AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

RADIATION THERAPY SERVICES, INC.,

RADIATION THERAPY SERVICES HOLDINGS, INC.,

RTS MERGERCO, INC.,

and for purposes of Section 7.2 only

RADIATION THERAPY INVESTMENTS, LLC

dated as of October 19, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER , dated as of October 19, 2007 (this “ Agreement ”), among Radiation Therapy Services, Inc., a Florida corporation (the “ Company ”), Radiation Therapy Services Holdings, Inc., a Delaware corporation (“ Parent ”), RTS MergerCo, Inc., a Florida corporation and a direct wholly owned subsidiary of Parent (“ Merger Sub ”), and for purposes of Section 7.2 only, Radiation Therapy Investments, LLC, a Delaware limited liability company (“ Holdings ”).

WITNESSETH:

WHEREAS, a committee of independent and disinterested members (the “ Special Committee ”) of the board of directors of the Company (the “ Board of Directors ”) formed for the purpose of, among other matters, evaluating and making a recommendation to the full Board of Directors with respect to the merger of Merger Sub with and into the Company (the “ Merger ”) upon the terms and subject to the conditions set forth in this Agreement in accordance with the Florida Business Corporation Act (the “ FBCA ”) has unanimously determined, and the Board of Directors (excluding any directors that are Participating Holders) has unanimously determined, that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and Merger Sub providing for the Merger, upon the terms and subject to the conditions set forth in this Agreement, and each of the Special Committee and the Board of Directors has, as of the date of this Agreement, unanimously (excluding any directors that are Participating Holders) approved and adopted this Agreement in accordance with the FBCA, upon the terms and subject to the conditions set forth in this Agreement, and recommended its approval and adoption by the shareholders of the Company;

WHEREAS, prior to approving and adopting this Agreement and the transactions contemplated hereby, on October 11, 2007, the Board of Directors unanimously approved an amendment, effective immediately as of the date of such approval, to the Bylaws of the Company, which amendment provides that Section 607.0902 of the FBCA does not apply to any control-share acquisition of any equity securities of the Company;

WHEREAS, the board of directors of Merger Sub has unanimously approved and adopted this Agreement in accordance with the FBCA and unanimously approved the Merger and the other transactions contemplated by this Agreement, and recommended the approval and adoption of this Agreement by Parent, as the sole shareholder of Merger Sub;

WHEREAS , the board of directors of Parent, and Parent, as the sole shareholder of Merger Sub, in each case, have unanimously approved and adopted this Agreement in accordance with the FBCA and unanimously approved the Merger and the other transactions contemplated by this Agreement;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into this Agreement, Parent, Ranger Investment, LLC, a Delaware limited liability company and the sole stockholder of Parent (“ Investor ”), and certain beneficial owners (the “ Participating Holders ”) of Company Common Stock entered into Support and Voting Agreements (the “ Support and Voting

Agreements ”), pursuant to which the Participating Holders have agreed, among other things, (a) to vote any shares of Company Common Stock beneficially owned by them in favor of the approval of this Agreement, (b) not to sell or otherwise transfer any shares of Company Common Stock beneficially owned by them prior to the termination of the applicable Support and Voting Agreement in accordance with its terms, and (c) to contribute a portion of their shares of Company Common Stock (such shares, collectively, the “ Rollover Shares ”) to Investor immediately prior to the Effective Time of the Merger; and

WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of the Company to enter into this Agreement, Vestar Capital Partners V, L.P. has provided the Company with an executed copy of its Equity Commitment Letter, pursuant to which Vestar Capital Partners V, L.P. agrees to provide equity financing to Parent in connection with the transactions contemplated hereby and to fund certain obligations of Parent and Merger Sub in connection with this Agreement, as provided therein; and

WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties and agreements specified in this Agreement in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger .

At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the FBCA, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent.

Section 1.2 Closing .

The closing of the Merger (the “ Closing ”) to the extent it cannot be conducted electronically shall take place at the offices of Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York 10022 (or at such other place as agreed to by the parties) at 10:00 a.m. local time, on a date to be specified by the parties (the “ Closing Date ”) which shall be no later than the third business day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as the Company and Parent may agree in writing; provided that notwithstanding the satisfaction or waiver of the conditions set forth in Article VI , the parties shall not be required to effect the Closing until the earlier of (x) a date during the Marketing Period specified by Parent on no less than three (3) business days’ notice to the Company, (y) the final day of the Marketing Period and (z) the End Date, subject in each case to the satisfaction and waiver of all of the

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conditions set forth in Article VI as of the date determined pursuant to this provision. For purposes of this Agreement, unless otherwise agreed among the parties hereto, “ Marketing Period ” shall mean the first period of twenty-five (25) consecutive business days after the date hereof (A) during which (1) Parent shall have the Required Financial Information that the Company is required to provide to Parent pursuant to Section 5.12 and (2) no event has occurred and no conditions exist that would cause any of the conditions set forth in Section 6.3 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 25-consecutive-business-day period, and (B) the conditions set forth in Section 6.1 have been satisfied (other than conditions that by their nature can be satisfied only at the Closing); provided that if the Marketing Period would otherwise not end on or prior to November 21, 2007, then the Marketing Period shall be deemed to have commenced no earlier than November 26, 2007; and provided further that if the Marketing Period would otherwise not end on or prior to December 21, 2007, then the Marketing Period shall be deemed to have commenced no earlier than January 7, 2008; provided, further, that the Marketing Period shall not be deemed to have commenced if, (i) after the date hereof and prior to the completion of the Marketing Period, Ernst & Young LLP shall have withdrawn its audit opinion with respect to any of the financial statements contained in the Company SEC Documents or (ii) if the financial statements included in the Required Financial Information that is available to Parent on the first day of any such 25-consecutive-business day period would not be sufficiently current on any day during such 25-consecutive-business-day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of the 25-consecutive-business-day period.

Section 1.3 Effective Time.

At the Closing, the parties shall cause the Merger to be consummated by executing and delivering to the Department of State of the State of Florida for filing articles of merger satisfying the requirements of Sections 607.0120 and 607.1105 of the FBCA (the “ Articles of Merger ”) and shall make all other filings or recordings required under the FBCA in connection with the Merger. The Merger shall become effective on such date and at such time as the Articles of Merger are duly filed with the Department of State of the State of Florida, or on such later date (and at such later time if specified) as the parties shall agree and as shall be set forth in the Articles of Merger (such time as the Merger becomes effective, the “ Effective Time ”).

Section 1.4 Effects of the Merger.

The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the FBCA. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges and powers of the Company and Merger Sub shall vest in the Surviving Corporation without reversion or impairment, and all debts, liabilities and obligations of the Company and Merger Sub shall become the debts, liabilities and obligations of the Surviving Corporation, all as provided under the FBCA and the other applicable Laws of the State of Florida. At and after the Effective Time, any one or more of the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company.

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Section 1.5 Articles of Incorporation and Bylaws of the Surviving Corporation.

(a) The articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the provisions of this Agreement and applicable Law, in each case consistent with the obligations set forth in Section 5.9 .

(b) The bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the provisions of this Agreement and applicable Law, in each case consistent with the obligations set forth in Section 5.9 .

Section 1.6 Directors.

Subject to applicable Law, directors of the Company shall resign effective immediately prior to the Effective Time, and directors of Merger Sub immediately prior to the Effective Time shall become the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal in accordance with the FBCA and the bylaws of the Surviving Corporation.

Section 1.7 Officers.

The officers of the Company immediately prior to the Closing Date shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

ARTICLE II

CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES

Section 2.1 Effect on Capital Stock .

At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

(a) Conversion of Company Common Stock . Subject to Sections 2.1(b), 2.1(c) , 2.1(e) and 5.5(a)(ii) , each share of common stock, par value $0.0001 per share, of the Company (such shares, collectively, “ Company Common Stock ,” and each, a “ Share ”) outstanding immediately prior to the Effective Time other than any Cancelled Shares (to the extent provided in Section 2.1(c) ) and any Dissenting Shares (to the extent provided for in Section 2.1(f) ) shall thereupon be converted automatically into and shall thereafter represent the right to receive $32.50 in cash (the “ Merger Consideration ”). All Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.1 shall be automatically cancelled and shall cease to exist, and the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration.

(b) Rollover Shares . Immediately prior to the Effective Time, the Participating Holders shall contribute the Rollover Shares to Investor pursuant to the Management Share

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Contribution and Unit Subscription Agreements. Upon receipt of the Rollover Shares from the Participating Holders, Investor shall immediately contribute all of the Rollover Shares to Parent, and such Rollover Shares shall be cancelled and retired by virtue of the Merger in accordance with Section 2.1(c) below.

(c) Company, Parent and Merger Sub-Owned Shares . Each Share that is owned by Parent or Merger Sub immediately prior to the Effective Time or held by the Company immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (the “ Cancelled Shares ”) 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 consideration shall be delivered in exchange therefor.

(d) Conversion of Merger Sub Common Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(e) Adjustments . If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution or otherwise with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such change and to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

(f) Dissenting Shares .

(i) Notwithstanding anything contained in this Agreement to the contrary, any Shares issued and outstanding immediately prior to the Effective Time, the holder of which (A) has not voted, or caused or permitted to be voted, in favor of the Merger or consented thereto in writing, (B) has exercised its rights to appraisal in accordance with Section 607.1301, et seq., of the FBCA, and (C) has not effectively withdrawn or lost (through failure to perfect or otherwise) its rights to appraisal (the “ Dissenting Shares ”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a) , but instead, the holder thereof shall be entitled to payment in cash from the Surviving Corporation of the fair value of such Dissenting Shares in accordance with Section 607.1301, et seq., of the FBCA. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

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(ii) Notwithstanding the provisions of this Section 2.1(f) , if any holder of Shares who asserts appraisal rights shall effectively withdraw or lose (through failure to perfect or otherwise) its rights of appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder’s Shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the Merger Consideration, without any interest thereon and less any required withholding Taxes.

(iii) The Company shall give Parent (A) prompt notice of any written assertion of appraisal rights by the holders of any Shares, withdrawals of any such assertion, and any other instruments, notices or other documents delivered to the Company pursuant to the FBCA which relate to any such assertion of appraisal rights and (B) the opportunity to direct all negotiations, settlements and/or proceedings with respect to any assertion of appraisal rights under the FBCA. The Company shall not, except with the prior written consent of Parent, make or agree to make any payment with respect to any assertion of appraisal rights or settle or offer to settle any such assertion.

Section 2.2 Exchange of Certificates.

(a) Paying Agent . Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company that is organized and doing business under the Laws of the United States or any state thereof, that shall be appointed to act as a paying agent hereunder and approved (which approval shall not be unreasonably withheld) in advance by the Company in writing (and pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company) (the “ Paying Agent ”), in trust for the benefit of holders of the Shares, the Company Stock Options, and the Restricted Shares, cash in U.S. dollars sufficient to pay (i) the aggregate Merger Consideration in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Cancelled Shares, the Rollover Shares, the Restricted Shares and the Dissenting Shares), payable upon due surrender of the certificates that immediately prior to the Effective Time represented Shares (“ Certificates ”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“ Book-Entry Shares ”) pursuant to the provisions of this Article II and (ii) the aggregate payment payable pursuant to Section 5.5 to holders of Company Stock Options and Restricted Shares (collectively, the “ Option and Stock-Based Award Consideration ” and, together with the amount of cash referred to in subsection (a)(i), the “ Exchange Fund ”).

(b) Payment Procedures .

(i) As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a) , (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, (y) to each holder of a Company Stock Option or Restricted Share, a check in an amount, if any, due and payable to such holder pursuant to Section 5.5(a)(i) or Section 5.5(a)(ii) , respectively, in respect of such Company Stock Option or Restricted Share.

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(ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required thereby or by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, less any required withholding Taxes. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b) , each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II .

(iii) The Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares (including Restricted Shares) or holder of Company Stock Options, such amounts as it determines in good faith are required to be withheld or deducted under the United States Internal Revenue Code of 1986, as amended (the “ Code ”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares (including Restricted Shares) or holder of the Company Stock Options, in respect of which such deduction and withholding was made.

(c) Closing of Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or any certificates representing any Rollover Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged in accordance with and subject to the procedures set forth in this Article II .

(d) Termination of Exchange Fund . Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for nine (9) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

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(e) No Liability . Notwithstanding anything herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the Exchange Fund remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of any claims or interests of any person previously entitled thereto.

(f) Investment of Exchange Fund . The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided , however , that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d) .

(g) Lost Certificates . In the case of any Certificate that has 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 Paying Agent, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate a check in the amount of the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since January 1, 2007, in each case, filed with the SEC by the Company prior to the date hereof (and excluding risk factors and similarly cautionary and forward looking disclosure under the headings “Risk Factors”, “Forward Looking Statements” or “Future Operating Results”), or in the disclosure schedule delivered by the Company to Parent immediately prior to the execution of this Agreement (the “ Company Disclosure Schedule ”), the Company represents and warrants to Parent and Merger Sub as follows:

Section 3.1 Qualification, Organization, Subsidiaries, etc.

Section 3.1 of the Company Disclosure Schedule contains a correct and complete list of all of the Subsidiaries of the Company. Each of the Company and its Affiliates is a legal entity

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duly organized, validly existing and in good standing or with active status under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its respective properties and assets and to carry on its business as presently conducted and is qualified to do business and in good standing or with active status as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified, or in good standing or with active status, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “ Company Material Adverse Effect ” means any facts, circumstances, events or changes that are materially adverse to the business, properties, assets, results of operation, financial condition or profitability of the Company, its Affiliates, and the Managed Practices, taken as a whole, but shall not include facts, circumstances, events or changes (a) generally affecting the industries in which the Company and its Subsidiaries and Managed Practices operate in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) to the extent resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the announcement of the Merger or any of the other transactions contemplated by this Agreement, (ii) changes in applicable Law, GAAP or accounting standards, or (iii) any actions required under this Agreement to obtain any antitrust approval for the consummation of the transactions contemplated by this Agreement, provided , however , that any change, effect, development, event or occurrence described in the foregoing clause (a) or (b)(ii) above shall not constitute or give rise to a Company Material Adverse Effect only if and to the extent that such change, effect, development, event or occurrence does not have a materially disproportionate effect on the Company and its Affiliates as compared to other participants in the industries in which the Company and its Affiliates and Managed Practices operate in the United States; provided further that in the event the Company should fail to meet any expected financial or operating performance targets, the fact of such failure, alone, would not constitute a Company Material Adverse Effect, it being understood that the facts or occurrences giving rise to or contributing to such failure, but not otherwise excluded from the definition of a Company Material Adverse Effect, may be taken into account in determining whether there has been a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s amended and restated articles of incorporation and bylaws, each as amended through the date of this Agreement. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the articles of incorporation and amended and restated bylaws or similar organizational documents of each Subsidiary of the Company, each as amended through the date of this Agreement. Neither the Company nor any Subsidiary is in violation of any provisions of its articles of incorporation or bylaws or similar organizational documents, other than such violations as would not have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.2 Capital Stock.

(a) The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share

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(“ Company Preferred Stock ”). As of September 30, 2007, (i) 23,694,919 shares of Company Common Stock were issued and outstanding (which number includes 20,711 shares of Company Common Stock subject to transfer restrictions or subject to forfeiture back to the Company or repurchase by the Company), (ii) no shares of Company Common Stock were held in treasury, (iii) a maximum of 3,368,101 shares of Company Common Stock were reserved for issuance under the employee and director stock plans of the Company (the “ Company Stock Plans ”), and (iv) no shares of Company Preferred Stock were issued or outstanding or held as treasury shares. All outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance as noted in clause (iii), when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive or similar rights.

(b) Except as set forth in subsection (a) above, as of the date of this Agreement, (i) the Company does not have any shares of its capital stock or other voting securities issued or outstanding other than shares of Company Common Stock that have become outstanding after September 30, 2007, but were reserved for issuance as set forth in subsection (a) above, and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities, phantom stock or other similar rights, agreements, arrangements or commitments relating to the issuance of capital stock or voting securities to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement or commitment, (C) redeem, repurchase or otherwise acquire, or vote or dispose of, any such shares of capital stock or other equity interests, or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary.

(c) The Company Disclosure Schedule lists or, in the case of clause (iii), describes, as of September 30, 2007 (the “ Measurement Date ”), (i) each outstanding Company Stock Option, and (ii) each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Company Common Stock granted under the Company Stock Plans, Company Benefit Plans or otherwise (including Restricted Shares, restricted stock units, phantom units, deferred stock units and dividend equivalents) (“ Other Incentive Awards ”), the number of Shares issuable thereunder or with respect thereto, the vesting schedule, the expiration date and the exercise price (if any) thereof. From the close of business on the Measurement Date, until the date of this Agreement, no options to purchase shares of Company Common Stock or Company Preferred Stock have been granted, no Company Stock Options have been granted, no Other Incentive Awards have been granted and no shares of Company Common Stock or Company Preferred Stock have been issued, except for Shares issued pursuant to the exercise of Company Stock Options, in accordance with their terms, outstanding on the Measurement Date. Except for awards to acquire or receive shares of Company Common Stock under any equity incentive plan of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

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(d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or disposition of the capital stock or other equity interest of the Company or any of its Subsidiaries.

(e) All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company free and clear of all Liens (other than Permitted Liens and those that are immaterial). There are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale with respect to any shares of capital stock or other ownership interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement.

(f) Section 3.2(f) of the Company Disclosure Schedule sets forth as of the date hereof the name, jurisdiction of organization and the Company’s percentage ownership of any and all persons (other than Subsidiaries of the Company) of which the Company directly or indirectly owns a 20% or greater interest and the value of which is in excess of $1,000,000, as of the date hereof (collectively, the “ Investments ”). All of the Investments are owned by the Company or by a Subsidiary of the Company free and clear of all Liens. Except for the capital stock and other ownership interests of Subsidiaries of the Company and the Investments, the Company does not own, directly or indirectly, any capital stock or other voting or equity securities or interests in any person that is material to the business and activities of the Company and its Affiliates (collectively, the “ Business ”).

Section 3.3 Corporate Authority Relative to This Agreement; No Violation.

(a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors and, to the extent required, by the Special Committee (acting unanimously) and, except for (i) the Company Meeting, (ii) the Company Shareholder Approval, and (iii) the delivery to the Department of State of the State of Florida for filing of the Articles of Merger, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement. The Special Committee has unanimously determined and resolved, and the Board of Directors has determined and resolved (i) that the Merger is fair to, and in the best interests of, the Company and its shareholders, (ii) to submit this Agreement for approval by the Company’s shareholders and to declare the advisability of this Agreement and (iii) to recommend that the Company’s shareholders approve this Agreement and the transactions contemplated by this Agreement (collectively, the “ Recommendation ”), all of which determinations and resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of

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Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally, and (ii) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) Other than in connection with or in compliance with the applicable requirements of (i) the FBCA, including, but not limited to, the delivery to the Department of State of the State of Florida for filing of the Articles of Merger (ii) the Securities Exchange Act of 1934 (the “ Exchange Act ”), (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”), (iv) the Securities Act of 1933 (the “ Securities Act ”), (v) applicable foreign or state securities or Blue Sky Laws, (vi) the rules and regulations of NASDAQ Global Select Market, and (vii) the approvals set forth on Section 3.3(b) of the Company Disclosure Schedule (collectively, the “ Company Approvals ”), and subject to the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.9 , no authorization, consent, permit, action or approval of, or filing with, or notification to, any United States federal, state or local or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “ Governmental Entity ”) is necessary, under applicable Law, for the consummation by the Company of the transactions contemplated by this Agreement or the control and operation of the Company, its Subsidiaries and their respective businesses by Parent, except for any such authorization, consent, permit, action, approval, filing or notification the failure of which to make or obtain would not (A) reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole or (B) reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby.

(c) The execution and delivery by the Company of this Agreement does not, and, except as described in Section 3.3(b) , the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit or license agreement (collectively, “ Contracts ”) binding upon the Company or any of its Subsidiaries, or to which any of them is a party or any of their respective properties are bound, or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “ Lien ”), other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or payable, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s construction or other similar lien arising in the ordinary course of business not yet due or payable, (C) which is disclosed on the most recent consolidated balance sheet of the Company (or notes thereto or securing liabilities reflected on such balance sheet) or (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Company (each of the foregoing, a “ Permitted Lien ”), upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document, in each case as amended, of the Company or any of its

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Subsidiaries, or to the Company’s knowledge, the Managed Practices or (iii) assuming receipt of the Company Shareholder Approval, conflict with or violate any applicable Laws, other than, in the case of clauses (i), (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that (A) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (B) would not reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby.

(d) Section 3.3(d) of the Company Disclosure Schedule sets forth a list of any consent, approval, authorization or permit of, action by, registration, declaration or filing with or notification to any person under any (i) Company Material Contract or (ii) material lease, material sublease, material assignment of lease or material occupancy agreement (each a “ Material Lease ”) to which the Company or any of its Subsidiaries is a party which is required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (the “ Third Party Consents ”), other than those the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.4 Reports and Financial Statements.

(a) To the Company’s knowledge, the Company has filed or furnished all forms, documents and reports (including exhibits) required to be filed or furnished prior to the date of this Agreement by it with the Securities and Exchange Commission (the “ SEC ”) since December 31, 2004 (the “ Company SEC Documents ”). To the Company’s knowledge, as of their respective dates, or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Company’s knowledge, no Subsidiary of the Company is required to file any form or report with the SEC. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Company’s Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof. To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

(b) Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may

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be indicated therein or in the notes thereto) and fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States GAAP (except, in the case of the unaudited statements, as permitted by the SEC).

Section 3.5 Internal Controls and Procedures.

The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”). The Company’s management has completed assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2006, and such assessment concluded that such controls were effective. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors and Parent (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves executive officers or employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Section 3.6 No Undisclosed Liabilities.

Except (a) as reflected or reserved against in the Company’s consolidated balance sheets (or the notes thereto) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (other than risk factors and similarly cautionary and forward looking disclosure under the headings “Risk Factors”, “Forward Looking Statements” or “Future Operating Results”) (b) for liabilities permitted or contemplated by this Agreement, (c) for liabilities and obligations incurred in the ordinary course of business since December 31, 2006 and (d) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, as of the date of this Agreement, neither the Company nor any Subsidiary of

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the Company has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, other than those which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.7 Compliance with Law; Permits.

(a) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices are, and since January 1, 2005, have been, in compliance in all material respects with and are not in default under or in violation of any material federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, agency requirement, license or permit of any Governmental Entity in effect as of the date of this Agreement (collectively, “ Laws ” and each, a “ Law ”) applicable to the Company, its Affiliates, the Managed Practices and their respective businesses and activities, or binding upon their assets or properties except where such non-compliance, default or violation would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 1.0% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. Notwithstanding anything contained in this Section 3.7(a) , no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of health care regulatory compliance, which matters are governed by Section 3.8, in respect of environmental matters, which matters are governed by Section 3.9 , Tax matters, which are governed by Section 3.14 , employee benefits matters, which are governed by Section 3.10 , or labor Law matters, which are governed by Section 3.15 . As used in this Agreement, “Managed Practice” means any medical professional association, professional corporation, partnership or similar entity that provides medical services at a center, clinic or other facility operated or managed by the Company or any of its Subsidiaries pursuant to a Services Agreement, or at a hospital or hospital department with which the Company or any of its Subsidiaries has a Services Agreement and excludes those set forth on Section 3.7(a) of the Company Disclosure Schedule. As used in this Agreement, “ Services Agreement ” means any agreement or arrangement between the Company or any of its Subsidiaries and one or more Managed Practices, hospital or hospital departments pursuant to which the Company or such Subsidiary agrees to provide or arrange for management, administration and other non medical support services to such Managed Practice or Practices in exchange for payment to the Company or such Subsidiary of a service, management or similar fee.

(b) The Company and its Affiliates and, to the knowledge of the Company, each of the Managed Practices are in possession of all grants, authorizations, registrations, qualifications, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each of its Affiliates and the Managed Practices to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted (the “ Company Permits ”), except where the failure to have any of the Company Permits would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not affected and would not reasonably be expected to affect aspects of the businesses and/or operations of the Company and its Subsidiaries that are responsible for 2.5% or more of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole.

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Section 3.8 Health Care Regulatory Compliance.

(a) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices, are in compliance with Sections 1128A, 1128B, or 1877 of the Social Security Act (42 U.S.C. §§ 1320a-7a, 1320a-7b, and 1395nn), 31 U.S.C. § 3729 et seq. (the Civil False Claims Act), 18 U.S.C. § 1347 (Health Care Fraud), Public Law 104-191 (the Health Insurance Portability and Accountability Act of 1996), all fraud and abuse, false claims and anti-self referral Laws and all Laws related to the confidentiality, privacy and security of medical information, or to licensing, the corporate practice of medicine, fee-splitting, certificate of need and reimbursement or billing for healthcare services (collectively, “ Health Care Laws ”), except where the failure to comply would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. The Company and each of its Affiliates have timely and accurately filed all material reports, data and other information required to be filed with any Governmental Entity, including with respect to obtaining or maintaining any Company Permit.

(b) The Company has disclosed to Parent any and all corporate integrity or other agreements with any Governmental Entity which apply to the Business. The Company and each of its Affiliates are in material compliance with all such agreements. No employee or independent contractor of the Business (whether an individual or entity), or any physician performing services related to the Business is excluded from participating in the Medicare, Medicaid, TRICARE or any other federal or state governmental health care program, including those as defined in 42 U.S.C. §1320a-7b(f). (“ Programs ”) nor to the Company’s knowledge is any such exclusion threatened or pending. None of the officers, directors, agents or managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)) of the Company or its Affiliates has been excluded from the Programs, been subject to sanction pursuant to 42 U.S.C. § 1320a-7a or 1320a-8, or been convicted of a crime described at 42 U.S.C. § 1320a-7b, nor is any such exclusion, sanction or conviction threatened or pending, except where such exclusion, sanction or conviction would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. Neither the Company nor its Affiliates has been excluded from the Programs.

(c) No event has occurred or circumstance exists that (with or without notice or lapse of time) (i) constitutes or may result in a material violation by the Company or its Affiliates or, to the knowledge of the Company, each of the Managed Practices of, or a failure on their respective parts to comply in all material respects with, any Health Care Law, or (ii) may give rise to any liability or obligation on their respective parts to undertake, or to bear all or any portion of the costs of, any remedial action of any nature, including the repayment or refund of previously paid fees or reimbursed expenses, or for other excessive reimbursement or non-covered services, or the payment of any penalties or sanctions arising under the Programs or any third-party payor program, except where such violation, failure to comply, obligation or liability would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole.

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(d) Neither the Company nor, to the Company’s knowledge, its Affiliates or Managed Practices, have received any notice or other communication (whether oral or written) from any Governmental Entity or any other person having standing to assert such a claim regarding (i) any actual, alleged or potential violation of, or failure to comply with, any Health Care Law, or (ii) any actual, alleged or potential obligation on their respective parts to undertake, or to bear all or any portion of the costs of, any remedial action of any nature, except where such violation, failure to comply, or obligation would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole.

(e) Except as permitted by applicable Law or except where it would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, to the Company’s knowledge, neither the Company nor Affiliates nor Managed Practices or any director, officer or employee of any of the foregoing or any agent acting on behalf of or for the benefit of any of the foregoing, is directly or indirectly a party to any contract, lease agreement or other financial arrangement (including but not limited to any joint venture or consulting agreement) with any physician, close family member of any physician, entity owned in whole or in part by a physician or close family member of a physician, health care facility, hospital, or other person who is in a position to make or influence referrals to or otherwise generate business with respect to the Company or its Affiliates, to provide services, lease space, lease equipment or engage in any other venture or activity.

Section 3.9 Environmental Laws and Regulations.

(a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company and its Affiliates and, to the knowledge of the Company, each Managed Practice have conducted their respective businesses in compliance with all applicable Environmental Laws, (ii) to the knowledge of the Company, none of the properties owned, leased or operated by the Company or any of its Affiliates or any Managed Practice contains any Hazardous Substance as a result of any activity of the Company or any of its Affiliates, and the Company or any of its Affiliates have not exposed any Person to any Hazardous Substance, in each case in amounts exceeding the levels permitted by applicable Environmental Laws or otherwise giving rise to liabilities under Environmental Laws, (iii) since January 1, 2002, as of the date of this Agreement, neither the Company nor any of its Affiliates, nor, to the knowledge of the Company, any Managed Practice has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Affiliates or any Managed Practice may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their respective businesses or any of their respective properties or assets, (iv) to the knowledge of the Company, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, at or from any properties presently or formerly owned, leased or operated by the Company or any of its Affiliates or any Managed Practice and (v) neither the Company, its Affiliates nor

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any Managed Practice nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.9. The Company has made available to Parent true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, engineering studies, and environmental studies or assessments, in each case in the Company’s possession or under its reasonable control.

(b) As used herein, “ Environmental Law ” means any Law, and all common law, relating to (x) the protection, preservation or restoration of the environment (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as in effect at the date of this Agreement.

(c) As used herein, “ Hazardous Substance ” means any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, or dangerous, or otherwise regulated, under any Environmental Law. Hazardous Substance includes any substance to which exposure is regulated by any Governmental Entity or any Environmental Law including any toxic waste, pollutant, contaminant, hazardous substance (including toxic mold), toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos, or asbestos-containing material, urea formaldehyde, foam insulation or polychlorinated biphenyls.

Section 3.10 Employee Benefit Plans.

(a) Section 3.10(a) of the Company Disclosure Schedule sets forth a true and complete list of each employee or director benefit plan, arrangement or agreement, whether or not written, including, without limitation, any employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option or other equity-based plan or arrangement, severance, employment, change of control or material fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any material liability (the “ Company Benefit Plans ”).

(b) The Company has made available to Parent true and complete copies of each of the Company Benefit Plans and material related documents, including, but not limited to; (i) each writing constituting a part of such Company Benefit Plan, including all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (iii) for any Company Benefit Plan intended to be a tax-qualified retirement plan, the most recent determination letter from the Internal Revenue Service (the “IRS”) (if applicable) for such Company Benefit Plan, or if the Company Benefit Plan is maintained under a pre-approved prototype plan, the IRS opinion letter ruling on the prototype plan.

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(c)(i) Each of the Company Benefit Plans has been operated, funded and administered in all material respects in compliance with its terms and with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (ii) each of the Company Benefit Plans intended to be “ qualified ” within the meaning of Section 401(a) of the Code is so qualified, and to the knowledge of the Company there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such plan; (iii) no Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (iv) no Company Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees, officers, contractors or directors of the Company or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable Law or (B) death benefits or retirement benefits under any “ employee pension benefit plan ” (as such term is defined in Section 3(2) of ERISA); (v) no liability under Title IV of ERISA or Section 412 of the Code has been incurred by the Company, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and, to the knowledge of the Company, no condition exists that presents a material risk to the Company, its Subsidiaries or any ERISA Affiliate of incurring a liability thereunder; (vi) no Company Benefit Plan is, and neither the Company nor any of its Subsidiaries has any liability under or with respect to, (A) a “ multiemployer pension plan ” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, (B) a “ multiple employer welfare arrangement ” (as defined in Section 3(40) of ERISA), or (C) a “ multiple employer plan ” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (vii) all material contributions or other amounts payable by the Company or its Subsidiaries with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP; (viii) neither the Company nor its Subsidiaries or, to the knowledge of the Company, any other person or entity has engaged in a transaction in connection with which the Company or its Subsidiaries reasonably could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code; and (ix) there are no pending, or to the knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits), audits, investigations, proceedings, or litigation by, on behalf of or against or relating to any of the Company Benefit Plans or any trusts related thereto. “ ERISA Affiliate ” means any person or entity that is or, at the time it terminated a pension plan subject to Title IV of ERISA or withdrew from any multiemployer plan (as defined in Section 3(37) of ERISA) or missed any contribution required by Section 412 of the Code was a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company or any of its Subsidiaries, or that is or was a member of the same “ controlled group ” as the Company or any of its Subsidiaries pursuant to Section 4001(a)(14) of ERISA. The Company and each of its Subsidiaries have for purposes of each Company Benefit Plan correctly classified those individuals performing services for the Company or any of its Subsidiaries as common law employees, leased employees, independent contractors or agents.

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(d) Except as set forth in Section 3.10(d) of the Company Disclosure Schedule, neither the execution, delivery, performance of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will (i) result in any payment (including, without limitation, severance, unemployment compensation and forgiveness of Indebtedness or otherwise) becoming due to any current or former officer, contractor, director or employee of the Company or any of its Subsidiaries from the Company or any of its Subsidiaries under any Company Benefit Plan or otherwise, (ii) result in any “ excess parachute payment ” (within the meaning of Section 280G of the Code), (iii) increase any benefits otherwise payable under any Company Benefit Plan, (iv) result in any acceleration of any benefits or the time of payment or vesting of any such benefits, (v) require the funding of any such benefits or (vi) limit the ability to amend or terminate any Company Benefit Plan or related trust.

(e) Each “ nonqualified deferred compensation plan ” with respect to which any member of the Company Group or any of their respective Affiliates is a “ service recipient ” (each as defined in Section 409A of the Code or proposed regulations promulgated thereunder) is in operational compliance with Section 409A of the Code, and will be in formal compliance (to the extent required by Section 409A of the Code or regulations promulgated thereunder) on or before the applicable deadline, and no current or former employee of any member of the Company Group or any of their respective Affiliates (in his or her capacity as such) has incurred or will incur (based on the operation of such plan as of the date hereof) the Tax imposed by Section 409A(a)(1)(B) or (b)(4)(A) of the Code.

Section 3.11 Absence of Certain Changes or Events.

Since December 31, 2006 through the date of this Agreement, (i) the businesses of the Company and its Subsidiaries, and to the knowledge of the Company, the Managed Practices have been conducted, in all material respects, in the ordinary course of business consistent with past practice and (ii) there has not been any event, development or state of circumstances that has had or is reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this Section 3.11 , facts, circumstances, events or changes that are known by the Company and have a materially disproportionate effect on the industries in which the Company and its Subsidiaries operate in the United States shall constitute a Company Material Adverse Effect.

Section 3.12 Investigations; Litigation .  As of the date of this Agreement, (a) there is, to the knowledge of the Company, no investigation or review pending (or, to the knowledge of the Company, threatened) by any Governmental Entity with respect to the Company or any of its Affiliates or, to the knowledge of the Company, any Managed Practice which would have, individually or in the aggregate, a Company Material Adverse Effect, and (b) there are no actions, suits, inquiries, investigations, arbitration, mediation or proceedings pending (or, to the knowledge of the Company, threatened) against or affecting the Company or any of its Affiliates, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case of clause (a) or (b), which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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Section 3.13 Schedule 13E-3/Proxy Statement; Other Information.

None of the information provided by the Company to be included in (a) the Rule 13e-3 transaction statement on Schedule 13E-3 related to the Merger (the “ Schedule 13E-3 ”) or (b) the Proxy Statement will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (ii) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Proxy Statement and the Schedule 13E-3, as to information supplied by the Company, will comply as to form in all material respects with the provisions of the Exchange Act. The letter to shareholders, notice of meeting, proxy statement and forms of proxy to be distributed to shareholders in connection with the Merger and to be filed with the SEC are collectively referred to herein as the “ Proxy Statement .” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement or the Schedule 13E-3.

Section 3.14 Tax Matters.

(a)(i) Except as would not have, individually or in the aggregate, an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries and, to the knowledge of the Company, each of the Managed Practices have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries, and to the knowledge of the Company, each of the Managed Practices, have paid all Taxes that are required to be paid by any of them (whether or not shown on any Tax Return); (iii) there are not pending or, to the knowledge of the Company, threatened in writing, any audits, examinations, investigations, actions, suits, claims or other proceedings in respect of Taxes of the Company or any of its Subsidiaries nor has any deficiency for any Tax of the Company or any of its Subsidiaries been assessed by any Governmental Entity in writing against the Company or any of its Subsidiaries, or to the knowledge of the Company, against the Managed Practices (except, in the case of clause (i), (ii) or (iii) above or clause (iv) or (v) below, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP); (iv) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of the Managed Practices has made any payments or has been or is a party to any agreement, contract, arrangement or plan that provides for payments that were not deductible or could reasonably be expected to become nondeductible under Section 162(m) or Section 280G of the Code; (v) all Taxes required to be withheld by the Company and its Subsidiaries and, to the knowledge of the Company, the Managed Practices have been withheld and paid over to the appropriate Tax authority; (vi) the Company has not been a “ controlled corporation ” or a “ distributing corporation ” in any distribution occurring during the two-year period ending on the date of this Agreement that was intended to be governed by Section 355 of the Code; (vii) neither the Company nor any of its Subsidiaries nor any Managed Practice has waived any statute of limitations in respect of Taxes or agreed to any

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extension of time with respect to a Tax assessment or deficiency; (viii) no jurisdiction where the Company and its Subsidiaries do not file a Tax Return has made a claim that any of the Company and its Subsidiaries is required to file a Tax Return in such jurisdiction; (ix) neither the Company nor any of its Subsidiaries has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise and (x) neither the Company nor any of its Subsidiaries has entered into any transaction defined under Sections 1.6011-4(b)(2), -4(b)(3) or -4(b)(4) of the Treasury Regulations promulgated under the Code.

(b) As used in this Agreement, (i) “ Taxes ” means all (i) United States federal, state or local or non-United States taxes, assessments, charges, duties, levies or other similar governmental charges of any nature, including all income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation, property, excise, severance, windfall profits, stamp, stamp duty reserve, license, payroll, withholding, ad valorem, value added, alternative minimum, environmental, customs, social security (or similar), unemployment, sick pay, disability, registration and other taxes, assessments, charges, duties, fees, levies or other similar governmental charges of any kind whatsoever, whether disputed or not, together with all estimated taxes, deficiency assessments, additions to tax, penalties and interest; (ii) any liability for the payment of any amount of a type described in clause (i) arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto; and (iii) any liability for the payment of any amount of a type described in clause (i) or clause (ii) as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other person, and (ii) “ Tax Return ” means any return, report or similar filing (including the attached schedules) required to be filed with respect to Taxes, including any information return or declaration of estimated Taxes.

Section 3.15 Labor Matters.

(a) Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the Managed Practices is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. To the Company’s knowledge, there are no pending material representation petitions involving either the Company or any of its Affiliates or, to the Company’s knowledge, any of the Managed Practices before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the Managed Practices is subject to any material unfair labor practice charge or complaint, dispute, strike or work stoppage. Except as set forth on Section 3.15 of the Company Disclosure Schedule, to the knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any of its Affiliates or any of the Managed Practices.

(b) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices to the knowledge of the Company, the Managed Practices are in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or human resources personnel policies (to the extent they

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contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices are in compliance in all material respects with applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Affiliates has a material labor or employment dispute currently subject to any grievance procedure, arbitration or litigation, or to the knowledge of the Company, threatened against it.

Section 3.16 Intellectual Property.

The Company or its Affiliates own, or are licensed or otherwise possess legally enforceable rights to use, free and clear of all Liens (other than Permitted Liens), all intellectual property of any type, registered or unregistered and however denominated, including all trademarks, service marks, trade names, Internet domain names and other brand or source identifiers, together with all registrations and applications thereof and the goodwill associated therewith, registered and unregistered copyrights, patents and patent applications, computer software, data and databases, inventions, know-how, trade secrets and all other confidential and proprietary technology and information and rights to sue and other choices of action arising from any of the foregoing (collectively, the “ Intellectual Property ”) necessary for the conduct of their respective businesses in all material respects as currently conducted (the “ Company Intellectual Property ”). Section 3.16 of the Company Disclosure Schedule sets forth all (i) Company Intellectual Property that has been registered or applied for with any Governmental Entity and any Internet domain name registrars, (ii) all software owned or used by the Company or any of its Affiliates (other than off-the-shelf software with a replacement cost and/or annual license fee of less than $50,000 and (iii) all material unregistered trademarks and copyrights. The Company Intellectual Property is valid, subsisting and to the knowledge of the Company, enforceable. Except as set forth on Section 3.16 of the Company Disclosure Schedule, (a) as of the date of this Agreement, there are no pending or, to the knowledge of the Company, threatened claims, nor have there been any such claims within the past six (6) years, by any person alleging infringement, dilution, misappropriation or other violation by the Company or any of its Affiliates of any Intellectual Property of any person or challenging the validity, enforceability, ownership or use of any Company Intellectual Property, (b) to the knowledge of the Company, the conduct of the business of the Company and its Affiliates does not infringe, dilute, misappropriate or otherwise violate any Intellectual Property rights of any person, and neither the Company nor any of its Affiliates has received notice of any of the foregoing, including an “invitation to license” or other communication from any third party asserting that the Company or any of its Affiliates is or may be obligated to take a license under any Intellectual Property owned by any third party in order to continue to conduct their respective businesses as they are currently conducted, (c) in the past two (2) years, neither the Company nor any of its Affiliates has made any claim in writing of any violation, infringement, dilution or misappropriation by others of its rights to or in connection with the Company Intellectual Property, (d) to the knowledge of the Company, no person is infringing, diluting, misappropriating or otherwise violating any Company Intellectual Property in a manner that would have a material impact on the Business, (e) the execution and delivery of this Agreement and the consummation of the

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transactions contemplated by this Agreement shall not result in the loss or reduction in scope of any material Company Intellectual Property, whether by termination or expiration of any license, the performance of any license pursuant to its terms, or other means. The Company and its Affiliates have taken commercially reasonable actions to protect, preserve, and maintain the validity and effectiveness of all material Company Intellectual Property, including, but not limited to paying all applicable fees related to the registration, maintenance, and renewal of any such owned Company Intellectual Property. The Company and its Affiliates own all right, title and interest in and to all material Intellectual Property created by any present or former employee in the course of his or her employment with the Company or its Affiliates, as the case may be. The computer systems, including the software, firmware, hardware, networks, interfaces, and related systems owned or used by the Company and its Affiliates in the conduct of its business are sufficient in all material respects for the needs of the Company and its Affiliates.

Section 3.17 Real Property.

(a) Section 3.17(a) of the Company Disclosure Schedule contains a list of the addresses of all land, together with all buildings located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any Affiliate of the Company (the “ Owned Real Properties ”). Except as disclosed in Section 3.17(a) of the Company Disclosure Schedule, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or an Affiliate of the Company has good and marketable indefeasible fee simple title to each of the Owned Real Properties free and clear of all leases, rights to use or occupy, tenancies, options to purchase or lease, rights of first refusal, rights of first offer, claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) leases to an Affiliate of the Company that the Company or an Affiliate of the Company may freely amend or terminate without the consent of any other person, (B) statutory liens securing payments not yet due or payable, (C) mortgages, or deeds of trust, security interest or other encumbrances on title related to Indebtedness reflected on the consolidated financial statements of the Company, and (D) Permitted Liens.

(b) Section 3.17(b) of the Company Disclosure Schedule contains a list of all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any Affiliate of the Company holds any interests in real property (other than Owned Real Property) with reference to the addresses for all such real property (the “ Leased Real Properties ”, and together with the Owned Real Properties, the “ Real Properties ”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or an Affiliate of the Company has good leasehold title with respect to each of the Leased Real Properties, subject only to (A) subleases to an Affiliate of the Company, (B) statutory liens securing payments not yet due or payable, (C) Easements, covenants, conditions, restrictions and other similar matters of record that do not materially affect the continued use of the property for the purposes for which the property is currently being used, and (D) Permitted Liens; (ii) to the knowledge of the Company, each lease of the Leased Real Properties is the legal, valid, binding obligation of the Company or an Affiliate of the Company, in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally; (iii) neither the

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Company nor, to the knowledge of the Company, any Affiliate of the Company nor any other party of any of such leases, is in breach or default under any such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; and (iv) the Company or any of its Affiliates has not subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof.

(c) The Real Properties comprise all of the real property used or being developed for use, or otherwise related to, the business conducted by the Company and its Affiliates. The buildings, structures, improvements, fixtures, building systems and equipment included in the Real Property (the “ Improvements ”) are, in all material respects, generally in good condition and repair (taken as a whole), ordinary wear and tear excepted, and sufficient for the operation of the business of the Company or its Affiliates, as applicable, in all material respects consistent with past practice.

Section 3.18 Opinion of Financial Advisor.

The Special Committee has received the opinion of Morgan Joseph & Co. Inc. (the “ Advisor ”) dated on or about the date of this Agreement, to the effect that, as of such date, the Merger Consideration to be received by the holders of the Company Common Stock (other than Participating Holders) is fair to such holders from a financial point of view. The Company has been authorized by the Advisor to permit the inclusion in full of such opinion in the Proxy Statement. As of the date of this Agreement, no such opinion has been withdrawn, revoked or modified.

Section 3.19 Required Vote of the Company Shareholders.

The affirmative vote of the holders of a majority of the voting power of Company Common Stock outstanding on the record date of the Company Meeting, voting together as a single class, is the only vote of holders of securities of the Company which is required to approve this Agreement and the Merger (the “ Company Shareholder Approval ”).

Section 3.20 Material Contracts.

(a) Except as disclosed in this Agreement and the Company Disclosure Schedules, the Company Benefit Plans or such Contracts as are filed with the SEC, as of the date of this Agreement, neither the Company nor any of its Affiliates nor Managed Practices is a party to or bound by any Contract that:

(i) constitutes a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) contains covenants binding upon the Company or any of its Affiliates or Managed Practices that materially restricts the ability of the Company or any of its Affiliates or Managed Practices (or which, following the consummation of the Merger, could materially restrict or impair the ability of the Surviving Corporation or its Affiliates or Managed Practices) to compete in any business, or that restricts the abili