8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2007

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of Principal Executive Office)

Registrant’s telephone number, including area code (305) 856-3200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant 240.13e-4(c)) to Rule 13e-4(c) under the Exchange Act (17 CFR

TABLE OF CONTENTS

	ITEM 1.01. Entry into a Material Definitive Agreement.
	ITEM 7.01 Regulation FD Disclosure
	ITEM 8.01 Other Events.
	ITEM 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1 Interest Purchase Agreement
EX-10.2 Registration Rights Agreement
EX-99.1 Press Release

ITEM 1.01. Entry into a Material Definitive Agreement.

     On May 11, 2007, Terremark Worldwide, Inc. (the “Company”) entered into an Interest Purchase Agreement (the “Purchase Agreement”) with Saratoga Partners IV LP, Saratoga Management Company LLC, Saratoga Coinvestment IV LLC, Saratoga Partners IV LLC, certain management sellers party thereto (collectively, the “Sellers”) and Data Return LLC (“Data Return”), pursuant to which the Company will acquire all of the Sellers’ right, title and interest in and to one hundred percent of the outstanding membership interests of Data Return.

     The aggregate purchase price for Data Return is $85 million, subject to adjustment, which is composed of $70 million in cash and $15 million of the Company’s common stock, par value $0.001 (the “Common Stock”), or 1,925,546 shares based on the closing price of the Common Stock on Friday, May 11, 2007 of $7.79 per share. As part of the aggregate purchase consideration, the Company has deposited $5 million with the Sellers, which is subject to forfeiture to the Sellers upon the occurrence of certain events. The transaction is subject to customary closing conditions and is expected to close during the Company’s fiscal quarter ended June 30, 2007.

     The Common Stock to be issued to the Sellers (the “Shares”) in connection with the transactions contemplated by the Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be sold except in a transaction registered under, or exempt from, the registration provisions of the Securities Act and applicable state securities laws. On May 11, 2007 (the “Effective Date”), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed for the benefit of the Sellers to use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) and cause to become effective a registration statement with respect to the Shares. If the Company fails to (i) file the registration statement with the Commission within 75 days after the Effective Date, (ii) cause the Commission to declare the registration statement effective within 180 days of the Effective Date or (iii) fail to maintain the effectiveness of the registration statement until the earlier of (x) the date that all of the Shares have been sold or (y) the date that all of the Shares may be freely traded without registration under Rule 144 under the Securities Act (provided in each case that such failure is not caused by the holders of such Shares), then the Company shall pay the holders of such shares (a) $50,000 for the first month that such default remains uncured, (b) $75,000 for the second month that such default remains uncured and (c) $100,000 per month for each month that such default remains uncured thereafter, in each such case calculated on a pro rata basis to the date on which such default is cured.

     The foregoing description of each of the (i) Purchase Agreement and (ii) Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, which are attached hereto respectively as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are hereby incorporated by reference herein.

ITEM 7.01 Regulation FD Disclosure

     On May 14, 2007, the Company issued a press release announcing its entry into the Purchase Agreement pursuant to which it will acquire Data Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01 Other Events.

     On May 14, 2007, the Company’s Common Stock began trading on the NASDAQ Global Market (“NASDAQ”) under the symbol TMRK. The Company had announced its transition from the American Stock Exchange to NASDAQ on its Current Report on Form 8-K filed with the Commission on April 25, 2007, which is incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number	Description
10.1	Interest Purchase Agreement, dated May 11, 2007, by and among the Company and the Sellers.
10.2	Registration Rights Agreement, dated May 11, 2007, by and among the Company and the Sellers.
99.1	Press Release issued by the Company on May 14, 2007.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Date: May 16, 2007	By:	/s/ Jose A. Segrera
		Jose A. Segrera
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Interest Purchase Agreement, dated May 11, 2007, by and among the Company and the Sellers.
10.2	Registration Rights Agreement, dated May 11, 2007, by and among the Company and the Sellers.
99.1	Press Release issued by the Company on May 14, 2007.

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EX-10.1

EXHIBIT 10.1

INTEREST PURCHASE AGREEMENT

by and among

SARATOGA PARTNERS IV LP,

SARATOGA MANAGEMENT COMPANY LLC,

SARATOGA COINVESTMENT IV LLC,

SARATOGA PARTNERS IV LLC and

THE MANAGEMENT SELLERS PARTY HERETO

collectively, as Sellers,

Data Return LLC,

and

TERREMARK WORLDWIDE, INC., as Purchaser

Dated as of May 11, 2007

INTEREST PURCHASE AGREEMENT

     This INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of May 11, 2007, by and among Saratoga Partners IV, L.P., Saratoga Management Co. LLC, Saratoga Coinvestment IV, LLC, Saratoga Partners IV LLC (collectively, the “Saratoga Sellers”), the individuals listed on the signature pages hereto (collectively, the “Management Sellers” and, together with the Saratoga Sellers, the “Sellers”), Data Return LLC (the “Company”) and Terremark Worldwide, Inc., a Delaware corporation (“Purchaser”).

W I T N E S S E T H:

     WHEREAS, the Sellers collectively own 100% of the issued and outstanding membership interests the Company; and

     WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, all of Sellers’ membership interests in the Company upon the terms and subject to the conditions provided herein.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

PURCHASE AND SALE OF MEMBERSHIP INTERESTS

     1.1 Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), each Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser will purchase, acquire and accept from each Seller all of such Seller’s right, title and interest in and to the Company, free and clear of any Liens (as defined in Section 2.1 hereof) including, without limitation, each Seller’s respective membership interest in the Company (as set forth on Schedule 2.5 of the Company Disclosure Letter), all voting rights, each Seller’s capital account in the Company, the right to receive distributions of cash, property or otherwise and the right to participate in and receive profits, losses and/or income from the Company, together with any other rights to which each Seller may now or hereafter be entitled to as a member of the Company, all as set forth in that certain Amended and Restated Operating Agreement of the Company dated as of June 27, 2003 (as amended, the “Operating Agreement”) or pursuant to applicable law or otherwise (the foregoing, with respect to each Seller, shall be referred to as its “Membership Interest”, and the aggregate Membership Interest of all of the Sellers as the “Membership Interests”).

     1.2 Purchase Consideration. The consideration payable by Purchaser for the Membership Interests shall be the sum of: (i) the Deposit (as defined in Section 1.10 hereof), (ii) $65,000,000 minus the amount of the Unit Award Payments (as defined below) (the “Cash Consideration”) and (iii) 1,925,546 validly issued, fully paid and nonassessable shares of Purchaser common stock (“TWW Stock”) (such shares, the “Stock Consideration”). The

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Purchase Consideration shall be allocated among the Sellers as set forth on Schedule 1.2 of the Company Disclosure Letter.

     1.3 Closing Mechanics.

     (1) On or prior to the Closing, the Company shall (i) take all actions necessary to terminate the Data Return LLC 2006 Unit Option Plan (the “Unit Option Plan”) and the Data Return LLC 2006 Unit Appreciation Rights Plan (the “Unit Appreciation Rights Plan”) (collectively referred to as the “Unit Plans”). In furtherance of the foregoing, all unit options granted under the Unit Option Plan (the “Unit Option Awards”) and all unit appreciation rights granted under the Unit Appreciation Rights Plan (the “UAR Awards”) that are outstanding immediately prior to the Closing Date shall be cancelled effective as of Closing and each holder (the “Award Holders”) of the Unit Option Awards and the UAR Awards shall receive a cash payment equal to the excess, if any, of the Fair Market Value (as defined in the Unit Plans) of the vested portion of the Units subject to each Unit Option Award or UAR Award, whichever applicable, over the aggregate exercise price (as set forth in the individual award agreement) (the “Unit Award Payments”).

     (2) At the Closing, Purchaser shall deliver to each of the Sellers: (a) an amount equal to the Cash Consideration minus (i) the Escrow Amount (as defined above), by wire transfer of immediately available funds to an account or accounts designated in writing by each Seller at least two Business Days prior thereto, (ii) the amount referred to in Section 1.7, (iii) any management, consulting or other fees payable to any of the Sellers, (iv) the cost of the retirement the outstanding preferred stock of the Company and (v) all legal, broker and other fees payable by the Sellers in connection with the transaction (such net amount, the “Closing Seller Wires”) and (b) certificates representing the Stock Consideration, duly and validly endorsed in favor of the applicable Seller or accompanied by a separate duly and validly executed stock power (the “Stock Deliveries”).

     1.4 Closing. The closing of sale of the Membership Interests (the “Closing”) shall take place at the offices of Sellers’ attorneys at 10:00 a.m., local time, on the second Business Day following the date on which the conditions set forth in Articles V and VI hereof are satisfied or (to the extent legally permissible) waived, or at such other date as the parties shall agree (such date, the “Closing Date”); provided that in no event shall the Closing occur on a date later than the Termination Date. As used herein, “Business Day” means any day other than a Saturday, a Sunday, a federally-recognized holiday or a day on which banking institutions in the City of New York, New York, are not required to be open.

     1.5 Working Capital Adjustment. For purposes of this Agreement, “Net Working Capital” shall mean, as of any particular date, (i) the value of all current assets (excluding cash), net of provision for bad debt, plus restricted cash (to the extent not duplicative) of the Company as of that date, less (ii) the amount of all current liabilities, including accrued current liabilities not yet due, of the Company as of that date determined in each case in accordance with United States generally accepted accounting principles (“GAAP”).

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     1.6 Adjustment Procedures.

     (a) Within forty-five (45) days after the Closing Date, Purchaser shall prepare a calculation of the Net Working Capital as of the Closing Date in accordance with GAAP. Purchaser shall deliver to the Seller Representative a written statement showing such calculation as of the Closing Date (the “Closing Statement”). Purchaser shall provide the Seller Representative and its representatives with reasonable access to such books and records relating to the Company through the Closing Date as the Seller Representative reasonably requests (on reasonable advance notice) in order to permit the Seller Representative to analyze the Closing Statement.

     (b) If within thirty (30) days following delivery of the Closing Statement to the Seller Representative, the Seller Representative has not given Purchaser written notice of its objection as to the calculation of Net Working Capital as of the Closing Date as reflected on the Closing Statement (which notice shall state the basis of the Sellers’ objection), then the Net Working Capital as of the Closing Date as so reflected on the Closing Statement shall be binding and conclusive on the parties and shall be the “Closing Net Working Capital.”

     (c) If the Seller Representative timely gives Purchaser written notice of objection pursuant to Section 1.6(b) above, Purchaser and the Seller Representative shall attempt in good faith to agree upon the Net Working Capital as of the Closing Date. If such an agreement is reached, the Net Working Capital so agreed upon shall be deemed to be the Closing Net Working Capital. If the Seller Representative and Purchaser fail to resolve the issues raised by such objection within ten (10) Business Days of Purchaser’s receipt of the Sellers’ objection, the Seller Representative and Purchaser shall submit the issues remaining in dispute to a nationally recognized accounting firm to be mutually agreed upon (the “Independent Accountants”) for resolution within thirty (30) days. If issues are submitted to the Independent Accountants for resolution: (i) the Seller Representative and Purchaser shall furnish or cause to be furnished to the Independent Accountants and to the other party such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to such party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants of the Net Working Capital as of the Closing Date, as set forth in a notice to be delivered to both the Seller Representative and Purchaser within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be deemed to be the Closing Net Working Capital; and (iii) the fees and expenses of the Independent Accountants relating to such determination shall be paid by the party who is determined by the Independent Accountants to be the losing party (the party whose claimed Closing Net Working Capital is less accurate than such amount determined by the Independent Accountants) in such dispute resolution.

     (d) If, after a final determination of Closing Net Working Capital pursuant to Section 1.6(b) or (c) above, Closing Net Working Capital is determined to be

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less than negative three million one hundred thousand dollars ($3,100,000) (the “Target Amount”), then the Seller Representative shall pay an amount in cash equal to any such shortfall to Purchaser within five (5) business days following such determination. If, after a final determination of Closing Net Working Capital pursuant to Section 1.6(b) or (c) above, Closing Net Working Capital is determined to be greater than the Target Amount, then the Purchaser shall pay an amount in cash equal to any such excess to the Seller Representative within five (5) business days following such determination. Any payment pursuant to this Section 1.6(d) shall be made in immediately available funds by wire transfer and shall be deemed to be an adjustment to the Purchase Consideration.

     1.7 Indebtedness. At Closing, the Company shall use a portion of the Purchase Price to pay and satisfy in full all Indebtedness set forth on Schedule 2.5 of the Company Disclosure Letter other than short term leases.

     1.8 Cost of Transfer. The Sellers shall bear all responsibilities and pay any and all costs associated with the transfer and delivery of the Membership Interests to Purchaser. Purchaser shall bear all responsibilities and pay any and all costs associated with registering its ownership interest in the Membership Interests.

     1.9 Escrow. On the Closing Date, Purchaser shall deliver an amount equal to $2,500,000 out of the Cash Purchase Price (the “Escrow Amount”) to Citibank, N.A., by wire transfer in immediately available funds, to be held in an escrow account for a period of two (2) years in accordance with the terms of an escrow agreement, entered into among Purchaser, the Sellers and Citibank, N.A., as escrow agent, in form and substance reasonably satisfactory to Sellers and their counsel (the “Escrow Agreement”). The Escrow Amount shall be available to satisfy the indemnification obligations of Seller pursuant to Section 7.1(c) hereof. Any unreleased portion of the Escrow Amount shall be released to the Sellers’ Representative for distribution to the Sellers after expiration of the escrow account’s two year term.

     1.10 Deposit. The parties acknowledge that on or prior to the date hereof, Purchaser has paid a deposit of $5,000,000 (the “Deposit”) to Sellers and that at Closing such deposit shall also constitute part of the Purchase Consideration. In the event of the termination of this Agreement pursuant to certain circumstances set forth in Article VIII the Sellers shall be entitled to keep the Deposit as liquidated damages against Purchaser and in other circumstances the Deposit shall be refunded back to Purchaser.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND SARATOGA SELLERS

     The Company and each of the Saratoga Sellers, jointly and severally, represent and warrant to Purchaser that, except as set forth in any of the sections or subsections of the Company Disclosure Letter delivered by the Company and the Sellers to Purchaser and attached hereto and made a part hereof (the “Company Disclosure Letter”) corresponding to the appropriate section or subsection of this Article II, the following is true and correct as of the date hereof and as of the Closing Date:

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     2.1 Membership Interests. Except as disclosed on Schedule 2.1 of the Company Disclosure Letter, each Saratoga Seller is the direct record and beneficial owner of its respective Membership Interest set forth on such Schedule 2.1, free and clear of any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, adverse claim, encumbrance reservation, restriction, community or other marital property interests, condition, equitable interest, right of first option, right of first refusal or similar restriction, or other defect in title or right of third parties, voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof (collectively, “Liens”), and each Saratoga Seller has the right, power and authority to sell, transfer, convey and assign good, valid and indefeasible title thereto, free and clear of any Liens, except for the rights and obligations arising under the Operating Agreement. The minute books, stock books and stock transfer records of the Company, true and complete copies of which have been made available to Purchaser, contain true and complete minutes and records of all issuance and transfers of the Membership Interests of the Company and of all meetings, consents, proceedings and other actions of the members and managers of the Company.

     2.2 Organization and Qualification; Subsidiaries. The Company is a limited liability company duly organized and validly existing under the laws of the state of Delaware. The Company has no subsidiaries other than those listed on Schedule 2.2 of the Company Disclosure Letter. DigitalOps, LLC, a wholly-owned subsidiary of the Company, does not currently have, nor has it ever had since its inception, any operations, revenues, assets or liabilities, and to the Saratoga Sellers’ knowledge, DigitalOps, LLC will not commence operations or acquire assets or incur any liabilities prior to Closing. The Company has the requisite limited liability company power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted. The Company is qualified to do business and is in existence in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures which would not result in any change, effect or event, individually or in the aggregate, that is materially adverse to the business, results of operations, assets, liabilities or financial condition of the Company, taken as a whole (a “Company Material Adverse Effect”); provided, however, that in determining whether there has been a Company Material Adverse Effect, any adverse effect principally attributable to any of the following shall be disregarded: (a) general economic, business, industry or financial market conditions, except to the extent that such general economic, business, industry or financial market conditions are specific to the Company or its business or have a disproportionate effect upon the Company or its business; (b) the taking of any action required by this Agreement; (c) the announcement or pendency of the transactions contemplated by this Agreement, including any suit, action or proceeding arising in connection therewith; and (d) any breach of this Agreement by Purchaser. All the outstanding membership interests in the Company have been duly authorized, validly issued, fully paid and are non-assessable. The Company does not directly or indirectly own or control any interest in any other corporation, partnership, joint venture or other business association or entity.

     2.3 Authority Relative to this Agreement and Related Matters. Each of the Company and each Saratoga Seller has all necessary power and authority to enter into this Agreement and each of the other agreements contemplated hereby (collectively, the “Transaction Documents”) and to perform its obligations thereunder. The execution and delivery by the Company and the

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Saratoga Sellers of the Transaction Documents and the consummation by them of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and the Saratoga Sellers. The Transaction Documents have been duly executed and delivered by the Company and the Saratoga Sellers and, assuming the due authorization, execution and delivery thereof by Purchaser, constitute the legal, valid and binding obligation of each of the Company and the Saratoga Sellers, enforceable against each of the Company and the Saratoga Sellers in accordance with their terms.

     2.4 Organizational Documents. The Saratoga Sellers have heretofore furnished to Purchaser a true, complete and correct copy of the articles of organization and Amended and Restated Operating Agreement (the “Operating Agreement”), each as amended to date, of the Company. Such articles of organization and Operating Agreement are in full force and effect. The Company is not in violation of any of the provisions of its articles of organization or Operating Agreement. No proceeding relating to the dissolution or merger of the Company or the amendment of the Company’s articles of organization, Operating Agreement or other organizational documents is pending or has been commenced or is contemplated.

     2.5 Capitalization. Schedule 2.5 of the Company Disclosure Letter contains a list of each of the members of the Company and the number of units in the Company owned by each member. The Membership Interests being sold by the Sellers pursuant to this Agreement represent 100% of the capital of the Company. All issued and outstanding interests are duly authorized, validly issued, fully paid and non-assessable, and have been issued free and clear of all preemptive rights or options or other Liens created by or through the Company or the Saratoga Sellers, except for the rights and obligations arising under the Operating Agreement or as disclosed in Schedule 2.5 of the Company Disclosure Letter. Schedule 2.5 of the Company Disclosure Letter sets forth and summarizes all funded Indebtedness of the Company. Except as set forth therein, the Company is not a party to any indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment in respect of Indebtedness. “Indebtedness” means the sum of all amounts owing by the Company (including principal, interest, prepayment penalties or fees, premiums, breakage amounts, expense reimbursements or other amounts payable in connection therewith), contingent or otherwise, whether current or long-term, necessary to repay in full all amounts and terminate all obligations under the agreements by which the Company is obligated, including without limitation (a) for borrowed money, evidenced by notes, bonds, debentures or similar instruments, (b) for the deferred purchase price of goods or services (other than trade payables and other accruals incurred in the ordinary course which are not more than ninety days overdue or which are being contested in good faith and for which appropriate reserves have been established in accordance with GAAP), (c) under or on account of capital leases, (d) any obligation secured by a Lien against any of the assets of the Company and (e) in the nature of guarantees of any of the obligations described in clauses (a)-(d) above of any other person or other arrangements whereby responsibility is assumed for the obligations of others, including any agreement to purchase or otherwise acquire the obligations of others or any agreement, contingent or otherwise, to furnish funds for the purchase of goods, supplies or services for the purpose of payment of the obligations of others, other than accounts or trade payables in the ordinary course of business. Except for the Unit Option Awards and the UAR Awards granted to the Award Holders, which are set forth on Schedule 2.5 to the Company Disclosure Letter, the Company has not issued or authorized any shares, bonds, convertible bonds, subscription rights, options, warrants, rights (including

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preemptive rights), calls, commitments, rights of exchange, conversion rights, plans or other agreements of any character providing for the purchase, issuance or sale of any interest or other share of the capital of the Company. Except for such Unit Option Awards and UAR Awards, there are no agreements or arrangements in force which call for the issue of new interests or securities of the Company.

     2.6 No Conflicts; Required Filings and Consents. The execution and delivery of the Transaction Documents by the Company and the Saratoga Sellers do not, and neither the performance by the Company and the Saratoga Sellers thereof nor the consummation by them of the transactions contemplated thereby will (i) conflict with or violate the articles of organization or Operating Agreement of the Company, (ii) to the knowledge of the Saratoga Sellers and the Company, conflict with or violate any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty (collectively, “Legal Requirements”) applicable to the Saratoga Sellers or the Company or by which any of them or their respective properties or assets is bound, (iii) except as could not reasonably be expected to result in a Company Material Adverse Effect, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Saratoga Sellers or the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which the Saratoga Sellers or the Company is a party or by which the Saratoga Sellers or the Company or any of their respective properties or assets is bound, or (iv) to the knowledge of the Saratoga Sellers and the Company, require the Saratoga Sellers or the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any third party pursuant to contractual obligation or applicable law, including any court of competent jurisdiction or any local, state, federal or foreign governmental, regulatory, administrative or judicial unit, entity, agency or authority (collectively, any “Governmental Authority”), except for filings, if any, required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or which could not reasonably be expected to have a Company Material Adverse Effect.

     2.7 Absence of Certain Changes or Events. Except as contemplated by this Agreement and as disclosed in Schedule 2.7 of the Company Disclosure Letter, since March 31, 2007, (a) the Company has operated its business in the ordinary course of business consistent with past practice, (b) there has not been any Company Material Adverse Effect, and (c) the Company has not (i) amended its articles of organization or Operating Agreement, (ii) declared or set aside any dividends or made any other distribution in cash with respect to the Company’s capital stock, (iii) declared or made any distributions in securities or property which will not be paid at or prior to Closing, (iv) issued any additional membership interests or issued, sold or granted any option or right to acquire, or otherwise disposed of, any of its unissued membership interests, (v) repurchased or redeemed any of its membership interests, (vi) merged into or with or consolidated with, any other corporation or acquired the business or assets of any person, (vii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Indebtedness in excess of $100,000 in the aggregate, or made any loan or advance to, or any investment in, any person in excess of $10,000 in the aggregate, except in each case in the ordinary course of business consistent with past practices, (viii) entered into, amended or

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terminated any agreement specified in Schedule 2.16 of the Company Disclosure Letter, (ix) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any properties or assets with a value in excess of $10,000 except inventory sold in the ordinary course of business or pursuant to any agreement specified in Schedule 2.16 of the Company Disclosure Letter, (x) settled any claim or litigation, or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator, (xi) incurred or approved, or entered into any agreement or commitment to make, any expenditure in excess of $10,000 in the aggregate (other than those required pursuant to any agreement set forth on Schedule 2.16 of the Company Disclosure Letter or in the ordinary course of business consistent with past practices), (xii) effected any material increase in (1) the rate of compensation payable or to become payable to its directors, managers, officers, agents or employees or (2) the payment of any bonus, payment or arrangement made to, for or with any of its directors, managers, officers, agents or employees, except as required by an agreement set forth in Schedule 2.16 of the Company Disclosure Letter or by any Company Employee Plan set forth on Schedule 2.8 of the Company Disclosure Letter or in the ordinary course of business consistent with past practice, (xiii) sold, assigned, transferred or granted any license with respect to any patent, trademark, trade name, service mark, copyright, trade secret or other material intangible asset (including software source code and object code, and algorithms), except pursuant to licenses or other agreements set forth on Schedule 2.16 of the Company Disclosure Letter; (xiv) suffered any loss of property or waived any right, in each case of value in excess of $10,000, whether or not in the ordinary course of business, (xv) abandoned, withdrawn, allowed to become abandoned, withdrawn or expired, or otherwise relinquished any material right or filing relating to any Intellectual Property (as defined in Section 2.17) or value in excess of $10,000 or (xvi) made any agreement or commitment to do any act described in (i)-(xvi) above.

     2.8 Employee Benefit Plans.

     (1) Schedule 2.8 of the Company Disclosure Letter sets forth a true and complete list of all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), each employment, consulting or material severance contract or plan and each other plan or arrangement providing for bonuses, profit-sharing, membership option or other equity-based compensation or deferred compensation, vacation benefits, employee assistance program, disability or sick leave benefits, which is maintained or contributed to by the Company or any of its subsidiaries (each, a “Company Employee Plan”). Copies of the Company Employee Plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto, together with the most recent Internal Revenue Service determination letter, if applicable, with respect thereto, and the most recent actuarial valuation report and annual report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan or trust, have been made available to Purchaser.

     (2) Except as would not individually or in the aggregate have a Company Material Adverse Effect: (i) each Company Employee Plan has been maintained and operated in accordance with its terms and applicable law, including,

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without limitation, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); (ii) except as set forth in Schedule 2.08 of the Company Disclosure Letter, each Company Employee Plan intended to qualify under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that the Company Employee Plan is qualified under Section 401 of the Code and no circumstances exist that would reasonably be expected to result in the revocation of any such determination letter; (iii) no claim, lawsuit, arbitration or other action (including, without limitation, any audits or proceedings pending with any governmental or regulatory agency) has been threatened, asserted, instituted, or, to the knowledge of the Saratoga Sellers and the Company, is anticipated against, or in respect of, any Company Employee Plan (other than routine claims for benefits), (iv) no non-exempt “prohibited transaction” has occurred, with respect to any Company Employee Plan, within the meaning of ERISA and the Code; and (v) no Company Employee Plan is subject to Section 412 of the Code, and the Company does not have any liability under Title IV of ERISA. No Company Employee Plan is a “multiemployer plan,” as defined in Section 3(37) of ERISA, or otherwise subject to Title IV or Section 302 of ERISA, and the Company has no liability (including actual or potential withdrawal liability) with respect to any multiemployer plans.

     (3) Except as set forth in Schedule 2.8 of the Company Disclosure Letter, (i) the Company is not obligated under any employee welfare benefit plan as described in Section 3(1) of ERISA (“Welfare Plan”) to provide medical or death benefits with respect to any employee or former employee of the Company or its predecessors after termination of employment, except as required under Section 4980B of the Code or Part 6 of Title I of ERISA or other applicable law; (ii) the Company has complied with the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA, and the regulations thereunder; and (iii) no Welfare Plan that is a group health plan is a self-insured plan.

     (4) Except as set forth in Schedule 2.8 of the Company Disclosure Letter, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual, and (ii) any amount payable by the Company that is contingent upon the closing of the transactions contemplated by this Agreement will not be classified as an excess parachute payment under Section 280G of the Code.

     (5) Each Company Employee Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in good faith compliance, in all material respects, with Section 409A of the Code from the period beginning January 1, 2005 through the date hereof and has not been materially modified since October 2, 2004.

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     2.9 Financial Statements.

     (1) The Company has heretofore provided to Purchaser (a) audited consolidated financial statements of the Company and its subsidiaries for the years ended December 31, 2004, 2005 and 2006, including all related notes and schedules (collectively, the “Audited Financial Statements”), and (b) internally prepared financial statements for the three months ended March 31, 2007 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements, together with the notes thereto, were prepared in accordance with the books and records of the Company, which books and records are complete and accurate in all material respects, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), present fairly and accurately, in all material respects, the consolidated financial condition and results of operations of the Company as of the respective dates thereof and for the periods then ended and include all adjustments which are necessary for a fair presentation of the financial condition and results of operations of the Company for the periods covered by such statements and make full and adequate provisions for all liabilities or obligations of the Company, whether accrued, absolute, contingent or otherwise, in accordance with GAAP.

     (2) Except as set forth in the Financial Statements or as set forth on Schedule 2.9 of the Company Disclosure Letter, the Company has no liabilities, obligations or Indebtedness, contingent or otherwise, which are not adequately reflected in or reserved against in the Financial Statements, other than liabilities incurred since the date of the Financial Statements in the ordinary course of business consistent with past practices or which would not result in a Material Adverse Effect.

     (3) Schedule 2.9 of the Company Disclosure Letter sets forth (i) the amount of all Indebtedness of the Company set forth on Schedule 2.5 of the Company Disclosure Letter, (ii) any Lien with respect to such Indebtedness and (iii) a list of each instrument or agreement governing such Indebtedness (true and correct copies of which have been provided to the Purchaser). To the Company’s knowledge, no default (or event which with the giving of notice or passage or time would constitute a default) exists with respect to or under any such Indebtedness or any instrument or agreement relating thereto.

     (4) The Company’s Financial Statements set forth a complete list of the Company’s accounts payable and accrued expenses in accordance with GAAP as of the date or dates thereof.

     (5) The accounts receivable of the Company reflected on the Financial Statements, and all receivables incurred since the date of the Financial Statements, arose from bona fide transactions in the ordinary course of business, are fully collectible, and the goods and services involved have been sold, delivered or performed (as applicable) in full. No such account has been assigned or pledged to any other person, firm or corporation and no defense or set-off to any such account has been asserted by the account obligor or exists. The allowance for

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doubtful accounts set forth in the balance sheet as of the most recent balance sheet date delivered to the Purchaser is adequate from a historical perspective for the nonpayment of claims previously submitted and for which revenues have been accrued.

     (6) The accounting books and records of the Company have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

     2.10 Permits and Licenses. The Company holds all material licenses, franchises, authorizations, permits and certificates necessary to enable the Company to continue to conduct its business as presently conducted (collectively, the “Company Licenses”). Schedule 2.10 of the Company Disclosure Letter includes a correct and complete list of each material Company License. Each Company License is valid and in full force and effect and, to the knowledge of the Saratoga Sellers and the Company, no suspension or cancellation of any such Company License is threatened and no default exists under such Company Licenses. Except as set forth in Schedule 2.10 of the Company Disclosure Letter, no right of termination will arise under such Licenses as a result of the consummation of the transactions consummated by this Agreement.

     2.11 Properties. The Company has good and marketable title to its personal property and valid and subsisting leasehold interests or licenses in all of its real and material personal properties and assets, in each case now or as of the Closing Date free and clear of all Liens, except for those: (i) securing Taxes, assessments and other governmental charges or levies not yet due or delinquent or otherwise contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the statutory or common law liens of materialmen, mechanics, carriers, construction contractors, warehousemen or landlords or other like liens for labor, materials, supplies or rentals; (ii) consisting of deposits or pledges in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or under surety or performance bonds; (iii) constituting encumbrances in the nature of zoning restrictions, easements, rights of way, restrictions, encroachments, protrusions and other, similar encumbrances and minor title defects affecting the use of any real property leased by the Company or any matters appearing on a survey (collectively, the “Company Real Property”), (iv) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases entered into by the Company in the ordinary course of business and liens against the lessor, sublessor, licensor or sublicensor in any Company Real Property, (v) liens arising from precautionary Uniform Commercial Code financing statement or similar filings and (vi) any other liens that would not reasonably be expected to have a Material Adverse Effect; provided the same do not materially interfere with or prohibit the present use of such properties taken as a whole (“Permitted Encumbrances”).

     2.12 Real Property. Schedule 2.12 of the Company Disclosure Letter contains a complete and correct list of all Company Real Property. All such real property, the buildings and structures thereon, and the operations and maintenance thereof comply in all material respects with all applicable restrictive covenants and conform in all material respects to all applicable Legal Requirements, including those relating to land use and zoning; provided, that, if such real property, buildings and structures are leased by the Company, this sentence shall apply only to

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the portion leased or operated and to the extent that the obligation to so comply is that of the Company and no other person. The buildings and other structures on such real property leased or owned by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear. The Company neither owns any real property nor does the Company lease any real property as sublessor or sublessee. As of the date hereof, each of the leases that relate to the Company Real Property is a valid, legal and binding agreement of the Company in accordance with its terms. The Company is not in default under any such lease and to the best knowledge of the Saratoga Sellers and the Company, no event has occurred which, after notice or lapse of time or both, would constitute a default under any such lease. All utilities and similar systems that are required for the operation of the Company’s business at all Company Real Property are, in all material respects, operating and sufficient to enable all such Company Real Property to continue to be used and operated in the manner currently being used and operated by the Company. The Company does not own any real property (including, without limitation, any option or other right or obligation to purchase any real property or any interest therein).

     2.13 Compliance with Environmental Laws. For purposes of this Agreement, except as otherwise provided, unless the context otherwise requires:

     “Environment” shall mean any surface or subsurface physical medium or any natural resource, including, without limitation, air, land, soil, surface waters, ground waters, stream and river sediments, biota and any indoor area, surface or physical medium.

     “Environmental Law” shall mean any federal, state or local law, rule, regulation, ordinance, code, order, judgment, decree or rule of common law enacted, promulgated or issued prior to the Closing Date relating to the injury to, or the pollution or protection of, the Environment or public health to the extent related to the exposure or potential exposure to Hazardous Materials.

     “Hazardous Materials” shall mean petroleum, petroleum products, petroleum-derived substances, radioactive materials, wastes, polychlorinated biphenyls, lead-based paint, radon, urea formaldehyde, asbestos or any materials containing asbestos, and any other materials, substances, chemicals, pollutants, contaminants or constituents subject to regulation or which could give rise to liability under any Environmental Law.

     The operations of the Company and any Company Real Property comply with all applicable Environmental Laws, except for such non-compliances which individually or in the aggregate would not have a Company Material Adverse Effect. To the knowledge of Saratoga Sellers and the Company, the Company Real Property does not contain any Hazardous Materials in, on, over, under, at or emanating from it, in a manner, form or concentrations that could reasonably be expected to violate or result in liability to the Company under any applicable Environmental Laws in any material respect. The Company has obtained all material permits required under applicable Environmental Law for the operations of the Company and is in compliance in all material respects with the terms and conditions of such permits. There have been no written private or governmental claims, citations, complaints, notices of violation or letters made, issued to or to the knowledge of the Company threatened, against the Company by any Governmental Authority or other party alleging any violation of or liability under any Environmental Law resulting, in whole or in part, from the ownership, use of operation of any of the Company

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Real Property, except for those matters which would not reasonably be expected to result in a Company Material Adverse Effect. The Purchaser has been provided with true, accurate and complete copies of any material written information in the possession of the Company or any of the Sellers that pertains to the environmental history of the Company Real Property. The Company and the Sellers shall also promptly furnish to Purchaser true, accurate and complete copies of any sampling and test results, if any, obtained by the Company prior to the Closing from all environmental and/or health samples and tests taken at and around the Company Real Property.

     2.14 Labor and Employment Matters. Except as would not, individually or in the aggregate have a Company Material Adverse Effect, (i) the Company is not involved in or, to the knowledge of the Saratoga Sellers and the Company, threatened with any labor dispute, grievance or litigation relating to labor, safety or discrimination matters involving any of its employees, including, without limitation, charges of unfair labor practices or discrimination complaints; and (ii) the Company is operating and has been operated in compliance in all respects with all laws covering employment and employment practices, terms and conditions of employment and wages and hours, including any laws respecting employment discrimination, overtime pay, equal opportunity, affirmative action, employee privacy, wrongful or unlawful termination, workers’ compensation, occupational safety and health requirements, labor/management relations, immigration, benefits, and collective bargaining, the payment of social security and similar Taxes and unemployment insurance, or related matters and is otherwise not engaged in any unfair labor practices within the meaning of the National Labor Relations Act, the Fair Labor Standards Act and any equivalent act or statute under applicable state law. The Company is not a party to, or bound by, any collective bargaining agreement with respect to its employees and no collective bargaining agreement is being negotiated by the Company nor, to the knowledge of the Saratoga Sellers and the Company, is any employee of the Company represented by any labor union or similar association. No labor union or employee organization has been certified or recognized as the collective bargaining representative of any employees of the Company. To the knowledge of Saratoga Sellers and the Company, there are no union organizing campaigns or representation proceedings in process or threatened with respect to any employees of the Company or any existing or threatened labor strikes, work stoppages, organized slowdowns, unfair labor practice charges or labor arbitration proceedings affecting any employee of the Company. Except as set forth on Schedule 2.14 of the Company Disclosure Letter, or as accrued on the Financial Statements, in the event of termination of the employment of any employee, neither the Purchaser nor the Company will, pursuant to any agreement with the Management Sellers or the Company or by reason of any representation made or plan adopted by the Management Sellers or the Company prior to the Closing, be liable to any employee for so-called “severance pay,” parachute payments or any other similar payments or benefits, including, without limitation, post-employment healthcare or insurance benefits. None of the officers or other key employees of the Company has notified any of the Saratoga Sellers or the Company of his or her present intention to terminate his or her employment with the Company. To the knowledge of the Company and the Saratoga Sellers, no manager, officer or employee of or consultant to the Company is in violation of any terms of any employment contract, non competition agreement, non disclosure agreement or other contract or agreement containing restrictive covenants relating to the right of any such manager, officer, employee or consultant to be employed or engaged by the Company.

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     2.15 Tax Returns, Audits and Liabilities. For purposes of this Agreement, except as otherwise expressly provided, unless the context otherwise requires:

     “Return” means any report, return, form or other document required to be supplied to a taxing authority in connection with Taxes.

     “Tax” or “Taxes” means taxes of any kind, levies or other like assessments, customs, duties, imposts, or other governmental charges, including, without limitation, income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, license, payroll, transaction, capital, net worth and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other taxes imposed by or payable to the United States, or any state or local or foreign government or subdivision or agency thereof, including any liability for taxes under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), and in each instance such term shall include any interest, penalties or additions to tax attributable to any such Tax.

     The Company has (i) filed all Returns required to be filed by it and (ii) paid all Taxes imposed on or otherwise owed by it whether or not shown to have become due pursuant to such Returns. All Returns filed by the Company (or the Saratoga Sellers acting on behalf of the Company) with respect to Taxes were true and correct in all material respects as of the respective dates on which they were filed. There is no suit, proceeding, audit, claim or proposed assessment pending or, to the knowledge of the Saratoga Sellers and the Company, threatened with respect to any liability for Tax of the Company for which a material amount of Tax is at issue. There are no Liens on the assets of the Company for any Tax currently due and owing. None of the Saratoga Sellers is a “foreign person” as that term is defined in Section 1445(f)(3) of the Code. Any and all tax sharing agreements to which the Company is a party shall be terminated effective on or prior to the Closing Date with respect to the Company, and from and after such Closing Date, the Company shall not have any further rights, obligations and liabilities thereunder. The Company is not currently the beneficiary of any extension of time within which to file any Return. The Company has complied with applicable law relating to the reporting, payment and withholding of Taxes in connection with amounts paid to its employees, creditors, independent contractors or other third parties and has, within the time and in the manner prescribed by law, withheld from such amounts and timely paid over to the proper Governmental Authorities all such amounts required to be so withheld and paid over under applicable law, except for failures which, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect. Schedule 2.15 of the Company Disclosure Letter lists all material elections for Taxes affirmatively made in writing and currently in force to which the Company is bound. The Company has made no election to be taxed as a Subchapter S corporation within the meaning of Sections 1361 and 1362 of the Code, and the Company will not be a Subchapter S corporation on the Closing Date.

     2.16 Material Contracts. Schedule 2.16 of the Company Disclosure Letter discloses any and all (written or oral) contracts, agreements, arrangements, understandings, commitments, obligations, leases, deeds, mortgages, bonds, notes, indentures, loan agreements, promissory notes, sales orders, purchase orders, customer agreements or other documents or instruments

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     (“Contracts”) described in clauses (i) through (x) below to which the Company is a party or by which the Company or its assets are bound (“Material Contracts”):

     (i) each Contract (or series of related Contracts) of the Company that requires the payment or incurrence of liabilities by the Company subsequent to the date of this Agreement of more than Fifty Thousand Dollars ($50,000) (in the case of customer contracts, One Hundred Thousand Dollars ($100,000)) annually;

     (ii) each Contract (or series of related Contracts) of the Company that requires the provision of goods or the rendering of services by the Company subsequent to the date of this Agreement for value of more than Fifty Thousand Dollars ($50,000) (in the case of customer contracts, One Hundred Thousand Dollars ($100,000)) annually;

     (iii) each acquisition, partnership or joint venture or other similar Contract entered into by the Company during the three (3)-year period ending with the date of this Agreement or currently in effect in any respect;

     (iv) each Contract restricting or otherwise materially affecting the ability of the Company to compete in any business in any jurisdiction;

     (v) each Contract with any of the members or affiliates of the Company;

     (vi) each Contract with any employees, officers, directors, consultants or advisors;

     (vii) each lease for capital equipment that provides for ongoing payments by the Company in excess of Fifty Thousand Dollars ($50,000) annually;

     (viii) each security holders agreement, registration rights agreement, voting agreement, voting trust agreement or similar agreements to which the Company is subject;

     (ix) each agreement relating to development, ownership or licensing of any Intellectual Property;

     (x) agreements, instruments or other documents under which the Company assumes, guarantees, endorses or otherwise becomes directly or contingently liable on or for any Indebtedness of any other person, including any of the Sellers, except guarantees by endorsement of negotiable instruments or deposit or collection or similar transactions; and

     (xi) each Contract either (A) requiring any payments or (B) the terms of which provide for an increase in the amount of any payment, in either case solely because of the consummation of the transactions contemplated by this Agreement.

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     Correct and complete copies of such Material Contracts have heretofore been made available to Purchaser. Each Material Contract is in full force and effect and is valid and enforceable by and against the Company (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and to the knowledge of the Saratoga Sellers and the Company, each Material Contract is valid and enforceable against the other parties thereto (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)), in each case in accordance with its terms. The Company is not in default under any Material Contract nor has it received written notice or oral notice of any default under any such Material Contract. All contracts are with the Company and Data Return Limited, the Company’s wholly-owned subsidiary in the United Kingdom, and, to the extent a contract constitutes a Material Contract, the respective counterparty to each such contract is noted on Schedule 2.16 of the Company Disclosure Letter. DigitalOps, LLC, the Company’s other wholly-owned subsidiary is not a party to any contract.

     2.17 Intellectual Property.

     (1) Schedule 2.17 of the Company Disclosure Letter contains a complete list of the Intellectual Property that is owned by or licensed to, or is otherwise used by, the Company (in each case as specified in Schedule 2.17 of the Company Disclosure Letter). Such Intellectual Property is the only Intellectual Property that is used or needed in order to conduct the business of the Company as currently conducted and as contemplated to be conducted in the future. Except as disclosed in Schedule 2.17 of the Company Disclosure Letter, the Company is the record owner of and owns the entire right, title and interest in all such Intellectual Property, free and clear of any liens, security interests, claims, defects in title, ongoing payment obligations, rights of attribution or other encumbrances of any kind. The patents and registrations for the other such Intellectual Property have been duly maintained, are valid and in full force and effect. No filing or payment of any kind was or is required to be made with respect to any of the filings relating to such Intellectual Property at any time prior to 90 days after the Closing which has not been made and/or paid in full. Schedule 2.17 of the Company Disclosure Letter contains a complete list of all license or other agreements under which the Company is granted a license to use any Intellectual Property or under which the Company has granted a license to any third party to use any Intellectual Property. All such agreements are in full force and effect, there have been no breaches of any such agreement by any of the parties thereto, and there are no outstanding or threatened disputes or disagreements with respect to any such agreement. None of such agreements, nor the operation of the Company’s business, violates any U.S. embargoes, export control laws or regulations.

     (2) Neither the Company nor any Saratoga Seller is aware of any claim, allegation or basis for any claim or allegation that any of such Intellectual Property is subject to defenses that would preclude or impair enforcement of the

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Company’s exclusive rights thereto, including, without limitation, misuse, laches, acquiescence, statute of limitations, abandonment, unclean hands or fraudulent registration. There are no past or present claims, demands or proceedings instituted, pending or proposed or, to the knowledge of the Saratoga Sellers and the Company, threatened by any third party pertaining to or challenging the use of, or right to use, any of the Intellectual Property by the Company or claiming that any of the use of such Intellectual Property or that any of the Company’s products or services infringes on any third party intellectual property right, nor, to the knowledge of the Saratoga Sellers and the Company, is there any basis for any such claim, demand or proceeding. To the knowledge of the Saratoga Sellers and the Company, neither the Company’s products or services, nor the conduct of the business of the Company as previously or currently conducted, infringes upon any third party intellectual property or other rights. To the knowledge of the Saratoga Sellers and the Company, no person is infringing any of the Intellectual Property owned, or licensed or otherwise used by the Company and no royalty or other consideration is required to be paid by the Company to any other person in respect of the use of any Intellectual Property except as disclosed in Schedule 2.17 of the Company Disclosure Letter.

     (3) All rights to any invention, improvement, discovery, information, work of authorship or other work product relating to the Company’s business developed or created by a former or current employee of the Company or any of its predecessors and their respective affiliates or a former or current independent contractor involved in the development of such Intellectual Property in connection with their engagement or employment by the Company or its predecessors or respective affiliates have been assigned or have been agreed to be assigned to the Company by virtue of contractual obligation or operation of law. Reasonable precautions have been taken to protect the secrecy and value of all trade secrets forming part of such Intellectual Property, including, without limitation, all proprietary and confidential business methods, techniques and practices, such precautions including, without limitation, implementation and enforcement of confidentiality policies and practices and requiring key employees and contractors having access to any confidential and proprietary information used in the Company’s business to execute and deliver written confidentiality agreements obligating them to maintain the confidentiality of same.

     (4) The Company’s computer and information technology hardware, software and systems are owned by, or licensed or leased to, the Company. All software used by the Company is owned by the Company or used pursuant to, and within the scope of, a valid license or other enforceable right, is not a “bootleg” or otherwise unauthorized version or copy, and does not include any open source software. The Company possesses such working copies of all of such software, including object code and, unless otherwise specified in Schedule 2.17 of the Company Disclosure Letter, source code and all related manuals, licenses and other documentation, as are necessary for the current conduct of all portions of the Company’s business consistent with prudent business practices. Such hardware, software and systems: (i) are in satisfactory working order and are scalable to

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meet current and reasonably anticipated capacity; (ii) have appropriate security, back ups, disaster recovery arrangements, source code escrow arrangements and hardware and software support and maintenance to minimize the risk of material error, breakdown, failure or security breach occurring and to ensure if such event does occur it does not cause a material disruption to any portion of the Company’s business; (iii) are configured and maintained to minimize the effects of viruses and do not contain viruses, Trojan horses, back doors other malicious code; and (iv) have not suffered any material error, breakdown, failure or security breach which has caused disruption or damage to any portion of the Company’s business.

     (5) Neither the Company nor any Saratoga Seller has at any time prior to the date of this Agreement received notification of any kind alleging that the Company or any predecessor entity or any of their respective affiliates has not complied with applicable data protection laws.

     (6) For purposes of this Agreement, “Intellectual Property” means all intangible property rights including, but not limited to, inventions, discoveries, trade secrets, processes, formulae, know-how, proprietary confidential information, United States and foreign patents, patent applications, trade names, fictitious names, trademarks, service marks and trade dress (together with associated goodwill),domain names and copyrights, moral rights, rights of publicity and any registrations or applications for registrations relating thereto, any common law rights and any other proprietary rights relating to any of the foregoing.

     2.18 Litigation. Except as disclosed on Schedule 2.18 to the Company Disclosure Letter, to the knowledge of the Saratoga Sellers, there is no litigation, action, suit, proceeding, charge or complaint pending or, to the Company’s or the Saratoga Sellers’ knowledge, threatened against the Company or any of its subsidiaries or any of their respective properties or assets or any of their respective officers or directors (in their capacity as officers or directors of the Company or any subsidiary). To the Company’s or the Saratoga Sellers’ knowledge, none of the Sellers or the Company is in default with respect to any order, settlement agreement, writ, injunction, decree, ruling or decision of any court, commission, board or other government agency relating to the Company, the Company’s business or the Membership Interests.

     2.19 Bank Accounts. Schedule 2.19 of the Company Disclosure Letter sets forth a complete and accurate list of each deposit account or asset maintained with any bank, brokerage house or other financial institution, specifying with respect to each, the name and address of the institution, the name under which the account is maintained and the account number.

     2.20 Insurance Coverage. The Company maintains policies of insurance of the types and in amounts providing protection for the Company consistent with sound business practices generally applicable to businesses of the size and nature of the Company. Schedule 2.20 of the Company Disclosure Letter sets forth a true and complete description of (i) all of the insurance policies in force and effect in respect of the Company (the “Policies”); (ii) the coverage and limits on the Policies; (iii) all current and open or known claims under any of the Policies; and (iv) all written claims in excess of $50,000 individually or in the aggregate, made against the Company during the past three years whether or not covered by insurance. None of the Saratoga

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Sellers or the Company has received any notice of cancellation in respect of insurance coverage under the Policies. All premiums due and payable in respect of the Policies have been paid. Except as set forth on Schedule 2.20 of the Company Disclosure Letter, there are no pending or, to the knowledge of the Saratoga Sellers or the Company, threatened terminations or material premium increases with respect to any of the Policies and the Company is in compliance with all conditions contained therein.

     2.21 No Brokers or Finders. Except as set forth on Schedule 2.21 of the Company Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Sellers or the Company. The Company and Saratoga Sellers shall indemnify and hold Purchaser harmless from and against the claims of all persons or entities who claim commissions through them for brokerage fees or commissions or any other fees arising out of the transactions contemplated hereby.

     2.22 [Reserved]

     2.23 Product Warranty. Each of the products manufactured, sold, and delivered or services provided by the Company have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, including all Service Level Agreements, and the Company has no material 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) for replacement thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the most recent balance sheet included in the Financial Statements (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company. Substantially all of the products manufactured, sold, and delivered or services provided by the Company are subject to standard terms and conditions of sale.

     2.24 Customers. Schedule 2.24 of the Company Disclosure Letter lists each of the Company’s customers as of December 31, 2006 and March 31, 2007. The Company maintains good relations with each of such customers and, except as set forth in Schedule 2.24 of the Company Disclosure Letter, since April 30, 2007, to the Company’s and the Saratoga Sellers’ knowledge, no event has occurred that would materially adversely affect the Company’s relations with such customers. To the best knowledge of the Sellers and the Company, since December 31, 2006, none of the top ten (10) customers (such rank determined by annual revenues received from such customer) has decreased the amount of business that it does with the Company by more than ten percent (10%).

     2.25 TWW Stock and Related Matters. Each of the Saratoga Sellers (a) has adequate means of providing for his, her or its current needs and possible personal contingencies, and has no need for liquidity in the TWW Stock, (b) has such knowledge and experience in financial matters that he, she or it is capable of evaluating the relative risks and merits of an investment in TWW Stock and has the requisite financial worth to qualify as an “Accredited Investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933 (as amended, the “1933 Act”), (c) has received and read and is familiar with the Terremark Documents (as defined

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below), (d) confirms that all documents, records and books pertaining to the acquisition of the TWW Stock and requested by such Saratoga Seller have been made available or delivered to such Saratoga Seller, (e) understands that the shares of TWW Stock have not been, and will not be, registered under the 1933 Act, or any state securities laws, in reliance on exemptions from registration thereunder for private offerings, and (f) further understands that he, she or it is acquiring the TWW Stock without being furnished any information about Purchaser beyond that which is contained in the Terremark Documents.

     2.26 Investment Intent; Restricted Securities.

     (1) Each Saratoga Seller who receives one or more shares of TWW Stock represents and warrants that such TWW Stock is being acquired solely for such Saratoga Seller’s own account, for investment, and is not being purchased with a view to the resale or distribution thereof. No Saratoga Seller receiving shares of TWW Stock has any present plan to enter into any contract, undertaking, agreement, or arrangement contemplating the resale or disposition of any or all TWW Stock.

     (2) Each Saratoga Seller understands that the TWW Stock will be deemed to be “restricted securities” under the 1933 Act, and cannot be resold absent registration or an exemption therefrom. The Saratoga Sellers are aware of the provisions of Rule 144 promulgated under the 1933 Act which, in substance, permit public resale in the United States of “restricted securities” subject to the satisfaction of certain conditions, including, among other things: (i) the resale occurring not less than one (1) year after the acquisition of the securities, (ii) the availability of certain public information about the issuer, (iii) the sale being made through a broker in an unsolicited “broker’s transaction” or a transaction directly with a market maker, and (iv) the amount of securities being sold during any three (3) month period not exceeding the specified limitations set forth in Rule 144.

     2.27 Disclosure. To the knowledge of the Saratoga Sellers, the representations and warranties of the Company and the Saratoga Sellers contained in this Agreement and in any schedule, certificate, or agreement furnished by the Saratoga Sellers or the Company to Purchaser pursuant to this Agreement do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE IIA

REPRESENTATIONS AND WARRANTIES OF MANAGEMENT SELLERS

     Each of the Management Sellers, severally and not jointly, represent and warrant to Purchaser and the Saratoga Sellers that, except as set forth in any of the sections or subsections of the Company Disclosure Letter corresponding to the appropriate section or subsection of this Article IIA, the following is true and correct as of the date hereof and as of the Closing Date:

     2.1A Membership Interests. Each Management Seller is the direct record and beneficial owner of its respective Membership Interest set forth on Schedule 2.1A of the

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Company Disclosure Letter, free and clear of any Lien, and each Management Seller has the right, power and authority to sell, transfer, convey and assign good, valid and indefeasible title thereto, free and clear of any Liens, except for the rights and obligations arising under the Operating Agreement.

     2.2A Company and Saratoga Sellers Representations. To the best knowledge of each Management Seller, the representations and warranties of the Company and the Saratoga Sellers contained in Article II hereof are true and correct.

     2.3A Authority Relative to this Agreement and Related Matters. Each Management Seller has all necessary power and authority to enter into and to perform its obligations under the Transaction Documents. The execution and delivery by the Management Sellers of the Transaction Documents and the consummation by them of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Management Sellers. The Transaction Documents have been duly executed and delivered by the Management Sellers and, assuming the due authorization, execution and delivery thereof by Purchaser and the Saratoga Sellers, constitute the legal, valid and binding obligation of each of the Management Sellers, enforceable against each of the Management Sellers in accordance with their terms.

     2.4A No Conflicts; Required Filings and Consents. The execution and delivery of the Transaction Documents by such Management Seller does not, and neither the performance by such Management Seller thereof nor the consummation by them of the transactions contemplated thereby will (i) to the knowledge of such Management Seller, conflict with or violate any Legal Requirements applicable to such Management Seller or by which such Management Seller’s respective properties or assets is bound, (iii) except as could not reasonably be expected to result in a material adverse effect, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a Lien on any of the properties or assets of such Management Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which such Management Seller is a party or by which such Management Seller or any of its respective properties or assets is bound, or (iv) to the knowledge of such Management Seller, require such Management Seller to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, except for filings, if any, required pursuant to the HSR Act, or any material consent, approval, authorization or permit of any third party pursuant to contractual obligation or applicable law.

     2.5A TWW Stock and Related Matters. Each of the Management Sellers (a) has adequate means of providing for his, her or its current needs and possible personal contingencies, and has no need for liquidity in the TWW Stock, (b) has such knowledge and experience in financial matters that he, she or it is capable of evaluating the relative risks and merits of an investment in TWW Stock and has the requisite financial worth to qualify as an “Accredited Investor” as such term is defined in Regulation D promulgated under the 1933 Act (defined below), (c) has received and read and is familiar with the Terremark Documents (as defined below), (d) confirms that all documents, records and books pertaining to the acquisition of the TWW Stock and requested by such Management Seller have been made available or delivered to such Saratoga Seller, (e) understands that the shares of TWW Stock have not been, and will not

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be, registered under the 1933 Act, or any state securities laws, in reliance on exemptions from registration thereunder for private offerings, and (f) further understands that he, she or it is acquiring the TWW Stock without being furnished any information about Purchaser beyond that which is contained in the Terremark Documents.

     2.6A Investment Intent; Restricted Securities.

     (1) Each Management Seller who receives one or more shares of TWW Stock represents and warrants that such TWW Stock is being acquired solely for such Management Seller’s own account, for investment, and is not being purchased with a view to the resale or distribution thereof. No Management Seller receiving shares of TWW Stock has any present plan to enter into any contract, undertaking, agreement, or arrangement contemplating the resale or disposition of any or all TWW Stock.

     (2) Each Management Seller understands that the TWW Stock will be deemed to be “restricted securities” under the 1933 Act, and cannot be resold absent registration or an exemption therefrom. The Management Sellers are aware of the provisions of Rule 144 promulgated under the 1933 Act which, in substance, permit public resale in the United States of “restricted securities” subject to the satisfaction of certain conditions, including, among other things: (i) the resale occurring not less than one (1) year after the acquisition of the securities, (ii) the availability of certain public information about the issuer, (iii) the sale being made through a broker in an unsolicited “broker’s transaction” or a transaction directly with a market maker, and (iv) the amount of securities being sold during any three (3) month period not exceeding the specified limitations set forth in Rule 144.

     2.7A Disclosure. To the knowledge of the Management Sellers, the representations and warranties of the Management Sellers contained in this Agreement and in any schedule, certificate, or agreement furnished by the Management Sellers or the Company to Purchaser pursuant to this Agreement do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to Sellers that, except as otherwise disclosed in the Terremark Documents (as defined below), the following is true and correct as of the date hereof and as of the Closing Date:

     3.1 Organization of the Purchaser. Purchaser is duly organized, validly existing, and in good standing under the laws of Delaware and has full power and authority to conduct its business.

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     3.2 Authorization. Purchaser has all necessary power and authority to execute, deliver and perform the Transaction Documents and the other agreements and documents contemplated thereby and has taken all necessary action to consummate the transactions contemplated thereby and to perform its obligations thereunder. No further action on the part of the Purchaser is required in connection with the execution, delivery and performance of the Transaction Documents. Purchaser has duly executed and delivered the Transaction Documents and such Transaction Documents are the valid and binding obligation of Purchaser, enforceable against it in accordance with their terms.

     3.3 No Conflict; Required Filings and Consents. The execution and delivery of the Transaction Documents by Purchaser does not, and neither the performance by Purchaser thereof nor the consummation by it of the transactions contemplated thereby will, (a) conflict with or violate the organizational documents, as amended to date, of Purchaser, (b) conflict with or violate any Legal Requirement applicable to Purchaser or by which Purchaser or any of its properties or assets is bound, (c) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under any note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound (other than immaterial antidilution rights in respect of creditors of the Purchaser), or (d) require Purchaser to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, except for filings, if any, required pursuant to the HSR Act, or any material consent, approval, authorization or permit of any third party pursuant to contractual obligation or applicable law.

     3.4 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.

     3.5 SEC Reports.

     (1) The Purchaser has furnished to the Sellers true and complete copies of the Proxy Statement related to Purchaser’s Annual Meeting of Shareholders held on October 20, 2006, Purchaser’s Annual Report on Form 10-K for fiscal year ended March 31, 2006 and Purchaser’s Quarterly Reports on Form 10-Q for the quarters ended June 30, September 30 and December 31, 2006 and all of its other reports, statements, schedules and registration statements, as such reports were filed with the Securities and Exchange Commission (the “SEC”) since June 15, 2006 (collectively, the “Terremark Documents”).

     (2) As of its filing date (and as of the date of any amendment), each Terremark Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the Securities Exchange Act of 1934 (as amended, the “1934 Act”), as the case may be.

     (3) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Terremark Document filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or

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omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     (4) There are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under the 1934 Act) or director of Purchaser. Purchaser has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

     3.6 Acknowledgement of Access. Purchaser acknowledges that it has had full and complete access to the books and records of the Company, certain employees and facilities owned and leased by the Company, and all documents and instruments described or listed in any section of the Company Disclosure Letter, and, furthermore, that Purchaser has conducted such due diligence investigations of the Company, its assets and its operations, with the full cooperation of the Company, as Purchaser has deemed necessary or advisable in connection with the transactions contemplated by this Agreement.

     3.7 Validity of the TWW Stock. All shares of the TWW Stock, when issued in accordance with and pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and will be issued free and clear of all preemptive rights or options or other Liens created by or through the Purchaser.

     3.8 Absence of Certain Changes or Events. Except as disclosed in the Terremark Documents, since the date of each applicable Terremark Document, (a) the Purchaser has operated its business in the ordinary course of business consistent with past practice, (b) there has not been any change effect or event, individually or in the aggregate, that is materially adverse to the business, results of operations, assets, liabilities or financial condition of the Purchaser taken as a whole (a “Purchaser Material Adverse Effect”), and (c) the Purchaser has not (i) amended its articles of organization or by-laws, (ii) declared or set aside any dividends or made any other distribution in cash with respect to shares of capital stock of the Purchaser which will not be paid at or prior to Closing other than as contemplated by this Agreement or by the Purchaser’s Series I Convertible Preferred Stock, par value $.001, (iii) declared or made any distributions in securities or property with respect to shares of capital stock of the Purchaser which will not be paid at or prior to Closing, (iv) issued any additional shares of stock or issued, sold or granted any option or right to acquire, or otherwise disposed of, any of its unissued shares of stock, other than grants of awards under the Purchaser’s 2005 Executive Incentive Compensation Plan, (v) repurchased or redeemed any of its shares of stock, (vi) merged into or with or consolidated with, any other corporation or acquired the business or assets of any person, (vii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Indebtedness in excess of $100,000 in the aggregate, or made any loan or advance to, or any investment in, any person in excess of $100,000 in the aggregate, except in each case in the ordinary course of business consistent with past practices, (viii) entered into, amended or terminated any agreement which is required to be filed with the SEC pursuant to Section 10 of Item 601 of Regulation S-K promulgated under the 1933 Act, (ix) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any properties or assets in excess of $100,000 except

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inventory sold in the ordinary course of business, (x) settled any claim or litigation, or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator, (xi) incurred or approved, or entered into any agreement or commitment to make, any expenditure in excess of $100,000 in the aggregate (other than in the ordinary course of business consistent with past practices), (xii) suffered any loss of property or waived any right, in each case of a value in excess of $100,000, whether or not in the ordinary course of business, (xiii) abandoned, withdrawn, allowed to become abandoned, withdrawn or expired, or otherwise relinquished any material right or filing relating to any Intellectual Property (as defined in Section 2.17) or a value in excess of $100,000, (xiv) had any litigation or claim in respect of Taxes or environmental liability, in each case of a value in excess of $100,000, instituted or threatened against it or (xv) made any agreement or commitment to do any act described in (i)-(xiv) above.

     3.9 Private Placement. The conveyance of the TWW Stock in the manner contemplated by this Agreement will be exempt from the registration requirements of the 1933 Act by reason of Section 4(2) thereof.

     3.10 Investment Company. The Purchaser is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

     3.11 Registration Rights. Except for the registration rights granted pursuant to the Registration Rights Agreement, there are no contracts, agreements or understandings between the Purchaser and any person granting such person the right to require the Purchaser to file a registration statement under the 1933 Act with respect to any securities of the Purchaser.

     3.12 Solvency. Immediately following the Closing, after giving effect to the transactions contemplated hereby, Purchaser will not (a) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature); (b) have unreasonably small capital with which to engage in its business; or (c) have incurred debts beyond its ability to pay them as they become due.

     3.13 Disclosure. To the knowledge of the Purchaser, the representations and warranties of the Purchaser contained in this Agreement and in any schedule, certificate, or agreement furnished by the Purchaser pursuant to this Agreement do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE IV

AFFIRMATIVE AND RESTRICTIVE COVENANTS

     4.1 Pre-Closing Covenants.

     (1) General. Subject to the terms and conditions of this Agreement, the Sellers will use commercially reasonable efforts to take all action and to do all

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things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) obtaining all permits, authorizations, consents and approvals of any person which are required for or in connection with the consummation of the transactions contemplated hereby, and (ii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by the Sellers and the Company on or prior to the Closing.

     (2) Accounts and Reports. The Company will maintain a system of accounts in accordance with GAAP and will keep full and complete financial records consistent with past practice.

     (3) Compliance with Laws, Etc. The Company will comply with all applicable laws, rules, regulations and orders of any Governmental Authority.

     (4) Payment of Taxes. The Company will pay and discharge when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which interest or penalties attach thereto, and all lawful claims which, if not paid when due, might become a Lien or charge upon any properties of the Company, provided that the Company shall not be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if the Company shall have set aside on its books adequate reserves with respect thereto.

     (5) Operation of the Business. Between the date of this Agreement and the Closing, unless Sellers and the Company receive the prior written consent of Purchaser to do otherwise, the Company shall, and the Sellers shall cause the Company and the Company’s subsidiaries to:

(a) operate the Company’s business only in the ordinary course of business consistent with past practice;

(b) use their commercially reasonable efforts to preserve intact the Company’s current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it;

(c) confer with Purchaser prior to implementing operational decisions outside the normal course of business of a material nature;

(d) otherwise make available to Purchaser the status of the Company’s business and its operations and finances;

(e) make no material changes in management personnel;

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(f) maintain the assets of the Company in a state of repair and condition that complies with all applicable legal requirements and is consistent with the requirements and normal operation of the Company’s business;

(g) keep in full force and effect, without amendment, all material rights relating to the Company’s business;

(h) comply with all applicable legal requirements and contractual obligations applicable to the operation of the Company’s business;

(i) continue in full force and effect the insurance coverage under the policies set forth on Schedule 2.20 or substantially equivalent policies;

(j) cooperate with Purchaser and assist Purchaser in identifying, retaining or obtaining the Governmental Authorizations required for Purchaser to operate the Company’s business from and after the Closing Date;

(k) refrain from adopting or proposing any change in the charters, by-laws or other organizational of the Company or the Company’s subsidiaries, except as contemplated by this Agreement;

(l) refrain from adopting a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of the Company’s subsidiaries (other than transactions between direct and/or indirect wholly owned subsidiaries of the Company);

(m) refrain from effecting any issuance, sale, transfer, pledge, disposition of or encumbrance of any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any             shares of capital stock of any class or series of the Company or any of its subsidiaries;

(n) refrain from effecting any (i) split, combination, subdivision or reclassification of the outstanding shares of capital stock of the Company or the Company’s subsidiaries, or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to the capital stock of the Company or the Company’s subsidiaries, except as contemplated by this Agreement;

(o) refrain from amending the terms (including the terms relating to accelerating the vesting or lapse of repurchase rights or obligations) of any employee or manager/director membership interest options or other membership interest based awards;

(p) refrain from (i) granting any severance or termination pay to (or amend any such existing arrangement with) any director, manager, officer or employee of the Company or any of its subsidiaries, (ii) enter into any employment, deferred

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compensation or other similar agreement (or any amendment to any such existing agreement) with any director, manager, officer or employee of the Company or any of its subsidiaries, (iii) materially increase any benefits payable under any existing severance or termination pay policies or employment agreements, (iv) materially increase any compensation, bonus or other benefits payable to directors, managers, officers or employees of the Company or any of its subsidiaries or (v) permit any director, manager, officer or employee who is not already a party to an agreement or a participant in a plan providing benefits upon or following a “change of control” to become a party to any such agreement or a participant in any such plan, other than pursuant to a pre-existing contractual commitment, as required by applicable law, or in the ordinary course of business consistent with past practice;

(q) refrain from acquiring a material amount of assets or property of any other person except in the ordinary course of business consistent with past practice or incur any additional indebtedness;

(r) refrain from selling, leasing, licensing or otherwise disposing of any material amount of assets or property of the Company or the Company’s subsidiaries except pursuant to existing contracts or commitments and except in the ordinary course of business consistent with past practice;

(s) refrain from entering into any material joint venture, partnership or other similar arrangement;

(t) refrain from making any election with respect to Taxes or settle any material claim with respect to Taxes which, in each case, could reasonably be expected to have a Company Material Adverse Effect on the Company and its subsidiaries;

(u) maintain all books and records of the Company relating to the Company’s business in the ordinary course of business consistent with past practice;

(v) except for any such change which is not material or which is required by reason of a concurrent change in GAAP, refrain from changing any method of accounting or accounting practice used by it;

(w) upon request from time to time, execute and deliver all documents, make all truthful oaths, testify in any proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Purchaser to consummate the transactions contemplated hereby, all without further consideration; and

(x) refrain from agreeing or committing to do any of the foregoing.

     (6) Negative Covenant. Except as otherwise expressly permitted herein, between the date of this Agreement and the Closing Date, Sellers and the Company shall not, without the prior written Consent of Purchaser, (a) take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Sections 2. would be likely to

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occur; (b) make any modification to any Material Contract or Governmental Authorization; or (c) enter into any compromise or settlement of any litigation, proceeding or governmental investigation relating to the Membership Interests or the assets or business of the Company.

     (7) Notification. Between the date of this Agreement and the Closing, Sellers and the Company shall promptly notify Purchaser in writing if it becomes aware of (a) any fact or condition that causes or constitutes a breach of any of Sellers’ representations and warranties made as of the date of this Agreement or (b) the occurrence after the date of this Agreement of any fact or condition that would or be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or Sellers’ discovery of, such fact or condition. During the same period, Sellers and the Company also shall promptly notify Purchaser of the occurrence of any breach of any covenant of Sellers or the Company in this Agreement or of the occurrence of any event that may make the satisfaction of the conditions in Article VI impossible or unlikely. The Sellers and the Company shall promptly notify the Purchaser if any of them (i) engages in any transaction which would reasonably be expected to have a Company Material Adverse Effect, (ii) incurs any debt on behalf of the Company for borrowed money (other than trade debt in the ordinary course) or (iii) enters into any agreements or transactions on behalf of the Company not in the ordinary course of business.

     (8) General Restrictions. Except as otherwise expressly permitted in or contemplated by this Agreement, without the prior written consent of the Purchaser, the Company will not, and the Sellers will not permit the Company to take any of the actions set forth in Section 2.7.

     (9) Supplementary Financial Information. Within fifteen (15) days after the end of each calendar month between the date of this Agreement and the Closing Date, the Company shall provide to Purchaser unaudited financial statements (including at the minimum income statement and balance sheet) for such month then ended that shall present fairly the results of the operations of the Company at such date and for the period covered thereby, all in accordance with GAAP applied on a basis consistent with prior periods, in each case, certified as true and correct by the chief financial officer of the Company.

     (10) Exclusivity. Each of the Sellers and the Company will not, and will cause its respective directors, officers, employees, financial advisors, legal counsel, accountants and other agents and representatives not to initiate, solicit or encourage, directly or indirectly, or take any other action to facilitate any inquiries or the making of any proposal with respect to, engage or participate in negotiations concerning, provide any nonpublic information or data to or have any discussions with any person other than the Purchaser relating to, any acquisition, exchange offer, merger, consolidation, acquisition of beneficial ownership of or the right to vote securities of the Company, dissolution, business combination, pur

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chase of all or any significant portion of the assets or any division of, or any equity interest in, the Company, or any similar transaction, other than the transactions contemplated under this Agreement (such proposals, disclosures, negotiations, or transactions being referred to as “Acquisition Proposals”). The Sellers and the Company will notify the Purchaser within 24 hours orally and within 48 hours in writing if any such Acquisition Proposal (including terms thereof and identity of persons making such proposal) is received and furnish to the Purchaser a copy of any such written proposal.

     (11) DigitalOps, LLC. Sellers shall dissolve DigialOps, LLC, the Company’s wholly-owned subsidiary, upon request by Purchaser. Prior to such time, Sellers shall not and shall not permit the Company or any of its subsidiaries to conduct any operations, acquire any assets, incur any liabilities or enter into any contract using DigitalOps, LLC.

     (12) Duration of Covenants. The provisions of this Section 4.1 shall remain in effect until the earlier of (x) the date this Agreement is terminated pursuant to Article VIII and (y) the Closing Date.

     4.2 Post-Closing Covenants.

     (1) Securities Law Compliance. During the period that the Sellers hold any shares of TWW Stock and such shares are eligible to be sold under Rule 144 under the 1933 Act, the Purchaser will use commercially reasonable efforts to timely file such periodic reports as are required by Section 13 of the 1934 Act to be filed by it, so that the Sellers will have access to sufficient public information concerning the Purchaser to enable the Sellers to sell the shares of TWW Stock in compliance with Rule 144; provided, however, the Purchaser shall have no further obligation under this Section 4.2 at such time as the Purchaser Shares may be sold by the Sellers pursuant to Rule 144(k) under the 1933 Act.

     (2) Listing. Purchaser shall use its reasonable best efforts to arrange for the TWW Stock to be approved for listing on the NASDAQ Global Market as soon as practicable following Closing.

     (3) Non-Disparagement. During the Term, Sellers will not disparage the Company or Purchaser or any affiliate of the Company or Purchaser, and neither the Company nor Purchaser will disparage Sellers.

     (4) Confidential Information. Sellers acknowledge the confidential and proprietary nature of the information relating to the Company or the assets or business of the Company and any information provided to the Company or Sellers by the Company or obtained or learned by Sellers during the Term of this Agreement, including without limitation any trade secrets, customer lists, methods of doing business, manufacturing and distribution arrangements, sales and marketing information and strategy, MIS systems, software, formulae, product information,

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financial information, personnel, competitive factors and advantages, books, records and other information, and agrees that during the term of this Agreement and after the Closing, such information (i) shall be kept confidential by Sellers and (ii) shall not be used or disclosed by Sellers to any person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of the Company. The restriction shall not apply to any information that is (i) publicly available other than because of disclosure by Sellers or any of Sellers’ Affiliates, (ii) received from a third party authorized by Purchaser to make public disclosure, or (iii) disclosed only to the extent required by applicable law, provided that if required by law, Sellers will use reasonable best efforts to provide the Company with sufficient advance written notice and information to object to or challenge any such disclosure.

     (5) Non-Solicitation. During the period ending three (3) years from the Closing Date (the “Term”), neither Sellers nor any affiliate of Sellers shall cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of the Company (a “Business Relation”) to cease doing business with the Company or Purchaser, to deal with any competitor of the Company or in any way interfere with such Business Relation’s relationship with the Company or Purchaser.

     (6) Affiliates. Sellers shall at all times cause Sellers’ Affiliates to comply with paragraphs (3) and (4) of this Section 4.2. For purposes hereof, an “Affiliate” of a person shall mean persons who, directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with, including, without limitation, directors, officers, employees, agents or subsidiaries of such person.

     (7) Enforcement.

     (a) If the scope of any restriction or part thereof contained in this Agreement is too broad to permit enforcement of such restriction or part thereof to its full extent, then such restriction or part thereof shall be enforced to the maximum reasonable extent, and in that event Sellers hereby consent that such scope may be modified accordingly in any proceeding involving the enforcement of such restriction or part thereof. If, after giving effect to all such permitted modifications of any such restriction or part thereof, such restriction or part thereof remains unenforceable, then the remainder of this Agreement shall be enforced without such restriction or part thereof, and in that event, each of the parties hereto hereby consents that this Agreement may be modified accordingly in any proceeding involving the enforcement of this Agreement.

     (b) Sellers hereby acknowledge and confirm that (a) the business of the Company extends throughout the world, and that, upon and after the Closing, any activity prohibited by Section 4.3, at any place in the Area, would cause irreparable injury to the Company, (b) the restrictive

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covenants contained in Section 4.3 are reasonably necessary to protect the legitimate business interests of the Company, and (c) the restrictions contained in Section 4.3 (including without limitation the length of the Term of such provisions) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. Sellers further acknowledge and confirm that Sellers’ full, uninhibited and faithful observance of each of the covenants contained in this Section 4.3 will not cause them any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair their ability to obtain employment commensurate with their abilities and on terms fully acceptable to them or otherwise to obtain income required for the comfortable support of them and their families and the satisfaction of the needs of their creditors.

     (c) Sellers hereby acknowledge and confirm that the remedy at law for any breach of Sellers’ obligations under Section 4.3 would be inadequate, and that damages would be difficult or impossible to ascertain, and consents that temporary and permanent prohibitive or injunctive relief may be granted in any proceeding involving the enforcement of any provision of such Sections.

ARTICLE V

CONDITIONS TO SELLERS’ OBLIGATION TO CLOSE

     The obligation of the Sellers to sell the Membership Interests to Purchaser under this Agreement is subject to the satisfaction on or before the Closing Date of the following conditions, any of which may be waived in whole or in part only by the Sellers:

     5.1 Due Performance. Purchaser shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by Purchaser as of the Closing Date.

     5.2 Accuracy of Representations and Warranties. All representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date.

     5.3 Closing Deliveries. Purchaser shall have delivered or caused to be delivered to the Sellers all of the following:

     (a) the Closing Seller Wires;

     (b) the Stock Deliveries;

     (c) a customary legal opinion of Purchaser’s counsel, in form and substance and reasonably acceptable to the Sellers and their counsel;

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     (d) a registration rights agreement, substantially in the form of Exhibit A (the “Registration Rights Agreement”);

     (e) a certificate, dated as of the Closing Date, signed by an officer of Purchaser, as to the satisfaction of the conditions in Sections 5.1 and 5.2;

     (f) a copy of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement; and

     (g) such other certificates and other instruments and documents required to be delivered by Sellers in connection with the transactions contemplated hereby.

     5.4 HSR Act. Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Closing shall have expired or been terminated.

     5.5 Governmental Authorities; No Litigation. No Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement or the Closing illegal or otherwise restraining or prohibiting consummation of such transactions, and no legal proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect.

     5.6 Consents. The Purchaser shall have received the authorizations, orders, approvals and consents of Governmental Authorities required to be obtained by it prior to Closing.

ARTICLE VI

CONDITIONS TO PURCHASER’S OBLIGATION TO CLOSE

     The obligation of Purchaser to purchase the Membership Interests from Sellers under this Agreement is subject to the satisfaction on or before the Closing Date of the following conditions, any of which may be waived in whole or in part only by Purchaser:

     6.1 Due Performance. Each Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by any of them as of the Closing Date. In no event shall Purchaser have an obligation to purchase less than 100% of the Membership Interests.

     6.2 Accuracy of Representations and Warranties. All representations and warranties of each Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date.

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     6.3 Closing Deliveries. Each Seller shall have delivered or caused to have been delivered to the Purchaser all of the following:

     (1) a cross receipt or other transfer instrument to the satisfaction of Purchaser evidencing the transfer of the Membership Interests;

     (2) a receipt for the Purchase Consideration;

     (3) a certificate, dated as of the Closing Date, signed by an officer of Seller Representative, as to the satisfaction of the conditions in Sections 6.1 and 6.2;

     (4) a copy of the resolutions of the board of managers of the Company authorizing the execution, delivery and performance of this Agreement;

     (5) a customary legal opinion of Company’s counsel, in form and substance and reasonably acceptable to Purchaser and its counsel; and

     (6) such other certificates and other instruments and documents required to delivered by Sellers in connection with the transactions contemplated hereby.

     6.4 HSR Act. Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Closing shall have expired or been terminated.

     6.5 Governmental Authorities; No Litigation. No Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement or the Closing illegal or otherwise restraining or prohibiting consummation of such transactions, and no legal proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect.

     6.6 Satisfaction of Indebtedness. Purchaser shall have received evidence reasonably satisfactory to it that Sellers’ obligations under Section 1.7 hereof has been satisfied.

     6.7 No Company Material Adverse Effect. Since the date of the Financial Statements, there shall have been no occurrence of any event that would have a Company Material Adverse Effect, and the Purchaser shall have received a certificate signed by an officer of Seller Representative to such effect (which certificate, for the avoidance of doubt, may be the same as that called for under Section 6.3(4)).

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ARTICLE VII

INDEMNIFICATION AND RELEASE

     7.1 Indemnification of Purchaser.

     (a) The Saratoga Sellers agree that, from and after the Closing, they shall jointly and severally indemnify and hold harmless Purchaser, its officers, directors, employees, shareholders, agents, successors and assigns (any party entitled to be indemnified under this Article VII shall be referred to as an “Indemnified Party,” and any party obligated to provide indemnification under this Article VII shall be referred to as an “Indemnifying Party”) against any damages, claims, deficiencies, awards, settlements, losses, liabilities, actions or causes of action, assessments, judgments, fines, penalties, suits, proceedings and costs and expenses (including, without limitation, reasonable accounting and attorneys’ fees and expenses) (each, a “Loss,” and collectively, “Losses”) arising out of or resulting from (i) any breach of any representation or warranty of the Saratoga Sellers or the Company contained in Article II or Section 7.6 hereof or (ii) any breach of any covenant or other agreement of the Company or the Saratoga Sellers contained in this Agreement; provided, however, that the foregoing obligations of the Saratoga Sellers are subject to the applicable limitations set forth in Section 7.4 hereof.

     (b) The Management Sellers agree that, from and after the Closing, they shall severally and not jointly indemnify and hold harmless Purchaser, its officers, directors, employees, shareholders, agents, successors and assigns against any Losses arising out of (i) any breach of any representation or warranty of such Management Seller contained in Article IIA hereof or (ii) any breach of any covenant or other agreement of the such Management Seller contained in this Agreement; provided, however, that the foregoing obligations of such Management Sellers are subject to the applicable limitations set forth in Section 7.4 hereof.

     (c) The Escrow Amount shall be available to indemnify Purchasers with respect to any Loss arising out of or resulting from any breach of any representation or warranty of the Saratoga Sellers or the Company contained in Sections 2.14 or 2.15 hereof. To the extent Purchaser desires to submit a claim for indemnification pursuant to this Section 7.1(c), Purchaser shall give written notice of such claim to the Sellers’ Representative (a “Notice of Claim”). The Sellers’ Representative, on behalf of the Sellers, shall be given a 30-day period in which to investigate the claim and during such period shall have reasonable access to any documentation related to the matter which is the subject of such Notice of Claim provided that any such documentation shall be subject to the confidentiality provisions of Section 5.13 hereof. Any Notice of Claim shall specify in reasonable detail the nature of any claim so asserted and the basis thereof. The amount claimed by Purchaser pursuant to the Notice of Claim shall become final and binding upon Sellers on the earlier of (i) 30 days after delivery by Purchaser to Sellers’ Representative of such Notice of Claim to the extent Sellers fail to dispute the matters set forth therein; (ii) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in such Notice of Claim, or (iii) the date any matters properly in dispute are finally resolved pursuant to Section 9.8 hereof. To the extent the

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Sellers’ Representative disputes in writing during the thirty (30) days immediately following the delivery of a Notice of Claim any matter set forth therein, the Sellers’ Representative, on behalf of the Sellers, and Purchaser shall seek in good faith to resolve in writing any such differences. At the end of such 30-day period, the parties shall obtain a final resolution to such disputes using the dispute resolution mechanisms set forth in Section 9.8 hereof. Interest earned on the Escrow Amount, if any, shall be paid to the parties pro rata based on the amount of principal such party shall receive from the Escrow Amount. The parties agree to execute any joint written instruction letter or other authorization necessary to direct the escrow agent to release funds from the Escrow Amount in accordance with the terms of this Section 4.2(4) and the Escrow Agreement.

     7.2 Indemnification of Sellers. Purchaser agrees that, from and after the Closing, it shall indemnify and hold harmless Sellers, the Company, their officers, directors, employees, shareholders, agents, successors and assigns, against any Losses arising out of (a) any breach of any representation or warranty of Purchaser contained in Article III hereof or (b) any breach of any covenant or other agreement of Purchaser contained in this Agreement; provided, however, that the foregoing obligation of Purchaser is subject to the applicable limitations set forth in Section 7.4.

     7.3 Procedures for Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Agreement with respect to claims of third parties (individually, a “Third Party Claim” and collectively, the “Third Party Claims”) shall be subject to the following terms and conditions:

     (a) the Indemnified Party shall give the Indemnifying Party prompt notice of any Third Party Claim, and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it reasonably satisfactory to the Indemnified Party; provided, however, that at the time of the assumption of defense the Indemnifying Party shall acknowledge in writing its obligation to indemnify as provided herein, the majority amount of Loss in question must be covered after taking account of the limitations set forth in Section 7.4 and the Indemnifying Party must reimburse the Indemnified Party for its reasonable out-of-pocket expenses incurred prior to the assumption of defense by the Indemnifying Party. Any such notice of a Third Party Claim shall identify with reasonable specificity (to the extent known at the time) the basis for the Third Party Claim, the facts giving rise to the Third Party Claim and the amount of the Third Party Claim (or, if such amount is not yet known, a reasonable estimate, if possible, of the amount of the Third Party Claim). Failure of the Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the Indemnifying Party is materially prejudiced by the delay in giving notice;

     (b) if the Indemnifying Party exercises its right to undertake the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under its control relating thereto as is reasonably required by the Indemnifying Party;

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     (c) if (i) the Indemnifying Party, within 30 days after notice of any such Third Party Claim, fails to assume the defense in accordance with Section 7.3(a) of this Agreement, (ii) the Indemnifying Party does not conduct such defense actively and diligently in the reasonable discretion of the Indemnified Party or (iii) there is a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such claim as determined by the ABA Model Rules of Professional Conduct, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim using representatives chosen by it and reasonably acceptable to the Indemnifying Party, and the Indemnifying Party shall reimburse the Indemnified Party for all of its costs and expenses in conducting such defense and cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as is reasonably required by the Indemnified Party; and

     (d) notwithstanding anything in this Section 7.3 to the contrary, the party controlling the defense shall not, without the written consent of the other party subject to liability, settle or compromise any Third Party Claim or consent to the entry of judgment which (x) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim, (y) includes any equitable relief against the Indemnified Party or (z) includes any admission of guilt or liability by the Indemnified Party.

     7.4 Indemnification Deductibles and Caps.

     (a) Deductibles. No indemnification under Section 7.1 shall be required unless the aggregate amount of Losses exceeds one hundred thousand Dollars ($100,000) (the “Aggregate Threshold Amount”), at which time the Indemnifying Party shall be responsible for any Losses incurred in excess of such Aggregate Threshold Amount.

     (b) Overall Limitation. In no event whatsoever shall Purchaser’s recourse with respect to Losses under Section 7.1 exceed in the aggregate an amount equal to ten million Dollars ($10,000,000) subject to the limitations set forth in Section 7.4(a) and Section 7.4(d) herein; provided, that the foregoing limitations set forth in Sections 7.4 (a) and (b) shall not apply to breaches of the representations in Sections 2.1, 2.13, 2.15, 2.21, 3.4 and 3.7. For the avoidance of doubt, the Escrow Amount shall only relate to Sellers’ indemnification obligations set forth in Section 7.1(c) hereof and Purchaser shall not have recourse against the Escrow Amount in connection with any other Losses.

     (c) Time Limits On Indemnification. No claim on account of breach of representation, warranty or covenant shall be made after the expiration of the survival periods referred to in Section 8.1 of this Agreement. Claims made prior to the expiration of the survival periods shall continue until satisfied or otherwise resolved.

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     (d) Net Recovery. The amount which an Indemnified Party shall be entitled to receive from an Indemnifying Party under this Article VII with respect to a Loss shall be net of any recovery actually received by such Indemnified Party from third parties with respect to such Losses (including insurance proceeds, counterclaims, subrogation actions and the like).

     (e) Tax Benefits. In case any event shall occur that would otherwise entitle any party to assert a claim for indemnification hereunder, no Loss shall be deemed to have been sustained by such party to the extent of any net Tax benefit realized by such party with respect thereto. The parties agree to treat all indemnification payments as adjustments to the Purchase Consideration and not as income and to report any such payments as adjustments to the Purchase Consideration for tax purposes; however if any such payments are ultimately determined to be income, then such payments with respect to such Loss shall take into account any adverse tax consequence.

     7.5 Exclusive Remedy. The remedies in this Article VII shall be the exclusive remedies of the parties with respect to the matters covered by Sections 7.1 and 7.2, absent fraud. Notwithstanding anything contained herein to the contrary, an Indemnified Party shall not be entitled to indemnification for those portions of any Losses constituting incidental, indirect, consequential or special damages, including, without limitation, damages arising from loss of use, loss of profit or income, or punitive damages nor shall a party be entitled to indemnification with respect to any Loss if such party was advised, in a writing explicitly stating that such disclosure is made pursuant to this Section 7.5, of the inaccuracy, non-performance or breach giving rise to such Loss at the time of Closing.

     7.6 Financial Capacity. The Saratoga Sellers hereby represent and warrant that they have sufficient financial capacity, including net book value and working capital to satisfy all of the indemnification obligations set forth in Article VII hereof. Specifically, the Saratoga Sellers hereby represent and warrant that they have net book value in excess of $50,000,000 in the aggregate.

     7.7 Mitigation. To the extent any action would not result in an adverse effect on a party hereto or the operations of the Company, the parties shall use commercially reasonable efforts to mitigate or resolve any Loss.

ARTICLE VIII

TERMINATION

     8.1 Termination. This Agreement may be terminated at any time prior to the Closing:

     (a) by mutual written consent of Purchaser and Sellers;

     (b) by either Purchaser or Sellers, if the purchase of interests contemplated by and pursuant to this Agreement shall not have been consummated by the date that is forty-five (45) days from the date hereof (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the

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     cause of or resulted in the failure of the Interest Purchase to occur on or before the Termination Date;

     (c) by either Purchaser or Sellers, if any Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or action the parties hereto shall use their reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the Interest Purchase, and such order, decree, ruling or action shall have become final and non-appealable;

     (d) by Purchaser, if there has been any material inaccuracy in or breach of any of Sellers’ representations or warranties set forth in Articles II or IIA hereof, or Sellers shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement in any material respect, in each case such that the conditions set forth in Article V hereof are not capable of being satisfied on or before the Termination Date; provided, however, that before Purchaser may terminate this Agreement under this Section 8.1(4), it shall deliver written notice to Sellers specifying such breach in reasonable detail (to the extent known) and, if such breach is capable of cure within a 20-day period, shall give Sellers a period of 20 days following receipt of such notice in which to cure such breach, regardless of whether such 20-day period extends beyond the Termination Date; or

     (e) by Sellers, if there has been any material inaccuracy in or breach of any of Purchaser’s representations or warranties set forth in Article III hereof, or Purchaser shall have breached or failed to perform any of its covenants or other agreements contained in this Agreement in any material respect, in each case such that the conditions set forth in Article V and VI hereof are not capable of being satisfied on or before the Termination Date; provided, however, that before Sellers may terminate this Agreement under this Section 8.1(5), they shall deliver written notice to Purchaser specifying such breach in reasonable detail (to the extent known) and, if such breach is capable of cure within a 20-day period, shall give Purchaser a period of 20 days following receipt of such notice in which to cure such breach, regardless of whether such 20-day period extends beyond the Termination Date.

     8.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation hereunder on the part of any party hereto except (a) as set forth in this Section 8.2 and Article IX hereof, (b) except as provided in the following clause (c), nothing herein shall relieve any party from liability for any breach of this Agreement, (c) in the event of termination of this Agreement by Sellers pursuant to Sections 8.1 (b), (c) or (e) hereunder (a “Liquidation Termination”) and (d) in the event of any termination of this Agreement by Sellers or Purchasers other than a Liquidation Termination, Purchaser, Sellers shall be obligated to return the Deposit to Purchaser within five (5) business days of such termination, Sellers shall be entitled to retain the Deposit as liquidated damages against Purchaser hereunder. Purchaser acknowledges that (i) the foregoing clause (c) is an essential element of the bargain Sellers are relying on under this Agreement and Sellers have affirmatively made such clause a condition to their entering into this Agreement, (ii) the damages to the Sellers in connection with a Liquidation Termination are uncertain and estimating such damages would be impractical and

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extremely difficult at this time, (iii) the amount of liquidated damages stipulated in this Section 8.2 have been fully-negotiated and are proportionate to, and a fair and reasonable estimate of, the actual damages that would be occasioned to the Sellers in connection therewith and would not pose an economic hardship to Purchaser and (iv) such liquidated damages do not in any way constitute a penalty for such breach or termination.

ARTICLE IX

MISCELLANEOUS

     9.1 Survival of Representations, Warranties and Covenants. The representations and warranties made by the Saratoga Sellers and the Company in Article II hereof, the Management Sellers in Article IIA hereof and the Purchaser in Article III hereof, and the covenants and other agreements contained herein to be fully performed or complied with at or prior to the Closing Date, shall survive the Closing Date until that date which is eighteen (18) months after the Closing Date, whereupon they shall expire notwithstanding any investigation at any time made by or on behalf of the other party; provided, however, that the representations and warranties contained in Sections 2.1 (Membership Interests), Section 2.3 (Authority Relative to this Agreement and Related Matters), Section 2.8 (Employee Benefit Plans), Section 2.13 (Compliance with Environmental Laws), Section 2.11 (Properties), Section 2.14 (Labor and Employment Matters), Section 2.15 (Tax Returns, Audits and Liabilities), Section 2.1A (Membership Interests), Section 2.3A (Authority Relative to this Agreement and Related Matters), Section 3.2 (Authorization), 3.5 (SEC Reports), Section 3.7 (Validity of TWW Stock), Section 3.9 (Tax Returns, Audits and Liabilities), Section 3.18 (Compliance with Environmental Laws), Section 3.19 (Employee Benefit Plans), and Section 3.20 (Labor and Employment Matters) shall survive until the date which is 48 months after the Closing Date. All representations and warranties related to any claim asserted in writing prior to the expiration of the applicable survival period shall survive (but only with respect to such claim) until such claim shall be resolved and payment in respect thereof, if any is owing, shall be made..

     9.2 Amendment and Modification. This Agreement may be amended, modified, or supplemented only by mutual written consent of the parties hereto.

     9.3 Further Assurances. Prior to and after Closing, the parties shall cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions contemplated hereby.

     9.4 Waiver of Compliance. To be effective, any waiver by a party of its right to require performance of any provision hereof must be in writing, specifically refer to the right being waived, and signed by the party. No waiver in any one or more instances shall (except as stated therein) be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any condition or breach of any other term, covenant, representation, or warranty.

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     9.5 Expenses. All costs and expenses incurred in connection with the negotiation and consummation of this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such costs or expenses.

     9.6 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. All terms and words used in this Agreement, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

     9.7 Notices. All notices, requests, demands, or other communications required or permitted by this Agreement shall be in writing and effective when received, and delivery shall be made personally or by registered or certified mail, return receipt requested, postage prepaid, or overnight courier or confirmed facsimile transmission, addressed as follows:

                    (1) If to any Seller or the Seller Representative:

Saratoga Partners IV, L.P.
Saratoga Management Company LLC
Saratoga Coinvestment IV LLC
Saratoga Partners IV LLC
535 Madison Avenue
New York, NY 10022
Attention: Richard Petrocelli
Facsimile: (212) 750-3343

Copy to:

Cahill Gordon & Reindel llp
80 Pine Street
New York, NY 10005
Attention: Richard Farley, Esq.
Facsimile: (212) 269-5420

                    (2) If to Purchaser:

Terremark Worldwide, Inc.
2601 S. Bayshore Drive, 9th Floor
Miami, Florida 33133
Attention: Chief Legal Officer
Facsimile: (305) 856-8190

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Copy to:

Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Attention: Jaret L. Davis, Esq.
Facsimile: (305) 961-5676

Each party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, messenger service, telecopier, or ordinary mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth. Any party may give any notice, request, demand, claim or other communication hereunder by or though its counsel.

     9.8 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISION. THE PARTIES HERETO AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK WITH RESPECT TO ANY CLAIM OR MATTER ARISING UNDER THIS AGREEMENT, AND HEREBY CONSENT THAT SERVICE OF PROCESS WITH RESPECT TO ALL COURTS IN AND OF THE STATE OF NEW YORK MAY BE MADE BY REGISTERED MAIL TO SUCH PERSON AT THE ADDRESS OF SUCH PERSON SET FORTH HEREIN. EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. PURCHASER AND SELLERS FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

     9.9 Counterparts. This Agreement may be executed simultaneously 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. One or more counterparts of this Agreement or any exhibit hereto may be delivered via facsimile transmission, with the intention that they shall have the same effect as an original counterpart hereof.

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     9.10 Headings. The headings of the Sections and Articles of this Agreement are inserted for convenience only and shall not constitute a part hereof.

     9.11 Entire Agreement. This Agreement, including the agreements referred to herein, and other documents referred to herein which form a part hereof, contains the entire understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

     9.12 No Third Party Beneficiary. This Agreement is for the benefit of, and may be enforced only by, Purchaser and Seller and their respective permitted assigns, and is not for the benefit of, and may not be enforced by, any third party.

     9.13 Further Assurances. The parties shall after the Closing, and without further consideration, execute, acknowledge and deliver to the other parties hereto such documents, contracts and instruments, and take such other actions, as shall reasonably requested or as may be necessary to consummate more effectively the transactions herein contemplated in accordance with this Agreement.

     9.14 Confidentiality. Each party hereto (on its own behalf and on behalf of its lenders, principals, affiliates and constituent partners and members) covenants and agrees that the terms of this Agreement, as well as the identity of the parties to the transactions contemplated hereby, shall be kept in strictest confidence by such parties prior to the Closing, and thereafter, if the Closing fails to occur for any reason; provided, however that each party may disclose such information to a lender or prospective lender or to a prospective investor in or purchaser of any direct or indirect securities of such party or to any legal, tax, financial or other professional advisor of such party so long as such advisor, lender, prospective lender, prospective investor or purchaser of securities has a duty or agrees in turn to keep such information confidential. Notwithstanding the foregoing, nothing contained herein shall be construed so as to prohibit any party from making any disclosure required by law, including, without limitation, required by the rules and regulations of the 1933 Act or the 1934 Act or any such disclosure required by any Federal, state or local governmental agency or court of competent jurisdiction, or any disclosure which is reasonably necessary to protect any such party’s interest in any action, suit or proceeding brought by or against such party and relating to the transactions contemplated hereby or the subject matter of this Agreement.

     9.15 Assignment. No party may assign its rights under this Agreement without the prior written consent of the other parties, which may be denied in such party’s sole and absolute discretion; provided, however that the foregoing shall not prohibit Purchaser from assigning all of its rights under this Agreement to a direct or indirect wholly-owned subsidiary; provided, further that no such assignment shall relieve Purchaser of any of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

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     9.16 Expenses. Each of the parties to this Agreement shall bear its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement if the transactions contemplated hereby fail to be consummated.

     9.17 Trading in Purchaser’s Stock. The Company and the Sellers acknowledge that Purchaser is a publicly-traded company and that they are aware of the restrictions imposed by the United States securities laws regarding trading by persons possessing material non-public information. The Company and the Sellers each agree and acknowledge that will not trade in the publicly-traded capital stock of the Purchaser until appropriate announcements are made.

     9.18 Specific Performance. Each of the Sellers and the Company recognizes and agrees that the Purchaser shall not have an adequate remedy if either the Sellers or the Company fails to satisfy the provisions of this Agreement and that damages will not be readily ascertainable, and that the Sellers and the Company expressly agree that in the event of such failure the Purchaser shall be entitled to seek specific performance of the Sellers’ and the Company’s obligations hereunder and that neither the Sellers nor the Company will oppose an application seeking such specific performance.

     9.19 Seller Representative. The execution of this Agreement by each Seller shall constitute approval as of the date hereof of the appointment of Richard Petrocelli to act as the representative of the Sellers (the “Seller Representative”). The Seller Representatives shall have unlimited authority and power to act on behalf of each Seller with respect to this Agreement, and all matters relating hereto, including the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement. Such Sellers will be bound by all actions taken by the Seller Representative in connection with this Agreement and the Purchaser shall be entitled to rely on any action or decision of the Seller Representative. The Seller Representative will incur no liability with respect to any action taken or suffered by him, nor for any inaction, except his own willful misconduct or gross negligence. In all questions arising under this Agreement, the Seller Representative may rely on the advice of counsel, and the Seller Representative will not be liable to any Seller for anything done, omitted or suffered in good faith by the Seller Representative based on such advice. The Seller Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The foregoing constitutes an unconditional and irrevocable power of attorney, coupled with an interest, granted by each Seller to Seller Representative to execute and deliver all other instruments and take all other actions, on such Seller’s behalf (including in such Seller’s capacity as a creditor of the Company), necessary or convenient to effectuate the transactions contemplated by this Agreement.

     9.20 Knowledge. In this Agreement, each statement made to the Company’s knowledge shall be deemed to refer to matters within the actual knowledge of the Management Sellers.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, each party hereto has caused this Interest Purchase Agreement to be executed by its duly authorized representative, as of the day and year first written above.

SARATOGA SELLERS: SARATOGA PARTNERS IV LP
By:	SARATOGA ASSOCIATES IV, LLC,
	its General Partner
By:	SARATOGA MANAGEMENT COMPANY, LLC,
	its Investment Advisor
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer
SARATOGA MANAGEMENT COMPANY LLC
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer
SARATOGA COINVESTMENT IV LLC
By:	SARATOGA MANAGEMENT COMPANY, its Managing Member
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer
SARATOGA PARTNERS IV LLC
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer

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MANAGEMENT SELLERS:
/s/ John D. Beletic
John D. Beletic
/s/ Sunny Vanderbeck
Sunny Vanderbeck
/s/ Steve Armond
Steve Armond
/s/ Todd Steitle
Todd Steitle
/s/ Thomas Steven Blair
Thomas Steven Blair
/s/ Mark Warren
Mark Warren
J&A PARTNERSHIP LTD.
By:	/s/ John D. Beletic
	Name:	John D. Beletic
	Title:	General Partner

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COMPANY: DATA RETURN LLC
By:	/s/ Steven J. Armond
	Name:	Steven J. Armond
	Title:	Chief Financial Officer

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PURCHASER: TERREMARK WORLDWIDE, INC.
By:	/s/ Jose A. Segrera
	Name:	Jose A. Segrera
	Its: Chief Financial Officer

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Exhibit A

Form of Registration Rights Agreement

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EX-10.2

EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 11, 2007, among Terremark Worldwide, Inc., a Delaware corporation (the “Company”) and each of the Holders (as defined herein).

     WHEREAS, the Company and the Holders are entering into an Interest Purchase Agreement (the “Interest Purchase Agreement”), of even date herewith, pursuant to the terms of which, the Company will purchase from the Holders all of the issued and outstanding membership units of Data Return LLC (“Data Return”); and

     WHEREAS, the Holders will receive in the transaction contemplated by the Interest Purchase Agreement shares of the common stock, par value $0.001 of the Company (the “TWW Stock”); and

     WHEREAS, the resale of the Shares (as defined herein) may require registration under the Securities Act (as defined herein); and

     WHEREAS, the Company desires to provide certain registration rights to the Holders in order to induce the Holders to sell their membership units in Data Return to the Company pursuant to the terms of the Interest Purchase Agreement.

     NOW, THEREFORE, in consideration of the premises and covenants set forth in the Interest Purchase Agreement and this Agreement, the parties agree as follows:

     1. Definitions. Terms defined in the Interest Purchase Agreement are used as therein defined unless otherwise defined in this Agreement. In addition, the following terms shall have the meanings indicated:

     “Affiliate” has the meaning given to that term pursuant to Rule 12b-2 under the Exchange Act.

     “Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Holder” or “Holders” means (i) the persons set forth in Exhibit A attached hereto and (ii) any subsequent holder or holders of any of the Shares that remain as “restricted securities” within the meaning of Rule 144 of the Commission under the Securities Act.

     “Prospectus” means the prospectus relating to the Shares included in the applicable Registration Statement, and any such prospectus as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

     “Required Period” means the period lasting until the earlier of (i) date that all of the Shares have been sold or (ii) the date that all of the Shares may be freely traded without registration under Rule 144 promulgated under the Securities Act.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Selling Holder” means, with respect to a specified registration pursuant to this Agreement, Holders whose Shares are included in such Registration Statement.

     “Shares” mean (i) the shares of the TWW Stock acquired by the Holders pursuant to the Interest Purchase Agreement at the Closing, (ii) any additional shares of capital stock of the Company received as a result of a stock dividend, stock split or other distribution with respect to any Shares, or (iii) any other shares of capital stock of the Company or any successor thereof received with respect to any Shares as a result of any merger, reorganization or recapitalization.

     2. Registration. The Company shall file a registration statement (the “Registration Statement”) with the Commission within 75 days after the date hereof in order to register the resale of all of the Shares under the Securities Act (the “Registration Statement”). Once effective, subject to Section 3(c) and (d) hereof, the Company shall continuously maintain the effectiveness of the Registration Statement during the Required Period. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act within 180 days of the date hereof.

     3. Registration Procedures.

     (a) Registration Procedures. In connection with the Company’s registration obligations under Section 2, the Company shall use its commercially reasonable efforts to effect such registrations to permit the sale of Shares by Selling Holders in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as promptly as reasonably practicable:

     (i) prepare and file with the Commission a Registration Statement on an appropriate form under the Securities Act available for the sale of the Shares by the Selling Holders in accordance with the intended method or methods of distribution thereof; provided, however, that the Company shall (a) before filing, furnish to one firm of counsel for the Selling Holders (selected by the Selling Holders) within a reasonable period of time (but in any event at least three Business Days) prior to the filing thereof with the Commission to afford to such counsel and the Selling Holders a reasonable opportunity for review, copies of the Registration Statement or Prospectus proposed to be filed, and (b) reflect in each such document, when so filed with the Commission, such written comments as such counsel to the Selling Holders may reasonably propose;

     (ii) furnish, at its expense, to the Selling Holders such number of conformed copies of the Registration Statement and each amendment thereto, of the Prospectus and each supplement thereto, and of such other documents as the Selling Holders reasonably may request in writing from time to time;

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     (iii) prepare and file with the Commission any amendments and post-effective amendments to the Registration Statement as may be necessary and any supplements to the Prospectus as may be required or appropriate, in the view of the Company and its counsel, by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act to keep the Registration Statement effective during the Required Period;

     (iv) promptly following its actual knowledge thereof (but in any event within two Business Days), notify the Selling Holders in writing:

     (a) when a Registration Statement, Prospectus, Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) or any supplement or amendment has been filed and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective;

     (b) of any comments or inquiries by the Commission or any request by the Commission or any other governmental authority for amendments or supplements to a Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information (and to furnish the Selling Holders with copies of any correspondence related thereto);

     (c) of the issuance by the Commission or any other governmental authority of any stop order or order preventing or suspending the effectiveness of a Registration Statement or the use of any Prospectus or the initiation or threatening of any proceedings for that purpose;

     (d) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

     (e) of the occurrence of any event during the period a Registration Statement is effective which makes any statement made in the Registration Statement or the Prospectus or any Issuer Free Writing Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement, Prospectus or Issuer Free Writing Prospectus so that such Registration Statement, Prospectus or Issuer Free Writing Prospectus shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this Section 3(a)(iv)(e) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or an appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of a material fact or omitting to state a material

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fact necessary to make the statements therein or in light of the circumstances under which they were made, not misleading); and

     (f) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be required by applicable law (in which case the Company shall file the same as soon as practicable after such determination and use its commercially reasonable efforts to cause the same to become effective as soon as practicable following filing);

     (v) use its commercially reasonable efforts to prevent the issuance of or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction, at the earliest practicable date;

     (vi) prior to any public offering of Shares, use commercially reasonable efforts to register or qualify, or cooperate with the Selling Holders and counsel retained by the Selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Shares for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as such counsel for the Selling Holders covered by a shelf Registration Statement reasonably requests in writing and do such other acts and things as may be reasonably necessary to maintain each such registration or qualification (or exemption therefrom) effective during the Required Period for such Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction in which it is not then so qualified or take any action which would subject it to general service of process or taxation in any jurisdiction in which it is not then so subject;

     (vii) as promptly as reasonably practicable after the occurrence of any event contemplated by Section 3(a)(iv)(e) or 4(a)(iv)(f) hereof, use its commercially reasonable efforts to prepare (and furnish at its expense, subject to any notice by the Company in accordance with Section 3(a)(iv), to the Selling Holders a reasonable number of copies of) a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus (including by means of an Issuer Free Writing Prospectus), or file any other required document so that, as thereafter delivered to the purchasers of the Shares being sold thereunder, such Prospectus or Issuer Free Writing Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

     (viii) Upon reasonable notice and at reasonable times during normal business hours, make reasonably available for inspection by a representative of each Selling Holder, one firm of counsel for the Selling Holders participating in any disposition of Shares and any single accountant retained by the Selling Holders, all financial and other records, pertinent corporate documents and properties of the Company, and cause the appropriate officers, directors and employees of the Company to make reasonably available for such inspection all such relevant information reasonably requested in writing by them in connection with the Registration Statement as is customary for

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“due diligence” investigations; provided that such Persons shall first agree in writing with the Company that any information that is reasonably designated by the Company as confidential at the time of delivery shall be kept confidential by such Persons and shall be used solely for the purposes of exercising rights under this Agreement and such Person shall not engage in trading any securities of the Company until such material non-public information becomes publicly available, except nothing in such writing shall restrict (a) disclosure of such information if it is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (b) disclosure of such information if it is required by law (including any disclosure requirements pursuant to federal or state securities laws in connection with any disposition of Shares), (c) sharing information with other underwriters, agents or dealers participating in the disposition of any Shares, subject to the execution by such other underwriters, agents or dealers of reasonable non-disclosure agreements with the Company, (d) using any such documents or other information in investigating or defending itself against claims made or threatened by purchasers, regulatory authorities or others in connection with the disposition of any Shares, (e) disclosure of such information if it becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such Person or (f) disclosure of such information if it becomes available to any such Person from a source other than the Company and such source is not bound by a confidentiality agreement or confidentiality obligations or duties; and provided, further, that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Selling Holders and the other parties entitled thereto by the counsel to the Selling Holders;

     (ix) use its commercially reasonable efforts to (a) obtain all other approvals, consents, exemptions or authorizations from such governmental authorities as may be necessary to enable the selling Holders to consummate the disposition of such Shares and (b) comply with all applicable rules and regulations of the Commission relating to such registration and make generally available to its securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company shall be deemed to have complied with this Section if it has satisfied the provisions of Rule 158 under the Securities Act (or any similar rule promulgated under the Securities Act);

     (x) use its commercially reasonable efforts to (a) ensure a CUSIP number has been assigned to all Shares and provide or cause to be maintained a transfer agent and registrar for all such Shares not later than the effectiveness of such Registration Statement, and (b) cause all Shares covered by the applicable Registration Statement quoted on the NASDAQ Global Market or such other principal national securities exchange on which the TWW Stock is then listed, to continue to be so listed or quoted for a reasonable period of time after the offering;

     (xi) use its commercially reasonable efforts to (a) procure the cooperation of the Company’s transfer agent in settling any offering or sale of Shares and (b) cooperate with the selling Holders of Shares to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Shares to be sold, and cause such Shares to be issued in such denominations and registered in such

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names in accordance with the instructions of the selling Holders of Shares at least three business days prior to any sale of Shares;

     (xii) use its commercially reasonable efforts to provide such information as may be reasonably required for any filings required to be made by the Selling Holders with the National Association of Securities Dealers, Inc. (the “NASD”) in connection with the offering under any Registration Statement of the Shares (including, without limitation, such as may be required by NASD Rule 2710 or 2720), and, upon the written request of the Selling Holders, shall use its commercially reasonable efforts to cooperate in connection with any filings required to be made with the NASD in that regard on or prior to the filing of any Registration Statement; and

     (xiii) use its commercially reasonable efforts to assist Holders in the marketing of such Shares to the extent permitted by applicable law, including participating in management telephone calls and obtaining customary accountants’ letters to support underwritten block trades; provided, however, that the foregoing shall not obligate the Company to facilitate an underwritten offering of such Shares or conduct or attend any form of “road shows”, analyst or investor presentations and rating agency presentations or engage in any similar selling or informational activities; and

     (xiv) hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless (a) disclosure of such information is necessary to comply with federal or state securities laws, (b) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (c) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (d) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement; and, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

     (b) The Company may require each Holder of Shares as to which any registration is being effected to (i) furnish the Company such information regarding such Holder and the distribution of such securities as the Company may from time to time reasonably request in writing and (ii) otherwise agree to comply with the Securities Act and the Exchange Act in connection with the registration and distribution of the Shares.

     (c) Upon receipt of any notice from the Company of the happening of any event of the kind described in clause (iv)(e) of Section 3(a) hereof or to the extent the Board of Directors of the Company otherwise reasonably determines in good faith that the continued effectiveness of the filing of such Registration Statement at such time would be materially detrimental to the Company and it is therefore necessary to suspend the filing of such Registration Statement, the Company may suspend the effectiveness of such Registration Statement for a period of time not to exceed 90 days in any 12 month period (the “Noneffective Period”) without incurring any liquidated damages pursuant to Section 5 for such Noneffective Period and, such

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Holder will forthwith discontinue such Holder’s disposition of Shares pursuant to the registration statement relating to such Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (iv)(e) of Section 3(a) hereof, or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and, if so directed by the Company, such Holder will promptly deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus relating to such Shares current at the time of receipt of such notice.

     (d) If the Company suspends a registration statement or requires Holders to cease sales of Shares pursuant to this Section 3, the Company shall, as promptly as practicable following the termination of the circumstances that entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such registration statement and/or give written notice to all Holders of Shares authorizing them to resume sales pursuant to such registration statement.

     4. Registration Expenses. The costs and expenses (other than underwriting discount or commission, and other fees, expenses or costs payable to any underwriter, broker or dealer and such fees and expenses as state securities officials may require that the Holders pay) of all registrations and qualifications under the Securities Act, and all other actions that the Company is required to take or effect pursuant to this Agreement, shall be paid by the Company (including, without limitation, all registration and filing fees, printing, duplication, mailing and delivery expenses, costs of special audits incident to or required by any such registration, expenses relating to blue-sky compliance and listing of the Shares on any applicable exchange pursuant to the terms of this agreement and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel chosen by the Holders to represent all of the Holders.

     5. Penalties for Company’s Failure to Comply. In the event that the Company fails to (i) file the Registration Statement with the Commission within 75 days after the date hereof or (ii) cause the Commission to declare the Registration Statement effective within 180 days of the date of this Agreement or, subject to Sections 3(c) and (d), to maintain the effectiveness of the Registration Statement until the earlier of (x) the date that all of the Shares have been sold or (y) the date that all of the Shares may be freely traded without registration under Rule 144 promulgated under the Securities Act (provided in each that such failure is not caused by the Holders), then the Company shall pay to the Holders liquidated damages for each month that such default remains uncured of: (a) $50,000 for the first month that such default remains uncured; (b) $75,000 for the second month that such default remains uncured; and (c) $100,000 per month for each month that such default remains uncured thereafter, in each such case calculated on a pro rata basis to the date on which such default is cured. Any amounts to be paid as liquidated damages shall be paid in cash monthly in arrears on or before the 30th day following the end of the month or partial month to which they relate.

     6. Indemnification.

     (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder owning Shares registered pursuant to this Agreement, such Holder’s Affiliates, and their respective officers, directors, employees and agents, and each Person, if any,

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who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively referred to for purposes of Sections 6 through 8 of this Agreement as a “Holder”), from and against any and all losses, claims, damages and liabilities (including without limitation, subject to Section 7, the reasonable legal fees and other reasonable out-of-pocket expenses incurred in investigating, responding to or defending against any claim, challenge, litigation, investigation or proceeding, including without limitation, all costs of appearing as a witness in any claim, challenge, litigation, investigation or proceeding) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which any Shares were registered under the Securities Act, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary, in the case of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, amendment, supplement or Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such participating Holder or any other Person who participates as an underwriter in the offering or sale of such securities, in either case specifically stating that it is for use in the preparation thereof or that is corrected in any subsequent prospectus that was delivered to Holders at least two Business Days prior to the relevant sale date. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any participating Holder or any such underwriter or controlling Person and shall survive the transfer of such securities by the Holder.

     (b) Indemnification by Holders. Each Holder agrees, severally and not jointly, to indemnify and hold harmless, the Company, the directors, and officers of the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity contained in Section 6(a) from the Company to the Holders, as incurred, but only with respect to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus, or any amendment or supplement thereto.

     7. Conduct of Indemnification Proceedings. If any claim, challenge, litigation, investigation or proceeding (including any governmental or regulatory investigation) shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of Section 6(a) or Section 6(b), such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing; provided that (i) the omission to so notify the Indemnifying Party shall not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission to so notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of Sections 6 through 8 of this Agreement. In case any such claim, challenge, litigation, investigation or proceeding is brought against any Indemnified Person and it notifies the Indemnifying Person

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of the commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof and retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person shall have failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person as contemplated by the preceding sentence or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Holders and such control Persons of the Holders shall be designated in writing by such Holders and any such separate firm for the Company, the directors and officers of the Company and such control Persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any pending or threatened proceeding effected without its prior written consent (which consent shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify in accordance with, and subject to the limitations of, Section 6(a) and Section 6(b) above, as the case may be, any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything in this Section 7 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by Sections 6 through 8 of this Agreement, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written consent if (i) such settlement is entered into more than (x) 60 days after receipt by the Indemnifying Party of such request for reimbursement and (y) 30 days after receipt by the Indemnified Party of the material terms of such settlement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Persons (which consent shall not be unreasonably withheld), effect any settlement of any pending proceeding in respect of which any Indemnified Person is a party or of any threatened proceeding in respect of which any Indemnified Person could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

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     8. Contribution, etc.

     (a) If the indemnification provided for in Sections 6 through 8 of this Agreement is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand with respect to the sale by such Holder of Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of such Holder on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and such Holder on the other shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

     (b) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to Sections 6 through 8 of this Agreement were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to in this Section 8. The amount paid or payable by an Indemnified Person as a result of losses, claims, damages and liabilities referred to in this Section 8 shall be deemed to include, subject to the limitations set forth in Sections 6 and 7 above, any reasonable legal or other reasonable out-of-pocket expenses incurred by such Indemnified Person not otherwise reimbursed in connection with investigating or defending any such action or claim. Notwithstanding the provisions of Sections 6 through 8 of this Agreement, in no event shall any Holder be required to contribute any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Shares pursuant to any Registration Statement exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     (c) The remedies provided for in Sections 6 through 8 of this Agreement are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity.

     (d) The indemnity and contribution agreements contained in Sections 6 through 8 of this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder or by or on behalf of the Company, the officers or directors of each of the Company or any other Person controlling the Company and (iii) the sale by a Holder of Shares covered by any Registration Statement.

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     9. Priority. The indemnification provisions contained in this Agreement shall supersede the general indemnification provisions in the Interest Purchase Agreement.

     10. Rule 144. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of Shares to the public without registration, the Company agrees to (a) use its reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (b) upon written request of any Holder of Shares, furnish to such Holder promptly a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and such other reports and documents as any Holder reasonably may request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any Shares without registration; and (c) take such other actions as may be reasonably required to consummate any distribution of Shares that may be permitted in accordance with the terms and conditions of Rule 144.

     11. Private Placement. The Company agrees that nothing in this Agreement shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Shares pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act. To the extent requested by a Holder, the Company shall take all reasonable steps necessary to assist and cooperate with such Holder to facilitate such sale or transfer.

     12. Interpretation; Construal.

     (a) In this Agreement, unless otherwise indicated, (i) references to articles, sections (or subdivisions of sections), recitals, preambles, schedules or exhibits are to those of this Agreement, (ii) uses of the singular of a term defined collectively are references to such singular item and uses of the plural of a term defined singularly are references to the collection of such items, (iii) references to any governmental rules shall be construed to include any and all amendments, modifications, supplements thereto or restatements or replacements thereof enacted or implemented subsequent to the date hereof, (iv) references to a number of securities or Shares, such numbers shall be appropriately adjusted to reflect any recapitalization, (v) references to agreements and other contractual instruments shall be deemed to include all appendices, schedules, exhibits, annexes and attachments attached thereto and all subsequent amendments, restatements and other modifications to such agreements, (vi) references to any Person include such Person’s permitted successors and assigns, (vii) the words “herein,” “hereof,” and “hereunder” or other words of similar import refer to this Agreement as a whole, including the exhibits hereto, as the same may from time to time be amended, modified or supplemented, and not to any particular article, section, subsection or clause contained in this Agreement, (viii) the term “including” shall not be limiting or exclusive, unless specifically indicated to the contrary and (ix) references to “dollars” or “$” are to U.S. dollars.

     (b) The preamble and recitals of this Agreement are hereby incorporated by reference and shall be construed for all purposes as being part of this Agreement, and each applicable party represents to their accuracy.

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     (c) This Agreement has been negotiated and drafted jointly by the respective parties hereto and their attorneys, and the language hereof will not be construed for or against either party.

     13. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) three Business Days after being mailed by certified or registered mail, return receipt requested and postage prepaid, (iii) when received, if sent by overnight delivery service or international courier or (iv) when sent, if sent by email or fax. Either party may change its address, email address or fax number for the purposes hereof upon notice to the other party. Such notices or other communications shall be sent to each Party as follows:

     (a) If to the Company:

Terremark Worldwide, Inc.
2601 S. Bayshore Drive, 9th Floor
Miami, Florida 33133
Attention: Chief Legal Officer
Facsimile: (305) 856-8190

                    with a copy to:

Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Attention: Jaret L. Davis, Esq.
Facsimile: (305) 961-5676

               (b) If to the Holders:

Saratoga Partners IV, L.P.
Saratoga Management Company LLC
Saratoga Coinvestment IV LLC
Saratoga Partners IV LLC
535 Madison Avenue
New York, NY 10022
Attention: Richard Petrocelli
Facsimile: (212) 750-3343

                    with a copy to:

Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 10005
Attention: Richard Farley, Esq.
Fax: (212) 269-5420

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     14. Governing Law; Jurisdiction; Waiver of Jury Trial; Service of Process. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT-OF-LAW PROVISIONS. IN CONNECTION WITH THE ADJUDICATION OF ANY DISPUTES RELATING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK, (B) WAIVES, AND AGREES NOT TO ASSERT, (1) ANY CLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY SUCH COURT OR THAT SUCH PROCEEDING HAS BEEN COMMENCED IN AN IMPROPER OR INCONVENIENT FORUM AND (2) ANY RIGHT IT MAY HAVE TO TRIAL BY JURY AND (C) AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S ADDRESS AS PROVIDED HEREIN SHALL BE EFFECTIVE FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER FOR WHICH IT HAS SUBMITTED TO JURISDICTION HEREBY.

     15. Remedies. The parties acknowledge and agree that the remedy at law for any breach hereunder would be inadequate and that each of them shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such breach. The rights and remedies provided herein shall be cumulative and not exclusive of any other rights or remedies available to a party and the failure by a party to exercise a right hereunder shall not operate as a waiver of a breach nor shall it prevent such party from doing so later with respect to such breach or any subsequent breach. If a party obtains a judgment against another party by reason of such other party’s breach of this Agreement or the failure to comply with the terms hereof, reasonable attorneys’ fees and expenses shall be included in such judgment.

     16. Amendments, Waivers. This Agreement may be amended and the terms and conditions of this Agreement may be waived, only by a written instrument, (x) signed by the Company and the holders of a majority of the Shares; provided that without the consent of the applicable Holder, no provision of this Agreement relating to the rights of such Holder with respect to registration of its Shares hereunder shall be modified or amended or (y) in the case of a waiver, by the party waiving compliance.

     17. Registration Rights to Others. Except for the registration rights granted to Credit Suisse, the company has not granted registration rights to any other person. If the Company shall at any time hereafter provide to any holder of any securities of the Company rights with respect to the registration of such securities under the Securities Act, (i) such rights shall not be in conflict with or adversely affect any of the rights provided in this Agreement to the Holders and (ii) if such rights are provided on terms or conditions more favorable to such holder than the terms and conditions provided in this Agreement, the Company shall provide (by way of amendment to this Agreement or otherwise) such more favorable terms or conditions to the Holders.

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     18. Covenants Regarding Commission Filings. The Company agrees that each Terremark Document (as defined in the Interest Purchase Agreement) filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     19. Assignment; Certain Specified Third Party Beneficiaries. This Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns; provided, however,, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by a Holder to any third party who purchases or is otherwise a permitted transferee of such Shares from the Holder, unless (i) such transferee of the Shares that is not a party to this Agreement shall have executed and delivered to the Secretary of the Company a properly completed joinder agreement (a “Joinder Agreement”) substantially in the form of Exhibit B, and (ii) the Holder selling the Shares shall have delivered to the Secretary of the Company written notice of such transfer setting forth the name of such Holder, the name and address of the transferee and the number of Shares that shall have been so transferred; and provided, further, that this Agreement and the rights, interests and obligations hereunder may be assigned, transferred or delegated by a Holder to any Affiliate of such Holder upon the execution of a Joinder Agreement by such Affiliate. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person any rights or remedies under this Agreement other than the parties hereto, their permitted successors and assigns and any Indemnified Person.

     20. Entire Agreement. This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, express or implied, oral or written.

     21. Severability. Any term or provision hereof that is held by a tribunal of competent authority to be invalid, void or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof and the scope, duration, or applicability of the invalid, void or unenforceable term or provision shall be amended to delete the necessary words or phrases, or to replace such term or provision with a term or provision that is valid and enforceable, so as to come as close as possible to achieving the economic, legal, or other purposes of such unenforceable term or provision.

     22. Further Assurances. Each Party shall do and perform or cause to be done and performed all such further acts and shall execute, amend and deliver all such other agreements, certificates, instruments and documents and give such further written assurances as the other party may reasonably request in order to evidence and give effectiveness to the transactions contemplated hereby and carry out the intent of this Agreement.

     23. Termination. This Agreement may be terminated at any time by a written instrument signed by the parties hereto. Unless sooner terminated in writing by the Parties, this Agreement (other than Section 3(a)(xiv), Section 4, Sections 6 through 8 and Sections 13 through 23 hereof, which shall survive) shall terminate when there are no Shares outstanding.

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     24. Counterparts. This Agreement may be executed in counterparts and such counterparts may be delivered in electronic format (including by fax and email). Such delivery of counterparts shall be conclusive evidence of the intent to be bound hereby and each such counterpart and copies produced therefrom shall have the same effect as an original. To the extent applicable, the foregoing constitutes the election of the parties to invoke any federal or state law authorizing electronic signatures.

[signature pages follow]

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     IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date set forth in the first paragraph.

SARATOGA SELLERS: SARATOGA PARTNERS IV LP
By:	SARATOGA ASSOCIATES IV, LLC,
	its General Partner
By:	SARATOGA MANAGEMENT COMPANY, LLC,
	its Investment Advisor
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer
SARATOGA MANAGEMENT COMPANY LLC
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer
SARATOGA COINVESTMENT IV LLC
By:	SARATOGA MANAGEMENT COMPANY, its Managing Member
By:	/s/ Richard Petrocelli
	Name:	Richard Petrocelli
	Title:	Treasurer

S-1

MANAGEMENT SELLERS:
/s/ John D. Beletic
John D. Beletic
/s/ Sunny Vanderbeck
Sunny Vanderbeck
/s/ Steve Armond
Steve Armond
/s/ Todd Steitle
Todd Steitle
/s/ Thomas Steven Blair
Thomas Steven Blair
/s/ Mark Warren
Mark Warren
J&A PARTNERSHIP LTD.
By:	/s/ John D. Beletic
	Name:	John D. Beletic
	Title:	General Partner

S-2

TERREMARK WORLDWIDE, INC.
By:	/s/ Jose A. Segrera
	Name:	Jose A. Segrera
	Its: Chief Financial Officer

S-3

EXHIBIT A

Holders

Saratoga Partners IV, L.P.
Saratoga Management Company LLC
Saratoga Coinvestment IV, LLC
John D. Beletic
J&A Partnership Ltd.
Sunny Vanderbeck
Steve Armond
Todd Steitle
Thomas Steven Blair

EXHIBIT B

FORM OF JOINDER AGREEMENT

     THIS JOINDER AGREEMENT is made and entered into by the undersigned with reference to the following facts:

     Reference is made to the Registration Rights Agreement, dated as of May 11, 2007, as amended (the “Agreement”), by and among Terremark Worldwide, Inc., a Delaware corporation (the “Company”), the Holders. (as defined therein) and any other parties identified on the signature pages of any joinder agreements substantially similar to this Joinder Agreement executed and delivered pursuant to Section 20 of the Registration Rights Agreement. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed thereto in the Registration Rights Agreement.

     The undersigned hereby acknowledges that matters pertaining to the registration of such Shares is governed by the Agreement, and the undersigned hereby (1) acknowledges receipt of a copy of the Agreement, and (2) agrees to be bound as a Holder by the terms of the Agreement, as the same has been or may be amended from time to time.

     This Joinder Agreement shall bind, and inure to the benefit of, the parties hereto and their respective devisees, heirs, personal and legal representatives, executors, administrators, successors and assigns. This Joinder Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard or giving effect to its principles of conflicts of law.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of                                         .

(Print Name of Additional Party)
By:	/s/
	Name:
	Title:

Address and Facsimile Number for Notices:
I.R.S. I.D. #:

Acknowledged and Agreed by: TERREMARK WORLDWIDE, INC.
By:	/s/
	Name:
	Title:

EX-99.1

EXHIBIT 99.1

For Immediate Release

TERREMARK TO ACQUIRE DATA RETURN,
A LEADING PROVIDER OF ENTERPRISE-CLASS
HOSTING SOLUTIONS

Acquisition propels Terremark into the leading edge of virtualization and utility computing

Miami, Fl., — May 14, 2007 — Terremark Worldwide, Inc. (Nasdaq:TMRK), a leading operator of integrated Internet exchanges and a global provider of managed IT infrastructure solutions for government and private sectors, today announced that it has entered into a definitive agreement to acquire privately-held Data Return, LLC, a leading provider of enterprise-class technology hosting solutions, from Saratoga Partners.

“We believe that virtualization and utility computing are revolutionizing the delivery of IT services as they continue to migrate towards network centric computing. The acquisition of Data Return’s technology, customers and talented team of employees complements our existing team and service delivery platforms, and better positions us to capture the robust market demand we are seeing for virtualized IT solutions,” said Manuel D. Medina, Terremark’s Chairman and CEO. “The addition of Data Return’s innovative virtualized hosting and service delivery platforms are a strategic fit with Terremark’s network rich co-location and managed service business and will allow us to realize significant synergies with the combined companies.”

Mr. Medina continued, “The combination of Data Return’s best in class hosting and utility computing solutions and Terremark’s secure Federal government delivery capabilities create unrivaled offerings in the industry.”

Strategic Value Points:

• Accelerates growth of the managed hosting business in the U.S. market adding significant enterprise-class hosting capabilities to our existing service offerings

• In Gartner’s most recent North American Web Hosting Industry report, Data Return was positioned in the Leader’s Quadrant

• Complements the successful acquisition of Dedigate, N.V., in 2005

• Over 280 dedicated team members focused on delivering enterprise class hosting services

• Utility computing platform Infinistructure is highly scalable and can be easily deployed in new locations

• Proprietary service delivery platform digitalOps^® can be leveraged across all of Terremark’s managed services

• Robust utility computing and disaster recovery capabilities

• Highly knowledgeable and experienced solution oriented sales force with a national footprint

Data Return has over 250 customers primarily located throughout the United States and include H&R Block, BMW North America, HP and LEGO.

For the calendar year 2006, Data Return had revenues of approximately $55 million. Once closed, the transaction is expected to be accretive to Terremark’s EBITDA. The company will provide additional financial details, and update its guidance for its fiscal year ending March 31, 2008, on its regular quarterly earnings conference call.

Terremark will acquire Data Return for $85 million consisting of $70 million in cash and $15 million in Terremark stock valued at the closing price on May 11, 2007.

The acquisition is expected to close in Terremark’s fiscal 2008 Q1, ended June 30.

About Data Return

Founded in 1996, Data Return has provided a higher standard of managed services to customers around the world for over a decade. Customers rely on the company’s experience, proven capabilities and innovative digitalOps^® service delivery platform to manage their business-critical applications and infrastructure, with a range of services from managed hosting to a suite of managed solutions for the enterprise. The company’s Infinistructure utility computing platform is redefining the standards for scalable, flexible, high-performance managed infrastructure.

About Terremark:

Terremark Worldwide, Inc. (Nasdaq:TMRK) is a leading operator of integrated Internet exchanges and a global provider of managed IT infrastructure solutions for government and private sectors. Terremark delivers its portfolio of services from seven locations in the U.S., Europe and Latin America and from four service aggregation and distribution locations, which aggregate network traffic and distribute network-based services in Europe and Asia to meet specific customer needs. Terremark’s flagship facility, the NAP of the Americas(R), is the model for the carrier-neutral Internet exchanges the company has in Santa Clara, California (NAP of the Americas/West), in Sao Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de las Americas — Madrid). The carrier-neutral NAP of the Americas is a state-of-the-art facility that provides exchange point, colocation and managed services. Terremark is headquartered at 2601 S. Bayshore Drive, 9th Floor, Miami, Florida USA, (305) 856-3200.

More information about Terremark Worldwide can be found at www.terremark.com.

Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, uncertainties and other factors, as discussed in Terremark’s filings with the SEC. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products and Terremark’s ability to manage its growth. Terremark does not assume any obligation to update these forward-looking statements.

CONTACT:

Terremark Worldwide, Inc., Miami
Sandra Gonzalez-Levy
305-860-7829
sgonzalez-levy@terremark.com

Edelman
Brad Pick
305-358-3767
brad.pick@edelman.com

Investor Relations
Joann Horne, 415-445-3233
joann@marketstreetpartners.com