AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the " Agreement ") is entered into as of November 16, 2006, by and among Neuro-Hitech, Inc., f/k/a Neuro-Hitech Pharmaceuticals, Inc., a Delaware corporation (" Buyer "), QA Acquisition Corp., a Delaware corporation (" Buyer Sub "), QA Merger LLC, a Delaware limited liability company (" Buyer LLC "), Q-RNA, Inc., a Delaware corporation (" Company ") and Dr. David Dantzker, as the proposed " Representative " of the Company security holders listed hereto on Exhibit A (the " Company Securityholders ").

RECITALS

A.   The parties intend that, subject to the terms and conditions of this Agreement, Company will engage in a business combination with Buyer pursuant to a two-step process as follows (together, the "Merger"): (i) first, Buyer Sub will merge with and into the Company, with the Company being the surviving corporation of such merger ("Merger 1"), and (ii) promptly after the consummation of Merger 1, the Company will merge with and into Buyer LLC, with Buyer LLC being the surviving entity in such merger ("Merger 2"); all pursuant to the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law and the Delaware Limited Liability Company Act (as appropriate, "Delaware Law"). Upon the effectiveness of Merger 1, (x) all the outstanding capital stock of Company ("Company Stock") will be converted into common stock of Buyer ("Buyer Stock") and warrants to purchase Buyer Common Stock ("Buyer Warrants"), (y) Buyer will assume all outstanding options and warrants to purchase shares of common stock of Company, as provided in this Agreement, and (z) all of the issued and outstanding capital stock of Buyer Sub will be converted into an equal number of shares of the Company’s common stock (the "New Company Stock"). Upon the effectiveness of Merger 2, all of the New Company Stock shall be cancelled and of no further force or effect.

B.   The Merger is intended to be treated as a "reorganization" pursuant to the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the " Code "). As an additional part of the plan of reorganization, the Company’s Convertible Debentures shall be exchanged for Buyer Common Stock and Buyer Warrants.

C.   The board of directors of Company (i) has determined that the Merger is advisable and in the best interests of Company and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the Company stockholders adopt and approve this Agreement and approve the Merger.

In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:

1.1   The Merger . At the Effective Time (as defined in Section 1.2.1), and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Buyer Sub shall be merged with and into the Company, the separate corporate existence of Buyer Sub shall cease, and the Company shall continue as the surviving corporation. Promptly after the effectiveness of Merger 1 but no later than one business day after the consummation of Merger 1, the Company shall be merged with and into Buyer LLC, the separate existence of the Company shall cease, and Buyer LLC shall continue as the surviving entity. The Buyer LLC as the ultimate surviving entity after the Merger is hereinafter sometimes referred to as the "Surviving Entity" and will be governed by the laws of the State of Delaware.

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1.2   Effective Time; Closing .

1.2.1   Subject to the provisions of this Agreement, the parties hereto shall cause Merger 1 to be consummated by filing a Certificate of Merger (" Certificate of Merger 1 ") with the Secretary of State of Delaware in accordance with the relevant provisions of Delaware Law (the time of such filing with the Secretary of State of Delaware or such later time as may be agreed in writing by the Company and Buyer and specified in Certificate of Merger 1, the " Effective Time ") as soon as practicable on or after the Closing Date (as defined in Section 1.2.2). Subject to the provisions of this Agreement, the Buyer shall cause Merger 2 to be consummated by filing a Certificate of Merger (" Certificate of Merger 2 " and together with Certificate of Merger 1, the " Certificates of Merger ") with the Secretary of State of Delaware in accordance with the relevant provisions of Delaware Law as soon as practicable on or after the Effective Time, but effective no later than the one business day after the effective date of Merger 1.

1.2.2   Subject to the earlier termination of this Agreement in Section 8 below, the transactions contemplated hereby shall be consummated by the exchange of documents and instruments (" Closing ") by mail, courier or telecopy promptly following the satisfaction or waiver of all conditions to closing (the " Closing Date "). Concurrently with the Closing, Certificate of Merger 1 and Certificate of Merger 2 will be filed in the office of the Delaware Secretary of State.

1.3   Charter Documents .

1.3.1   Certificates of Incorporation and Formation . At the Effective Time following Merger 1, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall remain in effect. Upon the effectiveness of Merger 2, the certificate of formation of Buyer LLC shall be the certificate of formation of the Surviving Entity, provided   however , that the certificate of formation of the Surviving Entity will be amended to reflect that the name of the Surviving Corporation shall be "Q-RNA, LLC".

1.3.2   Bylaws and Operating Agreement . At the Effective Time following Merger 1, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall remain in effect. Upon the effectiveness of Merger 2, the operating agreement of Buyer LLC shall be the operating agreement of the Surviving Entity, provided however, that the operating agreement of the Surviving Entity will be amended to reflect that the name of the Surviving Corporation shall be "Q-RNA, LLC"

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1.4   Board of Directors and Officers . The directors and corporate officers of the Company immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Company until the effectiveness of Merger 2, at which time they all shall resign. The managers of Buyer LLC immediately prior to the effectiveness of Merger 2 shall continue to be the managers of the Surviving Entity, each to hold office in accordance with the certificate of formation and operating agreement of the Surviving Entity, until their respective successors are duly elected or appointed (as the case may be) and qualified.

1.5   Effect on Capital Stock . By virtue of the Merger 1 and Merger 2, and without any action on the part of Buyer, Buyer Sub, Buyer LLC or the Company:

1.5.1   At the Effective Time, each share of Company Common Stock and Company Preferred Stock validly issued and outstanding prior to the Effective Time shall be changed and converted into the number of shares of Buyer Common Stock and Buyer Warrants set forth on Exhibit B . (The total number of shares of Buyer Common Stock and Buyer Warrants issued pursuant to this Section 1.5.1, Section 1.6 and Section 1.10 shall be referred to herein as the " Merger Consideration "). The Buyer Warrants shall be certificated in a form that is mutually acceptable to Buyer and the Company.

1.5.2   At the Effective Time, any share of Company Common Stock or Company Preferred Stock held in the treasury of the Company immediately prior to the Effective Time shall, by virtue of Merger 1, be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid with respect thereto.

1.5.3   At the Effective Time, each share of Buyer Sub capital stock outstanding immediately prior to the Effective Time will be changed and converted into an identical outstanding share of New Company Stock.

1.5.4   Upon the effectiveness of Merger 2, (i) each share of New Company Stock shall, by virtue of Merger 2, be canceled and retired and cease to exist and no consideration shall be paid with respect thereto, and (ii) each membership interest in Buyer LLC outstanding immediately prior to the effectiveness of Merger 2 will continue to remain issued and outstanding.

1.6   Convertible Debentures . At the Effective Time, the principal amount of the then outstanding Company convertible notes and accrued interest due thereunder (the " Convertible Debentures ") payable to the individuals or entities listed on Exhibit B shall be canceled and exchanged for the number of shares of Buyer Common Stock and Buyer Warrants set forth opposite such individuals or entities’ names on Exhibit B .

1.7   Dissenting Shares . Holders of shares of Company Stock who have complied with all requirements for perfecting stockholders’ rights of appraisal, as set forth in Section 262 of the Delaware Law, shall be entitled to their rights under Delaware Law with respect to such shares (" Dissenting Shares ").

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1.8   No Fractional Shares . No fractional shares of Buyer Common Stock or Buyer Warrants will be issued in connection with the Merger, but in lieu thereof each holder of Company Stock or Convertible Debentures who would otherwise be entitled to receive a fraction of a share of Buyer Common Stock or Buyer Warrants will receive from Buyer, promptly after the Effective Time, a number of shares of Buyer Common Stock or Buyer Warrants rounded up or down to the nearest whole number.

1.9   Exchange of Certificates .

1.9.1   Exchange Agent . Buyer shall act as exchange agent (the " Exchange Agent ") in the Merger. Prior to the Closing Date, Buyer shall obtain from Empire Stock Transfer Inc., Buyer’s transfer agent, certificates representing the shares of Buyer Common Stock issuable to the Company Securityholders pursuant to this Agreement.

1.9.2   Exchange Procedures . At the Closing upon surrender, as appropriate, of (i) certificates representing shares of Company Stock, (ii) original agreements representing warrants to acquire Company Stock, and (iii) original instruments evidencing Convertible Debentures (as applicable for each Company Securityholder, " Company Securities "), in each case for cancellation to the Buyer, together with a duly executed counterpart signature page to the Stakeholder Agreement (as defined in Section 1.14 below), the holder of such Company Securities shall be entitled to receive in exchange therefor, and subject to Section 9.9 below, Buyer shall issue and deliver to such holder or the Representative for further distribution to such holder, one or more certificates representing that number of whole shares of Buyer Common Stock and the Buyer Warrants set forth opposite such Company Securityholders’ name on Exhibit B , and the Company Securities so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 1.9, each Company Security shall be deemed, on and after the Effective Time, to evidence the ownership of the number of Buyer Warrants and full shares of Buyer Common Stock into which such Company Securities shall have been so converted.

1.9.3   Distributions with Respect to Unsurrendered Certificates . No dividends or other distributions declared or made after the Effective Time with respect to Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Securities with respect to Buyer Common Stock represented thereby, until the holder of record of such Certificate shall surrender such Company Securities. Subject to the effect of applicable laws, following surrender of any such Company Securities, there shall be paid to the record holder of the certificates representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Buyer Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Buyer Common Stock.

1.9.4   No Further Ownership Rights in Company Securities . All Buyer Warrants and shares of Buyer Common Stock issued upon the surrender for exchange of such Company Securities in accordance with the terms of this Agreement (including any cash paid pursuant to Section 1.9.3) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Securities. After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Entity or Company of the Company Securities which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Securities are presented to the Surviving Entity or Buyer for any reason, they shall be canceled and exchanged as provided in this Section 1.9.

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1.9.5   No Liability . Neither Buyer nor Company shall be liable to any holder of shares of Company Securities for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.9.6   Lost, Stolen or Destroyed Certificates . In the event any Company Securities shall have been lost, stolen or destroyed, the Buyer shall issue in exchange for such lost, stolen or destroyed Company Securities, upon the making of an affidavit of that fact by the holder thereof, such Buyer Warrants, shares of Buyer Common Stock, and any dividends or distributions payable pursuant to this Section 1.9.

1.10   Assumption of Options and Warrants . Promptly after the Effective Time, Buyer will notify in writing each holder of a Company Option or Company Warrant of the assumption of such Company Option or Warrant by Buyer, and the number of shares of Buyer Common Stock that are then subject to such option and the exercise price of such option, as determined pursuant to Section 1.11 hereof. " Company Option " means any option or right granted, and not exercised or expired, to a current or former employee, director or independent contractor of the Company or any predecessor thereof to purchase Company Common Stock pursuant to any stock option, stock bonus, stock award or stock purchase plan, program or arrangement of the Company or any predecessor thereof or any other contract or agreement entered into by the Company. " Company Warrant " means any warrant, exchangeable or convertible securities or other rights or agreements to purchase or otherwise acquire any Company Common Stock other than the Company Options, the Company Preferred Stock and the Convertible Debentures.

1.11   Company Options and Company Warrants .

1.11.1   Options . At the Effective Time, each holder of an outstanding Company Option to purchase Company Common Stock granted: (i) under Company’s 2002 Stock Incentive Plan, as amended (the " Company Stock Plan "), and (ii) to Dr. Donald F. Weaver pursuant to that certain Option Agreement dated as of July 18, 2005 (" Weaver Option "), shall be entitled, in accordance with the terms of such option, to purchase after the Effective Time that number of shares of Buyer Common Stock set forth opposite such option holder’s name in the column entitled "Number of NHI Options" on page 2 of Exhibit B (" Buyer Options "), and the exercise price per share for each such Option will be equal to the exercise price   set forth opposite such option holder’s name in the column entitled "NHI Exercise Price" on page 2 of Exhibit B . All Buyer Options shall be fully vested and exercisable immediately after the Effective Time. The other terms of the Company Options will be unchanged; provided, that within 12 months following the Closing, Buyer shall seek the approval of Buyer’s stockholders for the treatment of the Buyer Options as "incentive stock option" under Section 422 of the Code, and if Buyer’s stockholders shall not so approve, the Buyer Options shall be non-qualified stock options, to the extent required by law. For the avoidance of doubt, notwithstanding the right of Company Securityholders to receive Buyer Warrants at the Closing as part of the Merger Consideration, no Buyer Warrants will be issued upon the exercise of any Company Option after the Effective Time.

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1.11.2   Warrants . At the Effective Time, each outstanding warrant to purchase shares of Company Common Stock (each a " Company Warrant "), whether or not exercisable, will be assumed by Buyer. Each Company Warrant so assumed by Buyer under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Warrant immediately prior to the Effective Time (including, without limitation, any vesting provisions), except that (i) each Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Buyer Common Stock set forth opposite such warrant holder’s name on Exhibit B and (ii) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Company Warrant will be equal to the exercise price of the Buyer Warrants. For the avoidance of doubt, notwithstanding the right of Company Securityholders to receive Buyer Warrants at the Closing as part of the Merger Consideration, no Buyer Warrants will be issued upon the exercise of any Company Warrant after the Effective Time.

1.12   Reallocation of Merger Consideration . It is expressly acknowledged that, as a result of the exercise and/or cancellation of Company Options and Company Warrants, as well as internal negotiations among the Company Securityholders, it may be necessary for Exhibit B to be amended following the date of this Agreement. The Company shall be entitled, from time to time (but not more than 2 days prior to the Closing), to submit to Buyer a revised version of Exhibit B reallocating the Merger Consideration among the Company Securityholders, provided that any such revised Exhibit B shall not result in the Buyer issuing more Merger Consideration than is set forth on the original Exhibit B attached to this Agreement.

1.13   Further Assurances . Company agrees that if, at any time before or after the Effective Time, Buyer considers or is advised that any further deeds, assignments or assurances are reasonably necessary or desirable to vest, perfect or confirm in Buyer title to any property or rights of Company, Buyer and its proper officers and directors may execute and deliver all such proper deeds, assignments and assurances and do all other things necessary or desirable to vest, perfect or confirm title to such property or rights in Buyer and otherwise to carry out the purpose of this Agreement, in the name of Company or otherwise.

1.14   Appointment of Representative; Agreements Binding on Company Securityholders . The (a) holders of Convertible Debentures, Company Warrants and Company Options through the execution of an Omnibus Stakeholder Agreement attached hereto as Exhibit C (" Stakeholder Agreement ") will have, and (b) the Company stockholders by virtue of having approved and adopted this Agreement under Delaware Law will, as a specific term of the Merger, will be deemed to have (i) irrevocably constituted and appointed, effective as of the Effective Time, Dr. David Dantzker (together with his/her/its permitted successors, the " Representative "), as their true and lawful agent, proxy and attorney-in-fact, to exercise all or any of the powers, authority and discretion conferred on him or her under this Agreement, or any letter of transmittal delivered in accordance with the provisions of Section 1.9 hereof and (ii) irrevocably agreed to, and be bound by and comply with, all of the obligations of the Company Securityholders set forth in Section 9 with respect to the indemnification of the Buyer. The Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable.

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1.15   Securities Law Issues.  

1.15.1   Based in part on the representations of the Company Securityholders made in the "accredited investor" questionnaires described in Section 7.15, the Buyer Common Stock and Buyer Warrants to be issued in the Merger will be issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the " Securities Act ") and/or Rule 506 under Regulation D promulgated under the Securities Act and applicable state securities laws.

1.15.2   The shares of Buyer Common Stock and Buyer Common Stock issuable upon exercise of the Buyer Warrants will not have been registered and will be deemed to be "restricted securities" under federal securities laws and may not be resold without registration under or exemption from the Securities Act. Each certificate evidencing shares of Buyer Common Stock and Buyer Common Stock issuable upon exercise of the Buyer Warrants will bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO NEURO-HITECH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Any certificates issued as evidence for the Buyer Warrants shall bear a similar legend.

1.16   Tax Free Reorganization . The parties intend to adopt this Agreement as a "plan of reorganization" and shall treat the effect of Merger 1 and Merger 2 for purposes of the Code as if the Company merged with and into Buyer in accordance with the provisions of Section 368(a)(1)(A) of the Code and analogous state law. The parties believe that the value of the Merger Consideration to be received in Merger 1 is approximately equal to the value of (i) the Company Stock to be surrendered in exchange therefor, and (ii) the Company Options to be assumed by the Buyer pursuant to Section 1.11.1 above. The Buyer Stock and Buyer Warrants issued in the Merger will be issued solely in exchange for the Company Stock and assumption of Company Options, and no other transaction other than the Merger represents, provides for or is intended to be an adjustment to, the consideration paid for the Company Stock. Except for the Buyer Warrants and cash paid for Dissenting Shares, no consideration that could constitute "other property" within the meaning of Section 356 of the Code is being paid by Buyer for the Company Stock in the Merger, other than possibly items described in Section 10.7. The parties intend and shall treat the Spinoff (as hereinafter described) as a distribution to the Company Securityholders that qualifies under Section 355(a)(1)(A) of the Code and any analogous state provision. The parties shall not take any position on any tax returns inconsistent with this Section 1.16 and will not take, nor fail to take, any action, which action or failure would jeopardize the qualification of the Merger as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Code or the qualification of Spinoff as a distribution under Section 355(a)(1)(A), provided that neither Buyer nor Buyer Sub shall thereby be required to alter the Merger Consideration. The provisions and representations contained or referred to in this Section 1.16 shall survive until the expiration of the applicable statute of limitations.

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Except as set forth on the Company Disclosure Letter (the " Company Disclosure Schedule ") delivered to Buyer and Buyer Sub herewith, Company hereby represents and warrants to Buyer and Buyer Sub as set forth in this Section 2. The Company Disclosure Schedule shall be arranged in Sections and Subsections corresponding to the numbered Sections and Subsections contained in this Section 2. The disclosures in any Section of the Disclosure Schedule shall qualify (i) the corresponding Subsection in this Section 2, and (ii) other Subsections in this Section 2 to the extent it is reasonable from a reading of the disclosure (notwithstanding the absence of a specific cross reference) that such disclosure is applicable to such other Subsections.

2.1   Organization and Good Standing . Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and as proposed to be conducted, and is qualified as a foreign corporation in each jurisdiction listed on Section 2.1 of the Company Disclosure Schedule. Except as listed on Section 2.1 of the Company Disclosure Schedule, Company does not own or lease any real property, has no employees and does not maintain a place of business in any foreign country or in any state of the United States other than New York. 

2.2   Power, Authorization and Validity .

2.2.1   Power and Capacity . Company has the right, power, legal capacity and authority to enter into and, subject to receipt of appropriate approvals from the holders of Company Stock, perform its obligations under this Agreement, and all agreements to which Company is or will be a party that are required to be executed pursuant to this Agreement (the " Company Ancillary Agreements "). The execution, delivery and performance of this Agreement and the Company Ancillary Agreements have been duly and validly approved and authorized by Company’s board of directors as required by applicable law and Company’s certificate of incorporation and bylaws.

2.2.2   No Filings . No filing, authorization or approval, governmental or otherwise, is necessary to enable Company to enter into, and to perform its obligations under, this Agreement and the Company Ancillary Agreements, except for (a) the filing of the Certificates of Merger with the Delaware Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which Company is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, (c) the approval of the Company stockholders of the transactions contemplated hereby, (d) consent of all of the holders of Convertible Debentures, (e) consent of the holders of Company Options and Company Warrants, (e) consents required under contracts disclosed in Section 2.6 of the Company Disclosure Schedule as exceptions to the representation made in the last sentence of Section 2.6 below.

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2.2.3   Binding Obligation . Subject to approval of this Agreement and the Merger by the Company stockholders, this Agreement and the Company Ancillary Agreements are, or when executed by Company will be, valid and binding obligations of Company enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificates of Merger will not be effective until filed with the Delaware Secretary of State.

2.3   Capitalization .

2.3.1   Authorized and Outstanding Capital Stock . The authorized capital stock of Company consists of 7,840,000 shares of Common Stock, $0.001 par value per share, of which 3,552,866 shares are issued and outstanding and 2,462,000 shares of convertible Preferred Stock,   $0.001   par value per   share, of which 2,441,718 shares are issued and outstanding. Each of the Company stockholders holds good and marketable title to such Company shares, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws and as set forth in the Company’s Amended and Restated Stockholders Agreement dated as of December 13, 2002, which shall be terminated on or prior to the Closing Date). All issued and outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the certificate of incorporation or bylaws of Company, or any agreement or document to which Company is a party or by which it is bound and have been offered, issued, sold and delivered by Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued, except pursuant to that certain Amended and Restated Registration Rights Agreement dated as of December 13, 2002, which shall be terminated on or prior to the Closing Date. There is no liability for dividends accrued but unpaid with respect to Company’s outstanding securities.

2.3.2   Options/Rights . An aggregate of 2,600,000 shares of Company Common Stock are reserved and authorized for issuance pursuant to the Company Stock Plan, of which options to purchase a total of 1,797,312 shares of Company Common Stock are outstanding. Except for (i) the Weaver Option, (ii) those options outstanding under the Company Stock Plan, and (iii) as disclosed in Section 2.3.2 of the Company Disclosure Schedule, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any of Company’s authorized but unissued capital stock or any securities or debt convertible into or exchangeable for shares of Company Preferred Stock and Company Common Stock or obligating Company to grant, extend or enter into such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement. Company has delivered to Buyer a correct and complete list of each Company Option and Company Warrant outstanding as of the date hereof, including the name of the holder of such Company Option or Company Warrant, the number of shares covered by such Company Option or Company Warrant, the per share exercise price of such Company Option or Company Warrant and the vesting commencement date and vesting schedule applicable to each such Company Option, including the number of shares vested as of the date of this Agreement. Except as set forth in Section 2.3.2 of the Company Disclosure Schedule and Exhibit B , no other outstanding option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement, whether under the Company Stock Plan or otherwise, will be accelerated in connection with the Merger. Any acceleration of options to purchase Company Common Stock has been done in accordance with the terms of the Company Plan or with the consent or approval of the holders of such securities.

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2.4   Securityholder Lists and Agreements . 

2.4.1   Included as Section 2.4.1 of the Company Disclosure Schedule is a true, complete and correct list of all of Company Securityholders, including holders of Company Stock, holders of Company Options, Company Warrants and Convertible Debentures, showing the shares of Company Stock or other securities of the Company held by each such Company Securityholder as of the date of this Agreement, and the number of shares of Company Common Stock into which such securities are convertible or exercisable.

2.4.2   Except as provided in the Company’s Certificate of Incorporation, as amended, this Agreement or the Company Disclosure Schedule, there are no agreements, written or oral, between the Company and any holder of its securities or among any holders of the Company's securities relating to the acquisition (including without limitation rights of first refusal, anti-dilution or pre-emptive rights), disposition, registration under the Securities Act or voting of the capital stock of the Company.

2.5   Subsidiaries . Upon completion of the Spinoff (as defined in Section 4.17 below), the Company will not have any subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity.

2.6   No Violation of Existing Agreements . Neither the execution and delivery of this Agreement nor any Company Ancillary Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of (a) any provision of the certificate of incorporation or bylaws of Company, as currently in effect, (b) in any material respect, any material instrument or contract to which Company is a party or by which Company is bound, or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Company or its assets or properties. Except as set forth on the Company Disclosure Schedule, the consummation of the Merger and the transfer to Buyer of all material rights, licenses, franchises, leases and agreements of Company will not require the consent of any third party.

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2.7   Litigation . There is no action, proceeding, claim or investigation pending against Company before any court or administrative agency that if determined adversely to Company may reasonably be expected to have a Material Adverse Effect (as defined below) on the present or future operations or financial condition of Company, nor, to the Company’s Knowledge (as defined below), has any such action, proceeding, claim or investigation been threatened (collectively, " Actions "). There is, to the Company’s Knowledge, no reasonable basis for any stockholder or former stockholder of Company, or any other person, firm, corporation, or entity, to assert a claim against Company or Buyer based upon: (a) ownership or rights to ownership of any shares of Company Stock (except for dissenter’s rights with respect to shares of Buyer Common Stock issuable by virtue of the Merger), (b) any rights as a Company Securityholder, including any option or preemptive rights or rights to notice or to vote, or (c) any rights under any agreement among Company and its stockholders.

For purposes of this Agreement, the term " Material Adverse Effect " when used in connection with an entity means any change, event or effect whether or not such change, event or effect is caused by or arises in connection with a breach of a representation, warranty, covenant or agreement of such entity in this Agreement that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition, operations or results of operations of such entity taken as a whole, except to the extent that any such change, event, circumstance or effect solely results from (i) changes in general economic conditions, or (ii) changes affecting the industry generally in which such entity operates (provided that such changes do not affect such entity in a substantially disproportionate manner).

For purposes of this Agreement the term " Knowledge " means with respect to a party hereto, with respect to any matter in question, that any of the officers of such party has actual knowledge of such matter.

2.8   Taxes . (a) Company has filed all federal, state, local and foreign tax returns required to be filed, which returns are true, correct and complete in all material respects, has paid all taxes required to be paid in respect of all periods for which returns have been filed, has established an adequate accrual or reserve for the payment of all taxes payable in respect of the periods subsequent to the periods covered by the most recent applicable tax returns, and has made all necessary estimated tax payments. Company is not delinquent in the payment of any tax or in the filing of any tax returns, and no deficiencies for any tax have been threatened, claimed, proposed or assessed. There are no liens for taxes (other than taxes not yet due and payable) on any of the assets of the Company. The Company is not currently the beneficiary of any extension of time within which to file any tax return. The Company has delivered to Buyer correct and complete copies of all federal income tax returns, examination reports and statements of deficiencies assessed against or agreed to by the Company since December 31, 2001. No tax return of Company has ever been audited by the Internal Revenue Service or any state taxing agency or authority. For the purposes of this Section, the terms " tax " and " taxes " include all federal, state, local and foreign income, gains, franchise, excise, property, sales, use, employment, license, payroll, occupation, recording, value added or transfer taxes, governmental charges, fees, levies or assessments (whether payable directly or by withholding), and, with respect to such taxes, any estimated tax, interest and penalties or additions to tax and interest on such penalties and additions to tax.

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(b)   None of the Company or any of its subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Code Section 280G (or any corresponding provision of state, local or foreign tax law). None of the company or any of its subsidiaries has been a U.S. real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii). None of the Company or any of its subsidiaries (A) is a party to or bound by any tax allocation or sharing agreement, (B) has been a member of an affiliated group filing a consolidated federal income tax return (other than a group of which the common parent was the Company) or (C) has any liability for the taxes of any person (other than the Company or its subsidiaries) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(c)   None of the Company or its subsidiaries (other than Spinco after the Spinoff) will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Closing Date as a result of any

(d)   The unpaid taxes of the Company and its subsidiaries did not as of the date of the Company Balance Sheet exceed the reserve for tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of such Balance Sheet (rather than in any notes thereto) and will not exceed that reserve as adjusted for operations and transactions in the ordinary course of the Company’s business through the Closing Date in accordance with the past custom and practice of the Company and its subsidiaries in filing their tax returns.

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2.9   Company Financial Statements . Attached as Section 2.9 of the Company Disclosure Schedule are true, complete and correct copies of the following financial statements (collectively, the " Company Financial Statements "): (i) the Company’s audited balance sheet as of December 31, 2005 and December 31, 2004 and income statement and statement of cash flows for the years then ended and (ii) the Company’s unaudited balance sheet (the " Company Balance Sheet "), statement of cash flows and income statement each dated as of August 31, 2006. The Company Financial Statements (a) are in accordance with the books and records of Company, (b) fairly present the financial condition of Company at the date therein indicated and the results of operations for the period therein specified and (c) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except that the Company Balance Sheet lacks footnotes and other presentation items and is subject to normally-recurring year-end audit adjustments). Except as set forth on the Company Disclosure Schedule, Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Company Financial Statements, except for expenses incurred in connection with the transactions contemplated by this Agreement and those that may have been incurred after the date of the Company Financial Statements in the ordinary course of its business, consistent with past practice and that are not material in amount either individually or collectively.

2.10   Title to Properties . Except as set forth on the Company Disclosure Schedule and except for those assets included in the Spinoff, the Company has good and marketable title to all of its assets as shown on the Company Balance Sheet, free and clear of all liens, charges, restrictions or encumbrances (other than for taxes not yet due and payable). All machinery and equipment included in such properties is in good condition and repair, normal wear and tear excepted, and all leases of real or personal property to which Company is a party are fully effective and affords Company peaceful and undisturbed possession of the subject matter of the lease. Company is not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement or other law or regulation applicable to the operation of the Company’s owned or leased properties (the violation of which would have a Material Adverse Effect on its business), nor has the Company received any notice of violation with which it has not complied.

2.11   Absence of Certain Changes . Except as set forth on the Company Disclosure Schedule, since the date of the Company Balance Sheet, there has not been with respect to Company:

(a)   Except for the disposition of assets, liabilities and business expressly contemplated by the Spinoff, any change in the financial condition, properties, assets, liabilities, business or operations thereof which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or will have a Material Adverse Effect thereon;

(b)   any contingent liability incurred thereby as guarantor or otherwise with respect to the obligations of others;

(c)   any mortgage, pledge, encumbrance or lien placed on any of the properties or assets, tangible or intangible, thereof;

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(d)   any material obligation or liability incurred thereby other than obligations and liabilities incurred in the ordinary course of business;

(e)   except for any disposition of assets expressly contemplated by the Spinoff, any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the properties or assets thereof other than in the ordinary course of business;

(f)   any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, assets or business thereof;

(g)   except for any disposition of assets or stock dividend expressly contemplated by the Spinoff, any declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the capital stock thereof, any split, combination or recapitalization of the capital stock thereof or any direct or indirect redemption, purchase or other acquisition of the capital stock thereof;

(h)   any labor dispute or claim of unfair labor practices, any change in the compensation payable or to become payable to any of its officers, employees or agents, or any bonus payment or arrangement made to or with any of such officers, employees or agents;

(i)   except as expressly contemplated as part of the Spinoff, any change with respect to the management, supervisory or other key personnel thereof;

(j)   except as expressly contemplated by the Spinoff, any payment or discharge of a material lien or liability thereof which lien was not either shown on the Company Balance Sheet or incurred in the ordinary course of business thereafter;

(k)   except as expressly contemplated by the Spinoff, any obligation or liability incurred thereby to any of its officers, directors or stockholders or any loans or advances made thereby to any of its officers, directors or stockholders except normal compensation and expense allowances payable to officers; or

(l)   except as expressly contemplated as part of the Spinoff, any agreement to do any of the foregoing.

2.12   Contracts and Commitments . Except as set forth on Section 2.12 of the Company Disclosure Schedule delivered to Buyer herewith, and after giving effect to the Spinoff, the Company is not a party to any contract, obligation or commitment which is material to the business of Company which involves a potential commitment in excess of $10,000 or any stock redemption or purchase agreement, financing agreement, license, lease or franchise. A copy of each agreement or document listed on Section 2.12 of the Company Disclosure Schedule has been delivered to Buyer or Buyer’s counsel. Company is not in default in any material respect under any contract, obligation or commitment listed on Section 2.12 of the Company Disclosure Schedule or that is otherwise material to the business of Company. Company does not have any material liability for renegotiation of government contracts or subcontracts.

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2.13   Intellectual Property . 

2.13.1   Section 2.13.1 of the Company Disclosure Schedule sets forth true, complete and correct lists of:

(a)   all patents and pending patent applications;

(b)   all trademark registrations (including Internet domain name registrations) and pending trademark applications; and

(c)   all copyright registrations and pending copyright applications

owned by the Company or that the Company has licensed and that is material to the business of the Company, as of the date of this Agreement, after giving effect to the Spinoff (collectively, the " Company Registered Intellectual Property ").

2.13.2   Except as set forth in the Company Disclosure Schedule, all of the Company Registered Intellectual Property is owned by or exclusively licensed to the Company.

2.13.3   All of the Company Registered Intellectual Property is valid, subsisting, in full force and effect (except with respect to applications), and has not expired or been canceled or abandoned.

2.13.4   There is no pending or, to the Knowledge of the Company, threatened (and at no time within the two years prior to the date of this Agreement has there been pending any) Action before any court, government agency or arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of Company Registered Intellectual Property. Neither the Company, nor to the Knowledge of the Company, any of its licensors, is a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments or orders resulting from Actions which permit third parties to use any of the Company Registered Intellectual Property.

2.13.5   The Company owns, or has valid rights to use, all of the Intellectual Property used in the business of the Company as currently conducted, after giving effect to the Spinoff.

2.13.6   After giving effect to the Spinoff, the owned Company Registered Intellectual Property does not unlawfully infringe and, to the Knowledge of the Company no other Company Registered Intellectual Property unlawfully infringes, upon any Intellectual Property or other proprietary right owned by any third party.

2.13.7   To the Company’s Knowledge, no third party is misappropriating, infringing or violating any Intellectual Property owned by, or licensed to, the Company that is material to the business of the Company as currently conducted, after giving effect to the Spinoff, and no Intellectual Property or other proprietary right misappropriation, infringement or violation Actions have been brought against any third party by the Company which remain unresolved.

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2.13.8   There is no pending or, to the Knowledge of the Company, threatened (and at no time within the two years prior to the date of this Agreement has there been pending any) Action alleging that the activities or the conduct of the Company’s business dilutes, misappropriates, infringes, violates or constitutes the unauthorized use of, or will dilute, misappropriate, infringe upon, violate or constitute the unauthorized use of the Intellectual Property of any third party. The Company is not party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments, or orders resulting from any Action which (i) restricts the Company’s rights to use any Intellectual Property, (ii) restricts the Company’s business in order to accommodate a third party’s Intellectual Property or (iii) requires any future payment by the Company.

2.13.9   The Company requires each new relevant employee to execute a noncompetition, nonsolicitation, nondisclosure and developments agreement in the Company’s standard form as set forth in Section 2.13.9 of the Company Disclosure Schedule. Other than under an appropriate confidentiality or nondisclosure agreement or contractual provision relating to confidentiality and nondisclosure, there has been no disclosure to any third party of material confidential information or trade secrets of the Company related to any material proprietary product currently being marketed, sold, licensed or developed by the Company, after giving effect to the Spinoff (each such product, a " Proprietary Product "). All employees of the Company who have made material contributions to the development of any Proprietary Product have signed noncompetition, nonsolicitation, nondisclosure and developments agreements substantially in the form attached to Section 2.13.9 of the Company Disclosure Schedule. All consultants and independent contractors who have made material contributions to the development of any Proprietary Product have entered into a work-made-for-hire agreement or have otherwise assigned to the Company (or a third party that previously conducted any business currently conducted by the Company and that has assigned its rights in such Proprietary Product to the Company) all of their right, title and interest (other than moral rights, if any) in and to the portions of such Proprietary Product developed by them in the course of their work for the Company. Assignments of the patents, patent applications, copyrights and copyright applications listed in Section 2.13.1 of the Company Disclosure Schedule to the Company have been duly executed and filed with the United States Patent and Trademark Office or Copyright Office, as applicable.

2.13.10   Except as set forth on the Company Disclosure Schedule and after giving effect to the Spinoff, the Company does not have any obligation to pay any third party any future royalties or other fees for the continued use of Intellectual Property and the Company will not have any obligation to pay such royalties or other fees arising from the consummation of the transactions contemplated by this Agreement.

2.13.11   The Company is not in material violation of any Contract to which the Company is party or otherwise bound, nor will the consummation by the Company of the transactions contemplated hereby, result in any material violation, loss or impairment of ownership by the Company of, or the right of the Company to use, any Intellectual Property that is material to the business of the Company as currently conducted, after giving effect to the Spinoff, nor require the consent of any Governmental Authority or third party with respect to any such Intellectual Property. The Company is not a party to any Contract under which a third party would have or would be entitled to receive a license or any other right to any Intellectual Property of Buyer or any of Buyer’s affiliates as a result of the consummation of the transactions contemplated by this Agreement nor would the consummation of such transactions result in the amendment or alteration of any such license or other right which exists on the date of this Agreement.

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2.13.12   For purposes of this Agreement, " Intellectual Property " shall mean trademarks, service marks, trade names, slogans, logos, trade dress, internet domain names and other similar designations of source or origin, together with all goodwill, registrations and applications related to the foregoing; patents, utility, models and industrial design registrations or applications (including without limitation any continuations, divisionals, continuations-in-part, provisionals, renewals, reissues, re-examinations and applications for any of the foregoing); copyrights and copyrightable subject matter (including without limitation any registration and applications for any of the foregoing, but excluding any off-the-shelf software); mask works rights and trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies; and computer programs (whether in source code, object code or other form) in each case used in or necessary for the conduct of the business of the party making such representation, as currently conducted and as planned to be conducted, whether such Intellectual Property is owned by such party or a third party.

2.14   Compliance with Laws . Company has complied, or prior to the Closing Date will have complied, and is or will be at the Closing Date in full compliance, in all material respects with all applicable laws, ordinances, regulations, and rules, and all orders, writs, injunctions, awards, judgments, and decrees applicable to it or to the assets, properties, and business thereof (the violation of which would have a Material Adverse Effect upon its business), including, without limitation: (a) all applicable federal and state securities laws and regulations, (b) all applicable federal, state, and local laws, ordinances, regulations, and all orders, writs, injunctions, awards, judgments, and decrees pertaining to (i) the sale, licensing, leasing, ownership, or management of its owned, leased or licensed real or personal property, products and technical data, (ii) employment and employment practices, terms and conditions of employment, and wages and hours and (iii) safety, health, fire prevention, environmental protection, toxic waste disposal, building standards, zoning and other similar matters (c) the Export Administration Act and regulations promulgated thereunder and all other laws, regulations, rules, orders, writs, injunctions, judgments and decrees applicable to the export or re-export of controlled commodities or technical data and (d) the Immigration Reform and Control Act. Company has received all permits and approvals from, and has made all filings with, third parties, including government agencies and authorities, that are necessary in connection with its present business. There are no legal or administrative proceedings or investigations pending or threatened, that, if enacted or determined adversely to Company, would result in any material adverse change in the present or future operations or financial condition thereof.

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2.15   Certain Transactions and Agreements .

2.15.1   None of the officers or directors of Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). After giving effect to the Spinoff, none of said officers or directors, or any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with Company, except for normal compensation for services as an officer, director or employee thereof. None of said officers or directors or family members has any interest in any property, real or personal, tangible or intangible, including inventions, patents, copyrights, trademarks or trade names or trade secrets, used in or pertaining to the business of Company, except for the normal rights of a stockholder.

2.15.2   No officer or director of Company or any "affiliate" or "associate" (as those terms are defined in Rule 405 promulgated under the Securities Act) of any such person has had, either directory or indirectly, a material interest in: (i) any person or entity which purchases from or sells, licenses or furnishes to Company any goods, property, technology or intellectual or other property rights or services; or (ii) any contract or agreement to which Company is a party or by which it may be bound or affected.

2.16   Benefit Plans .

2.16.1   For purposes of this Agreement, the term " Plan " means any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), whether or not subject to ERISA), any other bonus, profit sharing, compensation, pension, retirement, "401(k)," "SERP," severance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase, restricted stock, tuition refund, service award, company car or car allowance, scholarship, housing or living allowances, relocation, disability, accident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, non-competition, other material plan, agreement, policy, trust fund or arrangement (whether written or unwritten, insured or self-insured), and any plan subject to Sections 125, 127, 129, 137 or 423 of the Code, currently maintained, sponsored or contributed to by an entity or any trade or business, whether or not incorporated, that together with the entity would be deemed to be a "single employer" within the meaning of Section 4001(b) of ERISA (an " ERISA Affiliate "). Each Company Plan is in writing. Section 2.16.1 of the Company Disclosure Schedule includes a true and complete list of all Company Plans, and the Company has provided or made available to Buyer a complete copy of each Company Plan as well as, if applicable, a copy of each trust or other funding arrangement, each summary plan description and summary of material modifications, the most recent application for determination letter submitted to the IRS and the most recent determination letter received from the IRS. The Company has made available to Buyer true and complete copies of all Form 5500 Series annual reports for each Company Plan in respect of each of the last three full plan years, together with all schedules, attachments, and related opinions and copies of any correspondence from or to the IRS, the Department of Labor or other U.S. government departments or agencies relating to an audit or penalty assessment with respect to any Company Plan or relating to requested relief from any liability or penalty relating to any Company Plan.

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2.16.2   The Company is and has been in material compliance with the terms of each Company Plan.

2.16.3   Each Company Plan and each funding vehicle related to such Plan is currently in compliance in all material respects with, and has been administered and operated in compliance in all material respects with, its terms and all applicable statutes, orders, rules and regulations. Each Company Plan which is intended to be a "qualified plan" as described in Section 401(a) of the Code has been determined by the IRS to so qualify, and to the Knowledge of the Company there are no facts which might adversely affect such qualification.

2.16.4   Neither the Company nor its ERISA Affiliates maintains, sponsors or contributes to any single employer plan (as such term is defined in Section 4001(b) of ERISA) subject to Title IV of ERISA or any "multiemployer plan" (as such term is defined in Section 3(37) of ERISA), nor have they incurred any material liability, including without limitation withdrawal liability, with respect to any such Plan that remains unsatisfied.

2.16.5   No Company Plan is funded by, associated with or related to a "voluntary employees’ beneficiary association" within the meaning of Section 501(c)(9) of the Code.

2.16.6   The Company has made or will accrue prior to the Closing Date all payments and contributions (including insurance premiums) due and payable as of the Closing Date to each Company Plan as required to be made under the terms of such Plan.

2.16.7   To the Knowledge of the Company, with respect to all Company Plans and related trusts, there are no "prohibited transactions," as that term is defined in Section 406 of ERISA or Section 4975 of the Code, that have occurred which could subject any Company Plan, related trust or party dealing with any such Plan or related trust to any tax or penalty on prohibited transactions imposed by Section 501(i) of ERISA or Section 4975 of the Code.

2.16.8   There are no actions, suits, arbitrations or claims (other than routine claims for benefits by employees of the Company, beneficiaries or dependents of such employees arising in the normal course of operation of a Company Plan) pending, or to the Knowledge of the Company, threatened, with respect to any Company Plan or any fiduciary or sponsor of a Company Plan with respect to their duties under such Plan or the assets of any trust under any such Plan.

2.16.9   The Company has complied in all material respects with the health care continuation requirements of Section 601, et. seq. of ERISA with respect to employees and their spouses, former spouses and dependents.

2.16.10   The Company does not have any obligations under any Company Plan to provide post-retirement medical benefits to any employee or any former employee of the Company other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and Section 4980B of the Code or applicable state law.

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2.16.11   Neither the negotiation and execution of this Agreement, nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, (i) entitle any current or former employee or officer of the Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer.

2.16.12   The Company is not a party to, or otherwise obligated under, any contract, agreement, plan or arrangement covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by Parent, the Company or any of their respective affiliates by reason of Section 280G of the Code or that could be subject to Section 4999 of the Code.

2.17   Corporate Documents . Company has made available to Buyer for examination all documents and information listed in the Company Disclosure Schedule, other Exhibits called for by this Agreement and documents requested by Buyer’s legal counsel, including, without limitation, the following: (a) copies of Company’s certificate of incorporation and bylaws as currently in effect; (b) its Minute Book containing all records of all proceedings, consents, actions, and meetings of the stockholders, the board of directors and any committees thereof; (c) its stock ledger and journal reflecting all stock issuances and transfers; and (d) all permits, orders, and consents issued by any regulatory agency with respect to Company, or any securities of Company, and all applications for such permits, orders, and consents.

2.18   No Brokers . Neither Company nor any of the Company Securityholders is obligated for the payment of fees or expenses of any investment banker, broker or finder in connection with the origin, negotiation or execution of this Agreement or the Certificates of Merger or in connection with any transaction contemplated hereby or thereby.

2.19   Certain Material Agreements . Except as set forth on the Company Disclosure Schedule and after giving effect to the Spinoff, the Company is not a party or subject to any oral or written material contracts not entered into in the ordinary course of business, including, but not limited to any:

(a)   Contract providing for payments by or to Company in an aggregate amount of $10,000 or more;

(b)   License agreement as licensor or licensee (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Buyer’s counsel);

(c)   Material agreement for the lease of real or personal property;

(d)   Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;

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(e)   Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements; or

(f)   Contract containing covenants purporting to limit Company’s freedom to compete in any line of business in any geographic area.

All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed on Section 2.19 of the Company Disclosure Schedule are valid and in full force and effect. Company is not, nor, to the Knowledge of Company, is any other party thereto, in breach or default in any material respect under the terms of any such agreement, contract, plan, lease, instrument, arrangement, license or commitment, which breach or default may reasonably be expected to have a Material Adverse Effect on Company.

2.20   Books and Records .

2.20.1   The books, records and accounts of Company (a) are in all material respects true, complete and correct, (b) have been maintained in accordance with good business practices on a basis consistent with prior years, (c) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of Company, and (d) accurately and fairly reflect the basis for the Financial Statements.

2.20.2   Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (ii) to maintain accountability for assets, and (c) the amount recorded for assets on the books and records of Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

2.21   Insurance . Section 2.21 of the Company Disclosure Schedule contains a complete and correct list as of the date hereof of all insurance policies maintained by or on behalf of the Company. Such list includes the type of policy, form of coverage, policy number and insurer, coverage dates, named insured, limit of liability and premium and deductible amounts. True and complete copies of each listed policy have been made available to Buyer. Such policies are in full force and effect, all premiums due thereon have been paid and the Company has complied in all material respects with the provisions of such policies. The Company has not received any notices from any issuer of any of their insurance policies canceling or amending any policies listed on Section 2.21 of the Company Disclosure Schedule, increasing any deductibles or retained amounts thereunder, or materially increasing premiums payable thereunder. There is no claim by the Company pending under any of such policies as to which coverage has been denied or disputed by the underwriters or in respect of which the underwriters have reserved their rights.

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2.22   Personnel .

2.22.1   Section 2.22.1 of the Company Disclosure Schedule sets forth a list of all employees, consultants or independent contractors of the Company as