AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of September 21, 2007

between

Health Benefits Direct Corporation,

HBDC Acquisition, LLC,

System Consulting Associates, Inc.

and

the Shareholders listed on the signature page hereto.

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER, dated as of September 21, 2007 (the “ Agreement ”), is among Health Benefits Direct Corporation, a Delaware corporation (“ Parent ”), HBDC Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“ Merger Sub ” and together with Parent, “ Buyers ”), System Consulting Associates, Inc., a Pennsylvania corporation (“ SCA ” or “ Acquired Company ”) and the shareholders of SCA listed on the signature page hereto (each a “ Shareholder ” and, collectively, the “ Shareholders ”). Each of Parent, Merger Sub, SCA and any of the Shareholders hereinafter may be referred to as a “ Party ” and collectively as the “ Parties .”

     WHEREAS, Shareholders are the record and beneficial owners of all of the issued and outstanding shares of Common Stock, $1.00 par value per share (the “ SCA Shares ”), of SCA, which is the only outstanding class of Equity Interests of SCA;

     WHEREAS, SCA is the record and beneficial owner of 59.4% of the issued and outstanding limited partnership interests (the “ LP Interests ”) of Atiam Technologies L.P., a Delaware limited partnership (“ Atiam ”);

     WHEREAS, SCA is the record and beneficial owner of 60% of the membership interests of Atiam Technologies GP, LLC, a Delaware limited liability company (“ Atiam GP ”), the sole general partner of Atiam (the general partnership interests of Atiam are hereinafter referred to as the “ GP Interests ” and, together with the LP Interests, the “ Partnership Interests ”);

     WHEREAS, Merger Sub is a limited liability company duly organized and existing under the Laws of the State of Delaware, having been incorporated solely for the purpose of completing the transactions set forth herein, and is a wholly-owned subsidiary of Parent;

     WHEREAS, the respective Boards of Directors of Parent and SCA, and the Board of Managers of Merger Sub (Parent, SCA and Merger Sub are sometimes hereinafter referred to together as “ Constituent Entities ”), deem it advisable and in the best interests of the Constituent Entities and their respective stockholders and members, as the case may be, that SCA merge with and into Merger Sub pursuant to this Agreement, the Delaware Certificate of Merger set forth as Exhibit A hereto (the “ DE Certificate of Merger ”), the Pennsylvania Articles of Merger set forth as Exhibit B hereto (the “ PA Articles of Merger ” and, together with the DE Certificate of Merger, the “ Certificates of Merger ”) and the applicable provisions of the Laws of the State of Delaware and the Commonwealth of Pennsylvania, such transaction sometimes being herein called the “ Merger ”;

     WHEREAS, as a condition to Parent and Merger Sub entering into this Agreement, the former holders of all of the partnership interests of BileniaTech, L.P., a Delaware limited partnership (“ Bilenia ”), and the holders of 39.6% of the LP Interests of Atiam, have agreed to sell such remaining 39.6% of the LP Interests to Merger Sub pursuant to the terms of a Partnership Interest Purchase Agreement (the “ Bilenia Purchase Agreement ”);

     WHEREAS, as a condition to Parent and Merger Sub entering into this Agreement, Noah Prywes (“ Prywes ”), an individual and the holder of 40% of the membership interests of Atiam GP, has also agreed to sell the remaining 40% of Atiam GP to Merger Sub pursuant to the terms of the Bilenia Purchase Agreement, thereby vesting in Merger Sub ownership of 100% of the GP Interests; and

     WHEREAS, as a condition and an inducement to the willingness of Parent to enter into this Agreement, each Shareholder has agreed that it will deliver to SCA and Parent, following the execution of this Agreement but in any event prior to the Effective Time, its irrevocable adoption of this Agreement

and approval of this Agreement and the transactions contemplated hereby pursuant to a written consent in the form reasonably acceptable to Buyers (the “ Written Consent ”), signed and dated by the Shareholders in their capacity as shareholders of the Acquired Company on the date hereof, pursuant to and in strict accordance with the applicable provisions of the Pennsylvania Business Corporation Law, as amended (the “ PA BCL ”) and SCA’s Charter Documents.

     NOW, THEREFORE, in consideration of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Definitions . When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1.1 , or in the applicable Section of this Agreement to which reference is made in this Section 1.1 .

     “ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.

     “ Assets ” means all of the assets, properties, business, goodwill and rights of every kind and description, real and personal, tangible and intangible, wherever situated and whether or not reflected on the Balance Sheet, used or held for use by the Acquired Company or Atiam.

     “ Authorization ” means any authorization, approval, consent, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law.

     “ Benefit Plan ” means (a) any pension plan, 401(k) plan, profit-sharing plan, health or welfare plan, and any other employee benefit plan as defined in section 3(3) of ERISA that is maintained or sponsored by Atiam or to which Atiam contributes or for which Atiam otherwise has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate, and (b) any other benefit arrangement, obligation, or practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, independent contractors, or agents, that is maintained or sponsored by Atiam or to which Atiam contributes or for which Atiam otherwise has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate, including employment agreements, severance policies or agreements, executive compensation arrangements, deferred compensation arrangement or plan subject to section 409A of the Code, incentive arrangements, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, workers’ compensation, bonus plans, stock option, stock grant or stock purchase plans, phantom stock, stock appreciation rights, medical/dental insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control.

     “ Business Day ” means a day other than a Saturday, Sunday or other day on which banks located in Philadelphia, Pennsylvania are authorized or required by Law to close.

     “ Charter Documents ” means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational

documents of such entity (in each case, as amended).

     “ Closing Indebtedness ” means all Indebtedness of the Acquired Company and Atiam as of the Closing Date.

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

     “ Company Expenses ” means, without duplication, the sum of the following, to the extent unpaid as of the Closing Date: (a) all fees, costs and expenses incurred by or on behalf of Shareholders, the Acquired Company or Atiam (to the extent the Acquired Company or Atiam is in any way liable to pay or reimburse such amounts) in connection with the negotiation, preparation and execution of this Agreement, including the broker fees identified on Schedule 3.22 hereto; (b) the amount of any accrued bonuses, accrued payroll, accrued vacation, accrued sick pay and related expenses of the Acquired Company or Atiam; (c) the amount of any severance or similar payments to employees of the Company whose employment will be terminated in connection with this Agreement; and (d) any Taxes for which the Company will become liable upon distribution of any payments set forth in clauses (b) or (c) above.

     “ Contract ” means any agreement, contract, license, obligation, promise, note, bond, mortgage, indenture, instrument, lease, or other similar commitment, arrangement or understanding, written or oral, that is intended to be legally binding, including any sales order or purchase order.

     “ Equity Interests ” means (a) in the case of a corporation, its shares of capital stock, (b) in the case of a partnership or limited liability company, its partnership or membership interests or units (whether general or limited), and (c) any other interest that confers on a Person the right to receive a share of the profits and losses, or distribution of assets, of the issuing entity.

     “ Equity Securities ” means (a) Equity Interests and (b) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other Contracts that, directly or indirectly, could require the issuer thereof to issue, sell or otherwise cause to become outstanding Equity Interests.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” means any Person that is a member of a “controlled group of corporations” with, under “common control” with or a member of an “affiliated services group” with, Atiam, as defined in Section 414(b), (c), (m) or (o) of the Code and any general partnership of which the Acquired Company is or has been a general partner.

     “ Escrow Agreement ” means the form of Escrow Agreement, to be dated as of the Closing Date, by and among Parent, Merger Sub, Shareholders’ Representative and Escrow Agent.

     “ Escrow Period ” means the period of time beginning on the Closing Date and extending for 12 months thereafter.

     “ Final Determination ” means (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final after all allowable appeals by either party to the action have been exhausted or the time for filing such appeals has expired and is not subject to further review or modification, (b) a closing agreement entered into under Section 7121 of the Code or any other settlement or other agreement entered into in connection with an administrative or judicial proceeding, (c) execution of an Internal Revenue Service Form 870-AD, or (d) the expiration of the time for instituting suit with respect to a claimed deficiency.

     “ Governmental Entity ” means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to United States federal, state, local, or municipal government, foreign, international, multinational or other government, including any department, commission, board, agency, bureau, subdivision, instrumentality, official or other regulatory, administrative or judicial authority thereof, and any non-governmental regulatory body to the extent that the rules and regulations or orders of such body have the force of Law.

     “ Indebtedness ” means any of the following: (a) any indebtedness for borrowed money; (b) any obligations evidenced by bonds, debentures, notes or other similar instruments; (c) any obligations to pay the deferred purchase price of property or services, except trade accounts payable and other current Liabilities arising in the ordinary course of business; (d) any obligations as lessee under capitalized leases; (e) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property; (f) any obligations, contingent or otherwise, under acceptance credit, letters of credit or similar facilities, and; (g) any guaranty of any of the foregoing.

     “ Indemnitee ” means any Person that is seeking indemnification from an Indemnitor pursuant to the provisions of this Agreement.

     “ Indemnitor ” means any Party from which any Indemnitee is seeking indemnification pursuant to the provisions of this Agreement.

     “ Knowledge ” of Shareholders or any similar phrase means, with respect to any fact or matter, the actual knowledge of the individuals set forth on Schedule I , together with such knowledge that such persons could be expected to discover after due investigation concerning the existence of the fact or matter in question.

     “ Law ” means any statute, law (including common law), constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation or any other similar authority enacted, adopted, promulgated or applied by any Governmental Entity, each as may be amended from time to time.

     “ Letter of Transmittal ” is defined in Section 2.6(e) .

     “ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance in respect of such property or asset.

     “ Merger Consideration ” means the aggregate consideration that is payable to the Shareholders in accordance with the provisions of Section 2.6 .

     “ Order ” means any award, injunction, judgment, decree, order, ruling, subpoena or verdict or other decision issued, promulgated or entered by or with any Governmental Entity of competent jurisdiction.

     “ Permitted Liens ” means (a) Liens for current real or personal property Taxes not yet due and payable and with respect to which the Acquired Company or Atiam maintains adequate reserves, (b) Liens on Assets acquired pursuant to personal property leases of equipment set forth on Schedule 3.11(b) hereto and (c) Liens that are immaterial in character, amount, and extent and that do not detract from the value or interfere with the present or proposed use of the properties they affect.

     “ Person ” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body.

     “ Relevant Group ” means any affiliated, combined, consolidated, unitary or similar group of which any Party is or was a member.

     “ SEC ” means the U.S. Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Subsidiary ” or “ Subsidiaries ” means, with respect to any Party, any Person of which (a) such Party or any other Subsidiary of such Party is a general partner (excluding partnerships, the general partnership interests of which held by such Party or any Subsidiary of such Party do not have a majority of the voting interest in such partnership), or (b) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such Person is directly or indirectly owned or controlled by such Party and/or by any one or more of its Subsidiaries.

     “ Tax ” or “ Taxes ” means any and all federal, state, local, or foreign net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, employment, excise, property, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease, service, service use, occupation, severance, energy, unemployment, social security, workers’ compensation, capital, premium, and other taxes, assessments, customs, duties, fees, levies or other governmental charges of any nature whatever, whether disputed or not, together with any interest, penalties, additions to tax, or additional amounts with respect thereto.

     “ Tax Returns ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “ Taxing Authority ” means any Governmental Entity having jurisdiction with respect to any Tax.

     “ Transfer Taxes ” means sales, use, transfer, real property transfer, recording, documentary, stamp, registration and stock transfer taxes and fees.

     “ $ ” means United States dollars.

     1.2 Other Defined Terms . The following terms have the meanings assigned to such terms in the Sections of the Agreement set forth below:

368 Reorganization			6.2	(j)
Acquired Company		Recitals
Action			3.16	(a)
Agreement		Preamble
Applicable Survival Period			8.1	(d)
Atiam		Recitals
Atiam 401(k) Plan			7.1	(q)
Atiam Financial Statements			3.6	(a)
Atiam Intellectual Property			3.13	(e)
Atiam Owned Intellectual Property			3.13	(b)

Atiam Registered Items			3.13	(f)
Audited Financial Statements			6.6
Auditor			6.6
Balance Sheets			3.6	(b)
Balance Sheet Date			3.6	(b)
Bilenia		Recitals
Bilenia Purchase Agreement		Recitals
Buyers		Preamble
Buyers Indemnitees			8.2	(a)
Cap			8.2	(b)
Claims			10.2
Closing			2.2
Closing Date			2.2
Cash Closing Payment			2.6	(a)
Certificates			2.6	(e)
Certificates of Merger		Recitals
Consents			3.5	(a)
Constituent Entities		Recitals
Copyrights			3.13	(a)
Corporate Record Books			3.19
DE Certificate of Merger		Recitals
Disclosure Schedule		Recitals to Article III
Dissenting Shares			2.5
Dissenting Share Payments			2.7	(b)
DLLCA			2.2
Effective Time			2.2
Escrow Agent			2.6	(a)
Escrow Funds			2.6	(a)
Expense Certificate			7.1	(i)
Financial Statements			3.6	(a)
Fundamental Representations and Warranties			8.1	(b)
GAAP			3.6	(a)
GP Interests		Recitals
In-Bound Licenses			3.13	(c)
Intellectual Property			3.13	(a)
Intellectual Property Rights			3.13	(a)

IRS			3.17	(a)
Lease			3.12
Leased Personal Property			3.11	(d)
Letter Agreement			5.3
Liabilities			3.7
LP Interests		Recitals
Losses			8.2	(a)
Marks			3.13	(a)
Material Contracts			3.15	(b)
Merger		Recitals
Noncompetition Period			5.8	(a)
Nondisclosure Agreements			3.13	(i)
Notice of Claim			8.4	(a)
Out-Bound Licenses			3.13	(d)
PA Articles of Merger		Recitals
PA BCL		Recitals
Parent		Recitals
Parent Common Stock			2.5
Parent SEC Reports			4.4	(a)
Partnership Interests		Recitals
Patents			3.13	(a)
Per Share Merger Consideration			2.5
Policies			3.18	(a)
Pre-Closing Periods			6.2	(a)
Pro Rata Share			2.6	(a)
Proprietary Information			3.13	(a)
Prywes		Recitals
Regulation D			5.10
Related Party Agreement			3.21
Releasees			10.2
Representatives			5.3
Restricted Business			5.8	(a)
SCA		Preamble
SCA Financial Statements			3.6	(a)
SCA Shares		Recital
Secondary Representations and Warranties			8.1	(b)

Shareholder Indemnitees			8.3
Shareholders		Preamble
Shareholders’ Representative			8.10	(a)
Software			3.13	(a)
Straddle Period			6.2	(c)
Subsidiary Interests			3.3	(a)
Surviving Entity			2.1
Third Party Claim			8.4	(a)
Third Party Defense			8.4	(b)
Work Product Agreements			3.13	(j)
Written Consent		Recitals

ARTICLE II

PURCHASE AND SALE

     2.1 The Merger . Subject to the terms and conditions of this Agreement and the Certificates of Merger in such form as is required by the relevant provisions of the Laws of the State of Delaware and the Commonwealth of Pennsylvania, at the Effective Time, SCA shall be merged with and into Merger Sub and the separate corporate existence of SCA shall thereupon cease. As a result of the Merger, the outstanding shares of Equity Interests of SCA shall be converted or canceled in the manner provided in Section 2.5 of this Agreement, the separate corporate existence of SCA shall cease and Merger Sub shall be the surviving entity following the Merger. The Company as the surviving corporation following the Merger is sometimes referred to herein as the “ Surviving Entity ”.

     2.2 Closing; Effective Time . The closing of the Merger (the “ Closing ”) shall take place at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania, at 9:00 a.m. on a date to be specified by the Parties which shall be no later than two Business Days after satisfaction (or waiver as provided herein) of the conditions set forth in Article VII (other than those conditions that by their nature will be satisfied at the Closing), unless another time, date and/or place is agreed to in writing by the parties. The date upon which the Closing occurs is herein referred to as the “ Closing Date .” Simultaneously with, or as soon as practicable following, the Closing, Merger Sub as the Surviving Entity shall file the Certificates of Merger with the Secretaries of State of the State of Delaware and the Commonwealth of Pennsylvania as provided in Section 18-209 of the Delaware Limited Liability Company Act (the " DLLCA ”) and Section 1921 of the PA BCL, respectively. The Merger shall become effective at such time as such Certificates of Merger are so filed or at such later time as is set forth in the Certificates of Merger, if different, which time is hereinafter referred to as the “ Effective Time .”

     2.3 Effects of the Merger .

          (a) At and after the Effective Time, the Merger shall have the effects specified in the PA BCL and the DLLCA.

          (b) At the Effective Time, the Certificate of Formation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Formation of the Surviving Entity after the Merger until amended thereafter in accordance with applicable Law, except that Article I of the Certificate of Formation shall read: “The name of this limited liability company is Atiam Technologies, LLC.”

          (c) At the Effective Time, the Operating Agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the Operating Agreement of the Surviving Entity (except that all references to Merger Sub in the Operating Agreement of the Surviving Entity shall be changed to reflect the name change of Merger Sub), until amended thereafter in accordance with applicable Law.

          (d) At the Effective Time, The individuals whose names are set forth on Schedule 2.3(d) shall be the initial managers and officers of the Surviving Entity.

     2.4 Further Assurances . If, at any time after the Effective Time, the Surviving Entity shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things

are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Entity its right, title and interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of SCA or Atiam, or (b) otherwise to carry out the purposes of this Agreement, the Surviving Entity and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of SCA or Atiam, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of SCA or Atiam, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm the Surviving Entity’s right, title and interest in, to and under any of the rights, privileges, powers, franchises, properties or assets of SCA or Atiam and otherwise to carry out the purposes of this Agreement.

     2.5 Conversion of SCA Shares . Each of the SCA Shares issued and outstanding immediately prior to the Effective Time (other than SCA Shares the holder of which properly exercises his or her dissenters’ rights pursuant to Section 1572 of the PA BCL (the “ Dissenting Shares ”)), shall, by virtue of the Merger and without any action on the part of Buyers, the Acquired Company or the Shareholders, be converted into the right to receive consideration in the form of cash and unregistered shares of common stock of Parent, $0.001 par value per share (the " Parent Common Stock ”), in the amounts set forth opposite such Shareholder’s name on Schedule 2.5 hereto (the “ Per Share Merger Consideration ”), without any interest thereon and subject to the terms and conditions of this Agreement. Any SCA Shares held in the treasury of the Acquired Company shall be canceled and extinguished without any conversion thereof.

     2.6 Payment of Merger Consideration . The Merger Consideration shall be payable as follows:

          (a) As soon as practicable after receipt by Parent of the outstanding certificate or certificates representing each Shareholder’s SCA Shares in accordance with Section 2.6(e) below, Parent shall pay to each Shareholder, in accordance with such Shareholder’s pro rata ownership interest as set forth on Schedule 2.5 (as to each Shareholder, such Shareholder’s " Pro Rata Share ”), such Shareholder’s Per Share Merger Consideration as set forth on Schedule 2.5 . The aggregate amount of consideration payable by Parent to each Shareholder shall be such Shareholder’s Pro Rata Share of (i) an aggregate amount of cash equal to $850,000 (the “ Cash Closing Payment ”) by wire transfer to one or more accounts of such Shareholders, as designated in writing by each Shareholder and in the amounts set forth on Schedule 2.5 , plus (ii) such number of unregistered shares of Parent Common Stock that have a value of $1,150,000 based on the average closing price per share of Parent Common Stock on The Over the Counter Bulletin Board on the five consecutive trading days preceding the Closing Date.

          (b) Certificates representing an amount equal to $300,000 of the Parent Common Shares that would otherwise be payable to the Shareholders in accordance with Section 2.6(a) above shall be delivered to American Stock Transfer and Trust Company as escrow agent (the “ Escrow Agent ”) pursuant to the Escrow Agreement (such amount, together with any additional funds that may be placed into the escrow account from time to time, shall be the “ Escrow Funds ”), which Escrow Funds shall be released in accordance with the terms and conditions of the Escrow Agreement. Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock will be issued and any fractional shares of Parent Common Stock to be issued to any Shareholder shall be rounded up to the nearest whole share.

          (c) At the Closing, Shareholders’ Representative and Buyers shall enter into the Escrow Agreement with the Escrow Agent, under which the Escrow Agent shall hold the Escrow Funds as a source of recovery for any indemnification claims against Shareholders under Article VIII .

          (d) The Escrow Agreement will provide for payment of the Escrow Funds to the Shareholders at the end of the Escrow Period upon joint written instructions of Buyers and Shareholders’ Representative, net of any reductions for pending or resolved indemnification claims against Shareholders under Article VIII . For all tax purposes, the Escrow Funds shall be treated as owned by the Shareholders (and their successors) on and after Closing, so that all interest or other income earned from the investment of the Escrow Funds before release to the Shareholders (or their successors) shall be considered for tax purposes to be income of the Shareholders (or their successors) and the Escrow Agent shall report such interest or other income consistently therewith.

          (e) At the Closing, Shareholders shall deliver to Buyers the following: the certificates representing the SCA Shares (the “ Certificates ”) and a duly executed letter of transmittal (the " Letter of Transmittal ”) in the form reasonably acceptable to Shareholders and Buyers, which Letter of Transmittal shall specify that delivery shall be effected, and risk of loss of title to such Certificate shall pass, only upon proper delivery of the Certificate (duly endorsed in blank for transfer). The Shareholders shall also deliver to Buyers all other documents, instruments or certificates required to be delivered by Shareholders at or prior to the Closing pursuant to this Agreement

          (f) Notwithstanding anything herein to the contrary, in the event that the Buyers receive any certificates representing SCA Shares from a Person that is not a Shareholder pursuant to this Agreement, they shall be entitled to disregard such certificates.

     2.7 Dissenting Shares .

          (a) Notwithstanding anything in this Agreement to the contrary, any Dissenting Shares shall not be converted into or represent the right to receive the Pro Rata Merger Consideration unless and until such Shareholders that own such Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the PA BCL; and any such stockholder shall have only such rights in respect of the Dissenting Shares owned by them as are provided by Section 1572 of the PA BCL.

          (b) The Acquired Company shall give Buyers prompt notice of any demands for appraisal received by the Acquired Company, withdrawals of such demands, and any other communications received by the Acquired Company in connection with any demands for appraisal. The Acquired Company shall not, except with the written consent of Parent, voluntarily make any payment with respect to any such demands. Parent shall have the right to control all negotiations and proceedings with respect to demands for appraisal, including the right to settle any such demands. To the extent that Parent or the Acquired Company makes any payment in respect of any Dissenting Shares, Parent shall be entitled to recover under Article VIII hereof (i) the aggregate amount by which such payment exceeds the aggregate Merger Consideration and (ii) any other costs and expenses, including attorney fees and expenses, incurred in connection with investigating, defending and settling such demands for appraisal (the amounts in clauses (i) and (ii) collectively, “ Dissenting Share Payments ”).

     2.8 Withholding . Parent shall be entitled to deduct and withhold from the consideration payable pursuant to this Agreement to any holder of SCA Shares or Dissenting Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of applicable Tax Law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of SCA Shares or Dissenting Shares in respect of which such deduction and withholding was made by Parent.

     2.9 No Further Transfer of Shares . After the Effective Time, there shall be no transfers of SCA Shares that were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Entity. At the close of business on the day of the Effective Time, the stock ledger of the Company shall be closed.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

     Except as set forth in the disclosure schedule delivered by the Acquired Company to Buyers in connection with the execution and delivery of this Agreement (the “ Disclosure Schedule ”), Acquired Company and the Shareholders jointly and severally represent and warrant to Buyers as of the date hereof as follows:

     3.1 Organization and Good Standing .

          (a) The Acquired Company is a corporation duly organized, validly existing and presently subsisting under the Laws of the Commonwealth of Pennsylvania, has all requisite power to own, lease and operate its properties and to carry on its business as currently conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. Schedule 3.1(a) contains a complete and accurate list of each jurisdiction in which the Acquired Company is qualified to do business.

          (b) The Acquired Company is not in default under its Charter Documents. The Charter Documents of the Acquired Company in the forms previously provided to Buyers are the Charter Documents of the Acquired Company as in effect on the date of this Agreement.

     3.2 Capitalization .

          (a) The authorized Equity Interests of the Acquired Company consists of 1,000 shares of Common Stock, par value $1.00 per share, 500 of which are issued and outstanding. All of the SCA Shares are duly authorized, validly issued, fully paid and nonassessable and are owned of record and beneficially by each Shareholder free and clear of all Liens. Schedule 3.2(a) sets forth the ownership of the SCA Shares.

          (b) All of the SCA Shares were issued in compliance with applicable Laws. No SCA Shares were issued in violation of any Contract to which any Shareholder or the Acquired Company is a party or is subject or in violation of any preemptive or similar rights of any Person.

          (c) Other than the SCA Shares, the Acquired Company does not have outstanding any Equity Securities or any other securities. The Acquired Company is not a party or subject to any Contract obligating the Company to issue any Equity Securities or any other securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any securities of the Acquired Company. The Acquired Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.

          (d) Except as set forth on Schedule 3.2(d) , none of the Shareholders or the Acquired Company is a party or subject to any stockholder agreement, voting agreement, voting trust or any other

similar arrangement that has the effect of restricting or limiting the transfer, voting or other rights associated with the SCA Shares.

     3.3 Subsidiaries of the Acquired Company; Ownership of Partnership Interests .

          (a) Schedule 3.3(a) contains a true and complete list of (1) the Subsidiaries of the Acquired Company, and (2) all limited partnerships, general partnerships or other entities in which the Acquired Company holds an Equity Interest, and sets forth with respect to each such Subsidiary or entity the jurisdiction of formation, the authorized and outstanding Equity Interests of such Subsidiary or entity, and the owner(s) of record of such outstanding Equity Interests. The outstanding Equity Interests of each Subsidiary or other entity (collectively, the “ Subsidiary Interests ”) are duly authorized and validly issued and are owned by the Acquired Company free and clear of all Liens. The Acquired Company does not have any corporate Subsidiaries.

          (b) The Acquired Company is the beneficial owner of an aggregate of sixty percent (60%) of the Partnership Interests as set forth on Schedule 3.3(a) . The Acquired Company holds such Partnership Interests free and clear of all Liens. Atiam is validly existing and in good standing as a limited partnership under the Laws of the State of Delaware, has all requisite power to own, lease and operate its properties and to carry on its business as currently conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification.

          (c) The Acquired Company is the beneficial owner of sixty percent (60%) of the membership interests of Atiam GP, the sole general partner of Atiam. The Acquired Company holds such membership interests free and clear of all Liens. Atiam GP is validly existing and in good standing as a limited liability company under the Laws of the State of Delaware, has all requisite power to own, lease and operate its properties and to carry on its business as currently conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. Atiam GP is in existence for the sole purpose of serving as the general partner of Atiam and has no other business, assets or properties, has no employees, and maintains no separate benefit plans or financial statements.

          (d) Other than the Equity Interests set forth on Schedule 3.3(a) , neither Atiam nor Atiam GP has outstanding any Equity Securities. Neither Atiam nor Atiam GP is party or subject to any Contract obligating Atiam or Atiam GP, as applicable, to issue any Equity Securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any securities of Atiam or Atiam GP. Neither Atiam nor Atiam GP has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.

          (e) All of the Subsidiary Interests were issued in compliance with applicable Laws. No Subsidiary Interests were issued in violation of any Contract to which any Shareholder, the Acquired Company or Atiam is a party or is subject.

          (f) Other than the Subsidiaries or other entities set forth on Schedule 3.3(a) , neither the Acquired Company nor Atiam directly or indirectly owns any Equity Securities or other securities in any Person.

          (g) None of Shareholders, the Acquired Company or any Subsidiary of the Acquired Company is a party or subject to any stockholder agreement, voting agreement, voting trust or any other

similar arrangement that has the effect of restricting or limiting the transfer, voting or other rights associated with the Subsidiary Interests.

     3.4 Authority and Enforceability . Each of the Acquired Company and the Shareholders have the requisite power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Acquired Company. This Agreement has been duly executed and delivered by the Acquired Company and the Shareholders and, assuming due authorization, execution and delivery by Buyers, constitutes the valid and binding obligation of the Acquired Company and the Shareholders, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies.

     3.5 No Conflicts; Authorizations .

          (a) The execution and delivery of this Agreement by the Acquired Company and the Shareholders do not, and the performance by the Acquired Company and the Shareholders of their obligations hereunder and the consummation by the Acquired Company and the Shareholders of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of any of the Charter Documents of the Acquired Company or Atiam, (ii) except as set forth on Schedule 3.5(a) , violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights or require a consent to assignment, under any Contract (A) to which any of the Shareholders, the Acquired Company or Atiam is a party, (B) of which any of the Shareholders, the Acquired Company or Atiam is a beneficiary or (C) by which any of the Shareholders, the Acquired Company or Atiam or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Shareholders, the Acquired Company or Atiam, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by the Acquired Company or Atiam except for any such violations, conflicts, defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (iii) and (iv) that would not in the aggregate be material to the Acquired Company and Atiam taken as a whole. Schedule 3.5(a) sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any Contract to which the Acquired Company or Atiam is a party (collectively, “ Consents ”) in order to preserve all rights of, and benefits to, the Acquired Company and Atiam thereunder.

          (b) No Authorization or Order of, registration, declaration or filing with, or notice to, any Governmental Entity or other Person is required by or with respect to Shareholders, the Acquired Company or Atiam in connection with the execution and delivery of this Agreement and the consummation of the Merger.

     3.6 Financial Statements .

          (a) True and complete copies of the Acquired Company’s unaudited financial statements consisting of the balance sheets of the Acquired Company as at December 31, 2006 and June 30, 2007 and the related statements of income for the yearly and quarterly periods then ended (the “ SCA Financial Statements ”), were previously delivered to Buyers. True and complete copies of Atiam’s

audited financial statements, consisting of the balance sheet of Atiam as at December 31, 2005 and 2006, and the related statements of income and for the yearly period then ended, along with unaudited balance sheet as at June 30, 2007 (the “ Atiam Financial Statements ” and together with the SCA Financial Statements, the “ Financial Statements ”), were previously delivered to Buyers. Atiam maintains a standard system of accounting established and administered in accordance with United States generally accepted accounting principles (“ GAAP ”).

          (b) The Financial Statements are true, complete and correct and are based on the books and records of the Acquired Company or Atiam, as applicable. The Financial Statements fairly present in all material respects the financial condition of the Acquired Company and Atiam, as applicable, as of the respective dates they were prepared and the results of the operations of the Acquired Company or Atiam, as applicable, for the periods indicated (subject, in the case of the Balance Sheets and the SCA Financial Statements, to normal year-end adjustment and the absence of footnotes). The balance sheets of the Acquired Company and Atiam as of June 30, 2007 are referred to herein as the “ Balance Sheets ” and the date thereof as the “ Balance Sheet Date .”

          (c) Atiam maintains a system of proper and adequate internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to maintain accountability for the Assets of Atiam, (iii) access to the Assets of Atiam is permitted only in accordance with management’s general or specific authorization, (iv) the reporting of the Assets is compared with existing assets at regular intervals and (v) accounts receivable and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Neither the Acquired Company nor Atiam have engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds that have been and are reflected in the normally maintained books and records of the Acquired Company or Atiam, as applicable.

     3.7 No Undisclosed Liabilities . Except as set forth on Schedule 3.7 , the Acquired Company and Atiam have no direct or indirect liability, indebtedness, obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, known or unknown, accrued or unaccrued, due or reasonably expected to become due, liquidated or unliquidated (“ Liabilities ”), except (a) those that are adequately reflected or reserved against in the Balance Sheets as of the Balance Sheet Date and (b) those that have been incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date and that are not, individually or in the aggregate, material in amount.

     3.8 Taxes .

          (a) All Tax Returns required to have been filed by or with respect to the Acquired Company and Atiam have been duly and timely filed (or, if due between the date hereof and the Closing Date, will be duly and timely filed), and each such Tax Return correctly and completely reflects Liability for Taxes and all other information required to be reported thereon. All Taxes owed by the Acquired Company and Atiam (whether or not shown on any Tax Return) have been timely paid (or, if due between the date hereof and the Closing Date, will be duly and timely paid). The Acquired Company and Atiam have adequately provided for, in their books of account and related records, liability for all unpaid Taxes, being current Taxes not yet due and payable.

          (b) There is no action or audit currently proposed, pending against or, to the Shareholders’ Knowledge, threatened against, or with respect to, the Acquired Company or Atiam in respect of any Taxes. Neither the Acquired Company nor Atiam are the beneficiary of any extension of

time within which to file any Tax Return, nor have the Acquired Company or Atiam made (or have made on their behalf) any requests for such extensions. No claim has ever been made by an authority in a jurisdiction where the Acquired Company or Atiam do not file Tax Returns that they are or may be subject to taxation by that jurisdiction or that they must file Tax Returns. There are no Liens on any of the Equity Interests or Assets of the Acquired Company or Atiam with respect to Taxes.

          (c) The Acquired Company and Atiam have withheld and timely paid all Taxes required to have been withheld and paid and have complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto.

          (d) There is no dispute or claim concerning any Liability for Taxes with respect to the Acquired Company or Atiam for which notice has been provided, or that is asserted or, to the Shareholders’ Knowledge, threatened, or that is otherwise known to Shareholders. No issues have been raised in any Tax examination with respect to the Acquired Company or Atiam that, by application of similar principles, could be expected to result in liability for Taxes for any period not so examined. Schedule 3.8(d) (i) lists all federal, state, local and foreign income Tax Returns filed with respect to the Acquired Company and/or Atiam for taxable periods ended on or after January 1, 2001, (ii) indicates those Tax Returns that have been audited, and (iii) indicates those Tax Returns that currently are the subject of audit. Shareholders have delivered to Buyers correct and complete copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Acquired Company or Atiam since January 1, 2001. Neither the Acquired Company nor Atiam have waived (nor is it subject to a waiver of) any statute of limitations in respect of Taxes or has agreed to (or is subject to) any extension of time with respect to a Tax assessment or deficiency.

          (e) Neither the Acquired Company nor Atiam have ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

          (f) Neither the Acquired Company nor Atiam is a party to any Tax allocation or sharing agreement and it does not have any Liability for the Taxes of any Person, other than under Section 1.1502-6 of the Treasury regulations (or any similar provision of Law) with respect to any Relevant Group of which the Acquired Company currently is a member, (i) as a transferee or successor, (ii) by contract, (iii) under Section 1.1502-6 of the Treasury regulations (or any similar provision of Law) or (iv) otherwise. Except as set forth on Schedule 3.8(f) , neither the Acquired Company nor Atiam is a party to any joint venture, partnership or other arrangement that is treated as a partnership for federal income tax purposes.

          (g) Neither the Acquired Company nor Atiam has agreed to make, and is not required to make by virtue of the transactions contemplated by this Agreement or otherwise, any adjustment under Section 481(a) of the Code, and no Governmental Entity has proposed any such adjustment or change in accounting method. Any adjustment of Taxes of the Acquired Company or Atiam made by the IRS or comparable taxing authority, which adjustment is required to be reported to the appropriate Governmental Entities, has been so reported. Neither the Acquired Company nor Atiam has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of any Law, and neither the Acquired Company nor Atiam is subject to a private letter ruling of the IRS or comparable rulings of other taxing authorities.

          (h) Neither the Acquired Company nor Atiam will be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued (for purposes of the Financial Statements) in a prior taxable period (or portion of a taxable period) but was not recognized for tax purposes in any prior taxable period as a result of (i) an open transaction disposition made on or before the Closing Date, (ii) a prepaid amount received on or prior to the Closing Date, (iii) the

installment method of accounting, (iv) a change in accounting method or (v) any comparable provisions of Tax Law, or for any other reason, other than any amounts that are specifically reflected in a reserve for Taxes on the Financial Statements.

          (i) Neither the Acquired Company nor Atiam has entered into any transaction that is either a “listed transaction” or that the Acquired Company or Shareholders believe or believes, as the case may be, in good faith is a “reportable transaction” (both as defined in Treas. Reg. § 1.6011-4, as modified by applicable published IRS guidance).

          (j) Neither the Acquired Company nor Atiam have had, nor do the Acquired Company or Atiam expect to have, any net operating loss carryforwards or tax credit carryforwards.

     3.9 Compliance with Law .

          (a) Each of the Acquired Company and Atiam has complied in all material respects with each, and is not in violation in any material respect of, any applicable Law to which the Acquired Company or Atiam or its respective business, operations, assets or properties is or has been subject.

          (b) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with or failure on the part of the Acquired Company or Atiam to comply with, any Law, except for any such violations, conflicts or failures to comply that would not in the aggregate be material to the Acquired Company and Atiam taken as a whole. Neither the Acquired Company nor Atiam has received notice regarding any violation of, conflict with or failure to comply with any Law.

     3.10 Authorizations .

          (a) Each of the Acquired Company and Atiam owns, holds or lawfully uses in the operation of its business all Authorizations that are necessary for it to conduct its business as currently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by the Acquired Company or Atiam in the conduct of its business, free and clear of all Liens. Such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement. All Authorizations are listed on Schedule 3.10(a) .

          (b) No Person other than the Acquired Company or Atiam owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization that the Acquired Company or Atiam owns or uses in the operation of its business as currently conducted or as proposed to be conducted.

     3.11 Title to Personal Properties .

          (a) The only Assets of the Acquired Company are the Atiam Partnership Interests it holds and the Equity Interests it holds in Atiam GP, and the Acquired Company has no Liabilities (other than Liabilities for Taxes not yet due).

          (b) Schedule 3.11(b) sets forth a complete and accurate list of all the personal Assets owned, leased or used by Atiam as of the date of this Agreement specifying whether and by whom each such Asset is owned or leased and, in the case of leased Assets, indicating the parties to, execution dates of and annual payments under, the lease.

          (c) With respect to personal Assets that are owned including all properties and Assets reflected as owned on the Balance Sheet (other than inventory sold in the ordinary course of business since the date thereof), Atiam has good and valid title to all of such properties and assets, free and clear of all Liens except for Permitted Liens.

          (d) With respect to personal Assets that are leased (“ Leased Personal Property ”), Atiam has valid leasehold interests in such Leased Personal Property and all such leases are in full force and effect and constitute valid and binding obligations of the other party(ies) thereto. Neither Atiam nor any other party thereto is in breach of any of the terms of any such lease.

          (e) Other than Atiam, holders of Permitted Liens (solely to the extent of such Permitted Liens) and lessors of Leased Personal Property (solely to the extent of their interest in such Leased Personal Property) no Person has any interest in any personal Assets used by Atiam. Without limiting the foregoing, no Shareholder has any interest in any personal Assets used in the business of Atiam.

     3.12 Real Property . Neither the Acquired Company nor Atiam owns any real property or interests in real property. Every lease and sublease relating to any leased real property to which the Acquired Company or Atiam is a party or by which it is bound (each, a “ Lease ”) is in full force and effect and constitutes a valid and binding obligation of the parties thereto.

     3.13 Intellectual Property .

          (a) As used in this Agreement, “ Intellectual Property ” means (i) inventions (whether or not patentable), trade secrets, technical data, databases, customer lists, designs, tools, methods, processes, technology, ideas, know-how, source code, product road maps and other proprietary information and materials (“ Proprietary Information ”); (ii) trademarks and service marks (whether or not registered), trade names, logos, trade dress and other proprietary indicia and all goodwill associated therewith; (iii) documentation, advertising copy, marketing materials, web-sites, specifications, mask works, drawings, graphics, databases, recordings and other works of authorship, whether or not protected by Copyright; (iv) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, design documents, flow-charts, user manuals and training materials relating thereto and any translations thereof ( “ Software ”); and (v) all forms of legal rights and protections that may be obtained for, or may pertain to, the Intellectual Property set forth in clauses (i) through (iv) in any country of the world (“ Intellectual Property Rights ”), including all letters patent, patent applications, provisional patents, design patents, PCT filings, invention disclosures and other rights to inventions or designs (“ Patents ”), all registered and unregistered copyrights in both published and unpublished works (“ Copyrights ”), all trademarks, service marks and other proprietary indicia (whether or not registered) (“ Marks ”), trade secret rights, mask works, moral rights or other literary property or authors rights, and all applications, registrations, issuances, divisions, continuations, renewals, reissuances and extensions of the foregoing.

          (b) Neither the Acquired Company nor Atiam GP has any ownership or license rights or interests in any Intellectual Property. Schedule 3.13(b) lists (by name, owner and, where applicable, registration number and jurisdiction of registration, application, certification or filing) all Intellectual Property that is owned by Atiam (whether exclusively, jointly with another Person or otherwise) (“ Atiam Owned Intellectual Property ”); provided that Schedule 3.13(b) is not required to list items of Atiam Owned Intellectual Property that are both (i) immaterial to the Acquired Company and Atiam taken as a whole and (ii) not registered or the subject of an application for registration. Except as described in Schedule 3.13(b) , Atiam owns the entire right, title and interest to all Atiam Owned Intellectual Property free and clear of all Liens.

          (c) Schedule 3.13(c) lists all licenses, sublicenses and other Contracts (“ In-Bound Licenses ”) pursuant to which a third party authorizes Atiam to use, practice any rights under or grant sublicenses with respect to, any Intellectual Property owned by such third party, including the incorporation of any such Intellectual Property into Atiam’s products and, with respect to each In-Bound License, whether the In-Bound License is exclusive or non-exclusive.

          (d) Schedule 3.13(d) lists all licenses, sublicenses and other Contracts (“ Out-Bound Licenses ”) pursuant to which Atiam authorizes a third party to use, practice any rights under or grant sublicenses with respect to, any Atiam Owned Intellectual Property or pursuant to which Atiam grants rights to use or practice any rights under any Intellectual Property owned by a third party and, with respect to each Out-Bound License, whether the Out-Bound License is exclusive or non-exclusive.

          (e) Atiam (i) exclusively own the entire right, interest and title to all Intellectual Property that is used in or necessary for the businesses of Atiam as it is currently conducted or proposed to be conducted free and clear of Liens (including the design, manufacture, license and sale of all products currently under development or in production) or (ii) otherwise rightfully use or otherwise enjoy such Intellectual Property pursuant to the terms of a valid and enforceable In-Bound License that is listed in Schedule 3.13(c) . The Atiam Owned Intellectual Property, together with Atiam’s rights under the In-Bound Licenses listed in the Schedule 3.13(c) (collectively, the “ Atiam Intellectual Property ”), constitutes all the Intellectual Property used in or necessary for the operation of Atiam’s business as it is currently conducted and as proposed to be conducted.

          (f) All registration, maintenance and renewal fees related to Copyrights and any other certifications, filings or registrations that are owned by Atiam (“ Atiam Registered Items ”) that are currently due have been paid and all documents and certificates related to such Atiam Registered Items have been filed with the relevant Governmental Entity or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Atiam Registered Items. All Atiam Registered Items are in good standing, held in compliance with all applicable legal requirements and enforceable by Atiam. Neither the Acquired Company nor Atiam is the holder of any Patents or Marks.

          (g) Neither the Acquired Company nor the Shareholders are aware of any challenges (or any basis therefor) with respect to the validity or enforceability of any Atiam Intellectual Property. Schedule 3.13(g) lists the status of any Actions before any Governmental Entity anywhere in the world related to any of the Atiam Intellectual Property, including the due date for any outstanding response by Atiam in such Actions. None of the Shareholders, the Acquired Company nor Atiam has taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation, waiver or unenforceability of any Atiam Intellectual Property. Schedule 3.13(g) lists all previously held Atiam Registered Items that the Shareholders, the Acquired Company or Atiam has abandoned, cancelled, forfeited or relinquished during the 12 months prior to the date of this Agreement.

          (h) None of the products or services currently or formerly developed, manufactured, sold, distributed, provided, shipped or licensed by Atiam, or that currently are under development, has infringed or infringes upon, or otherwise unlawfully used or uses, the Intellectual Property Rights of any third party. Atiam, by conducting its business as currently conducted or as proposed to be conducted, has not infringed or infringes upon, or otherwise unlawfully used or uses, any Intellectual Property Rights of a third party. None of Shareholders, the Acquired Company or Atiam has received any communication alleging that Atiam or any of its products, services, activities or operations infringe upon or otherwise unlawfully use any Intellectual Property Rights of a third party nor, to Shareholders’ Knowledge, is there any basis therefor. No Action has been instituted, or, to Shareholders’ Knowledge, threatened, relating to

any Intellectual Property formerly or currently used by Atiam and none of the Atiam Intellectual Property is subject to any outstanding Order. To Shareholders’ Knowledge, no Person has infringed or is infringing any Intellectual Property Rights of Atiam or has otherwise misappropriated or is otherwise misappropriating any Atiam Intellectual Property.

          (i) With respect to Atiam’s Proprietary Information, the documentation relating thereto is current, accurate and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the special knowledge or memory of others. Atiam has taken commercially reasonable steps to protect and preserve the confidentiality of all Proprietary Information owned by it. Without limiting the generality of the foregoing, the Proprietary Information of the Atiam is not part of the public knowledge and has not been used or divulged for the benefit of any Person other than Atiam. Any receipt or use by, or disclosure to, a third party of Proprietary Information owned by the Atiam has been pursuant to the terms of binding written confidentiality agreement between Atiam and such third party (the “ Nondisclosure Agreements ”). True and complete copies of the Nondisclosure Agreements, and any amendments thereto, have been provided to Buyers. Atiam is, and to Shareholders’ Knowledge, all other parties to the Nondisclosure Agreements are, in compliance with the provisions thereof. Atiam is in compliance with the terms of all Contracts pursuant to which a third party has disclosed to, or authorized Atiam to use, Proprietary Information owned by such third party.

          (j) All current and former employees, consultants and contractors of the Acquired Company or Atiam that have executed and delivered enforceable agreements regarding the protection of Proprietary Information and providing valid written assignments of all Intellectual Property conceived or developed by such employees, consultants or contractors in connection with their services for Atiam (“ Work Product Agreements ”) are listed on Schedule 3.13(j) , and such individuals listed on Schedule 3.13(j) are in compliance with such Work Product Agreements. Other than the individuals listed on Schedule 3.13(j) , no current or former employees, consultants and contractors of the Acquired Company or Atiam conceived or developed any Intellectual Property in connection with their services for Atiam. True and complete copies of the Work Product Agreements have been provided to Buyers. No current or former employee, consultant or contractor or any other Person has any right, claim or interest to any of the Atiam Intellectual Property.

          (k) No employee, consultant or contractor of Atiam has been, is or will be, by performing services for Atiam, in violation of any term of any employment, invention disclosure or assignment, confidentiality, noncompetition agreement or other restrictive covenant or any Order as a result of such employee’s, consultant’s or independent contractor’s employment by Atiam or any services rendered by such employee, consultant or independent contractor.

          (l) All Intellectual Property that has been distributed, sold or licensed to a third party by Atiam that is covered by a warranty conformed to or conforms to, and performed or performs in accordance with, the representations and warranties provided with respect to such Intellectual Property by or on behalf of Atiam for the time period during which such representations and warranties apply. True and complete copies have been provided to Buyers of all Contracts pursuant to which Atiam has agreed to indemnify a third party in connection with any Intellectual Property that has been distributed, sold or licensed by Atiam.

          (m) The execution and delivery of this Agreement by any Shareholder does not, and the consummation of the Merger (in each case, with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, result in the loss or impairment of any Atiam Intellectual Property, or give rise to any right of any third party to terminate or reprice or otherwise renegotiate any of Atiam’s rights to own any of its Intellectual Property or rights under any Out-Bound License or In-Bound License,

nor require the consent of any Governmental Entity or other third party in respect of any such Intellectual Property.

     3.14 Absence of Certain Changes or Events . From the Balance Sheet Date to the date of this Agreement (with respect to the representation and warranty made as of the date of this Agreement) and from the Balance Sheet Date to the Closing Date (with respect to the representation and warranty made as of the Closing Date), except as set forth on Schedule 3.14 :

          (a) there has not been any material adverse change in the condition (financial or otherwise), operations, prospects or results of operations of the Acquired Company and Atiam taken as a whole;

          (b) neither the Acquired Company nor Atiam has amended or changed its Charter Documents;

          (c) neither the Acquired Company nor Atiam has declared, set aside or paid any dividend or other distribution (whether in cash, stock or property) with respect to any Equity Security or any other security;

          (d) neither the Acquired Company nor Atiam has split, combined or reclassified any Equity Security or other security, or issued, or authorized for issuance, any Equity Security or other security;

          (e) neither the Acquired Company nor Atiam has altered any term of any outstanding Equity Security or other security;

          (f) neither the Acquired Company nor Atiam has (i) increased or modified the compensation or benefits payable or to become payable by the Acquired Company or Atiam to any of its current or former directors, employees, contractors or consultants, except in the ordinary course, consistent with past