AGREEMENT AND PLAN OF MERGER

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER (“ Merger Agreement ” or “ Agreement ”) dated as of April 28, 2007, by and among ENPATH MEDICAL, INC. (“ Enpath ”) , a Minnesota corporation having its principal executive office at 2300 Berkshire Lane North, Minneapolis, Minnesota, 55441, GREATBATCH, LTD. (“ Purchaser ”), a New York corporation having its principal executive office at 9645 Wehrle Drive, Clarence, New York 14031; CHESTNUT ACQUISITION CORPORATION (“ Merger Sub ”), a Minnesota corporation and a wholly-owned subsidiary of Purchaser having its offices at 9645 Wehrle Drive, Clarence, New York 14031.

WITNESSETH:

     WHEREAS, it is proposed that Merger Sub shall commence a tender offer (as it may be amended from time to time in accordance with this Agreement, the “ Offer ”) to purchase all of the outstanding shares of Enpath Common Stock (as defined herein), at a price of $14.38 per share (such amount, or any different amount per share offered pursuant to the Offer in accordance with the terms of this Agreement, the “ Offer Price ”), on the terms and subject to the conditions set forth herein;

     WHEREAS, it is also proposed that, following the consummation of the Offer, Merger Sub will merge with and into Enpath with Enpath surviving as a wholly-owned subsidiary of Purchaser (the “ Merger ”), and each share of Enpath Common Stock that is not tendered and accepted pursuant to the Offer will thereupon be canceled and converted into the right to receive cash in an amount equal to the Offer Price, on the terms and subject to the conditions set forth herein;

     WHEREAS, the Board of Directors of each of Enpath, Purchaser and Merger Sub have approved this Agreement and deem it advisable and in the best interests of their respective shareholders to consummate the Offer, the Merger and the other transactions contemplated hereby, on the terms and subject to the conditions set forth herein; and

     WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Purchaser’s and Merger Sub’s willingness to enter into this Agreement, certain shareholders of Enpath are entering into a Tender and Support Agreement substantially in the form attached as Exhibit A (the “Tender and Support Agreement”).

     NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties and covenants herein contained and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

ARTICLE 1

     As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

     1.1 “Acquisition Proposal” means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving Enpath, (ii) any proposal or offer for the issuance by Enpath of over 10% of its equity securities as consideration for the assets or securities of another Person, or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 10% of the equity securities or consolidated total assets of Enpath, in each case other than the Merger.

     1.2 “Affiliates” means with respect to a specified Person, a Person who directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

     1.3 “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by any applicable Legal Requirement to close.

     1.4 “Cleanup” means all actions required to (a) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment; (b) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (d) respond to any government requests for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment.

     1.5 “Code” means the Internal Revenue Code of 1986, as amended.

     1.6 “Disclosure Schedule” means the Disclosure Schedule delivered by Enpath to Purchaser dated the date of this Agreement. Any information with respect to a matter that is disclosed by Enpath to Purchaser for any purpose in the Disclosure Schedule shall be deemed to be disclosed with respect to each other representation or warranty to the extent such relationship is reasonably apparent on the face of disclosure in the Disclosure Statement. The inclusion of any item in the Disclosure Schedule shall not be deemed an admission that such item is a material fact, event or circumstance or that such item has or had, individually or in the aggregate, a Material Adverse Effect.

     1.7 “Enpath Common Stock” means Enpath common stock with $0.01 par value.

     1.8 “Enpath Credit Agreement” means the Revolving Credit and Term Loan Agreement, dated as of October 17, 2003, between Enpath and M&I Marshall & Ilsley Bank, as amended.

     1.9 “Environmental Claim” means any claim, action, cause of action, investigation or written notice by an Person alleging potential liability (including, without limitation, potential liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence or Release of any Hazardous Materials at any location operated by Enpath, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

     1.10 “Environmental Law” means any and all applicable Legal Requirements, and without limiting the foregoing, any regulations, orders, decrees, judgments or injunctions promulgated or entered into by any Governmental Entity, relating to the preservation or reclamation of natural resources, or to the management, Release (as hereinafter defined) or threatened Release of Hazardous Material (as hereinafter defined), including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq. (“ CERCLA ”), the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. § 11001 et. seq., the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq., and any similar or implementing state or local law, and all amendments or regulations promulgated thereunder.

     1.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     1.12 “GAAP” means generally accepted accounting principles and practices in effect in the United States from time to time, applied consistently throughout the time periods involved.

     1.13 “Governmental Authorization” means any permit, license, franchise, approval, consent, permission, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.

     1.14 “Governmental Entity” means any nation, state, municipality and any federal, state, local, foreign, provincial or supranational court or governmental agency, authority, instrumentality or regulatory body.

     1.15 “Hazardous Material” means all explosive or regulated radioactive materials or substances; petroleum and petroleum products (including crude oil or any fraction thereof); asbestos or asbestos-containing materials; and any hazardous or toxic materials, wastes or chemicals designated, defined, listed or regulated as such pursuant to any Environmental Law.

     1.16 “HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     1.17 “Intellectual Property Rights” means all U.S. and foreign (i) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof (“ Patents ”), (ii) trademarks, service marks, trade names, Internet domain names, logos, slogans, trade dress, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (“ Trademarks ”), (iii) copyrights and copyrightable subject matter (“ Copyrights ”), (iv) rights of publicity, (v) computer programs (whether in source code, object code, or other form), databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing (“ Software ”), (vi) trade secrets and all confidential information, know-how, inventions, proprietary processes, formulae,

models, and methodologies, (vii) all rights in the foregoing and in other similar intangible assets, (viii) all applications and registrations for the foregoing and (ix) all rights and remedies against infringement, misappropriation, or other violation thereof with respect to the foregoing.

     1.18 “Leased Real Property” means all of the real property currently leased by Enpath, whether or not used in its business, all of which is disclosed in more detail in the Disclosure Schedule.

     1.19 “Legal Requirement” means any applicable federal, state, county, municipal, local or foreign statute, constitution, principle of common law, resolution ordinance, code, rule regulation, permit, consent, waiver, notice, approval, registration, license, judgment, order, decree, injunction or other authorization issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity or under the authority of The NASDAQ Stock Market, LLC.

     1.20 “Material Adverse Effect” means any effect, change, fact, event, occurrence, development or circumstance (any such item, an “ Effect ”) that, individually or together with any other Effect that has occurred prior to the date of determination of the Material Adverse Effect, that (i) is materially adverse (financial or otherwise), to the properties, business, operations, financial condition, results of operations, assets or liabilities of Enpath, taken as a whole or (ii) prohibits, or materially impedes the timely consummation of the Merger; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to constitute, nor be taken into account in determining whether there has been or will be, a Material Adverse Effect:

          (A) any change in Enpath’s stock price or trading volume, or any failure by Enpath to meet published or internal revenue or earnings projections (it being understood that, except as set forth in clauses B, C, E, G and H of this definition, any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred),

          (B) any Effect that results from changes affecting Enpath’s industry generally (to the extent such Effect is not disproportionate with respect to Enpath in any material respect) or the United States economy generally (to the extent such Effect is not disproportionate with respect to Enpath in any material respect),

          (C) any Effect that results from changes affecting general worldwide economic or capital market conditions,

          (D) any Effect resulting from compliance with the terms and conditions of this Agreement,

          (E) any Effect caused by an impact to Enpath’s relationships with its employees, customers, suppliers or partners as a result of the announcement or pendency of the of the Offer or the Merger, or the transactions contemplated by this Agreement,

          (F) any Effect resulting from the litigation filed as Pressure Products, Inc. v. Enpath Medical, Inc. , Civil Action No. 9:06-CV-121, filed in U.S. Dist. Ct. for Eastern District of Texas, Lufkin Division,

          (G) any Effect resulting from any change in any Legal Requirement after the date hereof, or

          (H) any shareholder litigation arising from allegations of a breach of fiduciary duty relating to this Agreement and the transactions contemplated hereby.

     1.21 “Permitted Lien” means (a) liens for Taxes that are not yet due or delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves have been taken on the financial statements contained in Enpath’s SEC Reports; (b) statutory liens or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s or repairmen’s liens arising in the ordinary course of business with respect to amounts not yet overdue or are being contested in good faith by appropriate proceedings and for which adequate reserves have been taken on the financial statements contained in Enpath’s SEC Reports; (c) with respect to any Leased Real Property, a Lien affecting solely the interest of the landlord thereunder and not the interest of the tenant thereunder, which does not materially impair the value or use of such Leased Real Property; (d) purchase money liens and liens securing rental payments under capital lease arrangements; and (e) liens securing indebtedness under the Enpath Credit Agreement.

     1.22 “Person” means any individual and any corporation, partnership, limited liability company, firm, trust, or other business entity and any Governmental Entity.

     1.23 “Proceeding” means any claim, action, suit, arbitration, grievance, proceeding or investigation.

     1.24 “Product Liability” means any liability, claim or expense (including attorneys’ fees) arising in whole or in part out of a breach of any product warranty (whether express or implied), strict liability in tort, negligent design or manufacture of product, negligent provision for services, product recall, or any other liability, claim or expense arising from the manufacturing, packaging, labeling (including instructions for use), marketing, or sale of products.

     1.25 “Release” shall have the same meaning as in CERCLA.

     1.26 “Representatives” means, with respect to any Person, the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives of such Person, acting in such capacity.

     1.27 “Rights” means options, warrants, and all other rights, convertible securities and arrangements or commitments which obligate Enpath to issue or dispose of any of its capital stock, and stock appreciation rights, performance units and other similar stock-based rights whether they obligate Enpath to issue stock or other securities or to pay cash.

     1.28 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     1.29 “Subsidiary” or “Subsidiaries” means with respect to any party, any corporation, company, partnership or other organization, whether incorporated or unincorporated, which is or was consolidated with such party for financial reporting purposes.

     1.30 “Superior Acquisition Proposal” means any proposal made by a third party to acquire directly or indirectly more than 50% of the voting power of the equity securities of Enpath then outstanding or all or substantially all of the assets of Enpath, pursuant to a purchase, tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization, a sale of all or substantially all of its assets or otherwise, which Enpath’s Board of Directors determines in good faith, after consultation with Greene Holcomb & Fisher or other independent financial advisor of nationally recognized reputation and consultation with outside legal counsel, to be (i) on terms more favorable from a financial point of view to the holders of Enpath Common Stock than the Offer, the Merger, and the other transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement (including any proposal by Purchaser to amend the terms of the Offer, the Merger and the other transactions contemplated by this Agreement), (ii) is not subject to any financing condition or, if financing is required, such financing is then fully committed to the Third Party or reasonably determined to be available by Enpath’s Board of Directors, and (iii) reasonably capable of being completed, taking into account all financial, regulatory, legal, timing and other aspects of such proposal.

     1.31 “Tax,” collectively, “Taxes” means all federal, state, local or foreign taxes, however denominated, including any interest, penalties, criminal sanctions or additions to tax (including, without limitation, any underpayment penalties for insufficient estimated tax payments) or other additional amounts that may become payable in respect thereof (or in respect of a failure to file any Tax Return when and as required), imposed by any Governmental Entity, which taxes shall include, without limiting the generality of the foregoing, all income taxes, payroll and employment taxes, withholding taxes (including withholding taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other person or entity), unemployment insurance taxes, social security (or similar) taxes, sales and use taxes, excise taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, value added taxes, transfer taxes, profits or windfall profits taxes, licenses in the nature of taxes, estimated taxes, severance taxes, duties (custom and others), workers’ compensation taxes, premium taxes, environmental taxes (including taxes under Section 59A of the Code), disability taxes, registration taxes, alternative or add-on minimum taxes, estimated taxes, and other fees, assessments, charges or obligations of the same or of a similar nature.

     1.32 “Tax Return,” collectively, “Tax Returns” means all returns, reports, estimates, information statements or other written submissions, and any schedules or attachments thereto, required or permitted to be filed pursuant to Legal Requirements of any Governmental Entity Tax authority, including but not limited to, original returns and filings, amended returns, claims for refunds, information returns, ruling requests, administrative or judicial filings, accounting

method change requests, responses to revenue agents’ reports (federal, state or local) and settlement documents.

     1.33 “Triggering Event” shall occur if:

          (A) a tender offer or exchange offer relating to the securities of Enpath shall have commenced by a Third Party and Enpath shall not have sent to securityholders, within ten business days after the commencement of such tender offer or exchange offer, a statement disclosing that Enpath’s Board of Directors recommends rejection of such tender offer or exchange offer;

          (B) an Acquisition Proposal is announced, and Enpath fails to issue a press release announcing its opposition to the Acquisition Proposal within ten business days after such Acquisition Proposal is announced;

          (C) Enpath’s Board of Directors fails to reaffirm, unanimously and without qualification, its recommendation, or fails to publicly state, unanimously and without qualification, that the Merger is in the best interests of Enpath’s shareholders within ten business days after Purchaser requests in writing that such action be taken; or

          (D) Enpath’s fails to file the Schedule 14D-9 as provided in Section 2.2.3 of this Agreement.

     1.34 “Third Party” means any Person or “group” as defined in Section 13(d) of the 1934 Act, other than Purchaser or any of its Affiliates or Representatives.

     1.35 “Warrants” means the right to purchase, in the aggregate, 10,000 shares of Enpath Common Stock, at a price of $8.36 per share, granted by Enpath pursuant to a Warrant Agreements dated October 23, 2003 and issued to Joseph W. Caruso and Burton F. Meyers, III in connection with Enpath’s acquisition of the operating assets of BIOMEC Cardiovascular, Inc. on October 23, 2003.

     1.36 The following terms have the meaning set forth in the Sections set forth below:

     In addition, the following terms shall be interpreted as set forth below:

          (A) The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

          (B) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice-versa.

          (C) References to the “knowledge” of Enpath shall refer to (i) the actual knowledge of any fact or matter by any member of Enpath’s Board of Directors, or (ii) the actual knowledge, after a reasonable inquiry in connection with the preparation of the Disclosure Schedule, by Enpath’s officers and Enpath’s executive level employees listed on Section 1.36(C) of the Disclosure Schedule hereto, of any fact or matter.

          (D) References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the Exhibits or Schedules attached to or referenced in this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

ARTICLE 2

     2.1 THE OFFER

          2.1.1 Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to the right to terminate the Offer pursuant to any of the conditions set forth in Annex I , as promptly as practicable after the date hereof (and in any event no later than seven Business Days after the date hereof), Merger Sub shall, and Purchaser shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Enpath Common Stock that, together with the shares of Enpath Common Stock then directly or indirectly owned by Purchaser, represents at least a majority of all Enpath Common Stock then outstanding on a fully-diluted basis (the “ Minimum Condition ”) and to the other conditions set forth in Annex I , Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by Enpath in writing,

          (A) the Minimum Condition may not be waived,

          (B) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Enpath Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of Enpath Common Stock, and

          (C) the Offer may not be extended except as set forth in this Section 2.1.1.

Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced. Merger Sub shall extend the Offer for successive periods of up to twenty (20) Business Days each:

     (i) if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, from time to time, until the earliest to occur of:

          (a) the satisfaction or waiver of such conditions,

          (b) the reasonable determination by Purchaser that any such condition to the Offer is not capable of being satisfied on or prior to the End Date, provided that the inability to satisfy such condition does not result from any breach of any provision of this Agreement by Purchaser or Merger Sub, and

          (c) the End Date, and

     (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period set forth by any applicable Legal Requirement.

Following expiration of the Offer, Merger Sub may, in its sole discretion, provide one or more subsequent offering periods (each, a “ Subsequent Offering Period ”) in accordance with Rule 14d-11 of the Exchange Act, if, as of the commencement of each such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer and any prior Subsequent Offering Period that number of shares of Enpath Common Stock necessary to permit the Merger to be effected without a meeting of shareholders of Enpath, in accordance with Section 302A.621 of the Minnesota Business Corporation Act (“MBCA”). Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Purchaser shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, all shares of Enpath Common Stock that were either:

          (A) validly tendered and not withdrawn pursuant to the Offer after the final expiration of the Offer, or

          (B) validly tendered in any Subsequent Offering Period.

          The Offer Price payable in respect of each share of Enpath Common Stock validly tendered and not withdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction for any applicable withholding Taxes.

          2.1.2 As soon as practicable on the date of the commencement of the Offer, Purchaser and Merger Sub shall:

          (A) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “ Schedule TO ”) that shall include the summary term sheet required thereby and, as exhibits or incorporated by reference thereto, the Offer to Purchase and forms of letter of transmittal and summary of advertisement, if any, in respect of the Offer (collectively, together with any amendments or supplements thereto, the “ Offer Documents ”).

          (B) cause the Offer Documents to be disseminated to the holders of Enpath Common Stock. Enpath shall promptly furnish to Purchaser and Merger Sub in writing all information concerning Enpath that may be required by applicable securities laws or reasonably requested by Purchaser or Merger Sub for inclusion in the Schedule TO or the Offer Documents.

          (C) Parent and Merger shall timely file with the Commissioner of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and shall disseminate to the holders of Enpath Common Stock via the Offer Documents the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes.

Each of Purchaser, Merger Sub and Enpath agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such

information shall have become false or misleading in any material respect. Purchaser and Merger Sub agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Enpath Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Enpath and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Purchaser and Merger Sub shall give reasonable and good faith consideration to any comments made by Enpath and its counsel.

Purchaser and Merger Sub shall promptly provide Enpath and its counsel with:

     (i) any comments or other communications, whether written or oral, that Purchaser or Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications, and

     (ii) a reasonable opportunity to participate in the response of Purchaser and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Purchaser and Merger Sub or their counsel in any discussions or meetings with the SEC.

     2.2 ACTIONS BY ENPATH

          2.2.1 Enpath hereby consents to the Offer and represents that at a meeting duly called and held prior to the execution of this Agreement at which all directors of Enpath were present, Enpath’s Board of Directors duly and unanimously adopted resolutions:

          (A) declaring that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of Enpath’s shareholders,

          (B) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and

          (C) recommending that the shareholders of Enpath accept the Offer, tender their shares of Enpath Common Stock to Merger Sub pursuant to the Offer and grant Enpath Shareholder Approval (such recommendation, the “ Enpath Board Recommendation ”).

At a meeting duly called and held prior to the execution of this Agreement at which all “disinterested directors” (as defined in Section 302A.673 of the MBCA) of Enpath were present, a duly authorized special committee of Enpath’s Board of Directors duly and unanimously adopted resolutions approving this Agreement and the transactions contemplated hereby for purposes of Section 302A.673 of the MBCA. Enpath hereby consents to the inclusion of the foregoing determinations and approvals in the Offer Documents and, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 6.2, Enpath hereby consents to the inclusion of the Enpath Board Recommendation in the Offer Documents.

          2.2.2 Enpath shall cause its transfer agent to promptly furnish Purchaser with a list of its shareholders, mailing labels and any available listing or computer file containing the

names and addresses of all record holders of Enpath Common Stock and lists of securities positions of Enpath Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Purchaser such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Purchaser may reasonably request in connection with the Offer. Purchaser and Merger Sub shall treat the information contained in such labels, listing or files and any additional information referred to in the preceding sentence as Confidential Information, as defined in Section 7.4.1 herein.

          2.2.3 As soon as practicable on the day that the Offer is commenced, Enpath shall file with the SEC and disseminate to the holders of Enpath Common Stock, in each case, as to the extent required by applicable U.S. federal securities laws, a Solicitation/Recommendation Statement of Schedule 14D-9 (together with any amendments or supplements thereto, the “ Schedule 14D-9 ”) that, subject to Section 6.2.2, shall reflect the Enpath Board Recommendation. Each of Purchaser and Merger Sub shall promptly furnish to Enpath in writing all information concerning Purchaser and Merger Sub that may be required by applicable securities laws or reasonably requested by Enpath for inclusion in the Schedule 14D-9. Each of Enpath, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. Enpath agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Enpath Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and Enpath shall give reasonable and good faith consideration to any comments made by Purchaser, Merger Sub and their counsel. Enpath shall promptly provide Purchaser, Merger Sub and their counsel with:

          (A) any comments or other communications, whether written or oral, that Enpath or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications, and

          (B) a reasonable opportunity to participate in Enpath’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Enpath or its counsel in any discussions or meetings with the SEC.

     2.3 DIRECTORS

          2.3.1 Effective upon the acceptance for payment by Merger Sub of Enpath Common Stock equal to at least a majority of the then outstanding shares of Enpath Common Stock entitled to vote on any matter at a meeting of the shareholders of Enpath pursuant to the Offer, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Enpath Board of Directors that equals the product of:

          (a) the total number of directors on Enpath’s Board of Directors (giving effect to the election of any additional directors pursuant to this Section), and

          (b) the percentage that the number of shares of Enpath Common Stock beneficially owned by either Purchaser or Merger Sub (including shares of Enpath Common Stock accepted for payment) bears to the total number of shares of Enpath Common Stock outstanding, and Enpath shall take all action necessary to cause Purchaser’s designees to be elected or appointed to Enpath’s Board of Directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, Enpath shall use all reasonable best efforts to cause individuals designated by Purchaser to constitute the number of members, rounded up to the next whole number, on each committee of the Enpath Board that represents the same percentage as such individuals represent on the Enpath Board, to the fullest extent permitted by any applicable Legal Requirements. Notwithstanding the foregoing, until Purchaser and Merger Sub together acquire a majority of the outstanding shares of Enpath Common Stock on a fully diluted basis, Enpath shall use its reasonable best efforts to ensure that all members of the Enpath Board and such committees as of the date hereof who are not officers or employees of Enpath shall remain members of Enpath’s Board and such committees and boards.

          2.3.2 Enpath’s obligations to appoint Purchaser’s designees to Enpath’s Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Enpath shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to Enpath and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Purchaser shall supply to Enpath in writing any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

          2.3.3 Following the election or appointment of Purchaser’s designees pursuant to Section 2.3.1 and until the Effective Time, the approval of a majority of the directors of Enpath then in office who were not designated by Purchaser (the “ Continuing Directors ”) (or the approval of the sole Continuing Director if there shall be only one Continuing Director) shall be required to authorize (and such authorization shall constitute the authorization of the Enpath Board and no other action on the part of Enpath, including any action by any other director of Enpath, shall be required to authorize) any termination of this Agreement by Enpath, any amendment of this Agreement, any extension of time for performance of any obligation or action hereunder by Purchaser or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of Enpath, and any amendment or change to Section 7.7. Following the election of appointment of Purchaser’s designees pursuant to Section 2.3.1 and until the Effective Time, any actions with respect to the enforcement of this Agreement by Enpath shall be effected only by the action of a majority of the Continuing Directors (or the approval of the sole Continuing Director if there shall be only one Continuing Director). Between the time Merger Sub becomes entitled to designate directors pursuant to this Section 2.3 and the Effective Time, none of Purchaser, Merger Sub or their respective Affiliates shall take any action to remove a Continuing Director from office.

     2.4 90% TOP-UP OPTION

          2.4.1 Subject to the terms and conditions set for herein, Enpath hereby irrevocably grants to Merger Sub an option (the “ 90% Top-Up Option ”), exercisable upon the terms and conditions set forth in this Section 2.4, to purchase that number of shares of Enpath

Common Stock (the “ 90% Top-Up Option Shares ”) equal to the lowest number of newly issued shares of Enpath Common Stock that, when added to the number of shares of Enpath Common Stock directly or indirectly owned by Purchaser at the time of such exercise, shall constitute one share more than 90% of shares of Enpath Common Stock then outstanding (taking into account the issuance of the 90% Top-Up Option Shares) at a cash price per share equal to the Offer Price; provided that:

     (i) in no event may the 90% Top-Up Option be exercisable unless following the time of acceptance by Purchaser of Enpath Common Stock tendered in the Offer or after a Subsequent Offering Period, more than 80% of the then outstanding shares of Enpath Common Stock have been validly tendered and not withdrawn pursuant to the Offer;

     (ii) in no event shall the 90% Top-Up Option be exercisable for a number of shares of Enpath Common Stock (a) which exceeds that number which is equal to nineteen and nine-tenths percent (19.9%) of the shares of Enpath Common Stock outstanding on the date of this Agreement, (b) that would require Enpath to obtain shareholder approval under any applicable Legal Requirement, or (c) in excess of Enpath’s then authorized and unissued shares of Enpath Common Stock (giving effect to shares of Enpath Common Stock reserved for issuance under the Warrants and Stock Plans (both as defined herein) as if such shares were outstanding); and

     (iii) the 90% Top-Up Option may not be exercised if any provision of any Legal Requirement or any judgment, injunction, order or decree of any Governmental Entity shall prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or Enpath’s shareholders in connection with the exercise of the 90% Top-Up Option or the delivery of the 90% Top-Up Option Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable.

          2.4.2 Subject to the terms and conditions herein, Merger Sub may exercise the 90% Top-Up Option, in whole but not in part, at any time after the time of acceptance of Enpath Common Stock tendered in the Offer or after a Subsequent Offering Period and prior to the earlier to occur of (a) the Effective Time and (b) the termination of this Agreement in accordance with its terms.

          2.4.3 If Merger Sub wishes to exercise the 90% Top-Up Option, Merger Sub shall send to Enpath a written notice (a “ 90% Top-Up Exercise Notice , and the date of receipt of such notice the “ 90% Top-Up Notice Date ”) specifying the place for the closing of the purchase and sale of shares of Enpath Common Stock pursuant to the 90% Top-Up Option (the “ 90% Top-Up Closing ”). Enpath shall, promptly after receipt of the 90% Top-Up Exercise Notice, deliver a written notice to Merger Sub confirming (i) the number of shares of Enpath Common Stock then outstanding on a fully-diluted basis, and (ii) the number of 90% Top-Up Shares and the aggregate purchase price therefor.

          2.4.4 At the 90% Top-Up Closing, subject to the terms and conditions of this Agreement, Enpath shall deliver to Merger Sub a certificate or certificates evidencing the applicable number of 90% Top-Up Option Shares, and Merger Sub shall purchase each Top-Up Option Share from Enpath at a price per share equal to the Offer Price. Payment by Merger Sub

of the purchase price for the 90% Top-Up Option Shares may be made, at Merger Sub’s option, by delivery of immediately available funds by wire transfer to an account designated by Enpath. The parties shall cooperate to ensure that the issuance of the 90% Top-Up Option Shares is accomplished consistent with all applicable Legal Requirements, including all federal and state securities laws.

          2.4.5 Upon the delivery by Merger Sub to Enpath of the 90% Top-Up Exercise Notice, and the tender of the consideration described in Section 2.4.4, Merger Sub shall be deemed to be the holder of record of the 90% Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing those 90% Top-Up Option Shares shall not then be actually delivered to Merger Sub or Enpath shall have failed or refused to designate the account described in Section 2.4.4.

          2.4.6 Purchaser and Merger Sub acknowledge that the shares of Enpath Common Stock which Merger Sub may acquire upon exercise of the 90% Top-Up Option will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Purchaser and Merger Sub represent and warrant to Enpath that Merger Sub is, or will be upon the purchase of the 90% Top-Up Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the 90% Top-Up Option and the 90% Top-Up Option Shares to be acquired upon exercise of the 90% Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing 90% Top-Up Option Shares may include any legends required by applicable securities Laws.

ARTICLE 3

     3.1 THE MERGER

     Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into Enpath, pursuant to the provisions of, and with the effect provided in the MBCA. At the Effective Time, the separate existence of Merger Sub shall cease and Enpath, as the Surviving Corporation, shall possess all the rights, powers, privileges, immunities and franchises and be subject to all of the duties, obligations, and liabilities of Enpath and Merger Sub, all as provided under the MBCA.

     3.2 ARTICLES OF INCORPORATION AND BY-LAWS

          (A) The Articles of Incorporation of Enpath in effect immediately prior to the Effective Time shall be amended to read as set forth on Exhibit B and, as so amended, shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with applicable law.

          (B) The Bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until thereafter amended in accordance with applicable law.

     3.3 BOARD OF DIRECTORS

     The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

     3.4 MERGER SUB STOCK

     At the Effective Time, each issued and outstanding share of the common stock, $.01 par value per share, of Merger Sub shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, $.01 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of the Merger Sub shall continue to evidence ownership of such shares of common stock of the Surviving Corporation.

     3.5 MERGER CONSIDERATION

     The manner and basis of converting the Enpath Common Stock in conjunction with the Merger shall be as set forth in this Section 3.5.

          3.5.1 At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Enpath Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Enpath Common Stock to be cancelled in accordance with Section 3.5.3) shall be converted into the right to receive from the Surviving Corporation or the Purchaser (through the Exchange Agent), and become exchangeable for, $14.38 in cash or any different amount as may have been paid per share of Enpath Common Stock in the Offer, without interest, (the “ Merger Consideration ”). As of the Effective Time, all shares of Enpath Common Stock upon which the Merger Consideration is payable pursuant to this Section 3.5 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Enpath Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

          3.5.2 At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, $.01 par value per share, of the Surviving Corporation.

          3.5.3 All shares of Enpath Common Stock owned by Purchaser, Merger Sub or any subsidiary of Purchaser or Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

     3.6 EXCHANGE OF SHARES

          3.6.1 Prior to the Effective Time, Purchaser shall deposit or shall cause to be deposited with a bank or trust company designated by Purchaser after consultation with Enpath (the “ Exchange Agent ”), for the benefit of the holders of shares of Enpath Common Stock that

have been converted into the right to receive, and become exchangeable for, the Merger Consideration pursuant to Section 3.5, for exchange in accordance with this Article 3, an amount equal to the aggregate Merger Consideration (such consideration being hereinafter referred to as the “ Exchange Fund ”). The Exchange Agent shall, pursuant to irrevocable instructions of the Surviving Corporation, and in accordance with the provisions of Section 3.6.2 make payments of the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any purpose other than as described in this Section 3.6.

          3.6.2 As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of shares of Enpath Common Stock that are represented by either (a) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Enpath Common Stock (the “ Certificates ”) or (b) an entry to that effect in the shareholder records maintained on behalf of the Company Stock transfer agent (the “ Book Entry Shares ”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.5.1:

          (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as the Surviving Corporation may reasonably specify); and

          (B) instructions for use by such holders in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for the Merger Consideration.

Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, or authorizing transfer of Book Entry Shares, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares of Enpath Common Stock shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Enpath Common Stock shall have been converted pursuant to Section 3.5.1 (less any withholding Taxes pursuant to Section 3.6.7), and any Certificate so surrendered shall forthwith be marked as cancelled. In the event of a transfer of ownership of such Enpath Common Stock which is not registered in the transfer records of Enpath, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.6.2, each Certificate (other than a Certificate representing shares of Enpath Common Stock that has been cancelled in accordance with Section 3.5.3) and any Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, to be paid in consideration therefor upon surrender of such Certificate or transfer of the Book Entry Shares, as the case may be, pursuant to Section 3.5.1. No interest will be paid or will accrue on the Merger Consideration payable upon the surrender of any Certificate or transfer of Book Entry Shares.

          3.6.3 At the Effective Time (a) all holders of Certificates and Book Entry Shares that were outstanding prior to the Effective Time shall cease to have any rights as shareholders of Enpath other than the right to receive the Merger Consideration and (b) the stock transfer books of Enpath shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Enpath Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, the Certificates (other than Certificates cancelled in accordance with Section 3.5.3) or Book Entry Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article 3, except as otherwise provided by any Legal Requirement. The Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Enpath Common Stock surrendered.

          3.6.4 Any portion of the Exchange Fund which remains undistributed to the former shareholders of Enpath for six months after the Effective Time shall be delivered to the Surviving Corporation and any former shareholders who have not theretofore complied with this Article 3 shall thereafter look only to the Surviving Corporation and only as general creditors thereof for payment of their claim for the Merger Consideration. To the extent permitted by applicable law, all rights of any former holder of Enpath Common Stock to receive the Merger Consideration from the Surviving Corporation, to the extent the Merger Consideration remains unclaimed, terminate on the later of the date on which the Surviving Corporation is obligated to, and transfer payment to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

          3.6.5 None of Enpath, Merger Sub, Purchaser, the Surviving Corporation or the Exchange Agent, or any of their respective employees, officers, directors, shareholders, agents or affiliates, shall be liable to any Person in respect of any unclaimed Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

          3.6.6 The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Purchaser and /or the Surviving Corporation shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. In the event this Agreement is terminated, the Exchange Fund, including any interest and other income earned thereon, shall be paid to Purchaser.

          3.6.7 The Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Enpath Common Stock such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts

are so deducted and withheld by the Surviving Corporation and the Exchange Agent and paid to the applicable taxing authority when due, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Enpath Common Stock or Enpath Stock Option in respect of which such deduction and withholding was made by the Surviving Corporation.

          3.6.8 If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable pursuant to this Agreement in respect of the shares of Enpath Common Stock represented by such Certificate (less any withholding Taxes pursuant to Section 3.6.7).

     3.7 WARRANT; STOCK PLANS; RESTRICTED STOCK GRANTS

     Enpath’s Board of Directors (or, if appropriate, any committee thereof administering any of Enpath’s stock option and equity incentive plans listed in Section 4.2 of the Disclosure Schedule , each as amended (collectively, the “ Stock Plans ”)) shall adopt such resolutions or take such other actions as may be required to effect the following:

          3.7.1 Prior to the Effective Time, Enpath shall take all actions necessary to provide that, at the Effective Time,

          (A) the Warrant and each then outstanding option granted under any Stock Plan, or granted other than pursuant to such Stock Plans (collectively, the “ Options ”), whether or not then exercisable or vested, shall automatically accelerate so that each outstanding Option shall, immediately prior to the Effective Time become fully vested and fully exercisable for all the shares of Enpath Common Stock at the time subject to such Option and may be exercised by the holder thereof for any and all of such shares as fully vested shares of Enpath Common Stock and to the extent not exercised immediately prior to the Effective Time, shall be cancelled in exchange for the right to receive from the Surviving Corporation an amount in cash in respect thereof equal to the product of (i) as applicable, the excess, if any, of the Merger Consideration over the per share purchase price of the Warrant or the per share exercise price of such Option, multiplied by (ii) the number of shares of Enpath Common Stock subject to the Warrant or such Option, and

          (B) if any shares of Enpath Common Stock outstanding immediately prior to the Effective Time granted under any Stock Plan (“Restricted Stock Grant”) is unvested or subject to a repurchase option or forfeiture in favor of Enpath, each then outstanding Restricted Stock Grant shall be cancelled in exchange for the right to receive from the Surviving Corporation an amount in cash in respect thereof equal to the Merger Consideration. All amounts payable pursuant to this Section 3.7.1 shall be subject to any required withholding of Taxes and shall be paid without interest.

          3.7.2 Except as provided herein or as otherwise agreed to by the parties, Enpath shall (a) cause the Stock Plans to terminate as of the Effective Time and cause the provisions in any other plan, program or arrangement providing for the issuance or grant by Enpath of any interest in respect of the capital stock of Enpath, including the Warrant, to terminate and have no further force or effect as of the Effective Time, and (b) ensure that following the Effective Time no holder of Options, the Warrant, Restricted Stock Grants or other awards or any participant in the Stock Plans or anyone other than Purchaser shall hold or have any right to acquire any equity securities of Enpath or the Surviving Corporation.

     3.8 DISSENTING SHARES

     Notwithstanding anything in this Agreement to the contrary, shares of Enpath Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal of such shares in accordance with Section 302A.473 of the MBCA (the “ Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration pursuant to Section 3.5.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the MBCA. Such holder shall be entitled to receive payment of the appraised value of such shares of Enpath Common Stock in accordance with the provisions of the MBCA, provided that such holder complies with the provisions of Section 302A.473 of the MBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon. Enpath shall give Purchaser and Merger Sub prompt notice of any demands received by Enpath for appraisal of shares of Enpath Common Stock, and, prior to the Effective Time, Purchaser and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, Enpath shall not, except with the prior written consent of Purchaser, make any payment with respect to, or settle or offer to settle, any such demands.

     3.9 ADJUSTMENTS TO OUTSTANDING EQUITY INTERESTS

     If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Enpath shall occur by reason of any stock split (including reverse stock split), or any stock dividend thereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.

     3.10 THE CLOSING

     The Merger and the transactions contemplated by this Agreement (the “ Closing ”), subject to and in accordance with all of the terms and conditions contained therein, shall be consummated at a closing to be held at 10:00 a.m. New York City time, as soon as practicable (and in any event within two Business Days) following satisfaction of the conditions to consummation of the Merger set forth in Article 7 hereof (the “ Closing Date ”). In connection with such Closing, Merger Sub and Enpath shall execute Articles of Merger in the form required by and executed in accordance with the MBCA and Articles of Merger in the form required by

and executed in accordance with the MBCA, and shall cause to be delivered and filed, as soon as practicable on the Closing Date, the Articles of Merger to the Minnesota Secretary of State in accordance with the MBCA. The Merger shall be effective at the time and on the date (the “ Effective Time ”) not later than two Business Days after the Closing Date, specified in such Articles of Merger.

ARTICLE 4

     Except as set forth in the Enpath Disclosure Schedule, Enpath hereby represents and warrants to Purchaser and Merger Sub as follows:

     4.1 ORGANIZATION AND QUALIFICATION

     Enpath is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate power and authority necessary to own, possess, license, operate or lease the properties that it purports to own, possess, license, operate or lease and to carry on its business as it is now being conducted. Enpath is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where its business or the character of its properties owned, possessed, licensed, operated or leased, or the nature of its activities, makes such qualification necessary, except for such failure which, when taken together with all other such failures, would not constitute a Material Adverse Effect.

     4.2 CAPITALIZATION

          4.2.1 The authorized capital stock of Enpath consists of (i) 20,000,000 shares of Enpath Common Stock, and (ii) 1,000,000 shares of undesignated preferred stock. As of the date of this Agreement: (a) 6,361,727 shares of Enpath Common Stock are issued and outstanding, of which 47,440 shares are Restricted Stock Grants under Enpath’s 1999 Incentive Plan; (b) no shares of preferred stock are issued and outstanding; (c) 10,000 shares of Enpath Common Stock are subject to the Warrant; (d) no shares of Enpath Common Stock are subject to issued and outstanding Options granted under Enpath’s 1989 Incentive Plan; (e) 7,500 shares of Enpath Common Stock are subject to issued and outstanding Options granted under Enpath’s 1991 Non-Qualified Plan; (f) 1,100,000 shares of Enpath Common Stock are reserved for issuance under Enpath’s 1999 Incentive Plan, of which 628,150 shares of Enpath Common Stock are subject to issued and outstanding Options granted under Enpath’s 1999 Incentive Plan; and (g) 400,000 shares of Enpath Common Stock are reserved for issuance under Enpath’s 1999 Non-Employee Director and Medical Advisory Board Plan, of which 148,500 are subject to issued and outstanding Options granted under Enpath’s 1999 Non-Employee Director and Medical Advisory Board Plan. Set forth on Section 4.2 of the Disclosure Schedule is a correct and complete list of each Stock Plan, each Option, each Restricted Stock Grant, the Warrant, and each other equity award, including the holder, date of grant, exercise price, if applicable, vesting schedule and number of shares of Enpath Common Stock subject thereto. Other than the Warrant, all Options or other grants were granted under the Stock Plans and not under any other plan, program or agreement (other than any individual award agreements, forms of which have been made available to Parent). The shares of Enpath Common Stock issuable pursuant to the

Stock Plans and the Warrant have been duly reserved for issuance by Enpath, and upon any issuance of such shares in accordance with the terms of the Stock Plans or Warrant, such shares will be duly authorized, validly issued, fully paid and non-assessable and free and clear from any preemptive or other similar rights. Since December 31, 2006, Enpath has not issued any shares of its capital stock or Rights in respect thereof, except for 95,000 Stock Options and 16,695 shares subject to Restricted Stock Grants under the 1999 Incentive Plan and 3,500 Stock Options under the 1999 Non-Employee Director and Medical Advisory Board Plan and except upon the conversion of the securities or the exercise of the Options referred to above. The outstanding equity securities or other securities of Enpath were issued in compliance in all material respects with the Securities Act or any other applicable federal and state securities laws. All outstanding shares of Enpath Common Stock are duly authorized, validly issued, fully paid and non-assessable and free and clear from any preemptive or other similar rights.

          4.2.2 Except as disclosed in Section 4.2 of the Disclosure Schedule , there are (a) no other Rights, agreements, arrangements, restrictions, or commitments of any character obligating Enpath to issue, sell, redeem, repurchase, acquire or exchange any shares of capital stock of or other equity interests in Enpath or any securities convertible into or exchangeable for any capital stock or other equity interests, or any debt securities of Enpath or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) and (b) no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Enpath may vote (whether or not dependent on conversion or other trigger event). Except as disclosed in Section 4.2 of the Disclosure Schedule , there are no existing registration covenants with respect to Enpath Common Stock or any other securities of Enpath.

          4.2.3 Enpath is not a party to, nor does it hold shares of Enpath Common Stock or other equity securities of Enpath bound by or subject to, any voting agreement, voting trust, proxy or similar arrangement. To Enpath’s knowledge, no shareholder is a party to or holds shares of Enpath Common Stock or other equity securities of Enpath bound by or subject to any voting agreement, voting trust, proxy or similar arrangement.

     4.3 NO SUBSIDIARIES

     Enpath has no Subsidiaries and does not own, directly or indirectly, five percent (5%) or more of the outstanding capital stock or other voting securities of any corporation or other Person.

     4.4 AUTHORITY

          4.4.1 The execution, delivery and performance by Enpath of this Agreement and the consummation by Enpath of the Merger and the other transactions contemplated hereby (the “ Contemplated Transactions ”) are within Enpath’s corporate authority and powers, and, except for obtaining the Enpath Shareholder Approval (as defined below), if required, have been duly authorized by all necessary corporate action on the part of Enpath. The affirmative vote of the holders of a majority of the outstanding shares of Enpath Common Stock in favor of the approval and adoption of this Agreement and the Merger (the “ Enpath Shareholder Approval ”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with

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the consummation of the Merger and the other transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against Enpath in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar applicable Legal Requirements affecting creditors rights generally and by general principles of equity.

     4.5 NO CONFLICT; GOVERNMENTAL AUTHORIZATION; REQUIRED FILINGS AND CONSENTS

          4.5.1 Except as set forth in Section 4.5.1 of Enpath Disclosure Schedule , neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions do, or will, directly or indirectly (with or without notice or lapse of time or both), (a) contravene, violate or conflict with the Articles of Incorporation or By-Laws of Enpath, (b) 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 terminate or cancel or give to others any rights of termination, acceleration or cancellation of (with or without notice or lapse of time or both), or result in the creation of a lien, security interest, pledge, claim, charge or encumbrance of any nature whatsoever (“ Lien ”), except for Permitted Liens, on any of the properties or assets of Enpath pursuant to, any of the terms, conditions or provisions of any Material Contract except for breaches, defaults or violations that would not reasonably be expected to have a Material Adverse Effect.

          4.5.2 The execution and delivery of this Agreement by Enpath does not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Enpath will not, require any consent of or filing with or notification to, any Governmental Entity, except (a) for applicable requirements of the Exchange Act, including the filing of the Proxy Statement (as defined in Section 4.7.9), the Securities Act, State securities laws or “blue sky laws,” (b) the pre-merger notification requirements of the HSR Act and the expiration or termination of any applicable waiting period thereunder, (c) registration of the Offer pursuant to Section 80B.03 of the Minnesota Statutes, and (d) the filing of the Articles of Merger under the MBCA, except where such failure would not reasonably be expected to have a Material Adverse Effect.

     4.6 COMPLIANCE WITH LAW

          4.6.1 To the knowledge of Enpath and except as set forth in Section 4.6 of the Disclosure Schedule , Enpath has been, and is now being, operated in compliance with applicable Legal Requirements for any instances of non-compliance which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Enpath. This Section 4.6.1 does not apply to environmental or pollution-related Legal Requirements or matters, it being the intent and agreement of the Parties that such matters be exclusively the subject of Section 4.14.

          4.6.2 Without limiting the provisions of Sections 4.5.2 above, Enpath has complied in all material respects with all requirements pursuant to the Federal Food Drug and Cosmetic Act, regulations promulgated thereunder by the U.S. Food and Drug Administration (“ FDA ”), and all Legal Requirements administered or issued by any other Governmental Entity

having regulatory authority over products developed, tested, manufactured, distributed or sold by Enpath in the United States, including without limitation applicable FDA, premarket approval and premarket notification requirements. All required notifications and applications have been filed with the FDA and any other such Governmental Entity and have been cleared or approved, as applicable, by the FDA and each such Governmental Entity, for any products tested, distributed or sold by Enpath. Except as set forth in Section 4.6 of the Disclosure Schedule , no Governmental Entity having regulatory authority over Enpath’s products has issued any notice, warning letter or other similar communication to Enpath stating that it is in violation of any Legal Requirements. Except as set forth in Section 4.6 of the Disclosure Schedule , none of Enpath’s products have been recalled, whether voluntary or otherwise, or are or have been subject to device removal or correction reporting requirements, and Enpath has not received notice, either completed or pending or to Enpath’s knowledge, of any proceeding seeking a recall, removal, or corrective action of any products. To Enpath’s knowledge, no employees or agents of Enpath have made an untrue statement of material fact to any Governmental Entity with respect to any product tested, manufactured, distributed, or sold by Enpath, or failed to disclose a material fact required to be disclosed to any Governmental Entity. Except as set forth in Section 4.6 of the Disclosure Schedule , there has been and is no pending or, to Enpath’s knowledge, threatened or anticipated FDA or other Government Entity proceeding, investigation, review, or inquiry relating to Enpath’s development, testing, manufacture distribution, or sale of its products.

     4.7 SEC FILINGS; FINANCIAL STATEMENTS

          4.7.1 Except as set forth in Section 4.7.1 of the Disclosure Schedule , Enpath has timely filed or otherwise furnished all forms, reports, registration statements, schedules, all certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), and the rules and regulations promulgated thereunder, and other documents required to be filed by it with the SEC since January 1, 2004 (the “ SEC Reports ”).

To Enpath’s knowledge, except as disclosed in the SEC Reports or Section 4.7.1 of the Disclosure Schedule , each director and officer (as defined in Rule 16a-1(f) of the Exchange Act) of Enpath has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since the beginning of January 1, 2004.

As used in this Section 4.7.1, the term “file” or “filed” shall be broadly construed to include any manner in which a document or information is furnished, transmitted or otherwise made available to the SEC. Each of Enpath’s SEC Reports:

     (i) complied in all material respects, as of its respective date of filing with the SEC, with the requirements of the Securities Act, and the Exchange Act, as the case may be, and, to the extent then applicable, Sarbanes-Oxley, including in each case, the rules and regulations promulgated thereunder, and

     (ii) did not at the time its were filed and on the date it was amended and supplemented, if applicable, contain any untrue statement of a material fact or omit to state a

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.

          4.7.2 The financial statements contained in the SEC Reports complied as to form in all material respects, as of their respective dates of filing with the SEC, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, subject to normal year-end adjustments consistent with GAAP), and fairly present, in all material respects, the financial condition of Enpath as of the respective dates indicated and the statements of operations, cash flows and changes in shareholders’ equity of Enpath for the periods that ended, except in the case of unaudited quarterly financial statements that were or are subject to normal year-end adjustments consistent with GAAP.

          4.7.3 Except as set forth in Section 4.7.3 of the Disclosure Schedule , Enpath has no liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent, known, unknown or otherwise), except for (a) liabilities disclosed in the consolidated balance sheet of Enpath dated December 31, 2006 (including the notes thereto) or in the SEC Reports filed prior to the date of this Agreement; (b) transaction expenses and other liabilities incurred on behalf of Enpath under this Agreement; (c) liabilities under any Material Contracts; (d) liabilities or obligations incurred since December 31, 2006 in the ordinary course of business consistent with past practice that would not reasonably be expected to have a Material Adverse Effect; (e) liabilities not required by GAAP to be set forth or reserved on a consolidated balance sheet of Enpath or in the notes thereto.

          4.7.4 Enpath is not a party to any Off-Balance Sheet Arrangements. As used herein, “ Off-Balance Sheet Arrangements ” means with respect to any Person, any securitization transaction to which that Person or its Subsidiaries is a party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that Person is a party, under which that Person or