to any closing agreement pursuant to Section 7121 of the
Code or any similar provisions of state law, and is not subject to any private
letter ruling or similar pronouncement with respect to any tax
matter.

       

      4.26           Accounts
Receivable.  To Seller’s Knowledge, except as disclosed in
Schedule
4.26, the Company’s notes and accounts receivable related to any services
provided or products sold on or after July 20, 2009 are valid receivables
arising from bona fide transactions entered into in the Ordinary Course and are
current and collectible in full in accordance with their terms, and are not
subject to any valid counterclaims or setoffs; provided, however, that the
foregoing in no way guarantees the actual collection of any accounts
receivable.

       

      4.27           [Intentionally
Deleted.]

       

      4.28           Corrupt
Practices.  Neither the Company, Seller nor Parent Co., or to
Seller’s Knowledge, any of Seller’s employees, have directly or indirectly, with
respect to any business conducted by the Company, made any contribution, gift,
bribe, rebate, payoff, influence payment, kickback, or other payment to any
Person, private or public, regardless of what form, whether in money, property
or services (i) to obtain favorable treatment for business or any contracts or
agreements secured, (ii) to pay for favorable treatment for business or any
contracts or agreements secured, (iii) to obtain special concessions or for
special concessions already obtained, or (iv) in violation of any Law; provided,
however, that no representation or warranty is provided regarding any such
action(s) that may have been taken by Anderson or Beale.

       

      
        
          
          

        

        
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      4.29           No
Insolvency.  No insolvency proceeding of any character,
including, without limitation, bankruptcy, receivership, reorganization,
composition, or arrangement with creditors, voluntary or involuntary, against
the Company, Seller or Parent Co. or any assets of the Company, Seller or Parent
Co. is pending or, to Seller’s Knowledge, threatened.  Neither the
Company, Seller nor Parent Co. has taken any action in contemplation of, or that
would constitute the basis for, the institution of any such insolvency
proceeding.

       

      4.30           Disclosures.  No
representation or warranty of Seller or Parent Co. in this Agreement or any
Exhibit or Schedule hereto, nor any information or certificate delivered or to
be delivered by the Company, Seller or Parent Co. in accordance with the terms
hereof, contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary to make the statements
herein or therein not misleading.  With respect to any oral agreement
or arrangement disclosed in Seller’s Disclosure Schedule, only those terms of
such oral agreement expressly described in such Schedule shall be deemed to have
been disclosed to Purchaser thereby. There is no fact known to the Company,
Seller or Parent Co. which would have a Material Adverse Effect, or which the
Company, Seller or Parent Co. believes may have a Material Adverse Effect, on
the Company, its business or any of its assets which has not been disclosed in
this Agreement or any Schedule or Exhibit hereto.

       

      4.31           No
Other Payments Owed to Seller or Parent Co.  Following the
Closing, the Company will not owe any payments to Seller or Parent Co. other
than any payments owed to Seller pursuant to this Agreement or the Credit
Agreement.

       

      4.32           Additional
Representations and Warranties.  Seller and Parent Co. also
make all the representations and warranties set forth in Exhibit F attached
hereto.

       

      4.33           Reliance.  The
representations and warranties in this Section 4 and Exhibit F attached hereto
are made by Seller and Parent Co. with the knowledge and expectation that
Purchaser is placing complete reliance thereon in entering into, and performing
its obligations under, this Agreement.

       

      
        
          
          

        

        
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               5.           Representations
and Warranties of Purchaser.  As an inducement to Seller to
enter into this Agreement and to consummate the transactions contemplated herein
and except as set forth in the disclosure schedule delivered by Purchaser and
attached hereto as Schedule
5 with multiple subparts (the “Purchaser’s
Disclosure Schedule”), Purchaser makes the representations and warranties
to Seller set forth in this Section 5.  Nothing in the Purchaser’s
Disclosure Schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein, however, unless the Purchaser’s
Disclosure Schedule identifies the exception with reasonable particularity and
describes the relevant facts in reasonable detail.  An exception in
the Purchaser’s Disclosure Schedule relating to one representation or warranty
shall be deemed to qualify or to serve as an exception to another representation
or warranty to the extent such exception expressly cross-references one or more
applicable representations set forth in another section of this Section
5.  The Purchaser’s Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs contained in this Section
5.

       

                          5.1           Organization;
Good Standing; Authority.  Purchaser is duly organized and
validly existing as a corporation in good standing under the laws of the State
of California.  Purchaser has full corporate power and authority to do
and perform all acts and things to be done by it under this
Agreement.  The execution and delivery of this Agreement, the Note,
the Second Note and the Credit Agreement by Purchaser and the performance of its
obligations hereunder and thereunder have been, to the extent necessary, duly
and properly authorized and no other action or approval by Purchaser or any
other Person, except as otherwise provided in this Agreement, is necessary for
the execution, delivery or performance of this Agreement by
Purchaser.

       

                          5.2           Execution
and Delivery.  Except as set forth on Schedule 5.2
or any consents, approvals or authorizations the Company or Seller is
obligated to obtain pursuant to this Agreement, all consents, approvals,
authorizations and orders necessary for the execution, delivery and performance
by Purchaser of this Agreement have been duly and lawfully obtained, and
Purchaser has full right, power, authority and capacity to execute, deliver and
perform this Agreement.  This Agreement has been duly executed and
delivered by Purchaser and constitutes legal, valid and binding agreement of
Purchaser enforceable against Purchaser in accordance with its terms, except
that enforceability may be limited by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights of creditors.

       

                          5.3           No
Conflicts.  The execution, delivery and performance of this
Agreement by Purchaser will not (a) except as set forth on Schedule 5.3,
conflict with or result in a breach or violation of any term or provision of, or
constitute a default under (with or without notice or passage of time, or both),
or otherwise give any Person a basis for accelerated or increased rights or
termination or nonperformance under, any indenture, mortgage, deed of trust,
loan or credit agreement, lease, license or other agreement or instrument to
which Purchaser is a party or by which Purchaser is bound or affected or to
which any of the property or assets of Purchaser are bound or affected,
(b) result in the violation of the provisions of the Articles of
Organization or Operating Agreement of Purchaser or any Legal Requirement, or
(c) result in the creation or imposition of any Lien upon any property or
asset of Purchaser.

       

      
        
          
          

        

        
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                          5.4           Brokers.  Except
as set forth on Schedule 5.4,
no broker, finder or similar agent has been employed by or on behalf of
Purchaser or any affiliate of Purchaser in connection with this Agreement or the
transactions contemplated hereby, and neither Purchaser nor any affiliate of
Purchaser has entered into any agreement, arrangement or understanding of any
kind with any Person for the payment of any brokerage commission, finder’s fee
or any similar compensation in connection with this Agreement or the
transactions contemplated hereby.  

       

                          5.5           Investment.  Purchaser
acknowledges that the Shares have not been registered under the Securities Act
of 1933 (the “Securities
Act”) or qualified under any state blue sky or other securities laws, and
may not be resold absent registration under the Securities Act and qualification
under applicable state blue sky or other securities laws, or an applicable
exemption from the registration and prospectus delivery requirements of the
Securities Act (and applicable blue sky or other securities
laws).  Purchaser is acquiring the Shares for its own account, for
investment purposes only and not with a view towards the resale or distribution
thereof in violation of the Securities Act or any blue sky or other securities
laws.

       

      5.6           Ownership
of Certain Assets.  Prior to the Closing, the assets listed on
Schedule
5.6 were contributed to Back Nine and all of those assets are owned by
Back Nine as of the Closing Date.  Immediately prior to the Closing,
all said assets of Back Nine were subject to no Liens other than the Liens
listed on Schedule
5.6 (Back Nine is to grant a security interest in said assets pursuant to
the Collateral Agreement).

       

      5.7           Tax
Returns.  Schedule
5.7 contains true and correct copies of Back Nine’s federal tax
returns for its 2006, 2007 and 2008 tax years, and those tax returns are
complete and correct in all material respects.

       

      5.8           No
Further Payments to Anderson or Beale.  After the Closing,
neither Parent Co. nor Seller will be liable for any further compensation or
benefits (or any other form of payment or reimbursement) to Anderson or Beale;
provided, however, that any options or other rights to purchase capital stock
previously granted to Anderson or Beale by Parent Co. will remain in force and
effect pursuant to the respective terms of any such agreements or
arrangements.

       

               6.           Other
Agreements; Further Assurances.  If at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each Party shall take or cause to be taken all such necessary
or desirable action and execute, deliver and file, or cause to be executed,
delivered and filed, all necessary or desirable documentation.

       

      
        
          
          

        

        
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               7.           Indemnification.

       

                           7.1           Survival
Provisions.  

       

      (a)           The
representations and warranties, covenants and agreements of the Parties hereto
contained in this Agreement shall survive the Closing and the consummation of
the transactions contemplated hereby (and any examination, or knowledge of, or
investigation by or on behalf of any Party).

       

      (b)           Claims
for indemnification pursuant to Section 7.2(a) must be made by
delivery of written notice to the party against whom the indemnification claim
is made, setting forth in general terms the basis for the indemnification claim,
no later than the first anniversary of the date of this Agreement (the “Termination
Date”); provided,
however,
claims for indemnification for Damages (defined below) arising from any material
breach of the representations and warranties contained in Sections 4.1 (Title to
Shares), 4.2 (Organization, Good Standing, Authority), 4.3 (Execution and
Delivery), 4.4 (No Conflicts), 4.13 (Indebtedness), 4.15 (Employee Benefit Plans
and Compensation), 4.22 (Compliance with Law), 4.23 (Environmental Laws), 4.25
(Taxes), 4.28 (Corrupt Practices) or claims for intentional misrepresentations
(collectively, “Excluded
Claims”) may be made at any time, subject to the applicable statute of
limitations.  The Termination Date or the applicable later date as
described above is referred to herein as the “Claims
Period”.

       

                           7.2           Indemnification.

       

      (a)           Subject
to the limitations set forth in Section 7.3, the Seller and Parent Co.
hereby covenant and agree, jointly and severally, to defend, indemnify and hold
harmless Purchaser and its affiliates (collectively, the “Purchaser
Indemnitees”) from and against any and all claims, actions, losses,
obligations, costs, expenses, settlement payments, awards, damages, judgments,
fines, penalties and other liabilities of any kind or nature whatsoever,
including, without limitation, reasonable attorneys’, accountants’ and experts’
fees (collectively, “Damages”)
arising out of or resulting from: (i) any material inaccuracy in or breach
of any representation or warranty made by Seller or Parent Co. in this Agreement
or in any certificate delivered by the Company, Seller or CVC pursuant to this
Agreement; (ii) the failure of Seller or Parent Co. to perform or observe
any covenant, agreement or condition to be performed or observed by such Person
pursuant to this Agreement; or (iii) the failure of Seller to perform or observe
any covenant, agreement or condition to be performed or observed by Seller
pursuant to the Credit Agreement.  

       

      (b)           Purchaser
hereby covenants and agrees to defend, indemnify and hold harmless Seller from
and against any and all Damages arising out of or resulting from: (i) any
material inaccuracy in or breach of any representation or warranty made by
Purchaser in this Agreement or in any certificate delivered pursuant to this
Agreement and (ii) the failure of Purchaser to perform or observe any
covenant, agreement or condition to be performed or observed by Purchaser
pursuant to this Agreement, the Note, the Second Note or the Credit
Agreement.

       

      
        
          
          

        

        
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                           7.3           Limitations
on Indemnification.  

       

      (a)           Notwithstanding
any other provision of this Section 7 to the contrary, no Party shall be
obligated to defend, indemnify or hold harmless any Purchaser Indemnitee for
breaches of representations or warranties unless and until the aggregate amount
of Damages incurred by all Purchaser Indemnitees exceeds an amount equal to
$50,000.00 (the “Deductible
Amount”), in which event Seller and Parent Co. shall be obligated to
defend, indemnify and hold harmless Purchaser Indemnitees from and against all
Damages incurred by Purchaser Indemnitees in excess of the Deductible Amount;
provided,
however,
that Seller and Parent Co. will not be entitled to the benefit of the Deductible
Amount with respect to Excluded Claims or any Damages arising under any
intentional misrepresentation or breach of any representation or warranty
involving fraud or willful misconduct.

       

      (b)           Neither
Seller nor Parent Co. shall be obligated to indemnify Purchaser in excess of the
Purchase Price actually paid by Purchaser pursuant to Section 2 (the “Cap
Amount”); provided, however, that Seller and Parent Co. will not be
entitled to the benefit of the Cap Amount with respect to any Damages arising
under any intentional misrepresentation or breach of any representation or
warranty involving fraud or willful misconduct.

       

                           7.4           Third
Party Claims.

       

      (a)           If
any party entitled to be indemnified pursuant to Section 7.2 (an “Indemnified
Party”) receives notice of the assertion by any third party of any claim
or of the commencement by any such third party of any Action (any such claim or
Action being referred to herein as an “Indemnifiable
Claim”) with respect to which another party hereto (an “Indemnifying
Party”) is or may be obligated to provide indemnification, the
Indemnified Party shall immediately notify the Indemnifying Party in writing
(the “Claim
Notice”) of the Indemnifiable Claim; provided,
that the failure to provide such notice shall not relieve or otherwise affect
the obligation of the Indemnifying Party to provide indemnification hereunder,
except to the extent that any Damages or other prejudice or expense to the
Indemnifying Party directly resulted or were caused by such
failure.

       

      
        
          
          

        

        
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      (b)           Except
with respect to any Special Claim, the Indemnifying Party shall have
thirty (30) days after receipt of the Claim Notice (unless the claim or
Action requires a response before the expiration of such thirty-day period, in
which case the Indemnifying Party shall have until the date that is
ten (10) days before the required response date; provided, however, in
every case, the Indemnifying Party shall have at least ten (10) days in which to
respond) to acknowledge responsibility for the entire amount of the
Indemnifiable Claim and undertake, conduct and control, through counsel of its
own choosing, and at its expense, the settlement or defense thereof, and the
Indemnified Party shall cooperate with the Indemnifying Party in connection
therewith; provided,
that (i) the Indemnifying Party shall permit the Indemnified Party to
participate in such settlement or defense through counsel chosen by the
Indemnified Party, provided
that the fees and expenses of such counsel shall not be borne by the
Indemnifying Party, (ii) the Indemnifying Party shall not settle any
Indemnifiable Claim without the Indemnified Party’s consent if the settlement
requires the Indemnified Party to admit wrongdoing, pay any fines or refrain
from any action and (iii) if, in the written opinion of independent counsel
selected by the Indemnifying Party and approved by the Indemnified Party, the
Indemnified Party has separate, material defenses from the Indemnifying Party or
that there is a material and significant conflict of interest between the
Indemnified and Indemnifying Parties, then the Indemnified Party shall be
permitted to retain special counsel of its own choosing (approved by the
Indemnifying Party); the reasonable expenses of such special counsel shall be
paid by the Indemnifying Party, provided that such special counsel’s role shall
be limited to address only those issues where a conflict exists.  So
long as the Indemnifying Party has taken responsibility for and continues to
defend the Indemnifiable Claim in good faith, the Indemnified Party shall not
pay or settle such claim without the Indemnifying Party’s consent, which consent
shall not be unreasonably withheld or delayed.  “Special
Claim” means any Indemnifiable Claim involving any possibility of
criminal liability, an action for injunctive relief, or an action by any
Governmental Entity.

       

      (c)           If
the Indemnifying Party does not notify the Indemnified Party within
thirty (30) days after receipt of the Claim Notice (or before an
earlier date as specified above, if the claim or Action requires a response
before the expiration of such thirty (30) day period), that it acknowledges
responsibility for the entire amount of the Indemnifiable Claim and elects to
undertake the defense of the Indemnifiable Claim described therein, or if the
Indemnifiable Claim involves a Special Claim, the Indemnified Party shall have
the right to contest, settle or compromise, through counsel of its own choosing,
the Indemnifiable Claim in the exercise of its reasonable discretion at the
expense of the Indemnifying Party; provided,
that the Indemnified Party shall notify the Indemnifying Party of any compromise
or settlement of any such Indemnifiable Claim; and provided further, if the
Indemnifying Party subsequently acknowledges responsibility and takes over the
defense of the matter, the Indemnifying Party shall have the right to substitute
legal counsel of its own choosing with respect to the defense of the Indemnified
Party.

       

                          7.5           Indemnification
Payments.

       

      (a)  All
payments from one Party to this Agreement to another Party to this Agreement
made under this Section 7 are in the nature of adjustments to the Purchase Price
and each Party agrees that it will file its federal, state and local Tax returns
in a manner consistent with treating such payments as adjustments to the
Purchase Price.  Any indemnity payments required to be made by a Party
to this Agreement under this Section 7 shall be made promptly via wire transfer
of immediately available funds to such bank and accounts as are designated by
the recipient(s) of such indemnity payments.

       

      
        
          
          

        

        
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      (b)           The
amount of any Damages to which any Party shall be entitled shall be calculated
net of (i) any tax benefit actually received by the Indemnified Party in respect
of losses giving rise to such liabilities and (ii) any insurance proceeds
actually collected by the Indemnified Party in respect of such loss; provide,
however, that the amount of such insurance proceeds collected by the Indemnified
Party shall be adjusted to exclude from total proceeds the amount of any
self-insurance, retro premiums or other portion of such proceeds that are
ultimately borne by the Indemnified Party rather than the insurer.

       

      (c)           Notwithstanding
any other provision of this Agreement, neither Seller nor Parent Co. will be
liable for any breach of any representation or warranty contained in Exhibit F
unless there are Damages related to any such representation or warranty that
arise under or are related to any action taken or claim asserted by CVC or any
of its affiliates, subsidiaries or assigns.  This Section 7.5(c) in no
way limits the liability of Seller or Parent Co. for the breach of any
representation or warranty contained in this Agreement other than those
representations and warranties in Exhibit F regardless of whether any
representations or warranties outside of Exhibit F are the same as or
substantially similar to any representations or warranties contained in Exhibit
F.

       

      8.             
General
Provisions.

       

                            
 8.1           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed duly given (a) when delivered personally, (b) on the third business day
after mailing by registered or certified mail (return receipt requested),
postage prepaid, or (c) on the business day immediately following the day sent
by overnight courier, in any case to the applicable Party at the following
address (or at such other address for a Party as shall have been specified by
like notice, provided that notices of a change of address shall be effective
only upon receipt thereof):

       

      (a)              
 if to Seller, to:

       

      General
Environmental Management, Inc.

      3191 W.
Temple Avenue

      Pomona,
California 91768

      Attention:  Mr.
Tim Koziol

      Telephone:  909-444-9500

      Facsimile:  909-444-8356

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      (b)           if
to Parent Co., to:

       

      General
Environmental Management, Inc.

      3191 W.
Temple Avenue

      Pomona,
California 91768

      Attention:  Mr.
Tim Koziol

      Telephone:  909-444-9500

      Facsimile:  909-444-8356

       

      In the case of (a) and (b)
above, with a copy to:

       

      Lund LAW
Group

      1451
Quail Street, Suite 202

      Newport
Beach, CA 92660

      Attention:  Patrick
Lund, Esq.

      Telephone:  949-250-4230

      Facsimile:  949-250-4503

       

      (c)           if
to Purchaser, to:

       

      MTS
Acquisition Company, Inc.

      c/o Back
Nine LLC

      1196 E.
Willow Street

      Signal
Hill, California 90755

      Attention:  Mr.
Paul Anderson

      Telephone:  562-436-2999

      Facsimile:  562-495-1039

       

      with a copy
to:

       

      Matt
Sumrow, Esq.

      4695
MacArthur Court, Suite 310

      Newport
Beach, California 92660

      Telephone:
949-468-3204

      Facsimile:
866-471-4537

       

      8.2           Severability.  If
any term or provision of this Agreement or the application thereof to any
circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable such term or provision in any other
jurisdiction, the remaining terms and provisions of this Agreement or the
application of such terms and provisions to circumstances other than those as to
which it is held invalid or enforceable.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

                          8.3           Third
Party Rights.  Except as provided in Section 7, notwithstanding
any other provision of this Agreement, this Agreement shall not create benefits
on behalf of any other Person not a party to this Agreement (including, without
limitation, any employee broker or finder), and this Agreement shall be
effective only as between the Parties hereto, their successors and permitted
assigns.

       

                          8.4           Entire
Agreement.  This Agreement, including the exhibits and
schedules attached hereto and other documents referred to herein, contains the
entire understanding of the Parties hereto with respect of its subject matter
and supersedes all prior and contemporaneous agreements and understandings, oral
and written, by or among the Parties with respect to such subject
matter.

       

                          8.5           Successors
and Assigns.  This Agreement shall inure to the benefit of and
be binding upon the Parties hereto and their respective successors and permitted
assigns.  This Agreement and the rights and obligations hereunder
shall not be assignable by any Party, without the written consent of the other
Parties and any such purported assignment by any Party without such consent
shall be void.  

       

                          8.6           Counterparts;
Facsimile and pdf Signatures.  This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.  This
Agreement and any other document or instrument relating hereto may be executed
by a Party’s signature transmitted by facsimile (“fax”) or e-mailed pdf (“pdf”),
and copies of this Agreement and any such document or instrument executed and
delivered by means of faxed or pdf signatures shall have the same force and
effect as copies executed and delivered with original signatures.  All
Parties hereto may rely upon faxed or pdf signatures as if such signatures were
originals.  Any Party executing and delivering this Agreement and any
such document or instrument by fax or pdf shall promptly thereafter deliver a
counterpart signature page and the fully executed original or counterpart
original of any such document or instrument containing said Party’s original
signature.  All Parties hereto agree that a faxed or pdf signature may
be introduced into evidence in any proceeding arising out of or related to this
Agreement or any such document or instrument as if it were an original
signature.

       

                          8.7           Recitals,
Schedules and Exhibits.  The recitals, schedules and exhibits
to this Agreement are incorporated herein and made a part hereof as if fully set
forth at length herein.

       

                          8.8           Construction.  The
section and subsection headings used herein are inserted for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.  Where the context so requires, the use of the neuter
gender shall include the masculine and feminine genders, the masculine gender
shall include the feminine and neuter genders, the feminine gender shall include
the masculine and neuter genders, and the singular number shall include the
plural and vice versa.  Unless the context expressly indicates
otherwise, forms of the verb “including” mean “including without limitation” and
the word “or” is inclusive and means “and/or.”

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

                          8.9           Governing
Law.  This Agreement is governed by the laws of the State of
California as to all matters, including, but not limited to, matters of
validity, construction, effect, performance and remedies, without giving effect
to any choice or conflict of law provision of any jurisdiction.

       

      8.10        
Jurisdiction
and Venue.  Any dispute arising under or related to this
Agreement will be resolved exclusively in state or federal court in Los Angeles
County, California.  The Parties hereby consent to such exclusive
jurisdiction and venue and waive any objections
thereto.

       

                          8.11         Waiver.  Any
term or provision of this Agreement may be waived in writing at any time by the
Party or Parties entitled to the benefits thereof.  Any waiver
affected pursuant to this Section 8.11 shall be binding upon all Parties
hereto.  No failure to exercise nor any delay in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege preclude the exercise of any
other right, power or privilege.  No waiver of any breach of any
covenant or agreement hereunder shall be deemed a waiver of any preceding or
subsequent breach of the same or any other covenant or agreement.  The
rights and remedies of each Party under this Agreement are in addition to all
other rights and remedies, at law or in equity, that such Party may have against
any of the other Parties.

       

                          8.12         Amendment.  No
supplement, modification, amendment or waiver of this Agreement shall be binding
unless executed in writing by Purchaser, on the one hand, and Seller and Parent
Co., on the other hand.  

       

                          8.13         Publicity.  The
initial press release relating to the execution and delivery of this Agreement
shall be a joint press release, to be agreed upon by Purchaser and
Seller.  

       

                          8.14         Specific
Performance.  Each of the Parties acknowledges and agrees that
the other Parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly, each of the Parties
agrees that the other Parties shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in addition to
any other remedy to which they may be entitled, at law or in
equity.

       

                          8.15         Cumulative
Remedies.  All
rights and remedies of the Parties hereto are cumulative of each other and of
every other right or remedy a Party may otherwise have at law or in equity, and
the exercise of one or more rights or remedies shall not prejudice or impair the
concurrent or subsequent exercise of other rights or remedies.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      8.16          Expenses.  All
costs and expenses (including, without limitation, attorneys’ fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby will be paid by the Party incurring such costs and expenses; provided,
however, that (i) Purchaser and Seller will each reimburse CVC for fifty percent
(50%) of such expenses incurred by CVC and (ii) in no event will Purchaser be
required to reimburse CVC for more than $10,000.00 of such
expenses..

       

      8.17          Legal
Counsel.  Regarding this Agreement and the transactions
contemplated hereby, the following Parties have the following legal
representation: The Law Office of Matt Sumrow represents Purchaser; the Lund LAW
Group represents the Company, Seller and Parent Co..

       

       

       

       [Signatures
follow on next page.]

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, each of the Parties has executed this Stock Purchase Agreement,
or has caused this Stock Purchase Agreement to be executed on its behalf by a
duly authorized representative, all as of the date first written
above.

       

      
        
          
            
              
                
                  	“Seller”	 	 	“Purchaser”	 
	 	 	 	 	 
	GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware
      corporation	 	 	MTS ACQUISITION COMPANY, INC., a California corporation	 
	 	 	 	 	 
	
                          By:

                        	 	 	
                          By:

                        	 
	
                          
                            Print
      Name:

                            Title:

                          

                        	 	 	
                          
                            Print
      Name: Paul Anderson

                            Title:
      Chief Executive Officer

                          

                        	 


                

              

            

          

        

      

       

      
        
          
            
              
                
                  	“The
      Company”	 	 	“Parent
      Co.”	 
	 	 	 	 	 
	GEM MOBILE TREATMENT SERVICES, INC., a California
    corporation	 	 	GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada
    corporation	 
	 	 	 	 	 
	
                          By:

                        	 	 	
                          By:  

                        	 
	
                          
                            
                              Print
      Name:                                                                

                              Title:

                            

                          

                        	 	 	
                          
                            Print
      Name:                                                                

                            Title:

                          

                        	 


                

              

            

          

        

      

       

      
        
          
            
              	
                      Paul Anderson and
      John Beale hereby sign this Stock Purchase Agreement in their individual
      capacities solely for the purpose of acknowledging and agreeing to Section
      5.8.

                    	 	 	 	 
	 	 	 	 	 
	
                       

                    	 	 	
                       

                    	 
	
                      Paul Anderson

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                       

                    	 
	 	 	 	 	 
	John Beale	 	 	 	 


            

          

           

          
            
              
              

            

            
              37

              
                

              

            

            
              
              

            

          

        

      

       

      List
of Exhibits and Schedules

       

      
        
          
            	
                    Exhibit
      A                  

                  	
                    Collateral
      Agreement

                  
	 
      	 
      
	
                    Exhibit
      B              

                  	
                    Note

                  
	 
      	 
      
	
                    Exhibit
      C              

                  	
                    Credit
      Agreement

                  
	 
      	 
      
	
                    Exhibit
      D               

                  	
                    Second
      Note

                  
	 
      	 
      
	
                    Exhibit
      E                    

                  	
                    Parent
      Collateral Agreement

                  
	 
      	 
      
	
                    ExhibitF                          

                  	
                    Additional
      Representations and Warranties

                  
	 
      	 
      
	
                    Schedule
      2.4                 

                  	
                    Tangible
      Assets

                  
	 
      	 
      
	
                    Schedule
      2.5              

                  	
                    Accounts
      Receivable Retained by the Company

                  
	 
      	 
      
	
                    Schedule
      3.2              

                  	
                    Liabilities
      Paid or to be Paid by Seller

                  
	 
      	 
      
	
                    Schedule
      3.6(e)        

                  	
                    Consents
      to be Obtained by Seller and/or the Company

                  
	 
      	 
      
	
                    Schedule
      3.6(n)          

                  	
                    Consents
      to be Obtained by Purchaser

                  
	 
      	 
      
	
                    Schedule
      4                 

                  	
                    Seller’s
      Disclosure Schedule (with subparts)

                  
	 
      	 
      
	
                    Schedule
      5                

                  	
                    Purchaser’s
      Disclosure Schedule (with
subparts)

                  


          

        

      

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      STOCK
PURCHASE AGREEMENT

       

      BY
AND AMONG

       

       

       

      GENERAL
ENVIRONMENTAL MANAGEMENT, INC,

       

      a
Delaware corporation (“Seller”),

       

      MTS
ACQUISITION COMPANY, INC.,

       

      a
California corporation (“Purchaser”)

       

      GEM
MOBILE TREATMENT SERVICES, INC.,

       

      a
California corporation (the “Company”)

       

      GENERAL
ENVIRONMENAL MANAGEMENT, INC.,

       

      a
Nevada corporation (“Parent Co.”)

       

       

       

      DATED
EFFECTIVE AS OF AUGUST 17, 2009