ASSET PURCHASE AGREEMENT Among

Exhibit 2.1

ASSET PURCHASE AGREEMENT

Among

VOCUS, INC.,

as Buyer

and

NORTH VENTURE PARTNERS, LLC

as Seller

and

ALEX BERNSTEIN and DAVID BRODY

as Members of Seller

TABLE OF CONTENTS

LIST OF EXHIBITS

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the “ Agreement ”) is made and entered into as of the 24th day of February, 2011 by and among Vocus, Inc., a Delaware corporation (the “ Buyer ”), North Venture Partners, LLC, a California limited liability company (the “ Company ” or “ Seller ”), and Alex Bernstein and David Brody, the members of the Company (the “ Members ”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in Exhibit A attached hereto.

     WHEREAS, the Company owns a dedicated division operating under the name “North Social” (the “ Division ”) which provides an online platform that enables subscribers to purchase and install a suite of Facebook Fan Page applications and certain services in connection with such applications (the “ Business ”);

     WHEREAS, the Members own all of the Company’s issued and outstanding membership interests;

     WHEREAS, the Buyer desires to purchase and the Seller desires to sell substantially all of the assets of the Business upon the terms and subject to the conditions set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
SALE AND PURCHASE OF ASSETS

Section 1.01. Purchase and Sale. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, the Buyer agrees to purchase from the Seller and the Members and the Seller and the Members agree to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to the Buyer at the Closing, free and clear of all Liens, all of the Seller’s and the Members’ right, title and interest in, to and under all of the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used by the Division or otherwise used in the conduct of the Business as of the date of this Agreement (the “ Purchased Assets ”), (except to the extent that such assets are disposed of by the Company in the ordinary course of business), and all assets acquired thereafter, including but not limited to all right, title and interest of the Seller and each Member in, to and under:

     (a) all supplies, equipment, computers, machinery, furniture, fixtures, and other tangible property held or used by the Seller or each Member in connection with the Business or otherwise used in the conduct of the Business, and the Seller’s interest as lessee in any leases with respect to any of the foregoing;

     (b) all of the rights and benefits accruing to the Seller or any Member, including under any Acquired Contracts relating to the Business;

     (c) all cash and cash equivalents, all accounts and notes receivable and such other claims for money due, and any unpaid interest or fees accrued on any such accounts and notes receivable attributable to the Business;

     (d) all Intellectual Property Rights, Confidential Information and other similar rights used in the operation of the Business, including all files, manuals, documentation and source and object codes related thereto, in particular its source code to all products and services sold under the Division’s trade name or any other trade names owned or used by the Seller or any Member in connection with the Business;

     (e) all rights in and to the Seller’s or any Member’s websites, directly or indirectly used in the operation of the Business and the content therein including the domain name registration www.northsocial.com and any other domain registration owned by the Seller or a Member relating the Business;

     (f) all rights in and to the Seller’s accounts at social and business networking sites, including, without limitation, Facebook, Twitter and any other networking websites and blogs, directly or indirectly used in the operation of the Business;

     (g) all utility, security and other deposits and prepaid assets and expenses related to the Purchased Assets;

     (h) the Seller’s franchises, Permits and other authorizations of Governmental Authorities (to the extent such Permits and other authorizations of Governmental Authorities are transferable) and third parties, licenses, telephone numbers, the Company’s customer and prospective customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action and similar obligations owing to the Company from its present and former members, officers, employees, agents and others, together with all books, operating data and records (including financial, accounting and credit records), files, papers, records and other data of the Company, provided that the Seller shall be entitled to retain copies of such items (subject to the provisions of Section 4.01 relating to confidential information);

     (i) all rights of the Seller or any Member in and to the name “North Social”, and all trade names, trademarks and logos used in the Business or otherwise used in the conduct of the Business, all variants thereof and all goodwill associated therewith;

     (j) all inventories, raw materials, works-in-process, and other materials of the Business, wherever located and including all Inventory in transit or on order and not yet delivered, and all rights with respect to the processing and completion of any works-in-process of the Business;

     (k) all account management systems, billing systems, online customer support systems and e-commerce payment management solutions (e.g., PayPal accounts, online banking accounts, etc.) used to operate the Business; and

     (l) all of the Seller’s or any Member’s rights, claims, credits, causes of action or rights of set-off against third parties relating to any of the foregoing Purchased Assets, including unliquidated rights under manufacturers’ and vendors’ warranties.

It is the parties’ understanding that nothing in this Agreement shall be construed to mean that the Members are selling or transferring assets owned by Seller or that the Members or Seller have intermingled their respective assets.

Section 1.02. Excluded Assets. The Buyer expressly understands and agrees that the following assets and properties of the Seller (the “ Excluded Assets ”) shall be excluded from the Purchased Assets:

     (a) Any rights to payments due under this Agreement and any other rights of the Seller under this Agreement;

     (b) the Company’s minute books and organizational documents;

     (c) all Contracts to provide consulting or other services; and all of the Contracts set forth on Schedule 1.02(c) (collectively, the “ Excluded Contracts ”); and

     (d) all assets and properties of Seller described in Schedule 1.02(d) .

Section 1.03. Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement and except as otherwise provided in Schedule 1.03 , the Buyer agrees, effective at the time of the Closing, to assume and thereafter pay, perform or otherwise discharge the following liabilities and obligations of the Company to the extent related exclusively to the Business (the “ Assumed Liabilities ”):

     (a) liabilities and obligations reflected on the Financial Statements incurred by the Company in the ordinary course of business (other than (i) amounts payable to a Member or any Affiliate of any of the Seller and (ii) any indebtedness for borrowed money) but only to the extent that such amounts are either accounts payable or are then currently due and owing (collectively, the “ Assumed Payables ”); and

     (b) liabilities and obligations to the extent arising after the Closing out of the Purchased Assets or the operation of the Business after the Closing, including performance and fulfillment obligations pursuant to the Acquired Contracts with respect to the period beginning after the Closing.

Section 1.04. Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, the Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Seller (or any predecessor of the Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller (all such liabilities and obligations not being assumed being herein referred to as the “ Excluded Liabilities ”).

Section 1.05. Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of the Buyer, or the Seller or any Member thereunder so that the Buyer would not in fact receive all such rights. The Seller will use commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer as the Buyer may request. If such consent is not obtained, or if an attempted

assignment thereof would be ineffective or would adversely affect the rights of the Seller or any Member thereunder so that the Buyer would not in fact receive all such rights, the Seller or such Member(s) and the Buyer will cooperate in a mutually agreeable arrangement under which the Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to the Buyer, or under which the Seller or such Member would enforce for the benefit of the Buyer, with the Buyer assuming the Seller’s or such Member’s obligations, any and all rights of the Seller or such Member against a third party thereto. The Seller or such Member will promptly pay to the Buyer when received all monies received by the Seller or such Member under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same constitutes an Excluded Asset. The Seller, the Members and the Buyer shall, to the extent the benefits arising under any Purchased Asset have not been provided by alternative arrangements satisfactory to the Buyer and the Sellers, negotiate in good faith a downward adjustment in the Estimated Initial Purchase Price commensurate with the monetary value of such benefit as determined upon the mutual agreement of the Buyer and Sellers.

Section 1.06. Purchase Price. The purchase price for the Purchased Assets shall be Seven Million Dollars ($7,000,000) in cash (the “ Estimated Initial Purchase Price ”), as adjusted pursuant to Section 1.07 , plus the additional earn-out consideration set forth in Section 1.08 below, provided, however, that Seven Hundred Thousand Dollars ($700,000) (the “ Held Back Amount ”) of the Estimated Initial Purchase Price shall be held by the Buyer in an interest-bearing account until such Held Back Amount is released in accordance with Article VI hereof.

Section 1.07. Purchase Price Adjustment.

     (a) The Estimated Initial Purchase Price shall be decreased, on a dollar-for-dollar basis, by the amount (if any) by which the amount of the Assumed Liabilities as of the Closing Date (which liabilities shall be determined in accordance with GAAP) exceed the book value (determined in accordance with GAAP) of the current assets acquired by the Buyer as of the Closing Date (the “ Purchase Price Adjustment ”). For the avoidance of doubt, the parties hereto acknowledge and agree that the amount of Assumed Liabilities does not include deferred revenue but does include prepaid subscription revenue (determined in accordance with GAAP).

     (b) Within 90 days following the Closing, the Buyer shall prepare or cause to be prepared the calculation of the Purchase Price Adjustment as of the Closing (the “ Purchase Price Adjustment Calculation ”). Promptly thereafter, the Buyer shall prepare and deliver to the Seller and Members a certificate, verified as to accuracy by the Buyer’s Chief Financial Officer (the “ Purchase Price Adjustment Certificate ”) (i) attaching a copy of the Purchase Price Adjustment Calculation and (ii) setting forth the actual amount of the purchase price (which actual amount is referred to as the “ Actual Initial Purchase Price ”), taking into account the Purchase Price Adjustment. If within twenty business days after the Purchase Price Adjustment Certificate is delivered to the Seller and Members, the Seller shall not have given written notice to the Buyer setting forth in detail any objection to the Actual Initial Purchase Price, then such determination of the Actual Initial Purchase Price shall be final and binding on the Parties. If the Seller, within such twenty business day period following delivery of the Purchase Price Adjustment Certificate, shall give written notice to the Buyer setting forth in detail any objection to such determination of the Actual Initial Purchase Price, the Buyer and the Seller shall endeavor to reach agreement

within the twenty business day period following the receipt by the Buyer or the Seller of any notice of objection. If the parties are unable to reach agreement within such twenty business day period, then the matter shall be submitted to the Independent Accountants for determination of the Actual Initial Purchase Price, which determination shall be final and binding on the parties. In connection with the resolution of any dispute, each party shall pay its own fees and expenses, including, without limitation, its own legal, accounting and consulting fees and expenses. If the Actual Initial Purchase Price as determined by the Independent Accountants is greater than the Actual Initial Purchase Price as set forth in the Purchase Price Adjustment Certificate then the cost and expense of the Independent Accountants shall be paid by the Buyer. If the Actual Initial Purchase Price as determined by the Independent Accountants is less than the Actual Initial Purchase Price as set forth in the Purchase Price Adjustment Certificate, then the cost and expense of the Independent Accountants shall be paid jointly and severally by the Seller and the Members. If the Estimated Initial Purchase Price is greater than the Actual Initial Purchase Price, then the Company and the Members jointly and severally shall repay to the Buyer within twenty business days following receipt of the Purchase Price Adjustment Certificate or, if disputed, within twenty business days following the earlier of the date on which the parties resolve the dispute or the date of determination of the Actual Initial Purchase Price by the Independent Accountants, the difference between the Estimated Initial Purchase Price and the Actual Initial Purchase Price. If the Members shall fail to pay such amount when due, then the Buyer shall have the right (but not the obligation), in addition to any other remedies which it may have, to deem such amount to be Damages in accordance with Article VI .

     (c) Following the determination of the Actual Initial Purchase Price, or the payment of any Earn-Out Amount, the Buyer shall submit to the Members a schedule (the “ Allocation Schedule ”) allocating the Actual Initial Purchase Price among the Purchased Assets in accordance with the Code (together with all rules and regulations promulgated thereunder), which allocation shall be accepted in the absence of any material mistake. The Buyer and the Members hereby undertake and agree to timely file any information that may be required to be filed pursuant to regulations promulgated under the Code, and shall use the Allocation Schedule in connection with the preparation of any form relating to the transactions contemplated by this Agreement. The Buyer and the Members agree to promptly provide the other party with any additional information and reasonable assistance required to complete all forms or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder.

Section 1.08. Earn-Out.

     (a) After the Closing, the Purchase Price may be increased as set forth below.

     (i) The earliest date on which for the first time both the First Tier Criteria and the EBITDA Margin Requirement are satisfied, the Purchase Price shall be increased by $3,000,000 (the “ First Tier Earn-Out Amount ”).

     (ii) The earliest date on which for the first time both the Second Tier Criteria and the EBITDA Margin Requirement are satisfied, the Purchase Price shall be increased by an additional $4,000,000 (the “ Second Tier Earn-Out Amount”) .

     (iii) The earliest date on which for the first time both the Third Tier Criteria and the EBITDA Margin Requirement are satisfied, the Purchase Price shall be increased by an additional $5,000,000 (the “ Third Tier Earn-Out Amount”) .

     (iv) The earliest date on which for the first time both the Fourth Tier Criteria and the EBITDA Margin Requirement are satisfied, the Purchase Price shall be increased by an additional $6,000,000 (the “ Fourth Tier Earn-Out Amount ”; each of the First Tier, Second Tier, Third Tier, Fourth Tier and Earn-Out Amounts shall be referred to herein as the “ Earn-Out Amounts”) .

     (v) If the First Tier Earn-Out Amount shall have accrued during the Earn-Out Period, but the Fourth Tier Earn-Out Amount shall not have accrued during the Earn-Out Period, the Purchase Price shall be increased by the Pro-Rated Earn-Out Amount, if any, determined as of the last calendar month of a Margin Period for which the EBITDA Margin Requirement was satisfied.

     (b) Within ten (10) days following the end of each calendar month during the Earn-Out Period in which the First Tier Criteria, Second Tier Criteria, Third Tier Criteria, and/or Fourth Tier Criteria, as applicable, have been satisfied for the first time, and for the last calendar month during the Earn-Out Period, the Buyer shall provide the Company with a report (the “ Run Rate Report ”) calculating the Monthly Run Rate for such prior month and showing the details of such calculation (including, without limitation, the determination of Revenue for the calendar month). The Run Rate Report shall state on the first page whether the First Tier Criteria, Second Tier Criteria, Third Tier Criteria, and/or Fourth Tier Criteria, as applicable, have been satisfied and whether the EBITDA Margin Requirement is then satisfied; and the Run Rate Report for the last month in the Earn-Out Period shall state on the first page the amount (if any) of the Pro-Rated Earn-Out Amount as of the end of the Earn-Out Period and whether the EBITDA Margin Requirement is then satisfied, and if not, the last calendar month of a Margin Period for which the EBITDA Margin Requirement was satisfied. The Buyer shall pay any applicable Earn-Out Amount(s) to the Company within ten (10) days of its delivery of the applicable Run Rate Report.

     (c)  Examples . If the Closing occurs on February 24, 2011, the Earn-Out Period commences on February 24, 2011 and ends on February 28, 2013. During the Earn-Out Period, if the Monthly Run Rate for November 2011 is $275,000, exceeding $250,000 for the first time, and the EBITDA Margin Requirement is not satisfied for the period commencing on February 24, 2011 and ending on November 30, 2011, then even though the First Tier Criteria is satisfied, the Purchase Price will not then be increased by the $3,000,000 First-Tier Earn-Out Amount. If later the Monthly Run Rate for April 2012 is $800,000, exceeding $250,000, $500,000 and $750,000 for the first time, and the EBITDA Margin Requirement is satisfied for the period commencing on February 24, 2011 and ending on April 30, 2012, then the First, Second and Third Tier Criteria are satisfied and the Purchase Price will be increased by $12,000,000 (which represents the sum of the First Tier Earn-Out Amount, the Second Tier Earn-Out Amount and the Third Tier Earn-Out Amount). If the Fourth Tier Criteria has not been satisfied during the Earn-out Period and the EBITDA Margin Requirement is not satisfied for the entire Earn-Out Period, but the EBITDA Margin Requirement is satisfied through that portion of the Earn-Out Period ending January 31, 2013 and the Monthly Run Rate for the month ending

January 31, 2013 is $900,000, then the Purchase Price will be increased by the Pro-Rated Earn-Out Amount of $3,600,000, calculated as follows:

     (i) Residual Amount = $900,000 - $750,000 = $150,000

     (ii) Pro-Rated Earn-Out Amount = ($150,000 ÷ $250,000) X $6,000,000 = $3,600,000.

If the Monthly run Rate for the month ending January 31, 2013 were $700,000, there would not be any Pro Rated Earn-Out Amount due.

     (d) If the Buyer sells all or substantially all of the Business prior to the payment of any remaining Earn-Out Amounts or the end of the Earn-Out Period, the Buyer shall cause the purchaser of the Business to assume the Buyer’s obligation to pay the Earn-Out Amounts under this Section 1.08 .

     (e) If during the Earn-Out Period Owner terminates the employment of either Member without Cause or either Member terminates his employment by Owner for Good Reason, then the Buyer shall pay to Seller all Earn-Out Amounts not previously paid, as follows:

     (i) first, the Buyer shall determine the number of Earn-Out Amounts (the “ Number of Payments ”) that have not been paid or accrued;

     (ii) second, the Buyer will sum the Earn-Out Amounts that have not been paid or accrued (the “ Payment Amount ”);

     (iii) third, the Buyer will divide the Payment Amount by the Number of Payments; and

     (iv) fourth, the Buyer shall pay the quotient described in clause (iii) to the Seller ratably (based on the Number of Payments) in arrears and without interest, throughout the remainder of the Earn-Out Period. For example, assume that the two Members are terminated without Cause on the first anniversary of the Closing Date, at a time that the first two (2) Earn-Out Amounts (totaling $7 Million) have been paid or accrued, so that there are two (2) remaining unpaid Earn-Out Amounts totaling $11 Million. The Buyer will pay to the Seller $5.5 Million on each of the six month anniversary of such termination and on the last day of the Earn-Out Period.

Section 1.09. Closing

     (a) The parties hereby acknowledge that the Buyer is this date assigning its rights (but not its obligations) under this Agreement to North Social Apps LLC, a California limited liability company, which has been formed to acquire the Purchased Assets and operate the Business after Closing (the “ Owner ”). Effective as of the Closing and pursuant to the terms of the Member Documents, during the Earn-Out Period the Members will be granted certain rights to operate the day-to-day management and operations of the Business, including but not limited to the sales, marketing and product development functions of the Business, and the services related thereto.

     (b) The closing of the transactions contemplated hereby (the “ Closing ”) shall be conducted by the exchange of executed documents via email or other electronic transmission pursuant to escrow instructions attached hereto as Exhibit B . At the Closing:

     (i) the Buyer shall deliver to the Seller the Estimated Initial Purchase Price less the Held Back Amount in immediately available funds by wire transfer to an account of the Company designated by the Seller by notice to the Buyer (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of the Seller in such amount);

     (ii) the Owner and each Member shall each execute and deliver an employment agreement, a non-competition agreement and a confidentiality and intellectual property assignment agreement, in such forms as may be agreed to by the Owner and the Member (collectively, the “ Member Documents ”);

     (iii) the Buyer, the Seller and each Member shall each execute and deliver an assignment and assumption agreement substantially in the form attached hereto as Exhibit C (the “ Assignment and Assumption Agreement ”);

     (iv) the Seller shall execute and deliver a bill of sale substantially in the form attached hereto as Exhibit D (the “ Bill of Sale ”);

     (v) the Seller and each Member shall execute and deliver an intellectual property rights assignment agreement substantially in the form attached hereto as Exhibit E (the “ Intellectual Property Rights Assignment ”);

     (vi) each Member shall execute and deliver a release substantially in the form attached hereto as Exhibit F (the “ Release ”);

     (vii) the Seller and each Member shall execute and deliver to the Buyer such other deeds, bills of sale, endorsements, consents, assignments, and other good and sufficient instruments of title as the Buyer reasonably shall require to vest in the Buyer all right, title and interest in, to and under the Purchased Assets;

     (viii) the Seller shall deliver to the Buyer evidence reasonably satisfactory to the Buyer that consents have been obtained with respect to the items set forth in Schedule 1.09(a) ; and

     (ix) the Seller shall deliver possession of (A) all of its source codes; (B) all of its customer and prospective customer lists; and (C) all software used for billing and collections.

Buyer agrees that the Seller’s and Members’ delivery of the documents and instruments required to be delivered pursuant to this Section 1.09(b) shall, subject to any explicit provisions herein (including but not limited to Section 5.06 ), satisfy Seller’s and Members’ obligations to assign the Purchased Assets to Owner, as assignee of Buyer.

     (c) At or promptly after the Closing, and except to the extent they constitute Excluded Assets, the Seller shall deliver possession of all of originals and copies of the Acquired Contracts, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller, or any Affiliate of the Seller pertaining to the Division, the Purchased Assets and the Business, including all original customer license agreements, all third party invoices and all vendor and customer correspondence.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     The Seller and the Members hereby jointly and severally represent and warrant to the Buyer that, except as set forth in the Disclosure Schedule attached to this Agreement (the “ Disclosure Schedule ”):

Section 2.01. Existence and Qualification. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has the limited liability company powers and all material governmental licenses, authorities, permits, consents and approvals required to own, manage, lease and hold its Properties and to carry on its Business as and where such Properties are presently located and such Business is presently conducted and is duly qualified to do business and is in good standing as a foreign limited liability company in each of the jurisdictions where the character of its properties or the nature of its Business requires it to be so qualified except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the Purchased Assets.

Section 2.02. Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller and the Members, and the Seller and Members each have all requisite power and authority to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform their obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which either the Members and/or the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms.

Section 2.03. Capitalization and Corporate Records..

     (a) All issued and outstanding membership interests of the Company are owned beneficially and of record by the Members and each Member owns a fifty percent (50%) membership interest in the Company. There is no (i) outstanding preemptive right, subscription, option, call, warrant or other right to acquire any membership interests of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any membership interests of the Company; (iii) Contract under which any of the Seller or the Members are or may become obligated to sell, issue or otherwise dispose of or redeem, purchase or otherwise acquire any membership interests of the Company; or (iv) stockholder agreement, voting trust or other agreement, arrangement or understanding that may affect the exercise of voting or any other rights with respect to the membership interests of the Company, other than the operating agreement of the Company.

     (b) The copies of the articles of organization and operating agreement of the Company provided to the Buyer are true, accurate, and complete and reflect all amendments made through the date of this Agreement (the “ Company Organizational Documents ”). The Company’s minute books or organizational documents that were made available to the Buyer for review were correct as of the date of such review, and such minute books, organizational documents or other records contain all written Member and Company actions that materially affect the Assumed Liabilities or the Purchased Assets (the “ Resolutions ”). All actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company fairly and accurately reflect all of the Company’s transactions, properties, assets and liabilities.

Section 2.04. No Seller Defaults or Consents. The execution, delivery and performance by the Seller or any Member of this Agreement and each other Collateral Agreement to which they are party and the consummation of the transactions contemplated hereby and thereby do not and will not:

     (a) violate or conflict with any of the terms, conditions or provisions of the Company Organizational Documents or Resolutions;

     (b) violate any Legal Requirements applicable to the Seller or any Member, or the Purchased Assets;

     (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Seller or any Member, or by which any of the Purchase Assets may be bound;

     (d) result in the creation of any Lien on any Purchased Assets or other Properties of the Seller; or

     (e) require the Company or any Member to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

Section 2.05. No Proceedings. No suit, action, investigation or other proceeding is pending or threatened against or affecting the Seller or any Member, the Division, the Business or any Purchased Asset before any Governmental Authority seeking to restrain the Company or the Members or prohibit their entry into this Agreement or prohibit the Closing, or seeking damages against any of the Seller, any Member or their Properties as a result of the consummation of this Agreement or the transaction contemplated hereby.

Section 2.06. Financial Statements. Attached as Schedule 2.06 hereto are a balance sheet as of February 15, 2011 and a statement of income of the Business for the period from January 1, 2010 to February 15, 2011 (the “ Financial Statements ”). Such statement of income fairly presents the income of the Business.

Section 2.07. Payables and Receivables..

     (a)  Schedule 2.07(a) lists all Assumed Payables.

     (b)  Schedule 2.07(b) lists all of the Company’s accounts receivable from the Business (the “ Assumed Receivables ”). All such receivables are valid receivables subject to no setoffs or counterclaims and are current and collectible, and have been or will be collected in full in accordance with the terms of such accounts receivable (and in any event within 120 days after the date on which such receivables were first invoiced).

Section 2.08. No Undisclosed Liabilities. To the knowledge of the Members, there are no liabilities of any Seller, Member or the Business that are binding on the Buyer after the Closing, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than (a) trade payables and accrued expenses incurred in the ordinary course of business, (b) executory contract obligations under Contracts listed on Schedule 2.13(a) or (c) liabilities disclosed on Schedule 2.08 .

Section 2.09. Absence of Certain Changes. Except as set forth on Schedule 2.09 hereto, the Seller has conducted the Business and any other business operated by the Company in the ordinary course consistent with past practices and since February 15, 2011, there has not been:

     (a) any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had a material adverse effect (whether covered by insurance or not) on the business, operations, Properties or financial condition of the Seller or the Business;

     (b) any incurrence, assumption or guarantee by the Seller of any indebtedness for borrowed money;

     (c) any creation or other incurrence of any Lien on any Purchased Asset;

     (d) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business or any Purchased Asset;

     (e) any transaction or commitment made, or any contract or agreement entered into, by the Seller or any Member relating to the Business or any Purchased Asset (including the acquisition or disposition of any assets) or any relinquishment by the Seller or any Member of any contract or other right, in each case other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement;

     (f) any change in any method of accounting or accounting practices by the Company, including with respect to the Business;

     (g) any (i) employment, deferred compensation, severance, retirement or other similar agreement entered into with any officer or employee of the Business (or any amendment to any such existing agreement), (ii) grant of any severance or termination pay to any officer or employee of the Business or (iii) change in compensation or other benefits payable to any officer or employee of the Business pursuant to any severance or retirement plans or policies thereof; or

     (h) any capital expenditure or commitment for a capital expenditure for additions or improvements to property, plant and equipment, other than in the ordinary course of business.

Section 2.10. Compliance with Laws. The Seller’s operation of the Business is and has been in compliance with Legal Requirements, which (a) affects or relates to this Agreement or the transactions contemplated hereby and which, if not, complied with, would impair the abilities of the parties to consummate the transactions contemplated hereby or (b) are applicable to the Seller or the Business.

Section 2.11. Litigation. Schedule 2.11 lists a true and correct listing of (a) all settlement agreements which are binding on the Seller and (b) all actions, suits, investigations, claims or proceedings with respect to the Seller or the Business or any Purchased Asset that are currently pending, or were settled or adjudicated since January 1, 2009. Except as set forth in Schedule 2.11 , there are no claims, actions, suits, investigations or proceedings against or affecting the Seller, the Business or any Purchased Asset, or threatened in any court or before or by any governmental authority, or before any arbitrator, that might have an, in any respects, an adverse effect (whether covered by insurance or not) on the business, operations, prospects, properties or financial condition of the Seller or the Business and there is no basis for any such claim, action, suit, investigation or proceeding.

Section 2.12. Properties.

     (a)  Schedule 2.12(a) sets forth a list of all leases, licenses or similar agreements relating to the Company’s use or occupancy of real property owned by a third party (“ Leases ”), true and correct copies of which have previously been furnished to the Buyer, in each case setting forth (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases, and (ii) the street address of each property covered thereby. The Seller is not, in any material respect, in breach of any of the terms or covenants of any Leases. The Company does not own any real property.

     (b)  Schedule 2.12(b) lists all capital leases of the Seller relating to the Business.

     (c) The Seller and/or the Members have good and marketable, indefeasible, fee simple title to, or in the case of leased real property or personal property has valid leasehold interests in, all Purchased Assets (whether real, personal, tangible or intangible). Except as reflected on Schedule 2.12(c) , no Purchased Asset is subject to any Lien.

     (d) To the knowledge of the Members, there are no developments affecting any of the Purchased Assets pending or threatened which might materially detract from the value, materially interfere with any present or intended use of such Purchased Assets.

Section 2.13. Contracts and Commitments.

     (a)  Schedule 2.13(a) lists all Acquired Contracts to which the Company or the Members is a party. True and correct copies of the Acquired Contracts have previously been furnished to the Buyer. All of the Acquired Contracts listed in Schedule 2.13(a) are valid and binding on the parties thereto, and in full force and effect, and the Seller has not been notified or advised by any party thereto of such party’s intention or desire to terminate or modify any such

Contract in any respect, except as disclosed in Schedule 2.13(a) . Neither any of the Seller nor any other party is in breach of any of the terms or covenants of any Acquired Contract listed in Schedule 2.13(a) .

     (b)  Schedule 2.13(b) sets forth a list of all Acquired Contracts which are software license or management service agreements with customers/licensees together with: (1) the name of the customer/licensee; (2) the annual or monthly maintenance or service fees; (3) the renewal dates; and (4) whether the annual maintenance or service fee has been invoiced or paid, and for which periods.

     (c)  Schedule 2.13(c) sets forth a list of all Acquired Contracts which limit the freedom of the Company and/or the Members to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or which would so limit the freedom of the Buyer after the Closing Date.

     (d)  Schedule 2.13(d) sets forth a list of all Contracts not made in the ordinary course of business or which were arrived at by other than arms-length negotiation or bargaining.

     (e) Except as set forth on Schedule 2.13(e) , the Seller nor any Member has not entered into any Acquired Contracts which shall obligate the Company and/or the Members (or any assignee) to perform services beyond one month from the Closing Date.

Section 2.14. Insurance. Schedule 2.14 hereto is a complete and correct list of all insurance policies (including fire, liability, product liability, workers’ compensation and vehicular) presently in effect that relate to the Company, its Properties, or the Business, including the amounts of such insurance and annual premiums with respect thereto, all of which have been in full force and effect from and after the date(s) set forth on Schedule 2.14 . Such policies are sufficient, in all material respects, for compliance by the Seller with all applicable Legal Requirements. None of the insurance carriers has indicated to the Seller in writing an intention to cancel any such policy or to materially increase any insurance premiums (including workers’ compensation premiums), or that any insurance required to be listed on Schedule 2.14 will not be available in the future on substantially the same terms as currently in effect. The Seller has no claim pending or anticipated against any of its insurance carriers under any such policies and, there has been no actual or alleged occurrence of any kind which could reasonably be expended to give rise to any such claim.

Section 2.15. Sufficiency of and Title to the Purchased Assets. The Purchased Assets constitute all of the property and assets used or held for use in the Business which are reasonably necessary to conduct the Business as currently conducted and as planned to be conducted by the Buyer. Subject to the terms of this Agreement, upon consummation of the transactions contemplated hereby, the Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Liens.

Section 2.16. Certain Business Relations with Affiliates. Neither the Members nor any Affiliate of the Seller or Members (a) owns any property or right, tangible or intangible, which is used in the Business, (b) has any claim or cause of action against the Business, (c) owes any

money to the Business or (d) is a party to any contract or other arrangement (written or oral) with the Business.

Section 2.17. Intellectual Property.

     (a)  Schedule 2.17(a) contains a true and complete list of each of (i) the registrations, applications and other material Intellectual Property Rights included in the Owned Intellectual Property Rights and (ii) the Licensed Intellectual Property Rights. Schedule 2.17(a) indicates whether each such Intellectual Property Right is an Owned Intellectual Property Right or a Licensed Intellectual Property Right. None of such Intellectual Property Rights is held by assignment.

     (b) The Licensed Intellectual Property Rights and the Owned Intellectual Property Rights together constitute all the Intellectual Property Rights used or held for use in the Business and, to the Knowledge of the Members, are adequate to conduct the Business as currently conducted. There exist no restrictions on the disclosure, use or transfer of the Owned Intellectual Property Rights. The consummation of the transactions contemplated by this Agreement will not alter, impair or extinguish any Intellectual Property Rights under United States law.

     (c) None of the Sellers and any Affiliate of the Sellers has given to any Person an indemnity in connection with any Intellectual Property Right, other than indemnities that arise under standard form licenses and sales contracts used in the Business, a list of which are set forth on Schedule 2.17(c).

     (d) To the Knowledge of the Members, the Seller has not infringed, misappropriated or otherwise violated any Intellectual Property Right of any third person. To the knowledge of the Members, there is no claim, action, suit, investigation or proceeding pending against, or, threatened against, the Seller or any present or former member, manager, officer, director or employee of the Seller (i) based upon, or challenging or seeking to deny or restrict, the rights of the Seller in any of the Owned Intellectual Property Rights and the Licensed Intellectual Property Rights, (ii) alleging that the use of the Owned Intellectual Property Rights or the Licensed Intellectual Property Rights or any services provided, processes used or products manufactured, used, imported, or sold with respect to the Business do or may conflict with, misappropriate, infringe or otherwise violate any Intellectual Property Right of any third party or (iii) alleging that the Seller infringed, misappropriated or otherwise violated any Intellectual Property Right of any third party.

     (e) To the Knowledge of the Members, none of the Owned Intellectual Property Rights and Licensed Intellectual Property Rights that are material to the operation of the Business has been adjudged invalid or unenforceable in whole or part, and, to the Knowledge of the Seller all such Owned Intellectual Property Rights and the Licensed Intellectual Property Rights are valid and enforceable.

     (f) To the Knowledge of the Members, the Seller holds all right, title and interest in and to all Owned Intellectual Property Rights and all licenses under the Licensed Intellectual Property Rights free and clear of any Lien. The Sellers and their Affiliates have paid

maintenance fees and filings required to maintain Seller’s ownership of the Owned Intellectual Property Rights in