Under the Purchase Agreement, at closing, Scout will pay Reams an initial cash payment of $42 million, plus or minus a purchase price adjustment based upon Reams' accrued revenues, prepaid expenses and accrued expenses, less a certain amount of cash. Reams will also be entitled to receive $1 million worth of unregistered common stock of UMB if at least ninety-five percent (95%) of the revenue of Reams is retained by Scout on the determination date (as defined in the Purchase Agreement). Reams may also be entitled to receive annual earn-out payments during the next five years based upon the adjusted pre-tax income (as defined by the Purchase Agreement) for each such year. The purchase price is also subject to upward adjustment if the transaction fails to close by December 31, 2010 for certain reasons relating to UMB's non-performance under the Purchase Agreement.

Following the closing of the transaction, which is currently set for November 30, 2010, Reams' business will be operated as a division of Scout. Each of Mr. Egan, Mr. McKinney, Mr. Fink, Mr. Thompson, Ms. Olson, and Mr. Spurgeon will continue to serve as officers of such division. Under employment agreements, they will be subject to non-competition, non-solicitation and confidentiality provisions.