AGREEMENT AND PLAN OF MERGER

(a)     Parent shall, or shall cause Buyer to, pay Seller, as the sole shareholder of the Company, an amount equal to Two Million Dollars ($2,000,000.00), less the Estimated Adjustment Amount (in the case of a Deficit) or plus the Estimated Adjustment Amount (in the case of an Overage), and less the Directed Closing Payments, (the “ Cash Consideration ”) by wire transfer of immediately available funds at the Closing;

(b)     Parent shall issue to Seller, as the sole shareholder of the Company, the Parent Shares. The said shares shall be “restricted securities”, as that term is defined under the Securities Act and the rules thereunder; and

(c)     Parent shall, or shall cause Buyer to, pay, on behalf of the Company, an aggregate amount equal to the Option Payments to the Option Holders specified on Schedule I to be delivered by the Company on or before the Closing Date in the amounts set forth therein, by wire transfer of immediately available funds at the Closing, less the tax withholdings as permitted by Section 1.8.

(d)     Pay, on behalf of the Company, to one of more accounts designated in writing by the Company, an aggregate amount equal to the Payoff Amount.

(e)     Parent shall, or shall cause the Buyer to, pay, on behalf of the Company, to one of more accounts designated in writing by the Company, an aggregate amount equal to the Transaction Expenses known at such time.

(a)     the Company and/or the Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1;

(b)     the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2;

(c)     the Seller shall deliver to the Buyer the certificate(s) representing his Company Shares, duly endorsed for transfer;

(d)     the Parent or Buyer shall make the cash payments contemplated by Section 1.3 to the respective parties set forth therein, and Parent or its transfer agent shall deliver the Parent Shares to and in the name of the Seller;

(e)     the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Georgia.

(a)     At the Effective Time, by virtue of the Merger and without any action on the part of any party hereto, the shares of the Company’s capital stock issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive the Cash Consideration and the Parent Shares set forth in Section 1.3 hereof;

(b)     Each share of the Company’s capital stock held in the Company’s treasury immediately prior to the Effective Time and each share of the Company’s capital stock owned beneficially by the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefore;

(c)     Each share of common stock, $.001 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding as the capital stock of the Surviving Corporation;

1.8      Options and Warrants . The Company shall take all requisite action so that, prior to the Closing, all Options shall be cancelled and all Company Stock Plans shall terminate at the Effective Time. Parent or the Surviving Corporation shall be entitled to deduct and withhold from the Option Payments payable under this Agreement such amounts as may be required to be deducted or withheld therefrom under (a) the Code or (b) any applicable state, local or foreign tax laws. To the extent that any amounts are so deducted and withheld, those amounts shall be treated as having been paid to the person in respect of whom such deduction or withholding was made for all purposes under this Agreement.

(a)     The authorized capital stock of the Company consists of 10,000,000 Common Shares, of which, as of the date of this Agreement, 9,000,000 shares are issued and outstanding;

(b)     Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list, as of the date of the Agreement, of the holders of capital stock of the Company, showing the number of shares of capital stock, and the class or series of such shares, held by each stockholder and (for shares other than Common Stock) the number of Common Shares (if any) into which such shares are convertible. Section 2.2 of the Disclosure Schedule also indicates all outstanding Common Shares that constitute Restricted Stock or that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued and outstanding shares of capital stock of the Company have been offered, issued and sold by the Company in compliance with all applicable federal and state securities laws, if applicable;

(c)     Except as set forth in Section 2.2 of the Disclosure Schedule, there are not now and have never been any Company Stock Plans;

(d)     Except as set forth in Section 2.2 of the Disclosure Schedule, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company;

(e)     Except as set forth in Section 2.2 of the Disclosure Schedule, there is no agreement, written or oral, between the Company and any holder of its securities, or among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights), or voting of the capital stock of the Company;

(f)     The Seller is the record and beneficial owners of 9,000,000 shares of Company Common Stock, and will be at Closing, the record and beneficial owner of 9,000,000 shares of Company Common Stock, which will represent at the Closing 100% of the Company’s outstanding capital stock, free and clear of all claims, liens, hypothecs, prior claims, options, agreements, restrictions and encumbrances whatsoever.

(a)     Since the Most Recent Balance Sheet Date, (a) there has occurred no event or development, which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Company Material Adverse Effect, and (b) the Company has not taken any of the actions set forth in paragraphs (a) through (n) of Section 4.4;

(b)     Since the Most Recent Balance Sheet Date, there has not been any: (i) change in the Company’s authorized or issued capital stock, retirement, or other acquisition by the Company of any shares of any such capital stock; (ii) a declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (iii) amendment to the Articles of Incorporation or Bylaws of the Company; (iv) increase by the Company of any bonuses, salaries, or other compensation to any shareholder, director, officer or (except in the ordinary course of business) employee or entry into any employment, severance, or similar agreement with any director, officer, employee; (v) adoption of, or increase in the payments to or benefits under, any profit sharing, stock option, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (vi) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (vii) cancellation or waiver of any claims or rights with a value to the Company in excess of $10,000.00; (viii) material change in the accounting methods used by the Company; or (ix) agreement, whether oral or written, by the Company to do any of the foregoing.

(a)     The Company has filed on a timely basis all Tax Returns that it was required to file, and all such Tax Returns were complete and accurate in all material respects. The Company has paid on a timely basis all Taxes that were due and payable. The unpaid Taxes of the Company for tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet. The Company does not have any actual or potential liability for any Tax obligation of any taxpayer (including any affiliated group of corporations or other entities that included the Company during a prior period) other than the Company. All Taxes that the Company is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. The Company has made adequate and timely installments of Taxes required to be made;

(b)     The Company has delivered to the Buyer complete and accurate copies of all Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Company for the last six tax years. No examination or audit of any Tax Return of the Company by any Governmental Entity is currently in progress or, to the knowledge of the Company, threatened or contemplated. The Company has not been informed by any jurisdiction that the jurisdiction believes that the Company was required to file any Tax Return that was not filed or that there are taxes due to such jurisdiction. The Company has not waived any statute of limitations with respect to Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency;

(c)     Except as may be accrued for on the Most Recent Balance Sheet or as an accrued liability in determining the Adjustment Amount, there are no contingent Tax liabilities for unpaid Taxes due and payable prior to the Closing Date or, to the knowledge of the Seller, any grounds that could prompt an assessment or reassessment of the Company in the filing of earlier or current Tax Returns, nor has the Company received any written notice from any Tax authorities that an assessment or reassessment of Tax is proposed;

(d)     Except for the filings specified in Section 2.9(d) of the Disclosure Schedule, the Company has not been and is not currently required to file any Tax Returns or other reports, elections, designations or filings with any Tax authority located in any jurisdiction outside the United States of America;

(e)     The Company has at all time conducted its business activities on an arm’s length basis on fair and reasonable terms when entering into transactions with any shareholder other individual or entity related to the Company within the meaning of Sections 318, 482 and 958 of the Code;

(f)     As of Closing, there will not be any agreement, plan or arrangement, covering any employee or former employee of the Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company as an expense under applicable law other than reimbursements of a reasonable amount of entertainment expenses and other non-deductible expenses that are commonly paid by similarly situated businesses in reasonable amounts;

(g)     The Company's cost basis, as defined in Section 1012 of the Code, in respect of its assets is accurately reflected on the Company's Tax records;

(h)     The paid-up capital for Tax purposes for each share of the Company’s capital stock is no less than its stated par value for purposes of the Georgia Business Corporations Code;

(i)     The Company has made an election to be treated as a Subchapter S Corporation pursuant to section 1361(a) of the Code. The foregoing election has been in effect since the date of incorporation of the Company.

(a)     At the Closing, the Company will be the sole, true and lawful owner, and has good title to, all of the assets (tangible or intangible) purported to be owned by the Company, free and clear of all Security Interests. At the Closing, the Company will own or lease all tangible assets sufficient for the conduct of its businesses as presently conducted and as presently proposed to be conducted (without reference to Parent’s business plans for the Company). Each material tangible asset is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used;

(b)     Section 2.10(b) of the Disclosure Schedule lists individually (i) all fixed assets (within the meaning of GAAP) of the Company, indicating the cost, accumulated book depreciation (if any) and the net book value of each such fixed asset as of the Most Recent Balance Sheet Date, and (ii) all other assets of a tangible nature (other than inventories) of the Company whose book value exceeds $5,000.00;

(c)     Each item of equipment, motor vehicle and other asset that the Company has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, upon its return to its lessor or owner under the applicable lease or contract, the obligations of the Company to such lessor or owner will have been discharged in full.

(a)     such Lease is legal, valid, binding, enforceable and in full force and effect;

(b)     such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of generally applicability relating to or affecting creditors’ rights and to general equity principles;

(c)     neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such Lease;

(d)     there are no disputes, oral agreements or forbearance programs in effect as to such Lease;

(e)     the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;

(f)     to the knowledge of the Company, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and

(g)     the Company is not aware, without independent investigation, of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by the Company of the property subject thereto.

(a)     Section 2.13(a) of the Disclosure Schedule lists (i) each patent, patent application, copyright registration or application therefor, mask work registration or application therefor, and trademark, service mark and domain name registration or application therefor of the Company, (ii) each of the Deliverables of the Company and (iii) all other material Intellectual Property used in the conduct of the Company’s business as presently conducted and as presently proposed to be conducted (without reference to Parent’s business plans for the Company);

(b)     At the Closing, the Company will own or will have the right to use all Intellectual Property necessary (i) to use, market and license the Deliverables and (ii) to operate the Internal Systems. Each item of Company Intellectual Property will be owned or available for use by the Buyer and the Company immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. The Company has taken all reasonable measures to protect the proprietary nature of each item of Company Intellectual Property and to maintain in confidence all trade secrets and confidential information that it owns or uses. No other person or entity has any rights to any of the Company Intellectual Property owned by the Company (except pursuant to agreements or licenses specified in Section 2.13(b) of the Disclosure Schedule), and, to the knowledge of the Company, no other person or entity is infringing, violating or misappropriating any of the Company Intellectual Property;

(c)     None of the Intellectual Property as used by the Company, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any person or entity. None of the Internal Systems, or the use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any person or entity. Section 2.13(c) of the Disclosure Schedule lists any complaint, claim or notice, or written threat thereof, received by the Company alleging any such interference, infringement, violation or misappropriation; and the Company has provided to the Buyer complete and accurate copies of all written documentation in the possession of the Company relating to any such complaint, claim, notice or threat. The Company has provided to the Buyer complete and accurate copies of all written documentation in the Company’s possession relating to claims or disputes known to the Company concerning any Company Intellectual Property;

(d)     Section 2.13(d) of the Disclosure Schedule identifies each license or other agreement pursuant to which the Company has licensed, distributed or otherwise granted any rights to any third party with respect to, any Company Intellectual Property. Except as described in Section 2.13(d) of the Disclosure Schedule, the Company has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights;

(e)     Section 2.13(e) of the Disclosure Schedule identifies each item of Company Intellectual Property that is owned by a party other than the Company and the license or agreement pursuant to which the Company uses it (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” licenses (“ Off-the-Shelf Software ”));

(f)     All of the copyrightable materials incorporated in or bundled with the Deliverables have been created by employees of the Company within the scope of their employment by the Company or by independent contractors of the Company, and the current employees of the Company have executed agreements expressly assigning all right, title and interest in such copyrightable materials to the Company;

(g)     To the knowledge of the Company, the Deliverables and the Internal Systems are free from significant defects or programming errors and conform in all material respects to the written documentations and the specifications therefore, to the extent that they exist;

(h)     Except as set forth on Section 2.13(h) of the Disclosure Schedule, at the time of the Closing, (A) the Company will own all right, title and interest in, or will have a valid and binding license to use, the Intellectual Property, and, to the extent required in connection with the way in which the Company has conducted its business, to make, have made, use, sell, import and export, distribute, publicly perform, publicly display, reproduce and prepare derivative works or otherwise exploit the Intellectual Property as currently utilized in its business operations; (B) the rights of the Company to the Intellectual Property will be free and clear of all Security Interests; (C) all registrations with and applications to governmental or regulatory bodies in respect of the Intellectual Property are valid and in full force and effect, and the Company has taken all action required to maintain their validity and effectiveness; (D) with respect to the Company’s licensed Intellectual Property, other than Off-the-Shelf Software, there are no restrictions on the direct or indirect (i) transfer of any license, or any interest therein, held by the Company or (ii) changes of control of the Company; (E) the Company has taken reasonable measures to protect the secrecy, confidentiality and value of its trade secrets; (F) the Company will deliver to the Buyer any existing documentation with respect to any design, computer program or other know-how or trade secret included in the Intellectual Property, which documentation, to the best of the Company’s knowledge, is accurate in all material respects, and (F) the Company is not, nor has it received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any license with respect to the Intellectual Property;

(i)     Except as identified on Section 2.13(i) of the Disclosure Schedule, no approval or consent of any person is needed so that the interest of the Company in the Intellectual Property shall continue to be in full force and effect following the transactions contemplated by this Agreement, and the Company is not subject to any restriction, agreement, instrument, order, judgment or decree which would be violated or breached by the consummation of the transactions contemplated by this Agreement;

(j)     Except for the fees identified in Section 2.13(j) of the Disclosure Schedule for the agreements identified therein, no licensing fees, royalties or payments are due or payable by the Company in connection with the Intellectual Property, other than maintenance fees, if any;

(k)     Other than as identified in Section 2.13(k) of the Disclosure Schedule, the Company has kept secret and has not disclosed the source code for its Software to any person or entity other than certain employees or independent contractors of the Company who are subject to the terms of a binding confidentiality agreement with respect thereto. The Company has taken reasonable measures to protect the confidentiality and proprietary nature of its Software, including without limitation, the use of the confidentiality agreements with all of its employees or independent contractors having access to its Software source and object code;

(l)     No employee of the Company is in default under, and the consummation of the transactions contemplated by this Agreement will not result in a default of, any term of any employment contract, agreement or arrangement relating to the Software or any non-competition arrangement, or any other agreement or any restrictive covenant relating to the Software or its development or exploitation. Other than as identified in Section 2.13(l) of the Disclosure Schedule the Company does not have any obligation to compensate any person for the development, use, sale or exploitation of the Software, nor has the Company granted to any other person or entity any license, option or other rights to develop, use, sell or exploit in any manner the Software whether requiring the payment of royalties or not;

(m)     All Intellectual Property owned by the Company and for which confidentiality is appropriate has been maintained in confidence in accordance with protection procedures believed by the Company to be adequate for protection customarily used in the industry to protect rights of like importance. All current and former employees who have authored, co-authored or otherwise contributed to or participated in any material way in the conception and development of Intellectual Property which is used in and material to the Company’s business (“ IP Participant ”) have executed and delivered to the Company a proprietary information agreement, pursuant to which, inter alia, such IP Participant has assigned any and all of his rights in such IP to the Company and has agreed to keep such IP confidential and not to use such IP for any purpose unrelated to his work for the Company. No former or current IP Participant has filed, asserted in writing or, to the knowledge of the Company (or management employees of the Company with direct responsibility for Intellectual Property matters), threatened any claim against the Company in connection with his involvement in Intellectual Property which is used in the Company’s business. To the knowledge of the Company (or management employees of the Company with direct responsibility for Intellectual Property matters), no IP Participant has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by the Company, which patents or applications have not been assigned to the Company;

(n)     With respect to privacy and security agreements and other privacy contractual commitments (the “ Commitments ”), (A) the Company is in full compliance with all applicable Commitments; (B) the transactions contemplated by this Agreement will not violate any Commitments; (C) the Company has not received inquiries from any other federal or state governmental agencies regarding Commitments; (D) the Company has not received any written (including email) complaints regarding Commitments, or compliance with Commitments; (E) the Commitments have not been rejected by any applicable certification organization which has reviewed such Commitment or to which any such Commitment has been submitted, and (F) the Company has not experienced the cancellation, termination or revocation of any privacy or security certification issued by any Commitments;

(a)     Section 2.15 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company is a party as of the date of this Agreement:

(b)     The Company has delivered to the Buyer a complete and accurate copy of each material agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such agreement; (A) subject to in the case of sub-clause (i) and (ii), bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of generally applicability relating to or affecting creditors’ rights and to general equity principles and (B) except as would not reasonably be expected to have a Company Material Adverse Effect in the aggregate.

(a)     The Company is not a party to or bound by any collective bargaining agreement, nor has it experienced any strikes, slowdown, lockout, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company has no knowledge of any organizational effort made or threatened, either currently or within the past two years, by or on behalf of any labor union with respect to employees of the Company.

(b)     The Company has complied and is in compliance in all material respects with all applicable laws relating to employment and labor matters, including any provision thereof relating to wages, hours of work, vacation pay, overtime pay, occupational health and safety and conditions of employment.

(c)     The Company is not subject to any claim for wrongful dismissal, constructive dismissal or any other claim, complaint or litigation relating to employment discrimination or termination of employment of any of its employees or former employees or relating to any failure to hire a candidate for employment.

(d)     There is no order pursuant to any law requiring the taking of any action or the refraining from taking any action in respect of any employee or former employee of the Company.

(e)     There are no outstanding loans made by the Company to any employee or former employee of the Company (for greater certainly, travel advances or advances against commission of less than $1000.00 are not considered as a loan for the purposes of this paragraph).

(f)     To the Seller’s actual knowledge (without inquiry), no employee of the Company has any plans to terminate his or her employment with the Company.

(a)     Each Company Plan has been administered in all material respects in accordance with its terms and the Company has in all material respects met its obligations with respect to each Company Plan and has made all required contributions thereto. The Company and each Company Plan are in compliance in all material respects with all provisions of applicable law. All filings and reports as to each Company Plan required to have been submitted to any Governmental Entity have been duly submitted. No Company Plan has assets that include securities issued by the Company or any Affiliate.

(b)     There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified domestic relations orders) against or involving any Company Plan or asserting any rights or claims to benefits under any Company Plan that could give rise to any material liability.

(c)     All the Company Plans that are intended to be registered have received determination letters from the applicable taxing authorities to the effect that such Company Plans are registered, the plans and the trusts related thereto are exempt from income taxes under applicablelaws, no such determination letter has been revoked and revocation has not been threatened, no such Company Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred that would adversely affect its qualification or materially increase its cost.

(d)     There are no unfunded obligations under any Company Plan providing benefits after termination of employment to any employee of the Company (or to any beneficiary of any such employee), including, but not limited to, retiree health coverage and deferred compensation. The assets of each Company Plan which is funded are reported at their fair market value on the books and records of such Company Plan.

(e)     No act or omission has occurred and no condition exists with respect to any Company Plan that would subject the Company or any Affiliate or Company Plan to (i) any material fine, penalty, tax or liability of any kind imposed under any law, or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Company Plan.

(f)     Each Company Plan is amendable and terminable unilaterally by the Company at any time without liability or expense to the Company or such Company Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto), and no Company Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Company Plan.

(g)     Section 2.22(g) of the Disclosure Schedule discloses each: (i) agreement with any stockholder, director, executive officer or other key employee of the Company (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement; (B) providing any term of employment or compensation guarantee; or (C) providing severance benefits, notices of termination, change of control awards or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement or plan binding the Company, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Company Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

(h)     Section2.22(h) of the Disclosure Schedule sets forth the policy of the Company with respect to accrued vacation, accrued sick time and earned time off and the amount of such liabilities as of the Most Recent Balance Sheet Date.

(i)     No Company Plan provides for a payment to an employee as a result of a change in control of the Company or the transfer of his employment from his current employer to the Company or an Affiliate thereof.