AGREEMENT AND PLAN OF MERGER

Exhibit 2.4

AGREEMENT AND PLAN OF MERGER

by and among:

TESSERA TECHNOLOGIES, INC.,

a Delaware corporation;

FORT KNOX MERGER SUB, INC.,

a Delaware corporation;

FOTONATION, INC.,

a Delaware corporation;

and

YURY PRILUTSKY,

as Stockholders’ Agent.

Dated as of January 31, 2008

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER, dated as of January 31, 2008 (this “Agreement”), by and among TESSERA TECHNOLOGIES, INC., a Delaware corporation (“ Parent ”), FORT KNOX MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), FOTONATION, INC., a Delaware corporation (the “ Company ”), and YURY PRILUTSKY, as agent for the holders of Equity Interests of the Company (the “ Stockholders’ Agent ”).

WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved and declared advisable the merger of Merger Sub with and into the Company (the “ Merger ”) upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”); and

WHEREAS, the respective Boards of Directors of Parent and the Company have determined that the Merger is in furtherance of and consistent with their respective business strategies and is in the best interest of their respective stockholders, and Parent has approved this Agreement and the Merger as the sole stockholder of Merger Sub.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the parties hereto agree as follows:

Article 1.

The Merger

Section 1.1 The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”).

Section 1.2 Effective Time. As soon as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article 6, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, in substantially the form attached hereto as Exhibit A, and executed in accordance with the relevant provisions of, the DGCL (the date and time of such filing, or if another date and time is specified in such filing, such specified date and time, being the “ Effective Time ”).

Section 1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges,

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powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The date on which the Merger becomes effective shall be referred to herein as the “ Closing Date .”

Section 1.4 Certificate of Incorporation; By-laws. At the Effective Time, the Certificate of Incorporation and the By-laws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the By-laws of Merger Sub, each as in effect immediately prior to the Effective Time, as the same may be amended as provided therein or by applicable Law.

Section 1.5 Directors and Officers. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation.

Article 2.

Conversion of Securities; Exchange of Certificates

Section 2.1 Conversion of Securities. Subject to the subsections of this Section 2.1 and Sections 2.2, 2.3, 2.5 and 2.6, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company:

Section 2.1.1 Cancellation of Certain Shares . Each share of common stock, par value $0.0001 per share, of the Company (“ Company Common Stock ”) held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, or in the treasury of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

Section 2.1.2 Conversion of Merger Sub Shares. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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Section 2.1.3 Conversion of Company Common Stock . Each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Share Merger Consideration.

Section 2.1.4 Change in Shares . If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Section 2.2 Exchange of Certificates.

Section 2.2.1 Exchange Agent . As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with Computershare or another bank or trust company designated by Parent (the “ Exchange Agent ”), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2, through the Exchange Agent, cash in U.S. dollars in an amount sufficient to pay the Stockholder Consideration as provided herein (such cash being hereinafter referred to as the “ Exchange Fund ”) payable pursuant to Section 2.1 in exchange for outstanding shares of Company Common Stock. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Stockholder Consideration contemplated to be paid pursuant to Section 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose.

Section 2.2.2 Exchange Procedures . Within one Business Day after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “ Certificates ”) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions or by the Exchange Agent, the Exchange

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Agent shall pay by wire transfer or check as promptly as practicable to the holder of such Certificate thereof the Per Share Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate; provided, however , that Parent shall deliver to the Escrow Agent on behalf and in the name of such holder an amount in cash representing the Pro Rata Share of the Escrow Amount such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. The Escrow Amount shall be maintained in an escrow fund (the “ Escrow Fund ”) for the purposes of satisfying claims brought pursuant to Section 2.6, Section 3.25, Article 8, Article 9 and Section 10.1 for the periods of time and in accordance with the terms set forth in the Escrow Agreement. No interest will be paid or accrued on any Merger Consideration, including the Aggregate Merger Consideration, payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the Per Share Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration.

Section 2.2.3 Further Rights in Company Common Stock . All Merger Consideration paid in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock.

Section 2.2.4 Termination of Exchange Fund . Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to Parent for the Per Share Merger Consideration, without any interest thereon.

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Section 2.2.5 No Liability . Neither Parent nor the Company shall be liable to any holder of shares of Company Common Stock for any cash from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.

Section 2.2.6 Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration without any interest thereon.

Section 2.2.7 Withholding . Each of Parent, the Surviving Corporation, any Company Subsidiary or the Exchange Agent shall be entitled to deduct and withhold from the consideration or any other payments otherwise payable to any person pursuant to this Agreement to any former holder of Company Common Stock or former holder of vested Company Options such amounts as Parent, the Surviving Corporation, any Company Subsidiary or the Exchange Agent are required to deduct and withhold under 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 by Parent, the Surviving Corporation, any Company Subsidiary or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of Company Common Stock or former holder of vested Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation, any Company Subsidiary or the Exchange Agent.

Section 2.2.8 Merger Consideration Certificate . Two Business Days prior to the Closing Date, the Company shall deliver to Parent a draft of the Merger Consideration Certificate, which sets forth, for each holder of Company Common Stock and each holder of Company Options, such person’s allocation of the Merger Consideration and such person’s allocation of the Escrow Fund pursuant to this Article 2 based on assumptions set forth therein. At the Closing, the Stockholders’ Agent shall deliver to Parent the Merger Consideration Certificate setting forth the final calculation of such amounts.

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Section 2.3 Dissenters’ Rights.

Section 2.3.1 Notwithstanding anything to the contrary contained in this Agreement, to the extent that the provisions of Section 262 of the DGCL are, or prior to the Effective Date may become, applicable to the Merger, any shares of Company Common Stock that, as of the Effective Time, are or may entitle the holder thereof to appraisal rights under Section 262 of the DGCL shall not be converted into or represent the right to receive a portion of the Aggregate Merger Consideration, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of the DGCL; provided, however , that if the status of any such shares carrying appraisal rights shall not be perfected, or if any such shares shall lose their status as shares carrying appraisal rights, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) their Pro Rata Share of the Aggregate Merger Consideration in accordance with Section 2.1.

Section 2.3.2 The Company shall give Parent (A) prompt notice of any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Section 262 of the DGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL and (B) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Parent shall have consented in writing to such payment or settlement offer.

Section 2.4 Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into their Pro Rata Share of the Aggregate Merger Consideration.

Section 2.5 Stock Options. Prior to the Effective Time, the Board of Directors of the Company (the “ Company Board ”) (or, if appropriate, any committee thereof) shall adopt appropriate

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resolutions and take all other actions necessary and appropriate to provide that (i) each unexpired and unexercised option or similar right to purchase Company Common Stock (the “ Company Options ”), under the Company’s 2003 Stock Plan (the “ Company Stock Option Plan ”), that is vested as of immediately prior to the Effective Time shall be cancelled effective as of immediately prior to the Effective Time, and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive from Parent, in consideration of the cancellation of such Company Option and in settlement therefor, an amount in cash (without interest and subject to any applicable withholding or other taxes required by applicable Law to be withheld) equal to the product of (A) the total number of shares of Company Common Stock previously subject to such vested Company Option and (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of Company Common Stock previously subject to such vested Company Option (such amounts payable hereunder being referred to as the “ Option Payment ”) and (ii) each Company Option that is unvested as of immediately prior to the Effective Time shall terminate for no consideration effective as of immediately prior to the Effective Time. As of the Effective Time, any such Company Option shall no longer be exercisable by the former holder thereof, and the Company will use its reasonable best efforts to obtain all necessary consents to ensure that former holders of Company Options will have no rights other than, with respect to Company Options that are vested as of immediately prior to the Effective Time, the right to receive the Option Payment.

Section 2.6 Adjustment to Merger Consideration.

Section 2.6.1 Closing Balance Sheet . As soon as reasonably practicable following the Closing but no later than 60 days following the Closing, Parent shall cause to be prepared and delivered to the Stockholders’ Agent a balance sheet of the Company (the “ Closing Balance Sheet ”) as of the Closing Date, including a calculation of each of: (a) the amount of cash of the Company as of the close of business on the Closing Date, which amount shall include the exercise price of unexercised vested Company Options (the “ Closing Cash ”); (b) the accounts receivable of the Company on the Closing Date that are collected by the Company as of the close of business on the sixtieth (60) day following the Closing Date (the “ Closing A/R ”); provided , that the Closing A/R shall not include any accounts receivable of the Company that were created after the Closing Date; (c) the accounts payable balance of the Company as of the Closing Date, including any accounts payable of the Company that should have been reflected on the books of the Company at Closing, but were not so reflected (the “ Closing A/P ”); and (d) the amount of Company Transaction Expenses unpaid as of the close of business on the Closing Date,

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including any Company Transaction Expenses that should have been reflected on the books of the Company at Closing, but were no so reflected (the “ Closing Transaction Expenses ”). The Closing Balance Sheet shall be prepared strictly in accordance with GAAP. Parent agrees to afford to the Stockholders’ Agent and its accountants, counsel, financial advisors or other representatives access at reasonable times and on reasonable prior notice to all of the Surviving Corporation’s and its Subsidiaries’ books and records, contracts, personnel and accountants and the work papers of each of the foregoing and, upon request, shall provide copies of any of the foregoing, as may be reasonably necessary to assist the Stockholders’ Agent in its review of the Closing Balance Sheet.

Section 2.6.2 Review; Disputes .

Section 2.6.2.1 If the Stockholders’ Agent disputes the calculation of any of the Closing Cash, the Closing A/R, the Closing A/P and the Closing Transaction Expenses set forth in the Closing Balance Sheet, then the Stockholders’ Agent shall deliver a written notice (a “ Dispute Notice ”) to Parent during the 10-day period commencing upon delivery by the Company to the Stockholders’ Agent of the Closing Balance Sheet (the “ Review Period ”). The Dispute Notice shall set forth the principal basis for the dispute for each disputed item of such calculation.

Section 2.6.2.2 If the Stockholders’ Agent does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, the calculation of each of the Closing Cash, the Closing A/R, the Closing A/P and the Closing Transaction Expenses set forth in the Closing Balance Sheet shall be deemed final and binding on Parent, the Company, the Stockholders’ Agent and each of the other former stockholders and optionholders of the Company for all purposes of this Agreement.

Section 2.6.2.3 If the Stockholders’ Agent delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Stockholders’ Agent and Parent shall use commercially reasonable efforts to reach agreement on such disputed amount of Closing Cash, Closing A/R, Closing A/P and/or Closing Transaction Expenses, as applicable. If the Stockholders’ Agent and Parent are unable to reach agreement on the amount(s) in dispute within 10 days after the end of the Review Period, either party shall have the right to refer such dispute to Ernst & Young LLP (such firm, or any successor thereto, being referred to herein

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as the “ Designated Accounting Firm ”) during the period commencing on such tenth day and ending sixty (60) days afterward. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Stockholders’ Agent and Parent shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed issues with respect to the calculation of the Closing Cash, the Closing A/R, the Closing A/P and/or the Closing Transaction Expenses identified as under dispute in the Dispute Notice; (B) the Designated Accounting Firm shall determine the Closing Cash, the Closing A/R, the Closing A/P and/or the Closing Transaction Expenses, as applicable within 20 days of such referral, and upon reaching such determination shall deliver a copy of its calculations (the “ Expert Calculations ”) to the Stockholders’ Agent, Parent and the Escrow Agent; and (C) the determination of the disputed Closing Cash, the Closing A/R, the Closing A/P and/or the Closing Transaction Expenses made by the Designated Accounting Firm shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In calculating the disputed Closing Cash, the Closing A/R, the Closing A/P and/or the Closing Transaction Expenses, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Dispute Notice, and (2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by the Company or the Stockholders’ Agent, as the case may be, and no lower than the amount calculated by the Company or the Stockholders’ Agent, as the case may be. The Expert Calculations shall reflect in detail the differences, if any, between the Closing Cash, the Closing A/R, the Closing A/P and/or the Closing Transaction Expenses as identified in the Dispute Notice reflected therein and the Closing Cash, the Closing A/R, the Closing A/P and/or the Closing Transaction Expenses as identified in the Dispute Notice set forth in the Closing Balance Sheet. The fees and expenses of the Designated Accounting Firm shall be borne equally by Parent and the former stockholders and optionholders of the Company, which fees and expenses shall be deducted from the Adjustment Escrow Fund prior to making any payments to the former stockholders and optionholders pursuant to Section 2.6.3.

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Section 2.6.3 Adjustment of Merger Consideration .

Section 2.6.3.1 If the sum of the Closing Cash plus the Closing A/R, less the Closing A/P, less the Closing Transaction Expenses, as finally determined in accordance with this Section 2.6 (the “ Final Closing Cash ”), is less than the Target Closing Cash, then the Escrow Agent shall promptly remit to Parent, by wire transfer of immediately available funds, an amount equal to such deficiency from the Adjustment Escrow Fund on deposit pursuant to the Escrow Agreement; provided, however , that if the Adjustment Escrow Fund is not sufficient to make such payment in its entirety, then the Escrow Agent shall promptly remit to Parent, by wire transfer of immediately available funds from the Indemnity Escrow Fund on deposit pursuant to the Escrow Agreement, the amount by which the Adjustment Escrow Fund is less than such deficiency. If the Final Closing Cash, as finally determined in accordance with this Section 2.6, is greater than the Target Closing Cash, then Parent shall promptly remit to the former stockholders of the Company, via the Exchange Agent, and former holders of vested Company Options, via the payroll system of the Surviving Corporation or the respective Subsidiary of the Company, an aggregate amount equal to such excess.

Section 2.6.3.2 The Escrow Agent shall promptly remit to the former holders of shares of Company Common Stock and vested Company Options the amounts remaining in the Adjustment Escrow Fund, if any, after first paying Parent the amount of any deficiency. All payments made pursuant to Section 2.6 shall be treated by the parties as adjustments to the Merger Consideration unless otherwise required by applicable law. All payments to the former holders of shares of Company Common Stock and vested Company Options shall be in accordance with each such holder’s Pro Rata Share of the Aggregate Merger Consideration.

Section 2.7 Milestone Payment. Subject to Section 2.8, in the event that the Milestone is achieved in accordance with Exhibit B, then Parent shall pay the respective portions of the Milestone Payment to the Exchange Agent, for the benefit of and payment to the former holders of shares of Company Common Stock, and the Surviving Corporation or the respective Subsidiary of the Company, for the benefit of and payment to the former holders of vested Company Options in accordance with each such holder’s Pro Rata Share.

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Section 2.8 Milestone Payment Mechanism.

Section 2.8.1 If Parent determines that the Milestone has been achieved or deemed achieved, Parent shall deliver to the Stockholders’ Agent a written notice stating that the Milestone has been achieved or deemed achieved, and Parent shall make the appropriate Milestone payment contemplated in Section 2.7 within five (5) Business Days of such written notice.

Section 2.8.2 If the Stockholders’ Agent believes the Milestone has been achieved or should be deemed to have been achieved, he may deliver a notice (the “ Milestone Notice ”) to Parent. The Milestone Notice shall state that the Stockholders’ Agent believes that the Milestone has been achieved or should be deemed to have been achieved pursuant to Section 2.7 and contain a brief description of the circumstances supporting the Stockholders’ Agent’s belief that the Milestone has been achieved or should be deemed to have been achieved. Parent shall afford to the Stockholders’ Agent and its accountants, counsel or other representatives reasonable access at reasonable times and upon reasonable prior notice, to the necessary books and records, contracts, personnel and work papers, and upon request, shall provide copies of such materials, as reasonably required to assist the Stockholders’ Agent in its evaluation of the achievement of the Milestone. After the receipt by Parent of the Milestone Notice, if any, the parties shall arrange for a mutually agreeable time (not later than 30 days after such receipt by Parent of the Milestone Notice) for the Stockholders’ Agent to demonstrate the achievement of the Milestone. If, after such demonstration, Parent agrees with Stockholders’ Agent as to the matters set forth in the Milestone Notice, Parent shall pay the respective portions of the Milestone Payment to the Exchange Agent, for the benefit of and payment to the former holders of shares of Company Common Stock, and the Surviving Corporation or the respective Subsidiary of the Company, for the benefit of and payment to the former holders of vested Company Options in accordance with each such holder’s Pro Rata Share within five (5) Business Days after Parent acknowledges its agreement as to the matters set forth in the Milestone Notice. If, after such demonstration, Parent does not agree with Stockholders’ Agent as to the matters set forth in the Milestone Notice, Parent shall deliver a written notice of disagreement with matters set forth in the Milestone Notice (“ Determination Notice ”) to the Stockholders’ Agent within 45 days after its receipt of the Milestone Notice. The determination by Parent shall be binding unless the Stockholders’ Agent gives written notice (“ Determination Response

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Notice ”) of disagreement with the determination to Parent within 30 days after its receipt of Parent’s Determination Notice, specifying the nature and extent of such disagreement in sufficient specificity to allow Parent to investigate and respond to each element of such disagreement. If Parent does not send a Determination Notice to the Stockholders’ Agent within 45 days of the receipt of the Milestone Notice, Parent shall be presumed to agree with the matters set forth in the Milestone Notice and shall pay the respective portions of the Milestone Payment to the Exchange Agent, for the benefit of and payment to the former holders of shares of Company Common Stock, and the Surviving Corporation or the respective Subsidiary of the Company, for the benefit of and payment to the former holders of vested Company Options in accordance with each such holder’s Pro Rata Share within five (5) Business Days after the termination of such 45-day period. Parent and the Stockholders’ Agent shall negotiate in good faith to resolve any dispute relating to any determination by Parent. Within five (5) Business Days after the resolution of any dispute through negotiation between the parties, Parent shall pay the respective portions of the amount, if any, agreed between the parties to the Exchange Agent, for the benefit of and payment to the former holders of shares of Company Common Stock, and the Surviving Corporation or the respective Subsidiary of the Company, for the benefit of and payment to the former holders of vested Company Options in accordance with each such holder’s Pro Rata Share. If the Stockholders’ Agent and Parent are unable to resolve any dispute relating to any determination by Parent within 30 days after receipt by Parent of a Determination Response Notice, the Stockholders’ Agent and Parent submit such disagreement to the Designated Accounting Firm. In connection with the resolution of any such disagreement with the Designated Accounting Firm, each of the Stockholders’ Agent and Parent shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed issues with respect to the determination of the achievement or the deemed achievement of the Milestone. Within five (5) Business Days after the resolution of any dispute through the Designated Accounting Firm, Parent shall pay to the Exchange Agent, for the benefit of and payment to the former holders of shares of Company Common Stock, and the Surviving Corporation or the respective Subsidiary of the Company, for the benefit of and payment to the former holders of vested Company Options in accordance with each such holder’s Pro Rata Share, the respective portions of the amount, if any, agreed between the parties and specified by the Designated Accounting Firm. All Milestone Payments made pursuant to Sections 2.7 and 2.8 shall be treated by the parties as adjustments to the Merger Consideration unless otherwise required by applicable Law.

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Section 2.8.3 Parent and the Stockholders’ Agent may agree in writing to modify the Milestone, but either party may decline a modification requested by the other party for any or no reason. In the event that Parent either (A) requires the Company to pursue a modified Milestone program not agreed to in writing by the Stockholders’ Agent, or (B) terminates the Milestone, then the Milestone shall be deemed achieved.

Article 3.

Representations and Warranties of the Company

Except as set forth in the Disclosure Schedule delivered by the Company to Parent prior to the execution of this Agreement (the “ Disclosure Schedule ”), which identifies exceptions by specific Section references, the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 3.1 Organization and Qualification.

Section 3.1.1 The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Subsidiaries is a company duly incorporated and validly existing and in good standing (or appropriately recognized as legally in existence and active) under the laws of the jurisdiction of its incorporation. The Company and its Subsidiaries has the legal right and requisite power and authority and all necessary licenses, consents and/or governmental approvals to (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Company Material Contracts. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary. Each of the Subsidiaries of the Company is identified in Section 3.1.1 of the Disclosure Schedule. The Company or one of its Subsidiaries is the sole stockholder of each of the Subsidiaries. Except for the Subsidiaries set forth in Section 3.1.1 of the Disclosure Schedule, neither the Company nor the Subsidiaries have an Equity Interest, in, or loans to, any corporation, partnership, join venture, or other business entity. Neither the Company nor the Subsidiaries is obligated to make or be bound by any agreement or obligation to make, any investment in or capital contribution in or on behalf of any other entity.

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Section 3.1.2 Neither the Company nor any of its Subsidiaries has conducted business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names identified in Section 3.1.2 of the Disclosure Schedule.

Section 3.1.3 Section 3.1.3 of the Disclosure Schedule accurately sets forth (A) the names of the members of the Company Board and each director of each of the Company’s Subsidiaries, (B) the names of the members of each committee of the Company Board, (C) the names and titles of the officers of the Company and each of the Company’s Subsidiaries and (D) the legal and beneficial ownership of the Irish Subsidiaries.

Section 3.2 Certificate of Incorporation and By-laws; Corporate Books, Records, Statutory Books and Powers of Attorney

Section 3.2.1 The copies of the Company’s Amended and Restated Certificate of Incorporation (the “ Company Certificate ”) and By-laws, as amended (the “ Company By-laws ”) and the Memorandum and Articles of Association for each of the Irish Subsidiaries (the “ Irish Memoranda and Articles of Association ”) and the Amended and Restated Constitutive Act for the Romanian Subsidiary (“ Romanian Constitutive Act ”) included as exhibits to Section 3.2 of the Disclosure Schedule are complete and correct copies thereof as in effect on the date hereof. The Company is not in violation of any of the provisions of the Company Certificate or the Company By-laws. None of the Subsidiaries of the Company is in violation of any of the provisions of the charter documents of such Subsidiary. Correct and complete copies of statutory registers and all minute books of the Company and each of the Company’s Subsidiaries have been made available by the Company to Parent. There have been no formal meetings or other proceedings of the stockholders of the Company, the Company Board of any committee of the Company board that are not reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company Certificate or Company By-laws, and the Company has not taken any action that is inconsistent with any resolution adopted by the stockholders of the Company, the Company Board or any committee of the Company Board. There has not been any violation of any of the provisions of any charter document of any of the Company’s Subsidiaries, and no such Subsidiary has taken any action which is inconsistent with any resolution adopted by the shareholders of such Subsidiary, the board of such Subsidiary or any committee of the board of such Subsidiary.

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Section 3.2.2 All registers, minute books and other statutory books required to be kept by each Subsidiary of the Company pursuant to applicable Law, have been properly kept, contain a true, complete and accurate record of the matters with which they should deal and no notice or allegation has been received that any of them is incorrect or should be rectified.

Section 3.2.3 No Irish Subsidiary has or will, pending Completion, have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom and use thereof) are not under the exclusive ownership and direct control of the relevant Irish Subsidiary.

Section 3.2.4 There is no power of attorney given by any Subsidiary of the Company in force and no outstanding authority by which any person may enter into any agreement, arrangement or obligation to do anything on behalf of any such Subsidiary (other than any authority of its employees and directors to enter into agreements in the ordinary and usual course of their duties).

Section 3.3 Capitalization.

Section 3.3.1 The authorized capital stock of the Company consists of 10,000,000 shares of Company Common Stock. As of the date hereof, (A) 3,010,592 shares of Company Common Stock are issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (B) no shares of Company Common Stock are held in the treasury of the Company, and (C) 1,477,089 shares of Company Common Stock are issuable (and such number was reserved for issuance) upon exercise of Company Options outstanding. Except for Company Options to purchase not more than 1,477,089 shares of Company Common Stock, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock or other Equity Interests of the Company, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company to issue or sell any shares of its capital stock or

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other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company. The Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance as set forth in this Section 3.3.1 or Section 3.3.1 of the Disclosure Schedule. All outstanding shares of Company Common Stock and all outstanding Company Options have been issued and granted in compliance with (1) all applicable securities laws or pursuant to valid exemptions therefrom and other applicable Laws and (2) all requirements set forth in applicable contracts. Section 3.3.1 of the Disclosure Schedule accurately sets forth the name of each holder of Company Common Stock and the total number of shares of Company Common Stock held by such person as of the date hereof. The Company is not subject to the periodic reporting requirements of the Exchange Act.

Section 3.3.2 The issued shares in the Irish Subsidiaries comprise the whole of the allotted and issued share capital of the Irish Subsidiaries. There are no shares issued or allotted in any Irish Subsidiary which are not legally and beneficially owned by the Company. The shares issued in the Irish Subsidiaries are fully paid up or credited as fully paid up. There is no Encumbrance, nor is there any agreement, arrangement or obligation to create or give any Encumbrance, on, over or affecting any of the shares or any issues or unissued shares of any Irish Subsidiary and no claim has been made by any person to be entitled to any such Encumbrance. Save as provided for in this Agreement (A) there is no agreement, arrangement or obligation in force which calls for the present or future allotment, issue or transfer of, or the grant to any person of the right (whether conditional or otherwise) to call for the allotment, issue or transfer of, any share or loan capital of any Irish Subsidiary (including without limitation, any option or right of pre-emption or conversion in any Irish Subsidiary and (B) no share or loan capital has been created, allotted, issued, acquired, repaid or redeemed, or agreed to be created, allotted, issued, acquired, repaid or redeemed, by any Irish Subsidiary since December 31, 2006.

Section 3.3.3 Section 3.3.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (A) the name of the holder of such Company Option; (B) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (C) the date on which such Company Option was

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granted and the term of such Company Option; (D) the vesting schedule for such Company Option; (E) the exercise price per share of Company Common Stock purchasable under such Company Option; and (F) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the Code. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

Section 3.3.4 Neither the Company nor any of its Subsidiaries has declared any dividends or made any distributions with respect to its capital stock. Neither the Company nor any of its Subsidiaries has repurchased, redeemed or otherwise reacquired any shares of Equity Interests of the Company or any of its Subsidiaries other than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issuance price of such securities. All securities so reacquired by the Company or any of its Subsidiaries were reacquired in compliance with (A) the applicable provisions of the DGCL and other applicable Laws and (B) all requirements set forth in applicable restricted stock purchase agreements and other applicable contracts. There are no outstanding contractual obligations of the Company or any of its Subsidiaries (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (4) requiring the registration for sale of, or (5) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or other Equity Interests in the Company or any of its Subsidiaries. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to provide funds or any form of security to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

Section 3.4 Authority.

Section 3.4.1 The Company has all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and each Ancillary Agreement to be consummated by the Company. The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party by the Company and the consummation by the Company

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of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby other than the Required Stockholder Vote. The execution and delivery of each Ancillary Agreement to which a Company Subsidiary is a party by such entity and the consummation by each such entity of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of any Company Subsidiary and no stockholder votes are necessary to authorize any such Ancillary Agreement to which it is a party or to consummate the transactions contemplated thereby.

Section 3.4.2 The Company Board (pursuant to a unanimous vote of all members of the Company Board at a meeting duly called and held on January 31, 2008) has (A) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (B) authorized and approved the Merger, (C) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders and (D) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Law that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement. This Agreement and each Ancillary Agreement to which the Company and/or a Company Subsidiary is a party have been duly authorized and validly executed and delivered by the Company and/or such Company Subsidiary and constitute a legal, valid and binding obligation of the Company and/or such Company Subsidiary, enforceable against them in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws generally affecting the rights of creditors and subject to general equity principles. True and complete copies of all resolutions of the Company Board reflecting such actions have been previously provided to Parent. No state takeover statute or similar statute or regulation is applicable to or purports to be applicable to the Merger or any other transaction contemplated by this Agreement or any Ancillary Agreement.

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Section 3.5 No Conflict; Required Filings and Consents.

Section 3.5.1 The execution and delivery of this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries is a party by the Company or the respective Subsidiary does not, and the performance of this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries is a party by the Company or the respective Subsidiary will not, (A) (assuming the Required Stockholder Vote is obtained) conflict with or violate any provision of the Company Certificate or Company By-laws or the Irish Memoranda and Articles of Association, (B) assuming that all consents, approvals, authorizations and permits described in Section 3.5.2 have been obtained and all filings and notifications described in Section 3.5.2 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (C) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of the Company or any of its Subsidiaries pursuant to, any Company Material Contract or Company Permit.

Section 3.5.2 The execution and delivery of this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries is a party by the Company and/or its Subsidiaries does not, and the performance of this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries is a party by the Company and/or its Subsidiaries will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person, except for the filing and recordation of the Certificate of Merger as required by the DGCL.

Section 3.6 Permits; Compliance With Law; Statutory Demand.

Section 3.6.1 Each of the Company and its Subsidiaries is in possession of all authorizations, licenses, permits, consents, certificates, approvals and clearances (the “ Company Permits ”) of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate its properties or to carry on its business substantially in the manner currently conducted, and all such Company Permits are valid,

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and in full force and effect. Neither the Company nor any of its Subsidiaries is neither in conflict with, nor in default or violation of, (A) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (B) any material Company Permits. Each of the Company and its Subsidiaries is, and has been, in compliance with all applicable Laws. (1) Neither the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law in any material respect and (2) no event has occurred or circumstance exists that (with or without notice or lapse of time) (AA) may constitute or result in a material violation by the Company or any of its Subsidiaries of, or a failure on the part of the Company or any of its Subsidiaries to comply with, any Law or (BB) may give rise to any obligation on the part of the Company or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Neither the Company, its Subsidiaries nor any director, officer, agent or employee of the Company or any of its Subsidiaries has (x) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (y) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (z) made any other unlawful payment.

Section 3.6.2 No 21-day notices or other statutory demand whether under section 214 of the Irish Companies Act 1963 (as amended) or otherwise has been received by any Irish Subsidiary. No order has been made nor are there any facts or circumstances which could give rise to an order being made against any Irish Subsidiary under s.140 of the Irish Companies Act 1990 (as amended). No Irish Subsidiary has acquired any property in circumstances which may lead to an application for an order of the Irish Courts under section 139 of the Irish Companies Act 1990 (as amended). No event analogous to any of the foregoing above at Section 3.6.3 has occurred in respect of any of the Irish Subsidiaries outside Ireland.

Section 3.7 Financial Statements.

Section 3.7.1 The Company has delivered to Parent the following financial statements and notes (collectively, the “ Company Financial Statements ”):

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Section 3.7.1.1 The audited balance sheets set forth in Section 3.7.1.1 of the Disclosure Schedule, the notes thereto and the unqualified report and opinion of the auditors identified therein; and

Section 3.7.1.2 The unaudited balance sheets of the Company and its Subsidiaries set forth in Section 3.7.1.2 of the Disclosure Schedule (the “ Unaudited Interim Balance Sheets ”), and the related unaudited income statements of the Company and its Subsidiaries for the months then ended.

Section 3.7.2 Each of the Company Financial Statements is accurate and complete and presents fairly the consolidated financial position of the Company or its Subsidiaries, as applicable, as of the respective dates thereof and the results of operations and (in the case of the financial statements referred to in Section 3.7.1.1) cash flow of the Company or its Subsidiaries, as applicable, for the periods covered thereby. The Company Financial Statements have been prepared in accordance with the Accounting Principles for the respective entities applied on a consistent basis throughout the periods covered. The Company has also delivered to Parent copies of all letters from the auditors of the Company’s Subsidiaries to such entities’ board of directors or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto. Neither the Company nor any of its Subsidiaries has entered into any “off balance sheet” transactions, except as fully disclosed in the footnotes to the respective Company Financial Statements.

Section 3.8 Liabilities; Insolvency; Accounts Receivable.

Section 3.8.1 Neither the Company nor any of its Subsidiaries has any Liabilities, except for: (A) Liabilities identified as such, and in the amounts set forth, in the “liabilities” section of the respective Unaudited Interim Balance Sheets of the Company and its Subsidiaries for the period ended December 31, 2007; and (B) Liabilities described in Section 3.8.1 of the Disclosure Schedule.

Section 3.8.2 No order has been made or petition presented or resolution passed for the winding up or dissolution of any Irish Subsidiary or for the appointment of a liquidator or examiner to any Irish Subsidiary. No receiver and/or manager has been appointed by any person over the whole or any part of the business or assets of any Irish Subsidiary. No Irish Subsidiary is insolvent or likely to become insolvent or unable to pay its debts within the meaning of section 214 of the Irish Companies Act 1963 (as

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amended). No Irish Subsidiary has stopped paying or suspended payment of its debts as they fall due nor has any Irish Subsidiary sought from its creditors any extensions of time for the payment of its debts. No distress, execution, sequestration or other process has been levied in respect of any of the assets of any Irish Subsidiary. No composition in satisfaction of the debts of any of the Irish Subsidiaries, or scheme of arrangement of its affairs, or compromise or arrangement between it and its creditors or members or any class of its creditors or members, has been proposed, sanctioned or approved. No event has occurred causing, or which upon intervention or notice by any Irish Subsidiaries may cause, any floating charge created by any of the Irish Subsidiaries to crystallise or any charge created by it to become enforceable, nor has any such crystallisation occurred or is such enforcement in process. In relation to any property or assets held by each of the Irish Subsidiaries under any hire purchase, conditional sale, chattel leasing, retention of title agreement or otherwise belonging to a third party, no event has occurred which entitles, or which upon intervention or notice by the third party may entitle, the third party to repossess the property or assets concerning or terminate the agreement or any licence in respect of the same.

Section 3.8.3 No order has been made or petition presented or resolution passed for the winding up or dissolution of the Romanian Subsidiary, for any reason whatsoever, or for the appointment of a liquidator, special or judicial manager to the Romanian Subsidiary. The Romanian Subsidiary is not insolvent or likely to become insolvent or unable to pay its debts within the meaning of article 3 of the Law no. 85/2006 regarding the insolvency procedure, as subsequently amended. The Romanian Subsidiary has not stopped paying or suspended payment of its debts as they fall due nor has the Romanian Subsidiary sought from its creditors any extensions of time for the payment of its debts. No distress, execution, sequestration or other process has been levied in respect of any of the assets of the Romanian Subsidiary.

Section 3.8.4 Section 3.8.4 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company and its Subsidiaries as of the date hereof. All existing accounts receivable of the Company and its Subsidiaries (including those accounts receivable reflected on the Unaudited Interim Balance Sheets that have not yet been collected and those accounts receivable that have arisen since the applicable date of such Unaudited Interim Balance Sheet and have not yet been collected) (A) represent and will

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represent valid obligations of customers of the Company or its Subsidiaries arising from bona fide transactions entered into in the ordinary course of business and (B) are current and will be collected in full within 90 days of the date on which it first comes due and payable, without any counterclaim or set off (net of the respective reserves shown on the most recent Unaudited Interim Balance Sheets prior to the date hereof, which reserves are adequate and calculated consistent with the Accounting Principles). Subject to such reserves, each of such accounts receivable either has been or will be collected in full, without any counterclaim or setoff, within ninety days after the day on which it first becomes due and payable.

Section 3.9 Absence of Certain Changes or Events Since December 31, 2007, except as specifically contemplated by this Agreement, each of the Company and its Subsidiaries has conducted its business in the ordinary course consistent with past practice and, since such date, there has not been (A) any Company Material Adverse Effect or an event or development that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (B) any event or development that would, individually or in the aggregate, reasonably be expected to prevent or delay the performance of this Agreement or any Ancillary Agreement by the Company or any of its Subsidiaries, or (C) any action taken by the Company or any of its Subsidiaries during the period from December 31, 2007 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1.

Section 3.10 Employee Benefit Plans.

Section 3.10.1 Section 3.10.1 of the Disclosure Schedule sets forth a true and complete list of each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) and any other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate (as defined below) or any Irish Subsidiary), which are maintained, sponsored or contributed to by the Company or any Irish Subsidiary or ERISA Affiliate, or under which the Company or any Irish Subsidiary or ERISA Affiliate has any obligation to contribute to or any material Liability, including but not limited to all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a

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“ Company Benefit Plan ”). For purposes of this Section 3.10, “ ERISA Affiliate ” shall mean any entity (whether or not incorporated) other than the Company that, together with the Company, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code. None of the Company or, to the knowledge of the Company, any other person has any express or implied commitment, whether legally enforceable or not, to modify or change any Company Benefit Plan in any material manner or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, the Company has delivered to Parent true, correct and complete copies of, as applicable (A) each Company Benefit Plan (or, if not written a written summary of its material terms), including all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications, (C) the most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan, (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent advisory, determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a letter, (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all filings made with any Governmental Entity, including any filings under the Voluntary Compliance Resolution or Audit Closing Agreement Program or the United States Department of Labor Delinquent Filer Voluntary Compliance Program.

Section 3.10.2 Each Company Benefit Plan has been administered in accordance with its terms and all applicable Laws in all material respects, including ERISA and the Code, and contributions required to be made under the terms of any of the Company Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent Unaudited Interim Balance Sheet prior to the date hereof of the respective entity. With respect to the Company Benefit Plans, to the knowledge of the Company, no event has occurred and there exists no condition or set of circumstances in connection with which the Company would be subject to any material Liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans, ERISA, the Code or any other applicable Law.

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Section 3.10.3 (A) Each Company Benefit Plan which is intended to qualify under Section 401(a) of the Code or in the case of any Irish Subsidiary under the applicable Law has received a favorable advisory, determination or opinion letter from the IRS or the equivalent thereof under the applicable Law as to its qualified status, and each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code or the equivalent under the applicable Law is so exempt, and to the Company’s knowledge no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust, (B) to the Company’s knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that would result in material Liability to the Company or ERISA Affiliate, (C) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material Liability (other than (i) Liability for ordinary administrative expenses typically incurred in a termination event or (ii) if the Company Benefit Plan is a pension benefit plan subject to Part 2 of Subtitle B of Title I of ERISA, or in the case of any Irish Subsidiary is a defined benefit scheme within the meaning of the applicable Law, Liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA or the applicable Law) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such Liability or such Liability is reflected on the most recent Unaudited Interim Balance Sheet prior to the date hereof of the respective entity), (D) no Legal Proceeding has been brought, is pending, or to the knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts thereunder, including any audit or inquiry by the IRS, PBGC, United States Department of Treasury or United States Department of Labor (other than routine benefits claims), (E) no Company Benefit Plan is a multiemployer plan (as defined in Section 3(37) of ERISA) (“ Multiemployer Plan ”) or other plan subject to Title IV of ERISA and neither the Company nor any Irish Subsidiary and/or ERISA Affiliate has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other plan subject to Title IV of ERISA, and (F) no Liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate, and no condition exists that would reasonably be expected to give rise to any such Liability thereunder.

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Section 3.10.4 Except as required by Law, neither the Company nor any Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. No Company Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. With respect to any employee subject to United States Law, the Company and each ERISA Affiliate are in material compliance with (A) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the regulations (including proposed regulations) thereunder and any similar state Law and (B) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder. Each Company Benefit Plan in which an Irish Subsidiary participates has been administered in compliance in all material respects with all applicable Laws.

Section 3.10.5 No payment or benefits provided pursuant to any Company Benefit Plan or other arrangement between the Company and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations and Internal Revenue Service guidance thereunder), including the grant, vesting or exercise of any stock option or stock appreciation right provides for the deferral of compensation subject to Section 409A of the Code, whether pursuant to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) or otherwise. The Company is not a party to, or otherwise obligated under, any Company Benefit Plan or other arrangement that provides for the gross-up of the Tax imposed by Section 409A(a)(1)(B) of the Code.

Section 3.10.6 All Company Options have been appropriately authorized by the Company Board or an appropriate committee thereof, including approval of the option exercise price or the methodology for determining the option exercise price and the substantive option terms. All Company Options that are, or could be, subject to Section 409A of the Code, have an exercise price at least equal to the fair market value of the Company Common Stock as determined under Section 409A of the Code, on the date the Company Option was granted. No Company Options have been retroactively granted, nor has the exercise price of any Company Option been determined retroactively.

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Section 3.10.7 The consummation of the transactions described in this Agreement, alone or together with any other event, will not (A) accelerate the time of payment or vesting or trigger any payment or funding (through a trust or otherwise) of compensation or benefits under, or materially increase the amount payable or create any other material obligation pursuant to, any Company Benefit Plan or (B) result in payments under any Company Benefit Plan which would not be deductible under Section 280G of the Code or Section 162 of the Code.

Section 3.10.8 Other than negotiation of insurance premiums upon renewal of insurance policies, no event has occurred or circumstance exists that could result in a material increase in premium costs of any Company Benefit Plan that is insured or a material increase in benefit costs of such Company Benefit Plan that is self-insured.

Section 3.10.9 The Company has provided Parent with a list and copies of each Company Benefit Plan that is entered into, maintained, administered or contributed to by the Company or any affiliates, and covers any employee of the Company or former employee of the Company or any of its Subsidiaries who is or was employed by the Company or any of its Subsidiaries outside of the United States (each an “ International Plan ”). Each International Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations (including any special provisions relating to qualified plans where such International Plan was intended so to qualify) and has been maintained in good standing with applicable regulatory authorities. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any International Plan that would increase materially the expense of maintaining such International Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. According to the actuarial assumptions and valuations most recently used for the purpose of funding each International Plan (or, if the same has no assumptions and valuations or is unfunded, according to commercially reasonable actuarial assumptions and valuations, as of the date hereof the total amount or value of the funds available under such International Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or

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accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which the Company or any of its Subsidiaries has or would have after the Effective Time any obligation. From and after the Effective Time, Parent and its affiliates will get the full benefit of any such funds, accruals or reserves.

Section 3.11 Labor and Other Employment Matters.

Section 3.11.1 Each of the Company and its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, employment permits and immigration, occupational safety, plant closings, and wages and hours. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Neither the Company nor any of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and any of their respective employees, and neither the Company nor any of its Subsidiaries has experienced any such labor dispute, strike, slowdown or work stoppage within the past three years. Neither the Company, any of its Subsidiaries nor their respective representatives or employees has committed any unfair labor practices in connection with the operation of the business of the Company or any of its Subsidiaries, and there is no charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened. No Subsidiary has effected any redundancies within the past three (3) years. Neither the Company nor any of its Subsidiaries is delinquent in payments to any of their respective employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. The Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld

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from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no pending claims against the Company or any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability. There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is not pending or threatened before the United States Equal Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any of its Subsidiaries has employed or currently employs any person. Each independent contractor of the Company and each of its Subsidiaries has been properly classified as an independent contractor for the purposes of Tax Laws, Laws applicable to employee benefits and other applicable Laws. Each of the employees of the Company and/or its Subsidiaries has been properly classified as either an exempt or a non-exempt employee for the purposes of all applicable Laws and all employees of the Company and its Subsidiaries have received the pay to which they are entitled to received under applicable Laws. There are no controversies pending or, to the knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any of their respective current or former employees. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in violation of any term of any employment contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company or any of its Subsidiaries has given notice, nor is the Company otherwise aware, that such employee intends to terminate his or her employment with the Company or the respective Subsidiary.

Section 3.11.2 The Company has identified in Section 3.11.2 of the Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company or any of its Subsidiaries; (B) all severance programs and policies of the Company and its Subsidiaries with or relating to its employees; and (C) all plans, programs, agreements and other arrangements of the Company or any of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain

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provisions related to a change in control, including a merger, of the Company. None of the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including severance, unemployment compensation, parachute or otherwise) becoming due to any director, officer, employee or consultant of or to the Company or Subsidiary or affiliate from the Company or affiliate under any Company Benefit Plan or otherwise, (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any benefits. No individual has terminated employment or other service or been terminated, nor has any event occurred that could give rise to a termination event, in any event under circumstances that have given, or could give, rise to a severance obligation on the part of the Company or any of its Subsidiaries. Section 3.11.2 of the Disclosure Schedule sets forth the Company’s best estimates of the amounts payable as a result of the transactions contemplated by this Agreement, any Ancillary Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the foregoing), based on compensation data applicable as of the date of the Disclosure Schedule and the assumptions stated thereon.

Section 3.11.3 Each employee of the Company and its Subsidiaries has a right to work in the jurisdiction in which such employee is employed under applicable Law.

Section 3.12 Contracts; Debt Instruments.

Section 3.12.1 Neither the Company nor any of its Subsidiaries is a party to or bound by any contract:

Section 3.12.1.1 any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any Ancillary Agreement, or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Ancillary Agreement,

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Section 3.12.1.2 that involves aggregate expenditures in excess of $25,000 or the performance of services having a value in excess of $25,000 in the aggregate,

Section 3.12.1.3 that contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any of the Company’s current or future Subsidiaries or affiliates, or which restricts the conduct of any line of business by the Company or any of the Company’s current or future Subsidiaries or affiliates or any geographic area in which the Company or any of the Company’s current or future Subsidiaries or affiliates may conduct business,

Section 3.12.1.4 that contains any provisions with respect to the ability of the Company or any of its Subsidiaries to acquire any product or other asset or any services from any other person, to sell any product or other asset to or perform any services for any other person or to transact business or deal in any other manner with any other person or develop or distribute any technology,

Section 3.12.1.5 that relates to the employment of, or the performance of services by, any employee, consultant or independent contractor,

Section 3.12.1.6 that relates to the Intellectual Property Rights or Technology,

Section 3.12.1.7 that creates or involves any agency relationship, distribution arrangement or franchise relationship,

Section 3.12.1.8 that relates to the acquisition, issuance or transfer of any securities,

Section 3.12.1.9 that relates to the creation of any Encumbrance with respect to any asset of the Company or any of its Subsidiaries,

Section 3.12.1.10 that affects the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with a term of less than six months),

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Section 3.12.1.11 that involves or relates to the escrow of any source code for any software of the Company or any of its Subsidiaries,

Section 3.12.1.12 that involves or incorporates any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement,

Section 3.12.1.13 that creates or relates to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities,

Section 3.12.1.14 that relates to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Related Party,

Section 3.12.1.15 that constitutes or relates to a Government Contract or Government Bid,

Section 3.12.1.16 that was entered into outside the ordinary course of business or was inconsistent with the Company’s past practices and that is not required to be listed above,

Section 3.12.1.17 whereby any Governmental Entity has agreed to pay or paid any investment, grant or subsidy and neither the Company nor any of its Subsidiaries is or shall be liable to make any payment to any such Governmental Entity as a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements,

Section 3.12.1.18 that relates to any agreement in place with any educational institution, or

Section 3.12.1.19 that would prohibit or delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement.

Each contract of the type described in this Section 3.12, whether or not set forth in Section 3.12.1 of the Disclosure Schedule, is referred to herein as a “ Company Material Contract .”

Section 3.12.2 Each Company Material Contract is valid and binding on the Company and its Subsidiaries and party thereto and is enforceable and, to the Company’s knowledge, each other party thereto, and in full force and effect, and the Company or its respective Subsidiaries, as applicable, has performed all obligations required to be

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performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract. The Company has no knowledge of, and neither the Company nor any of its Subsidiaries has received any notice of and intention to terminate, disclaim or repudiate, or any notice of any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract or any other contract to which it is a party or by which it or any of its properties or assets is bound. Section 3.12.2 of the Disclosure Schedule provides the Company’s good faith estimate of the additional costs which will accrue to the Company or any of its Subsidiaries under the contracts described in Section 3.12.1.1 as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, and such estimate is, in the aggregate, accurate in all material respects.

Section 3.13 Litigation. As of the date hereof, there is no pending or threatened Legal Proceeding, and no person has threatened in writing, or to the Company’s knowledge otherwise, to commence any Legal Proceeding: (A) that involves the Company, any of its Subsidiaries or any of the Company Assets; or (B) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated by this Agreement. No event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. As of the date hereof, there is no order, writ, injunction, judgment or decree to which the Company, any of its Subsidiaries or any of the Company Assets is subject. To the knowledge of the Company, no officer or key employee of the Company or any of its Subsidiaries is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other key employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries. No Legal Proceeding has ever been commenced by or has ever been pending against or threatened against the Company or any of its Subsidiaries.

Section 3.14 Environmental Matters.

Section 3.14.1 Each of the Company and its Subsidiaries (A) is in compliance in all material respects with all, and is not subject to any Liability, with respect to any applicable Environmental Laws, (B) holds or has applied for all Environmental Permits necessary to conduct their current operations and (C) is in compliance in all material respects with its Environmental Permits, if any.

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Section 3.14.2 Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter or claim alleging that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law, nor is the Company aware of any information which might form the basis of any such notice, demand, letter, claim or request.

Section 3.14.3 Neither the Company nor any of its Subsidiaries (A) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials with respect to any real property owned or leased by the Company or its Subsidiaries or their operations thereon and, to the knowledge of the Company, no Legal Proceeding is pending or threatened in writing with respect thereto, and (B) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any Liability under any Environmental Law or relating to any Hazardous Materials.

Section 3.14.4 None of the Real Property owned or leased by the Company or any of its Subsidiaries is listed or, to the knowledge of the Company, proposed for listing on the “National Priorities List” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended as of the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup.

Section 3.14.5 True, complete and correct copies of the written reports, and all parts thereof, of all environmental audits or assessments, if any, in the possession of the Company or any of its Subsidiaries, which have been conducted at any owned, leased or operated property of the Company or any of its Subsidiaries, have been provided to Parent.

Section 3.15 Intellectual Property.

Section 3.15.1 General . Section 3.15.1(a) of the Disclosure Schedule sets forth with respect to the Intellectual Property Rights owned by the Company or any of its Subsidiaries: (A) for each patent and patent application, the patent number or application serial number for each jurisdiction in which the patent or application has been filed, the date filed or issued and the present status thereof; (B) for each registered trademark, trade name or service mark, the application serial number or registration number for each

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applicable country, province and/or state and the class of goods covered, as well as a list of all common law trademarks, tradenames, service marks and service names used by the Company, including a list of applicable jurisdictions; (C) for each URL or domain name, the registration date, any renewal date and name of registry; (D) for each mask work, the date of first commercial exploitation and if registered, the registration number and date of registration for each applicable country, province and/or state and (E) for each registered copyrighted work, the number and date of registration for each by country, province and/or state in which a copyright application has been registered. In addition, Section 3.15.1(b) of the Disclosure Schedule includes a list of all Software incorporated in, provided with or otherwise necessary to use, develop, support and maintain, the Company’s or any of its Subsidiaries’ products, including all Software that the Company or any of its Subsidiaries provides or makes available to its customers. True and correct copies of all applications filed and registrations (including all pending applications and application related documents) related to the Intellectual Property Rights listed on Section 3.15.1(a) of the Disclosure Schedule have been provided or made available to Parent. Section 3.15.1(c) of the Disclosure Schedule also sets forth all third party components, whether hardware, firmware or Software, that are incorporated in or provided by the Company or any of its Subsidiaries with their respective products, or that are otherwise necessary for the manufacture of the Company’s or any of its Subsidiaries’ products. Finally, Section 3.15.1(d) of the Disclosure Schedule lists all in-licenses of the Intellectual Property Rights applicable to the Company’s or any of its Subsidiaries’ products, other than standard, generally commercially available “off-the-shelf” or “shrink-wrapped” Software that is not redistributed with or used in the development or provision of the Company’s or any of its Subsidiaries’ products and that involve payments or expenditures by the Company of $5,000 or less over the life of the applicable contract.

Section 3.15.2 Sufficiency. The Intellectual Property Rights and Technology owned or licensed by the Company or any of its Subsidiaries constitute all Intellectual Property Rights and Technology necessary for the conduct of the Company’s or any of its Subsidiaries’ business as presently conducted, including the design, manufacture, license and sale of all products currently under development or in production.

Section 3.15.3 Royalties and Licenses. Except pursuant to the licenses listed in Section 3.15.3 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any obligation to compensate or account to any Person for the use of any of the Company’s Intellectual Property Rights or Technology.

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Section 3.15.4 Ownership. Each of the Company and its Subsidiaries (A) owns all right, title and interest in and to the Intellectual Property Rights and Technology purported to be owned by the Company or such Subsidiary, including the Intellectual Property Rights and Technology listed in Section 3.15.4 of the Disclosure Schedule, free and clear of any liens, claims or encumbrances and (B) has a valid and enforceable right or license to use all other Intellectual Property Rights and Technology used in or related to the conduct of the Company’s or any of its Subsidiaries’ business, and all such licensed Intellectual Property Rights and rights to use Technology will not cease to be valid and enforceable rights of the Company or its Subsidiaries by reason of the execution, delivery and performance of this Agreement or by any ancillary agreements executed in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby. Without limiting the foregoing, the Intellectual Property Rights and Technology owned by t