AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “ Agreement ”) is dated as of July 8, 2008, by and among IMMS, Inc., a Nevada corporation ( “ Parent ” ), IMMS Acquisition, LLC, a California limited liability company and a wholly-owned subsidiary of Parent ( “ Merger Subsidiary ” ), and EV Rental Cars, LLC, a California limited liability company ( “ Company ” ). The foregoing are sometimes collectively referred to collectively as the “ Parties . ”

WHEREAS, the respective Boards of Directors and/or managers of Parent, Merger Subsidiary and Company, as applicable, each have determined that it is in the best interests of their respective companies and the stockholders and members of their respective companies that Company and Merger Subsidiary combine into a single company through the merger of Merger Subsidiary with and into Company (the “ Merger ”), on the terms and conditions set forth herein;

WHEREAS, as a condition to the Closing of the Merger, Company will have completed a bridge loan private placement of not less than $1,000,000 (the “ Bridge Loan Offering ” ) as negotiated by Company, that will be closed simultaneously with the Closing of the Merger;

WHEREAS, for federal income tax purposes, it is intended that the Merger will qualify as a nonrecognition transaction under and subject to Section 351of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “ Code ” );

WHEREAS, the Parties desire to make certain representations, warranties, and agreements in connection with the Merger and also to prescribe various conditions to the Merger; and

WHEREAS, the respective Boards of Directors and managers of Parent, Merger Subsidiary and Company have approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, and each has agreed to recommend approval of the transactions contemplated hereby by their respective stockholders and members, to the extent required by applicable Law.

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

1.1   The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), Merger Subsidiary will be merged with and into Company in accordance with the provisions of the California Corporations Code (the “ California Code ”), whereupon the separate corporate existence of Merger Subsidiary will cease, and Company will continue as the Surviving Entity (the “ Surviving Entity ” ). From and after the Effective Time, the Surviving Entity will possess all the rights, privileges, powers, and franchises and be subject to all the restrictions, disabilities, and duties of Company and Merger Subsidiary, all as more fully described in the California Code. As a result of the Merger, Surviving Entity shall become a wholly-owned subsidiary of Parent.

1.2   Effective Time . As soon as practicable after each of the conditions set forth in Article 5 and Article 6 has been satisfied or waived, Company and Merger Subsidiary will file, or cause to be filed, with the Secretary of State of the State of California, an Agreement of Merger for the Merger, which Agreement of Merger will be in the form required by and executed in accordance with the applicable provisions of the California Code. The Merger will become effective at the time such filing is made or, if agreed to by Parent and Company, such later time or date set forth in the Agreement of Merger (the “ Effective Time ” ).

1.3   Closing . Unless this Agreement has been terminated and the transactions contemplated herein have been abandoned pursuant to Article 7 hereof, the Closing of the Merger (the “ Closing ” ) will take place at a time and on a date (the “ Closing Date ” ) to be specified by the Parties, which will be no later than July ___, 2008 (the “ Termination Date ”); provided , however , that all of the conditions provided for in Articles 5 and 6 hereof shall have been satisfied or waived by such date. The Closing will be held at the offices of Baker & Hostetler LLP, 12100 Wilshire Boulevard, 15th Floor, Los Angeles, California 90025, or such other place as the Parties may agree, at which time and place the Transaction Documents necessary or appropriate to effect the transactions contemplated herein will be exchanged by the Parties. Except as otherwise provided herein, all actions taken at the Closing will be deemed to be taken simultaneously.

1.4   Effect of the Merger . At and after the Effective Time, the Merger will have the effects set forth in this Agreement and the applicable provisions of the California Code.

1.5   Effect on Capital Securities of Company and Merger Subsidiary . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary:

(a)   Each of the limited liability company interests of Company ( “ Company LLC Interests ” ) issued and outstanding immediately prior to the Effective Time, as set forth in Exhibit 1.5(a) to this Agreement (other than any Dissenting Interests), shall be canceled and extinguished and converted automatically into the right to receive a number of shares of Common Stock of Parent, par value $0.001 per share ( “ Parent Common Stock ” ) equal to 0.18450163 shares of Parent Common Stock for each 0.000001% of outstanding Company LLC Interests owned of record by the holders of such outstanding Company LLC Interests. For avoidance of doubt, the number of shares of Parent Common Stock issuable under this Section 1.5(a) shall be 18,450,163 shares of Parent Common Stock (subject to Section 1.6(d) hereof). The number of shares of Parent Common Stock into which each Company LLC Interest is to be converted, on a pro rata basis, are referred to herein as the “ Merger Consideration . ”

(b)   All outstanding Company LLC Interests shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to exist, and each holder of a certificate, if any, which immediately prior to the Effective Time represented any such outstanding Company LLC Interests (such certificate or other evidence of ownership, a “ Certificate ”) shall thereafter cease to have any rights with respect to such outstanding Company LLC Interests, except the right to receive the applicable Merger Consideration with respect thereto to be issued in consideration therefor upon the surrender of such Certificate.

(c)   All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of Company that are outlined in Exhibit 1.5(c) (collectively “ Company Convertible Securities ” ) outstanding at the Effective Time, whether or not exercisable and whether or not vested shall remain outstanding following the Effective Time, but shall be assumed by Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares of Parent Common Stock as described in Exhibit 1.5(c) .

(d)   At the Effective Time, each of the limited liability company interests of Merger Subsidiary ( “ Merger Subsidiary LLC Interests ” ), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the party of the holder thereof, be converted into and exchanged for an equivalent number or percentage of validly issued, fully paid and nonassessable limited liability company interests of the Surviving Entity. Each certificate evidencing ownership of any such limited liability company interests of Merger Subsidiary shall continue to evidence ownership of such limited liability company interests of the Surviving Entity, and shall be owned by Parent.

1.6   Exchange of Company LLC Interests .

(a)   Promptly after the Effective Time, Parent shall mail to each holder of a Company LLC Interest: (i) 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 Parent for exchange, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to Company prior to the Effective Time), and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration, together with any dividends and other distributions with respect thereto. Upon surrender of a Certificate to Parent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent, the holder of such Certificate shall be entitled to receive in exchange therefor: (A) one or more shares of Parent Common Stock (which shall be in physical, certificated form) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.5(a) (after taking into account all shares of Company LLC Interests then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Section 1.6, including dividends and other distributions pursuant to Section 1.6(b). No interest will be paid or will accrue on any cash payable pursuant to Section 1.6(b). In the event of a valid transfer of ownership of Company LLC Interests, which is not registered in the transfer records of Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any dividends or other distributions to which such holder is entitled pursuant to Section 1.6(b), may be issued with respect to such Company LLC Interests to such a transferee if the Certificate representing such Company LLC Interests is presented to Parent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid, all in such form as reasonably acceptable to Parent.

(b)   No dividends or other distributions with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder would be entitled to receive upon surrender of such Certificate, until such holder shall surrender such Certificate in accordance with Section 1.6(a). Subject to the effect of applicable Laws, following surrender of any such Certificate, there shall be paid to the record holder thereof without interest: (i) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

(c)   All shares of Parent Common Stock issued and cash paid upon conversion of shares of Company LLC Interests in accordance with the terms of Section 1.5 and this Section 1.6 (including any cash paid pursuant to Sections 1.6(b)) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the Company LLC Interests.

(d)   No certificates or scrip or shares of Parent Common Stock representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates and such fractional share interests shall not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. In lieu of any fractional share of Parent Common Stock otherwise to be issued to any holder of Company LLC Interests hereunder, each holder of Company LLC Interests, who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall receive from Parent one (1) whole share of Parent Common Stock with each fractional share being rounded up to the nearest whole share.

(e)   None of Parent, Company or Merger Subsidiary shall be liable to any holder or former holder of Company LLC Interests for any Merger Consideration (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Company LLC Interests three (3) years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Authority) shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any Encumbrance.

(f)   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, Parent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Company LLC Interests formerly represented thereby and unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof, pursuant to this Agreement.

(g)   Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company LLC Interests such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company LLC Interests in respect of which such deduction and withholding was made by Parent.

(h)   At and after the Effective Time, the officers and directors of Parent shall be authorized to execute and deliver, in the name and on behalf of Parent, Company and Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of Parent, Company and Merger Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in Parent, Company and Merger Subsidiary, any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by Parent, Company and Merger Subsidiary, as a result of, or in connection with, the Merger.

(i)   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 Company LLC Interests theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of certificates representing Company LLC Interests outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company LLC Interests, except as otherwise provided herein or by applicable Law. On or after the Effective Time, any Certificates presented to the Parent for any reason shall be converted into the Merger Consideration payable in respect of the outstanding Company LLC Interests represented by such Certificates.

1.7   Articles of Organization and Operating Agreement of the Surviving Entity .

(a)   The Articles of Organization of Company as in effect immediately prior to the Effective Time will be the Articles of Organization of the Surviving Entity, until thereafter amended in accordance with applicable Law.

(b)   The Operating Agreement of Company, as in effect immediately prior to the Effective Time, will be the Operating Agreement of the Surviving Entity, until thereafter amended in accordance with applicable Law.

1.8   Directors and Officers of the Surviving Entity and Parent.

(a)   At the Effective Time, the Persons named on Exhibit 1.8(a) to this Agreement shall be designated as the managing members of the Surviving Entity, in each case, to hold office until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Entity’s Articles of Organization and Operating Agreement.

(b)   At the Effective Time, the directors of Parent immediately prior to the Effective Time shall appoint the Persons named on Exhibit 1.8(b)(i) to this Agreement to be members of Parent’s board of directors, and thereafter, the directors of Parent immediately prior to the Effective Time shall resign effective as of the Effective Time, and, further, the Persons named on Exhibit 1.8(b)(ii) to this Agreement shall be appointed by the new directors of Parent to serve as the executive officers of Parent, and, in each case, to hold office until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with Parent’s Articles of Incorporation and Bylaws.

1.9   Dissenting Interests .

(a)   No later than ten (10) days following the approval of the Merger by Company, Company shall provide each record holder of Company LLC Interests who shall not have voted in favor of this Agreement and the Merger or consented thereto in writing, with notice of the approval of the Merger and the transactions contemplated by this Agreement, notice of the Effective Time, and notice of such holder’s appraisal rights pursuant to Sections 17600 et. seq. of the California Code, together with a copy of Sections 17601-17605 of the California Code.

(b)   Notwithstanding any provision of this Agreement to the contrary, no Company LLC Interests that are held immediately prior to the Effective Time by holders who have neither voted in favor of the Merger nor consented thereto in writing and who demand and perfect the right, if any, for appraisal (or to determine fair market value in accordance with the California Code) of such Company LLC Interests in accordance with the provisions of Sections 17600 et. seq. of the California Code and have not withdrawn or lost such right to appraisal (or to determine fair market value in accordance with the California Code) (collectively, the “ Dissenting Interests ”) shall be converted into or represent a right to receive the applicable Merger Consideration or any other consideration pursuant this Agreement, but the holders of such Dissenting Interests shall only be entitled to such appraisal rights as are granted by the California Code. If a holder of Company LLC Interests who demands appraisal of such Company LLC Interests under the California Code, shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal with respect to such Company LLC Interests, then, as of the occurrence of such withdrawal or loss, each such Company LLC Interest shall be deemed to have been converted as of the Effective Time into and represent only the right to receive, in accordance with the applicable Merger Consideration and other consideration described herein, in each case, without interest thereon upon delivery of such documents as may be required pursuant to the instructions thereto or this Agreement.

1.10   Parent Common Stock Outstanding Immediately Prior and Following the Closing of Merger . Immediately prior to the Closing of the Merger, and including the cancellation of certain shares by principal stockholders of Parent, Parent shall have not more than 5,300,000 outstanding shares of Parent Common Stock, and no outstanding options, warrants, calls or other rights to acquire authorized but unissued Parent Common Stock or other securities of Parent, excluding any securities that comprise the Bridge Loan Offering.

Subject to such exceptions as are disclosed in the document dated as of the date hereof and delivered herewith to Parent and Merger Subsidiary (the “ Company Disclosure Schedule ”) (each of which exceptions disclosed in one section of the Company Disclosure Schedule shall be deemed disclosed in each other section of the Company Disclosure Schedule provided it is reasonably apparent on its face that the matter is responsive to the representation to which such other section relates), Company hereby represents and warrants to each of Parent and Merger Subsidiary as of the date hereof and as of the Closing Date as follows:

2.1   Disclosure Schedule . The disclosure schedule attached hereto as Exhibit 2.1 ( “ Company Disclosure Schedule ” ) is divided into sections that correspond to the sections of this Article 2. Company Disclosure Schedule comprises a list of all material exceptions to the accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Article 2.

2.2   Corporate Organization, etc . Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California with the requisite limited liability company power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, and is duly qualified or licensed to do business as a foreign limited liability company in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to have such power and authority or to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Company. Company Disclosure Schedule contains a list of all jurisdictions in which Company is qualified or licensed to do business and includes complete and correct copies of Company’s Articles of Organization and Operating Agreement.

2.3   Capitalization . The authorized capital securities of Company are set forth in Section 2.3(a) of the Company Disclosure Schedule. The number of Company LLC Interests outstanding, as of the date of this Agreement and as set forth in Section 2.3(b) of the Company Disclosure Schedule, represents all of the issued and outstanding capital securities of Company. All issued and outstanding shares of Company LLC Interest are duly authorized, validly issued, fully paid and nonassessable and are without, and were not issued in violation of, preemptive rights or other similar rights and restrictions. There are no Company LLC Interests or other equity securities of Company outstanding or any securities convertible into or exchangeable for such interests, securities or rights. Other than as set forth on the Company Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement to which Company is a party, or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital securities of Company, including any right of conversion or exchange under any security or other instrument. Company does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity.

2.4   Authorization, etc . Company has all requisite limited liability company power and authority to enter into, execute, deliver, and perform its obligations under this Agreement. The managers of Company have taken all action required by law, its Articles of Organization and Operating Agreement or otherwise to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by Company and is the valid and binding legal obligation of Company enforceable against Company in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally.

2.5   Non-Contravention . Except as set forth in Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement, and each other agreement to be entered into in connection with this Agreement, nor the consummation of the transactions contemplated herein will:

(a)   violate, contravene or be in conflict with any provision of the Articles of Organization or the Operating Agreement of Company;

(b)   be in conflict with, or constitute a default, however defined (or an event which, with the giving of due notice or lapse of time, or both, would constitute such a default), under, or cause or permit the acceleration of the maturity of, or give rise to any right of termination, cancellation, imposition of fees or penalties under any debt, note, bond, lease, mortgage, indenture, license, obligation, contract, commitment, franchise, permit, instrument or other agreement or obligation to which Company is a party or by which Company or any of Company’s properties or assets is or may be bound;

(c)   result in the creation or imposition of any mortgage, pledge, lien, security interest, conditional or installment sales agreement, encumbrance, claim, easement, right of way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record) (“ Encumbrances ”) upon any property or assets of Company under any debt, obligation, contract, agreement or commitment to which Company is a party or by which Company or any of Company’s assets or properties are or may be bound; or

(d)   materially violate any statute, treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (referred to herein individually as a “ Law ” and collectively as “ Laws ” ) of any foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (referred to herein individually as an “ Authority ” and collectively as “ Authorities ” ), other than violations that will not have a Material Adverse Effect on Company.

2.6   Consents and Approvals . Except as set forth in Company Disclosure Schedule, with respect to Company, no consent, approval, order or authorization of or from, or registration, notification, declaration or filing with ( “ Consent ” ) any Person is required in connection with the execution, delivery or performance of this Agreement by Company or the consummation by Company of the transactions contemplated herein, other than any Consent which, if not made or obtained, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company.

2.7   Financial Statements . Company Disclosure Schedule contains a copy of the draft audited financial statements of Company for the years ended December 31, 2007 and 2006 (the “ Draft Company Financial Statements ” ). Except as disclosed therein or in Company Disclosure Schedule, the Draft Company Financial Statements: (i) are in accordance with the books and records of Company and have been prepared in conformity with generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods covered, except as indicated therein or in the notes thereto; and (ii) fairly present, in all material respects, the financial position of Company as of the date thereof, and the income or loss of the Company for the periods covered thereby.

2.8   Absence of Undisclosed Liabilities . Company does not have any material liabilities, obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a “ Liability ” and collectively as “ Liabilities ” ), other than Liabilities: (a) that are fully reflected or reserved for in the most recent balance sheet included in the Draft Company Financial Statements (the “ Company Balance Sheet ”) or that would not be required to be disclosed on a balance sheet of Company or the footnotes thereto prepared in conformity with GAAP; (b) that are set forth on the Company Disclosure Schedule; (c) incurred by Company in the ordinary course of business after the date of the Company Balance Sheet and consistent with past practice, and which, in any event, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company; (d) in an amount not to exceed $5,000 individually or in the aggregate unless such amounts are disclosed on Company Disclosure Schedule; (e) were incurred after such date in connection with this Agreement and the transactions contemplated hereby; or (f) for express executory obligations to be performed after the Closing under the contracts described in Section 2.14 of Company Disclosure Schedule.

2.9   Absence of Certain Changes . Except as set forth in the Company Disclosure Schedule, since December 31, 2007, Company has owned and operated its assets, properties and business in the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, subject to the aforesaid exceptions:

(a)   Company has not experienced any change that has had or would reasonably be expected to have a Material Adverse Effect on Company; and

(b)   Company has not suffered (i) any loss, damage, destruction or other property or casualty (whether or not covered by insurance) or (ii) any loss of officers, employees, dealers, distributors, independent contractors, customers or suppliers, which has had or would reasonably be expected to result in a Material Adverse Effect on Company.

2.10   Assets . Except as set forth in Company Disclosure Schedule, Company has good and marketable title to all of its assets and properties, whether or not reflected in the Company Balance Sheet or acquired after the date thereof (except for properties sold or otherwise disposed of since the date thereof in the ordinary course of business and consistent with past practices), that relate to or are necessary for Company to conduct its business and operations as currently conducted (collectively, the “ Company Assets ” ), free and clear of any Encumbrance, other than (i) liens securing specific Liabilities shown on the Company Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics’, carriers’, workers’ or other like liens arising in the ordinary course of business; (iii) minor imperfections of title that do not individually or in the aggregate, impair the continued use and operation of the Company Assets to which they relate in the operation of the Company as currently conducted; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings ( “ Permitted Liens ” ).

2.11   Receivables and Payables .

(a)   Except as set forth on Company Disclosure Schedule, all accounts receivable of Company represent sales in the ordinary course of business and, to Company’s knowledge, are current and collectible net of any reserves shown on the Company Balance Sheet and none of such receivables is subject to any Encumbrance other than a Permitted Lien.

(b)   Except as set forth on Company Disclosure Schedule, all payables by Company arose in bona fide transactions in the ordinary course of business and no such payable is delinquent by more than sixty (60) days beyond the due date in its payment.

2.12   Intellectual Property Rights . Company owns or has valid licenses or sufficient rights to use, and Company Disclosure Schedule contains a detailed listing of, all patents, patent applications, patent rights, registered and unregistered trademarks, trademark applications, tradenames, service marks, service mark applications, copyrights, internet domain names, computer programs and other computer software, inventions, know-how, trade secrets, technology, proprietary processes, trade dress, software and formulae (collectively, “ Intellectual Property Rights ” ) used in, or necessary for, the operation of its business as currently conducted and as proposed to be conducted. Except as set forth on Company Disclosure Schedule, to Company’s knowledge, the use of all Intellectual Property Rights necessary or required for the conduct of the business of Company as presently conducted and as proposed to be conducted, does not infringe or violate the Intellectual Property Rights of any Person. Except as described on Company Disclosure Schedule, to Company’s knowledge: (a) Company does not own or use any Intellectual Property Rights pursuant to any written license agreement; (b) Company has not granted any Person any rights, pursuant to a written license agreement or otherwise, to use the Company’s Intellectual Property Rights; and (c) Company owns or has valid licenses or sufficient rights to use, all of the Company’s Intellectual Property Rights, free and clear of all Encumbrances. All license agreements relating to the Company’s Intellectual Property Rights are binding and there is not, under any of such licenses, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default, or would constitute a basis for a claim on non-performance) on the part of Company or, to the knowledge of Company, any other party thereto.

2.13   Legal Proceedings . Except as set forth in Company Disclosure Schedule, there is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature or investigation, review or audit of any kind, or any judgment, decree, decision, injunction, writ or order pending, or, to the knowledge of Company, threatened or contemplated by or against or involving the Company, the Company Assets, or the Company’s business or operations, directors, officers, agents or employees (but only in their capacity as such), whether at law or in equity, before or by any Person, or which questions or challenges the validity of this Agreement or any action taken or to be taken by the Parties hereto pursuant to this Agreement or in connection with the transactions contemplated herein.

2.14   Contracts and Commitments; No Default .

(a)   Except as set forth in Company Disclosure Schedule, Company is not a party to, nor are any of the Company Assets bound by, any written or oral:

(i)   employment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement;

(ii)   indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by the Company;

(iii)   contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on 30 days’ or less notice without penalty, (B) is not over one year following the Closing Date in length of obligation of the Company, or (C) involves an obligation of more than $50,000 per year over its term;

(iv)   contract, agreement, commitment or license relating to Intellectual Property Rights or contract, agreement or commitment of any other type, whether or not fully performed, not otherwise disclosed pursuant to this Section 2.14;

(v)   obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; or

(vi)   outstanding sales or purchase contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit.

(b)   True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.14 ( “ Company Contracts ” ) have been provided to Parent for review. Except as set forth in Company Disclosure Schedule, all of Company Contracts items are valid and binding against Company, and are in full force and effect. Company is not in breach, violation or default, however defined, in the performance of any of its obligations under any of Company Contracts, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof, and, to the knowledge of Company, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

2.15   Compliance with Law; Permits and Other Operating Rights . Except as set forth in Company Disclosure Schedule, the Company Assets, and the business and operations of Company are and have been in compliance in all respects with all Laws applicable to the Company Assets, or the business and operations of Company, except where the failure to comply would not have a Material Adverse Effect on Company. Company possesses all material permits, licenses and other authorizations from all Authorities necessary to permit it to operate its business in the manner in which it presently is conducted and the consummation of the transactions contemplated by this Agreement will not prevent Company from being able to continue to use such permits and operating rights. Company has not received notice of any violation of any such applicable Law, and to the Company’s knowledge, is not in default with respect to any order, writ, judgment, award, injunction or decree of any Authority.

2.16   Brokers . Neither Company nor, to the knowledge of Company, any of its directors, officers or employees, has employed any broker, finder, investment banker or financial advisor or incurred any liability for any brokerage fee or commission, finder’s fee or financial advisory fee, in connection with the transactions contemplated hereby, nor is there any basis known to Company for any such fee or commission to be claimed by any Person.

2.17   Issuance of Parent Common Stock . To Company’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the shares of Parent Common Stock issuable under Section 1.5(a) of this Agreement, as set forth in Rule 505 of Regulation D promulgated thereunder or other available exemptions under the Securities Act.

2.18   Books and Records . The books of account, minute books, stock record books, and other material records of Company, all of which have been made available to Parent, are complete and correct in all material respects and have been maintained in accordance with reasonable business practices. The minute books of Company contain accurate and complete records of all formal meetings held of, and corporate action taken by, the managers and officers, and committees of the managers of Company. At the Closing, all of those books and records will be in the possession of Company.