AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

Execution copy

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

I-MANY-INC, I-MANY DEMAND CORP.,

EDGE DYNAMICS, INC.

AND

PAUL HOLLAND, AS STOCKHOLDERS’ REPRESENTATIVE

May 2, 2008

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “ Agreement ”) is entered into as of May 2, 2008 by and among I-many, Inc., a Delaware corporation (the “ Buyer ”), I-Many Demand Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “ Transitory Subsidiary ”), Edge Dynamics, Inc., a Delaware corporation (the “ Company ”) and, solely with respect to Sections 1.3 , 1.6(b) , 1.14 , 4.3 , 4.11 and Article VI hereof, Paul Holland as stockholders’ representative (the “ Stockholders’ Representative ”), as agent and attorney-in-fact for each stockholder of the Company (individually, a “ Stockholder ” and collectively, the “ Stockholders ”). The Buyer, the Transitory Subsidiary and the Company are sometimes referred to herein as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein shall have the respective meanings set forth in Article IX hereof.

This Agreement contemplates a merger of the Transitory Subsidiary into the Company. In such merger, the stockholders of the Company will receive cash in exchange for their capital stock of the Company.

WHEREAS, concurrently with the execution and delivery of this Agreement, each of the persons who have been offered and accepted employment with Buyer have executed offer letters regarding their employment, effective as of the Closing (the “ Offer Letters ”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Mr. Henry Olson has entered into the Employment Agreement; and

NOW, THEREFORE, in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

ARTICLE I

THE MERGER

1.1 The Merger . Upon and subject to the terms and conditions of this Agreement, the Transitory Subsidiary shall merge with and into the Company at the Effective Time. From and after the Effective Time, the separate corporate existence of the Transitory Subsidiary shall cease and the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law.

1.2 The Closing . The Closing shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 1117 California Avenue, Palo Alto, CA 94304, commencing at 9:00 a.m. local time on the Closing Date.

1.3 Actions at the Closing . At the Closing:

(a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1 ;

(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2 ;

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(c) the Buyer shall file with the Secretary of State of the State of Delaware the Certificate of Merger;

(d) the Buyer shall pay to the Payment Agent an amount equal to the excess of (A) the aggregate Merger Consideration payable to the Company Preferred Stockholders (other than with respect to Dissenting Shares), less (B) such Company Stockholders’ Pro Rata Share of the Escrow Amount (such excess being referred to as the “ Initial Merger Consideration ”);

(e) the Buyer, the Stockholders’ Representative and the Payment Agent shall execute and deliver the Payment Agent Agreement in the form attached hereto as Exhibit A (the “ Payment Agent Agreement ”);

(f) the Buyer, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement in the form attached hereto as the Exhibit B (the “ Escrow Agreement ”) and the Buyer shall pay to the Escrow Agent the Escrow Amount; and

(g) the Buyer shall pay to Silicon Valley Bank the aggregate amounts then due under the Loan Agreement, up to a maximum of $1,817,000, as specified in Schedule 1.3(g) .

1.4 Additional Action . The Surviving Corporation may, at any time after the Effective Time, take any action, including executing and delivering any document, in the name and on behalf of either the Company or the Transitory Subsidiary, in order to consummate the transactions contemplated by this Agreement.

1.5 Conversion of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities, each Company Share outstanding immediately prior to the Effective Time shall be converted into the right to receive from Buyer the following Merger Consideration:

(a) Common Shares . No payment or consideration shall be paid in respect of any Common Share;

(b) Preferred Shares .

(i) Each Series A Preferred Share issued and outstanding immediately prior to the Effective Time (other than Series A Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Series A Preferred Shares that are Dissenting Shares and Series A Preferred Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.9 ) an amount of cash as is equal to the result obtained by dividing (A) 26.46% of the Merger Consideration by (B) the number of outstanding Series A Preferred Shares immediately prior to the Effective Time.

(ii) Each Series B Preferred Share issued and outstanding immediately prior to the Effective Time (other than Series B Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Series B Preferred Shares that are Dissenting Shares and Series B Preferred Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.9 ) an amount of cash as is equal to the result obtained by dividing (A) 46.28% of the Merger Consideration by (B) the number of outstanding Series B Preferred Shares immediately prior to the Effective Time.

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(iii) Each Series C Preferred Share issued and outstanding immediately prior to the Effective Time (other than Series C Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary, Series C Preferred Shares that are Dissenting Shares and Series C Preferred Shares held in the Company’s treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.9 ) an amount of cash as is equal to the result obtained by dividing (A) 27.26% of the Merger Consideration by (B) the number of outstanding Series C Preferred Shares immediately prior to the Effective Time.

(c) Each Company Share held in the Company’s treasury immediately prior to the Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefor.

(d) Each share of common stock, $0.001 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.001 par value per share, of the Surviving Corporation.

1.6 Dissenting Shares .

(a) Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration, if applicable, unless the Company Stockholder holding such Dissenting Shares shall have forfeited his, her or its right to appraisal under applicable Law or properly withdrawn, his, her or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration issuable in respect of such Company Shares pursuant to Section 1.5 , and (ii) promptly following the occurrence of such event, the Buyer shall deliver to the Payment Agent a payment representing the amount that would have been paid to the Payment Agent on account of such Company Shares pursuant to Section 1.3 had such Company Shares not been Dissenting Shares at the Closing (whereupon such amount shall be deemed to be additional Initial Merger Consideration).

(b) (i) the Stockholders’ Representative shall give the Buyer (i) prompt notice of any written demands for appraisal of any Company Shares, withdrawals of such demands, and any other instruments that relate to such demands received by the Company and (ii) the Stockholders’ Representative shall have the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under applicable Law. Neither the Company nor the Stockholders’ Representative shall, except with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, offer to settle or settle any demands for appraisal of Company Shares.

1.7 Payment for Shares .

(a) Prior to the Effective Time, the Buyer shall appoint the Payment Agent to effect the payment of the Initial Merger Consideration in exchange for Certificates. On the

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Closing Date, the Buyer shall deliver the Initial Merger Consideration to the Payment Agent, in trust for the benefit of holders of Certificates. As soon as practicable after the Effective Time, the Buyer shall cause the Payment Agent to send a notice and a transmittal form to each holder of a Certificate entitled to receive any Merger Consideration advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Payment Agent such Certificate in exchange for Initial Merger Consideration pursuant to Section 1.5 . Each holder of a Certificate entitled to receive Merger Consideration, upon proper surrender thereof to the Payment Agent in accordance with the instructions in such notice, shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) his, her or its share of the Initial Merger Consideration pursuant to Section 1.5 . Until properly surrendered, each such Certificate shall be deemed for all purposes to evidence only the right to receive a Merger Consideration payable pursuant to Section 1.5 . Holders of Certificates shall not be entitled to receive Merger Consideration to which they would otherwise be entitled until such Certificates are properly surrendered.

(b) In the event 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, the Buyer shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in exchange therefor pursuant to Section 1.5 . The Board of Directors of the Buyer may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Buyer a bond in such sum as it may direct as indemnity against any claim that may be made against the Buyer with respect to the Certificate alleged to have been lost, stolen or destroyed.

1.8 [Intentionally Omitted]

1.9 Options and Warrants .

(a) All unexpired and unexercised Options outstanding immediately prior to the Closing, whether vested or unvested, together with the Option Plan, shall be cancelled, extinguished and terminated and no payment or consideration shall be paid in exchange therefor. No Options shall be assumed by the Buyer.

(b) The Company shall cause the termination, as of the Effective Time, of the Warrants which remain unexercised.

(c) The Company shall obtain, prior to the Closing, the consent from each holder of an Option or a Warrant to termination of such Option or Warrant pursuant to this Section 1.9 (unless such consent is not required under the terms of the applicable agreement, instrument or plan).

1.10 Escrow .

(a) On the Closing Date, the Buyer shall deposit with the Escrow Agent the Escrow Amount for the purpose of securing the indemnification obligations of the Indemnifying Stockholders (i) set forth in Section 6.1(g) of this Agreement, or (ii) arising out of a breach of Section 2.6(c). The Escrow Amount shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Amount shall be held as a trust fund and

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shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

(b) The adoption of this Agreement and the approval of the Merger by the stockholders of the Company shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the deposit of the Escrow Amount in escrow and the appointment of the Stockholders’ Representative.

1.11 Certificate of Incorporation and Bylaws .

(a) Pursuant to the Certificate of Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time so that such Certificate of Incorporation is identical to the Certificate of Incorporation of the Transitory Subsidiary immediately prior to the Effective Time, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.

(b) From and after the Effective Time, the Bylaws of the Surviving Corporation shall be the same as the Bylaws of the Transitory Subsidiary immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed to the name of the Company.

1.12 [Intentionally omitted]

1.13 [Intentionally omitted].

1.14 Stockholders’ Representative .

(a) In order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the Company Preferred Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby designate the Stockholders’ Representative as their representative, attorney-in-fact and agent.

(a) The Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby authorize the Stockholders’ Representative (i) to take all action necessary in connection with the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (ii) to give and receive all notices required to be given under the Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement.

(b) In the event that the Stockholders’ Representative becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the

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Effective Time held a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted basis) (excluding each Company Stockholder who is an Affiliate of the Buyer) shall select another representative to fill the vacancy of the representative initially chosen by the Company Stockholders, and such substituted representative shall, subject to such representative’s acceptance of such selection in writing, be deemed to be the Stockholders’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto.

(c) All decisions and actions by the Stockholders’ Representative, including without limitation any agreement between the Stockholders’ Representative and the Buyer relating to the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

(d) By his, her or its approval of the Merger and adoption of this Agreement, and/or his, her or its acceptance of Merger Consideration payable at Closing, each Company Preferred Stockholder, agrees that:

(i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders’ Representative as to the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof or any other actions required or permitted to be taken by the Stockholders’ Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Stockholders’ Representative;

(ii) all actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders’ Representative for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders’ Representative;

(iii) it shall indemnify and hold harmless the Stockholders’ Representative (based on its Pro Rata Share) from and against any and all losses, liabilities or expenses (including the reasonable fees and expenses of counsel) that may be imposed upon, incurred by or asserted against the Stockholders’ Representative in any way relating to or arising out of the Stockholders’ Representative’s action or failures to take action pursuant to this Agreement or the Escrow Agreement, other than acts or omissions resulting from or arising out of fraud, willful misconduct or bad faith by the Stockholders’ Representative;

(iv) the provisions of this Section 1.14 are severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; and

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(v) the provisions of this Section 1.14 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

(e) Notwithstanding anything to the contrary herein contained, the Stockholders’ Representative (solely in its capacity as such) shall not be liable to the Company Stockholders, the Buyer, Transitory Sub, the Company, the Surviving Corporation or to any of their respective Affiliates, with respect to any action taken or omitted to be taken by the Stockholders’ Representative in connection with this Agreement or any other agreement, instrument and document contemplated hereby or executed pursuant hereto, or the transactions contemplated hereby and thereby, unless such action or omission results from or arises out of fraud or willful misconduct on the part of the Stockholders’ Representative.

1.15 Directors and Officers of the Surviving Corporation .

(a) The directors of the Transitory Subsidiary 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 Bylaws of the Surviving Corporation.

(b) The officers of the Transitory Subsidiary 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 Bylaws of the Surviving Corporation.

1.16 No Further Rights . From and after the Effective Time, no Company Shares shall be deemed to be outstanding, and holders of certificates formerly representing Company Shares shall cease to have any rights with respect thereto except as provided herein or by law.

1.17 Closing of Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, certificates formerly representing Company Shares are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration, if any, in accordance with Section 1.5 , subject to Sections 1.8 , and 1.10 , and to applicable Law in the case of Dissenting Shares.

1.18 Withholding Obligations . Notwithstanding any other provision in this Agreement, the Buyer, the Company, the Transitory Subsidiary, the Escrow Agent and the Payment Agent shall have the right to deduct and withhold Taxes from any payments to be made hereunder (including any payments to be made under the Escrow Agreement) if such withholding is required by law and to collect any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from the Company Stockholders and any other recipients of payments hereunder. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Company Stockholder or other recipient of payments in respect of which such deduction and withholding was made.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct as of the date of this Agreement, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Article II . Disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

2.1 Organization, Qualification and Corporate Power . The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction listed in Section 2.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of the Company’s businesses or the ownership or leasing of its properties requires such qualification, other than such jurisdictions where a failure to so qualify would not reasonably be expected to result in a Company Material Adverse Effect. The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished to the Buyer complete and accurate copies of its Certificate of Incorporation and Bylaws, each as amended to date. The Company is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws.

2.2 Capitalization .

(a) The authorized capital stock of the Company consists of (i) 65,000,000 shares of Common Stock, of which, as of immediately following the execution this Agreement and after taking into account the effects of the Mandatory Conversion (as defined in the Certificate of Amendment) 21,584,634 shares were issued and outstanding and no shares were held in the treasury of the Company and (ii) 42,063,202 shares of Preferred Stock, of which (A) 18,644,452 shares have been designated Series A Preferred Stock, of which, as of immediately following the execution of this Agreement and after taking into account the effects of the Mandatory Conversion, 12,203,478 shares were issued and outstanding, (B) 15,418,750 shares have been designated Series B Preferred Stock, of which, as of immediately following the execution of this Agreement and after taking into account the effects of the Mandatory Conversion, 10,675,002 shares were issued and outstanding and (C) 8,000,000 shares have been designated Series C Preferred Stock, of which, as of immediately following the execution of this Agreement and after taking into account the effects of the Mandatory Conversion, 4,191,046 shares were issued and outstanding.

(b) Section 2.2(b) of the Disclosure Schedule sets forth a complete and accurate list, as of the date of the Agreement, of the holders of capital stock of the Company, showing the number of shares of capital stock, and the class or series of such shares, held by each stockholder and (for shares other than Common Stock) the number of Common Shares (if

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any) into which such shares are convertible. Section 2.2(b) of the Disclosure Schedule also indicates all outstanding Common Shares that constitute restricted stock or that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable stockholder, the vesting schedule (including any automatic acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation of any person’s preemptive rights. All of the issued and outstanding shares of capital stock of the Company have been offered, issued and sold by the Company in compliance in all material respects with all applicable federal and state securities laws.

(c) Section 2.2(c) of the Disclosure Schedule sets forth a complete and accurate list, as of immediately prior to the date of this Agreement of: (i) all Company Stock Plans, indicating for each Company Stock Plan the number of Common Shares issued to date under such Plan, the number of Common Shares subject to outstanding options under such Plan and the number of Common Shares reserved for future issuance under such Plan; and (ii) all holders of outstanding Options, indicating with respect to each Option the Company Stock Plan under which it was granted, the number of Common Shares subject to such Option, the exercise price, the date of grant, and the vesting schedule (including any acceleration provisions with respect thereto). The Company has provided to the Buyer complete and accurate copies of all Company Stock Plans and forms of all stock option agreements evidencing Options. All of the shares of capital stock of the Company subject to Options will be, upon issuance pursuant to the exercise of such instruments, duly authorized, validly issued, fully paid, nonassessable and not in violation of any person’s preemptive rights.

(d) Except as set forth in Section 2.2(c) or in Section 2.2(d) of the Disclosure Schedule, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire from the Company any shares of the Company’s capital stock is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.

(e) There is no agreement, written or oral, between the Company and any holder of its securities, or, to the Knowledge of the Company, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights), registration under the Securities Act or the securities laws of any other jurisdiction, or voting, of the capital stock of the Company.

2.3 Authorization of Transaction . The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other agreements contemplated hereby to which it is a party and, subject to obtaining the Requisite Stockholder

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Approval, which is the only approval required from the Company Stockholders, the performance by the Company of its obligations pursuant to this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. Without limiting the generality of the foregoing, the board of directors of the Company (the “ Company Board ”), by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law and any other applicable Law, and (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. This Agreement and all other agreements contemplated hereby to which the Company is a party have been or will be as of the Closing Date duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and general equitable principles (regardless of whether enforcement is considered in equity or at law) (“ Enforceability Exceptions ”).

2.4 Noncontravention . Subject to the filing of the Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and delivery by the Company of this Agreement and the other agreements contemplated hereby, nor the performance by the Company of its obligations hereunder and thereunder, nor the consummation by the Company of the transactions contemplated hereby and thereby, will (a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Company, (b) require on the part of the Company any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except as would not reasonably be expected to be material to the Surviving Corporation, (c) conflict with in any respect, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel any rights or obligations of the Company, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company is a party or by which the Company is bound or to which any of its assets is subject, except as would not reasonably be expected to be material to the Surviving Corporation, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets.

2.5 Subsidiaries . The Company has no Subsidiaries. The Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary.

2.6 Financial Statements .

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(a) The Company has provided to the Buyer the Financial Statements. The Financial Statements (i) comply as to form in all material respects with applicable accounting requirements, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes to such financial statements and except that the unaudited interim financial statements do not contain footnotes) and (iii) fairly present in all material respects the financial position of the Company in accordance with GAAP applied on a consistent basis as of the dates thereof and the results of its operations and cash flows for the periods indicated, consistent with the books and records of the Company, except that the unaudited interim financial statements are subject to normal and recurring year-end adjustments that will not be material in amount or effect and do not include footnotes.

(b) The Company is not party to any financial derivatives or other hedging instruments.

(c) The Net Working Capital is not less than the Target Amount.

2.7 Absence of Certain Changes . Since the Most Recent Balance Sheet Date, (a) there has occurred no event or development in the Company’s business that, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Company Material Adverse Effect, and (b) the Company has not taken any of the actions set forth in paragraphs (a) through (p) of Section 4.4 .

2.8 Undisclosed Liabilities . The Company has no liability or other Indebtedness in excess of $10,000 (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) that is required to be reflected in the Financial Statements in accordance with GAAP, except for (a) liabilities reflected on the Most Recent Balance Sheet, (b) liabilities which have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business and (c) liabilities incurred by the Company in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, to the extent included in the definition of Current Liabilities. to the extent included in the definition of Current Liabilities. Section 2.8 of the Disclosure Schedule sets forth an itemized list of the full amount of the transaction fees and expenses payable by the Company in connection with the transactions contemplated by this Agreement, including legal and accounting fees and any broker or finder fees, and the persons to whom such fees and expenses were paid or are payable. The Company has fully performed all obligations required to performed by it that are related to the deferred revenue of the Company excluded from the definition of Current Liabilities (in paragraph (a) therein) in Article IX hereof.

2.9 Tax Matters .

(a) The Company has properly filed on a timely basis all Tax Returns that it was required to file (taking into account all applicable extensions), and all such Tax Returns were true, correct and complete in all material respects. The Company has never been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns, other than a group of which the common parent is the Company. The Company has paid on a timely basis or adequately provided for on its financial

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statements as described in the next sentence, all Taxes that were due and payable (taking into account all applicable extensions). The unpaid Taxes of the Company for Tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet and all unpaid Taxes of the Company for all Tax periods commencing after the Most Recent Balance Sheet Date arose in the Ordinary Course of Business and are of a type and amount commensurate with Taxes attributable to prior similar periods. The Company (i) does not have any actual or potential liability under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any person other than the Company (ii) is not a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement. All Taxes that the Company was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Taxing Authority.

(b) The Company has delivered or made available to the Buyer (i) complete and correct copies of all material Tax Returns of the Company relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired and (ii) complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of the Company relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired. The United States federal income Tax Returns of the Company have not been audited by the Internal Revenue Service. No examination or audit of any Tax Return of the Company by any Taxing Authority is currently in progress or, to the Knowledge of the Company, threatened or contemplated. The Company has not been informed in writing by any jurisdiction that the jurisdiction believes that the Company was required to file any Tax Return that was not filed. The Company has not (x) waived any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes which waiver or extension is still in effect, (y) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed, or (z) executed or filed any power of attorney with any Taxing Authority, which power of attorney is still in effect.

(c) The Company (i) has not made any payment, is not obligated to make any payment, and is not a party to any agreement that could obligate it to make any payment that would be treated as an “excess parachute payment” under Section 280G of the Code as a result of the consummation of this Agreement (without regard to Sections 280G(b)(4) and 280G(b)(5) of the Code) or (ii) is not or has not been required to make a basis reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).

(d) There are no adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax laws) that are required to be taken into account by the Company in any period ending after the Closing Date by reason of a change in method of accounting in any taxable period ending on or before the Closing Date or as a result of the consummation of the transactions contemplated by this Agreement.

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(e) The Company (i) is not a “consenting corporation” within the meaning of former Section 341(f) of the Code, and none of the assets of the Company are subject to an election under former Section 341(f) of the Code or (ii) has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

(f) The Company has never participated in an international boycott as defined in Section 999 of the Code.

(g) The Company has not distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of the Company been distributed, in a transaction to which Section 355 of the Code applies (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

(h) The Company does not own any interest in an entity that is characterized as a partnership for United States federal income Tax purposes.

(i) Section 2.9(i) of the Disclosure Schedule sets forth each jurisdiction (other than United States federal) in which the Company files, is required to file or has been required to file a Tax Return or is or has been liable for any Taxes on a “nexus” basis and each jurisdiction that has sent notices or communications of any kind requesting information relating to the Company’s nexus with such jurisdiction.

(j) The Company is not nor has it been a passive foreign investment company within the meaning of Sections 1291 through 1297 of the Code.

(k) The Company has not incurred (or been allocated) an “overall foreign loss” as defined in Section 904(f)(2) of the Code which has not been previously recaptured in full as provided in Sections 904(f)(1) and/or 904(f)(3) of the Code.

(l) The Company is not a party to a gain recognition agreement under Section 367 of the Code.

(m) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law), (ii) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date, (iii) installment sale or other open transaction disposition made on or prior to the Closing Date or (iv) prepaid amount received on or prior to the Closing Date.

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(n) There are no liens or other encumbrances with respect to Taxes upon any of the assets or properties of the Company, other than with respect to Taxes not yet due and payable.

(o) No holder of shares of Company Shares holds any Common Shares that are non-transferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code with respect to which a valid election under Section 83(b) of the Code has not been made.

(p) To the Knowledge of the Company, the Company is not nor has it ever been a party to a transaction or agreement that is in conflict with the Tax rules on transfer pricing in any relevant jurisdiction.

(q) The Company has not engaged in any “listed transaction” for purposes of Treasury Regulation sections 1.6011-4(b)(2) or 301.6111-2(b)(2) or any analogous provision of state or local law.

2.10 Assets .

(a) The Company is the true and lawful owner, and has good title to, all of the assets (tangible or intangible) purported to be owned by the Company, free and clear of all Security Interests. The Company owns or leases all tangible assets sufficient for the conduct of its businesses as presently conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used. No Person has the right, privilege or option to purchase or acquire any assets (tangible or intangible) purported to be owned by the Company.

(b) Section 2.10(b) of the Disclosure Schedule lists individually (i) all fixed assets (within the meaning of GAAP) of the Company, indicating the cost, accumulated book depreciation (if any) and the net book value of (A) each such fixed asset whose book value exceeds $2,000 as of the Most Recent Balance Sheet Date and (B) all fixed assets, in aggregate, as of the Most Recent Balance Sheet Date, and (ii) each other asset of a tangible nature (other than inventories) of the Company whose book value exceeds $10,000.

(c) Each item of equipment, motor vehicle and other assets that the Company has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, upon its return to its lessor or owner under the applicable lease or contract in such condition, the obligations of the Company to such lessor or owner will have been discharged in full. Each item of equipment, motor vehicle and other assets that the Company acquired as a result of borrowings pursuant to the Equipment Line is currently owned by the Company. All equipment, is in good operating condition and repair (subject to normal wear and tear) and is not encumbered by any liens or security interests other than pursuant to the Loan Agreement.

(d) Except as set forth in Section 2.10(d) of the Disclosure Schedule, all monies borrowed by the Company pursuant to the Equipment Line were used to acquire equipment that was and continues to be used in the business of the Company.

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2.11 Owned Real Property . The Company has no Owned Real Property.

2.12 Real Property Leases . Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable and security deposit thereunder, and any advance rent thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

(a) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company and, to the Knowledge of the Company, against each other party thereto, subject in each case to the Enforceability Exceptions;

(b) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company and, to the Knowledge of the Company, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject in each case to the Enforceability Exceptions;

(c) neither the Company nor, to the Knowledge of the Company, any other party, is in material breach or violation of, or material default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened in writing, which, after the giving of notice, with lapse of time, or both, would constitute a material breach or default by the Company or, to the Knowledge of the Company, any other party under such Lease;

(d) to the Knowledge of the Company, there are no disputes, with respect to such Lease;

(e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;

(f) to the Knowledge of the Company, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities;

(g) no material construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company; and

(h) the Company is not obligated to pay any leasing or brokerage commission relating to such Lease and neither will have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease.

2.13 Intellectual Property .

(a) Company Registrations. Section 2.13(a) of the Disclosure Schedule lists all Company Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. All assignments of Company Registrations to the Company have been properly executed and recorded. All Company Registrations are valid and enforceable and all issuance, renewal and maintenance and payments that are or have become due and payable with respect thereto have been timely paid by or on behalf of the Company.

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(b) Prosecution Matters. There are no third party inventorship challenges, opposition or nullity proceedings or interferences commenced or, to the Knowledge of the Company threatened, with respect to any Patent Rights included in the Company Registrations. To the Knowledge of the Company, the Company has not breached its duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent office with respect to all patent and trademark applications filed by or on behalf of the Company and has made no material misrepresentation in such applications. The Company has no Knowledge of any information that would preclude the Company from (i) having clear title to the Company Registrations or (ii) enforcing any Company Registrations.

(c) Ownership; Sufficiency. Each item of Company Intellectual Property will be owned or available for use by the Surviving Corporation immediately following the Closing on substantially same terms and conditions as it was immediately prior to the Closing. The Company is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests and all joint owners of the Company Owned Intellectual Property are listed in Section 2.13(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner so done currently by the Company, (ii) use and operate the Internal Systems as they are currently used by the Company, and (iii) otherwise to conduct the Company’s business in all material respects in the manner currently conducted by the Company.

(d) Protection Measures. The Company has taken reasonable measures to protect the proprietary nature of each item of Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Company has complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the Knowledge of the Company, threatened against the Company. To the Knowledge of the Company, there has been no: (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Company or (ii) breach of the Company’s security procedures wherein confidential information has been disclosed to a third person.

(e) Infringement by Company. To the Knowledge of the Company, none of the Customer Offerings, or the Exploitation thereof by the Company or by any reseller, distributor, customer or user thereof, or any other activity of the Company, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To the Knowledge of the Company, none of the Company’s past or current use or operation of the Internal Systems, or any other activity undertaken by the Company in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.13(e) of the Disclosure Schedule lists any written complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received

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by the Company from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any studies, market surveys and analysis prepared by or for the Company with respect to any alleged or potential infringement, violation or misappropriation.

(f) Infringement of Company Rights. To the Knowledge of the Company, no person (including, without limitation, any current or former employee or consultant of Company) is infringing, violating or misappropriating any of the Company Owned Intellectual Property or any Company Licensed Intellectual Property which is exclusively licensed to the Company. The Company has provided to the Buyer written copies of all correspondence, analyses, legal opinions, complaints, claims, notices or threats in the possession of the Company, and has notified the Buyer of any unwritten complaints, claims, notices or threats of which the Company has Knowledge, concerning the infringement, violation or misappropriation of any Company Owned Intellectual Property.

(g) Outbound IP Agreements. Section 2.13(g) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Company has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property (other than trial and evaluation licenses, for no more than ninety (90) days, entered into in the Ordinary Course of Business). The Company has not agreed to indemnify any person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any third party Intellectual Property rights (excluding indemnities contained in agreements identified in Section 2.13(g) of the Disclosure Schedule for the sale or license of Customer Offerings entered into in the Ordinary Course of Business and indemnities included in off the shelf software licensed to the Company). The Company is not a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any person.

(h) Inbound IP Agreements. Section 2.13(h) of the Disclosure Schedule identifies (i) each item of Company Licensed Intellectual Property and the license or agreement pursuant to which the Company Exploits it (excluding any off the shelf software program that is part of the Internal Systems and is licensed by the Company for a fee of less than $2,500) and (ii) each agreement, contract, assignment or other instrument pursuant to which the Company has obtained any joint or sole ownership interest in or to each item of Company Owned Intellectual Property, but excluding confidentiality, non-competition and assignment of inventions agreement with employees. To the Knowledge of the Company, except as set forth in Section 2.13(h) of the Disclosure Schedule and any off-the-shelf software program that is licensed by the Company on commercially reasonable terms, no third party inventions, methods, services, materials, processes or Software are included in or required for the Company to Exploit the Customer Offerings or Internal Systems. None of the Customer Offerings or, to the Knowledge of the Company, Internal Systems includes “shareware,” “freeware” or other Software or other material that was obtained by the Company from third parties other than pursuant to the license agreements listed in Section 2.13(h) of the Disclosure Schedule.

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(i) Source Code. The Company has not licensed, distributed or disclosed, and to the Knowledge of the Company, there has been no distribution or disclosure by others (including its employees and contractors) of, the Company Source Code to any third person, except pursuant to the agreements listed in Sections 2.13(g) and 2.13(i) of the Disclosure Schedule, and the Company has taken reasonable physical and electronic security measures to prevent disclosure of such Company Source Code. Section 2.13(i) of the Disclosure Schedule lists all current and inactive source code escrow agreements to which the Company is a party, identifying the products, the escrow agreements and the beneficiaries thereto. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to result in, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of such Company Source Code by the Company, or escrow agent or any other person to any third party.

(j) Authorship. All of the Software and Documentation that is Company Owned Intellectual Property and comprises or is incorporated in or bundled with the Customer Offerings have been designed, authored, tested and debugged by regular employees of the Company within the scope of their employment or by independent contractors of the Company who have executed valid and binding agreements expressly assigning all right, title and interest in such copyrightable materials to the Company.

(k) Open Source Code. Section 2.13(k) of the Disclosure Schedule lists all Open Source Materials that the Company has incorporated in the Company Offerings. Except for Open Source Materials identified on Section 2.13(k) of the Disclosure Schedule, the Company has not (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings; or (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the Company. The Company has not used Open Source Materials that create, or purport to create, obligations for the Company with respect to the Customer Offerings or grant, or purport to grant, to any third party, any rights or immunities with respect to any Intellectual Property (including, but not limited to, using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

(l) Employee and Contractor Assignments. Each employee of the Company and each independent contractor of the Company has executed a valid and binding written agreement expressly assigning to the Company all right, title and interest in any inventions and works of authorship, whether or not patentable, developed, during the term of such employee’s employment or such independent contractor’s work for the Company, and all Intellectual Property rights therein, and has waived all moral rights therein to the extent legally permissible.

(m) Quality. The Customer Offerings and, to the Knowledge of the Company, the Internal Systems do not contain any virus, worm, back door, Trojan horse or other disruptive or malicious code that may impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data. The Company has not received any contractual terminations or requests for settlement or refund due to the failure of the Customer Offerings to meet their specifications or otherwise to satisfy end user needs or for harm or damage to any third party.

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(n) Support and Funding. The Company has not received any support, funding, resources or assistance from any federal, state, local or foreign governmental or quasi-governmental agency or funding source in connection with the development of the Customer Offerings, use and operation of the Internal Systems or any facilities or equipment used in connection therewith.

2.14 Contracts .

(a) Section 2.14(a) of the Disclosure Schedule lists the following agreements to which the Company is currently a party as of the date of this Agreement and that are currently in effect or under which the Company has any liability or obligation:

(i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments after the date of this Agreement in excess of $10,000 per annum or having a remaining term longer than 12 months;

(ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) that calls for performance over a period of more than one year after the date of this Agreement, (B) that involves by its terms an amount greater than $10,000 that is payable by or to the Company after the date of this Agreement, or (C) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;

(iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(iv) any agreement (or group of related agreements) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Company Debt or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible;

(v) any agreement (other than this Agreement) providing for the disposition of any significant portion of the assets or business of the Company (other than in the Ordinary Course of Business) or any agreement providing for the acquisition of the assets or business of any third party (other than purchases of inventory or equipment in the Ordinary Course of Business);

(vi) any agreement concerning confidentiality, noncompetition or non-solicitation (other than confidentiality agreements with customers and nondisclosure agreements entered into in the Ordinary Course of Business, copies of which have previously been provided to the Buyer, and the employee agreements described in Section 2.20(a) );

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(vii) any employment or consulting agreement pursuant to which the employee or consultant is entitled to employment or payment for a period of time or any severance or other termination payment;

(viii) any agreement to which any current or former officer, director or stockholder of the Company or, to the Knowledge of the Company, an Affiliate thereof is a party;

(ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect;

(x) any agency, distributor, sales representative, franchise or similar agreements to which the Company is a party or by which the Company is bound;

(xi) any agreement that contains an express obligation of the Company to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or provision of services entered into in the Ordinary Course of Business);

(xii) any agreement that prohibits or otherwise limits in any material respect the conduct of the business of the Company or other Affiliate as currently conducted; and

(xiii) any other agreement (or group of related agreements) either involving by its terms more than $10,000 per annum or not entered into in the Ordinary Course of Business.

(b) The Company has delivered to the Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable against the Company and, to the Knowledge of the Company, each other party thereto, subject in each case to the Enforceability Exceptions, and is in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable against the Company and, to the Knowledge of the Company, each other party thereto, subject in each case to the Enforceability Exceptions, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the Knowledge of the Company, any other party, is in material breach or violation of, or material default under, any such agreement, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, that, after the giving of notice, with lapse of time, or both, would constitute a material breach or default by the Company or, to the Knowledge of the Company, any other party under such agreement.

2.15 Accounts Receivable . All accounts receivable of the Company reflected on the Most Recent Balance Sheet (other than those paid since such date) are valid receivables subject to no setoffs or counterclaims and are current and collectible (within 90 days after the date on which it first became due and payable), net of the applicable reserve for bad debts on the Most Recent Balance Sheet. A complete and accurate list of the accounts receivable reflected on the Most Recent Balance Sheet, showing the aging thereof, is included in Section 2.15 of the Disclosure Schedule. All accounts receivable of the Company that have arisen since the Most

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Recent Balance Sheet Date are valid receivables subject to no setoffs or counterclaims and are collectible (within 90 days after the date on which it first became due and payable), net of a reserve for bad debts in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. The Company has not received any written notice from an account debtor stating that any account receivable in an amount in excess of $10,000 is subject to any contest, claim or setoff by such account debtor.

2.16 Powers of Attorney . There are no outstanding powers of attorney executed on behalf of the Company.

2.17 Insurance . Section 2.17 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Company is a party, a named insured or otherwise the beneficiary of coverage, all of which are in full force and effect. There is no claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, the Company is not liable for retroactive premiums or similar payments, and the Company is otherwise in compliance in all material respects with the terms of such policies. The Company has not received written notice of any threatened termination of any such policy.

2.18 Litigation . There is no Legal Proceeding that is pending or that, to the Knowledge of the Company, has been threatened in writing against the Company that (a) seeks either damages in excess of $10,000 or equitable relief or (b) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. There are no material judgments, orders or decrees outstanding against the Company.

2.19 Warranties .

(a) No product or service provided, licensed or delivered by the Company is subject to any guaranty, warranty or other indemnity other than pursuant to agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business, copies of which have been provided by the Company to the Buyer. No product or service provided, licensed or delivered by the Company is subject to any specified rights of return or right of refund or credit

(b) The Company has no liability to any customer in connection with any product or service provided, licensed or delivered by the Company to provide the customer with any other services or products of the Company on pre-negotiated terms, including without limitation for upgrades to other services or products at prices below the Company’s published price for such services or products. The Company has no liability to any customer in connection with any product or service provided, licensed or delivered by the Company other than those arising in the Ordinary Course of Business.

2.20 Employees .

(a) Section 2.20(a) of the Disclosure Schedule contains a list of all employees of the Company, along with the position, date of hire, current annual rate of compensation (or

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with respect to employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation) and estimated or target current annual incentive compensation of each such person. None of such employees is a party to an employment agreement or contract with the Company. Each current employee of the Company has entered into the Company’s standard form of confidentiality, non-competition and assignment of inventions agreement, a copy of which has previously been delivered to the Buyer. The agreements referenced in the preceding sentence will continue to be in full force and effect following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 2.20(a) of the Disclosure Schedule contains a list of all employees of the Company based in the United States who are not citizens of the United States. To the Knowledge of the Company, no executive level employee has any plans to terminate employment with the Company. The Company is in compliance in all material respects with all applicable laws relating to the hiring and employment of employees.

(b) The Company is not a party to or bound by any collective bargaining agreement, nor has any of them experienced any strikes or other collective bargaining disputes. To the Knowledge of the Company, except as set forth in Section 2.20(b) of the Disclosure Schedule, no organizational effort has been made or threate