AGREEMENT AND PLAN OF MERGER

Exhibit No. 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

among

GETINGE AB,

DAVINCI MERGER SUB, INC.

and

DATASCOPE CORP.

Dated as of September 15, 2008

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ANNEX

EXHIBITS

          AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2008 (this “ Agreement ”), by and among Getinge AB, a Swedish Aktiebolag (“ Parent ”), DaVinci Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Purchaser ”), and Datascope Corp., a Delaware corporation (the “ Company ”).

Background :

          WHEREAS, the Board of Directors of each of Parent, Purchaser and the Company has approved, and deems it advisable and in the best interests of their respective stockholders to consummate the acquisition of the Company by Parent upon the terms and subject to the conditions set forth herein;

          WHEREAS, in furtherance thereof and pursuant to this Agreement, Purchaser has agreed to commence a tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”), together with the associated Rights, at a price per Share of $53.00 (such amount or any different amount per Share that may be paid pursuant to the Offer and the terms and conditions of this Agreement being hereinafter referred to as the “ Offer Price ”), subject to any withholding of Taxes required by law, net to the seller in cash;

          WHEREAS, following the consummation of the Offer, upon the terms and subject to the conditions set forth in this Agreement, Purchaser will be merged with and into the Company with the Company as the Surviving Corporation (the “ Merger ,” and together with the Offer and the other transactions contemplated by this Agreement, the “ Transactions ”), in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”), whereby each issued and outstanding Share not owned directly or indirectly by Parent, Purchaser or the Company will be converted into the right to receive the Offer Price in cash;

          WHEREAS, the Board of Directors of the Company (the “ Company Board of Directors ”) has unanimously, on the terms and subject to the conditions set forth herein, (i) determined that the Transactions contemplated by this Agreement are fair and in the best interests of its stockholders, (ii) approved and declared advisable this Agreement and the Transactions contemplated hereby, including the Offer and the Merger, and (iii) determined to recommend that the Company’s stockholders accept the Offer, tender their Shares to Purchaser and, to the extent applicable, adopt this Agreement;

          WHEREAS, the Board of Directors of the Parent and Purchaser have, on the terms and subject to the conditions set forth herein, approved and declared advisable this Agreement and the Transactions contemplated hereby, including the Offer and the Merger;

          WHEREAS, Parent, Purchaser and the Company desire to (i) make certain representations and warranties in connection with the Transactions, (ii) make certain covenants and agreements in connection with the Transactions, and (iii) prescribe various conditions to the Transactions.

           WHEREAS, as a condition and inducement to Parent and Purchaser entering into this Agreement, concurrently with the execution of this Agreement, Lawrence Saper, the

          Chairman and Chief Executive Officer of the Company, is entering into a voting agreement with Parent (the “ Voting Agreements ”), substantially in the form attached hereto as Exhibit A , pursuant to which Mr. Saper has irrevocably agreed, among other things, to tender Shares and vote in favor of the adoption of this Agreement all Shares owned beneficially or of record by Mr. Saper.

          NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties to this Agreement agree as follows:

ARTICLE I

THE OFFER AND THE MERGER

     Section 1.1. The Offer .

          (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, as promptly as practicable (and in any event within ten (10) Business Days from the date hereof), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”)) the Offer to purchase for cash all Shares at the Offer Price, subject to the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I .

          (b) Subject to Section 1.1(a), Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer shall be paid net to the Seller in cash subject to withholding as provided in Section 2.2(e).

          (c) The Offer shall be made by means of an offer to purchase (the “ Offer to Purchase ”) that contains the terms set forth in this Agreement and the other conditions and requirements set forth in Annex I . Parent and Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the offer; provided , however , that unless otherwise provided by this Agreement or as previously approved by the Company in writing, Parent and Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer that are different from, or in addition to, the conditions set forth in Annex I , (v) waive the Minimum Condition as defined in Annex I , (vi) amend any of the conditions to the Offer set forth in Annex I in a manner adverse to the holders of the Shares or (vii) extend the expiration of the Offer in a manner other than as required by this Agreement.

          (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) 

          Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “ Initial Expiration Date ”) or, in the event the Initial Expiration Date has been extended pursuant to, and in accordance with this Agreement, the date to which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “ Expiration Date ”).

          (e) The Offer shall be extended from time to time as follows:

          (i) Offer Conditions Not Satisfied . If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (including the conditions and requirements set forth in Annex I ) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive periods of five (5) Business Days each in order to permit the satisfaction of such conditions, or any lesser period ending on June 15, 2009 (the “Initial Outside Date”), if any such five-day extension would otherwise end after the Initial Outside Date.

          (ii) If all conditions to the Offer are satisfied (including the conditions and requirements set forth in Annex I), but the number of Shares that have been validly tendered and not withdrawn in the Offer, together with any Shares owned by Parent, is less than 90% of the outstanding shares of the Company, Purchaser shall have the right in its sole discretion, to commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act).

          (iii) Required by Applicable Law or NASDAQ . Purchaser shall extend the Offer for any period or periods required by applicable law, rule, regulation, interpretation or position of the SEC (or its staff) or NASDAQ.

          (f) Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Section 7.1. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer.

          (g) As soon as practicable after the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall file with the Securities and Exchange Commission (the “ SEC ”), pursuant to Regulation M-A under the Exchange Act (“ Regulation M-A ”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “ Schedule TO ”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the “ Offer Documents ”). Parent and Purchaser agree to take all steps necessary to cause the Offer Documents, and any amendments thereto, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange

Act. Parent and Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Purchaser shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

          (h) If the Offer is terminated or withdrawn by Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, Purchaser shall promptly return, and shall cause any depository, acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof.

          (i) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend (except for any cash dividend permitted by this Agreement), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

     Section 1.2. Company Actions .

          (a) The Company hereby approves of and consents to the Offer, and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, has, subject to the terms and conditions set forth in this Agreement, unanimously (i) approved and adopted this Agreement and declared this Agreement, the Offer, the Merger and the Transactions advisable and in the best interests of the Company Stockholders; (ii) taken all action necessary to render the restrictions on business combinations and voting requirements contained in Section 203 of the DGCL, if applicable, inapplicable to each of the Offer and the Merger; and (iii) resolved to recommend that the Company Stockholders accept the Offer, that the Company Stockholders tender their Shares in the Offer to Purchaser and that the Company Stockholders adopt this Agreement and the Merger to the extent required by applicable Law (the “ Company Recommendation ”). Subject to Section 5.4(b), the Company (i) consents to the inclusion of the Company Recommendation in the Offer Documents and (ii) agrees to include the Company Recommendation in the Schedule 14D-9.

          (b) Contemporaneous with the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer

(together with all amendments, supplements and exhibits thereto, the “ Schedule 14D-9 ”) that shall, subject to the provisions of Section 5.4(c), contain the Company Recommendation. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 and any amendments thereto to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company, on the one hand, and Parent and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel.

          (c) In connection with the Offer, the Company shall promptly furnish or cause to be furnished to Purchaser any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish Purchaser with such information and assistance (including, but not limited to, lists of holders of the Shares, updated promptly from time to time upon Purchaser’s request, and their addresses and lists of security positions) as Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other Transactions contemplated by this Agreement, Purchaser shall hold in confidence the information contained in any such listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company all copies of such information.

          (d) The Company hereby grants to Purchaser and Parent an irrevocable option (the “ Merger Option ”) to purchase up to that number of newly issued Shares (the “ Merger Option Shares ”) equal to the number of Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than the number of Shares necessary for Purchaser to be merged with and into the Company pursuant to the Section 253 of the DGCL, as certified by the Company, for consideration per Merger Option Share equal to the Offer Price. Notwithstanding the foregoing, however, the Merger Option shall not be exercisable if (i) the issuance of the Merger Option Shares would require shareholder approval under the Marketplace Rules of NASDAQ (the “ Nasdaq Marketplace Rules ”) or (ii) the number of Merger Option Shares would exceed the number of authorized shares of the Company. The Merger Option shall be exercisable only after the purchase of and payment for Shares pursuant to the Offer and any subsequent offering period

by Parent or Purchaser as a result of which Parent and Purchaser own at least eighty percent (80%) of the then outstanding Shares.

          (e) In the event that Parent or Purchaser wishes to exercise the Merger Option, Purchaser shall give the Company one (1) day’s written notice specifying the number of Shares that are or will be owned by Parent and Purchaser following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, the portion of the purchase price owed upon exercise of the Merger Option that equals the product of (i) the number of Shares purchased pursuant to the Merger Option, multiplied by (ii) the Offer Price, shall be paid to the Company, at the election of Parent and Purchaser, in cash (or by wire transfer or cashier’s check) or by delivery of a promissory note with a market terms, with interest and principal payable solely on the one (1) year maturity of the note, in a form reasonably acceptable to the Continuing Directors.

     Section 1.3. Directors .

          (a) Promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “ Appointment Time ”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors as is equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding, such directors to be split up among the three classes of the Company Board of Directors so as to keep the classes approximately even in number of directors. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall use its reasonable best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable law and the Nasdaq Marketplace Rules. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the

information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise.

          (b) In the event that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.3(a), then, until the Effective Time, the Company shall seek to cause the Company Board of Directors to maintain at least three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Marketplace Rules (the “ Continuing Directors ”); provided , however , that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Company Board of Directors after the Appointment Time and prior to the Effective Time, then the affirmative vote of a majority of the Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or the stockholders of the Company as may be required by the Restated Certificate of Incorporation of the Company (as amended, the “ Company Certificate ”), the Bylaws of the Company (as amended, the “ Company Bylaws ”, and together with the Company Certificate, the “ Company Governing Documents ”) or applicable law) be required (i) for the Company to amend or terminate this Agreement; (ii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder; (iii) to amend the Company Governing Documents; or (iv) to take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser).

     Section 1.4. The Merger .

          (a) Subject to the terms and conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, the Company and Purchaser shall consummate the Merger pursuant to which (i) Purchaser shall be merged with and into the Company and the separate corporate existence of Purchaser shall thereupon cease, (ii) the Company shall be the surviving corporation in the Merger and shall continue to be governed by the DGCL and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The corporation surviving the Merger is

sometimes hereinafter referred to as the “ Surviving Corporation ”. The Merger shall have the effects set forth in Section 259 of the DGCL.

          (b) Purchaser and the Surviving Corporation shall take all necessary action such that (i) the certificate of incorporation of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto until thereafter changed or amended as provided therein or by applicable law and (ii) the bylaws of the Surviving Corporation shall be amended so as to read in their entirety in the form set forth as Exhibit C until thereafter changed or amended as provided therein or by applicable law.

     Section 1.5. Effective Time . Parent, Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the “ Certificate of Merger ”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “ Effective Time ”.

     Section 1.6. Closing . The closing of the Merger (the “ Closing ”) will take place at 10:00 a.m., New York Time, on a date to be specified by the parties, such date to be no later than the second Business Day after satisfaction or waiver of all of the conditions set forth in Article VI (other than any conditions that by their nature are to be satisfied at the Closing), at the offices of Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036 unless another date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

     Section 1.7. Directors and Officers of the Surviving Corporation . The directors of Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, continue as the directors of the Surviving Corporation, and, except as set forth on Section 1.7 of the Company Disclosure Letter (as defined below), the officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

     Section 1.8. Subsequent Actions . If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the Transactions, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments

of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the Transactions.

     Section 1.9. Stockholders’ Meeting . If approval of the stockholders of the Company is required under the DGCL in order to consummate the Merger:

          (a) As promptly as practicable following the execution of this Agreement, the Company shall prepare and file with the SEC a proxy or information statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “ Proxy Statement ”) relating to the Merger and this Agreement; provided , that Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. The Company shall use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC and mailed to the stockholders of the Company as promptly as practicable following the execution of this Agreement. The Company shall include in the Proxy Statement the Company Recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. The Company, on the one hand, and Parent and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff).

          (b) The Company, acting through the Company Board of Directors, shall, in accordance with and subject to the requirements of applicable law:

          (i) (A) as promptly as practicable following the execution of this Agreement, duly set a record date for, call and give notice of a special meeting of the stockholders of the Company (the “ Special Meeting ”) for the purpose of obtaining the Stockholder Approval (with the record date and meeting date set in consultation with Purchaser and it being acknowledged that the record date shall be set for a time subsequent to the time that Purchaser becomes the record holder of the Shares purchased

pursuant to the Offer), and (B) as promptly as practicable following the execution of this Agreement, if applicable, convene and hold the Special Meeting;

          (ii) cause the definitive Proxy Statement to be mailed to its stockholders; and

          (iii) use its reasonable best efforts to (A) solicit from its stockholders proxies in favor of the adoption of this Agreement and approval of the Merger and (B) secure any approval of stockholders of the Company that is required by the DGCL and any other applicable Law to effect the Merger.

          (c) At the Special Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any of their respective subsidiaries and affiliates in favor of the adoption of this Agreement and approval of the Merger and to deliver or provide, in its capacity as a stockholder of the Company, any other approvals that are required by the DGCL and any other applicable law to effect the Merger.

          (d) The Company shall adjourn or postpone the Special Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the adoption of this Agreement and, if as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Company stockholders represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Special Meeting or to obtain the Stockholder Approval or there are insufficient votes to obtain the Stockholder Approval, the Company, with the consent of Parent, may and, at the direction of Parent, shall, adjourn or postpone the Special Meeting for no more than thirty (30) days in the aggregate.

     Section 1.10. Merger Without Meeting of Stockholders . Notwithstanding the terms of Section 1.9, in the event that Parent, Purchaser and their respective subsidiaries and affiliates shall hold, in the aggregate, at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company entitled to vote on the adoption of this Agreement under the DGCL (the “ Short Form Threshold ”), following the Appointment Time (including following the exercise of the Merger Option at Parent or Purchaser’s option), Parent shall cause the Merger to become effective as promptly as practicable, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

     Section 1.11. Resignation of Directors . At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company effective at the Effective Time.

ARTICLE II

CONVERSION OF SECURITIES

     Section 2.1. Conversion of Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of the Company or common stock, par value $0.01 per share, of Purchaser (the “ Purchaser Common Stock ”):

          (a)  Purchaser Common Stock . Each issued and outstanding share of Purchaser Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

          (b)  Cancellation of Treasury Stock and Parent-Owned Stock . All Shares that are owned by the Company and any Shares owned by Parent, Purchaser or any of their respective subsidiaries or affiliates shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

          (c)  Conversion of Common Stock . Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Offer Price, payable to the holder thereof in cash, without interest (the “ Merger Consideration ”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest thereon.

          (d)  Adjustment to Merger Consideration . The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend (except for any cash dividend permitted by this Agreement), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

     Section 2.2. Exchange of Certificates .

          (a)  Paying Agent . Purchaser shall designate a payment agent reasonably acceptable to the Company in connection with the Merger (the “ Paying Agent ”). At or prior to the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of Shares.

          (b)  Exchange Procedures . Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “ Certificates ”) and whose Shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration (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 delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any portion of the Merger Consideration. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

          (c)  Transfer Books; No Further Ownership Rights in Shares . At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable law. The Merger Consideration paid upon the surrender for exchange the Shares in accordance with this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.

          (d)  Termination of Fund; No Liability . At any time following the first anniversary after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed (or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

          (e)  Withholding Rights . Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be entitled to deduct and withhold from the relevant

Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts that Parent, Purchaser, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “ Code ”), the rules and regulations promulgated thereunder or any provision of applicable state, local or foreign law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent.

          (f)  Lost, Stolen or Destroyed Certificates . In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided , that the Paying Agent or Parent, as applicable, may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as the Paying Agent or Parent, as applicable, may reasonably direct as indemnity against any claim that may be made against the Paying Agent or Parent, as applicable, with respect to such Certificate.

     Section 2.3. Dissenting Shares .

          (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal of such Shares (“ Dissenting Shares ”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “ Appraisal Rights ”) shall not be converted into the right to receive the Merger Consideration with respect to such Shares and shall instead be entitled to payment of the fair value of such Dissenting Shares in accordance with the Appraisal Rights; provided , however , that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under the Appraisal Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive the Merger Consideration, without interest.

          (b) The Company shall serve prompt notice to Purchaser of any demands received by the Company for dissenter’s rights of any Shares, and Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Purchaser, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

     Section 2.4. Effect of the Merger on Company Stock Options and Restricted Stock Awards .

          (a) Each outstanding option to acquire Shares (each, a “ Company Stock Option ”), whether or not then vested or exercisable, that is outstanding immediately prior to the

Effective Time shall, as of the Effective Time, become fully vested and shall be cancelled and converted into the right to receive a payment in cash, payable in U.S. dollars and without interest, equal to the product of (i) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share for such Company Stock Option, multiplied by (ii) the number of Shares for which such Company Stock Option shall not theretofore have been exercised, whether or not then vested or exercisable. The Surviving Corporation shall pay the holders of Company Stock Options the cash payments described in this Section 2.4(a) on or as soon as reasonably practicable after the Effective Time, but in any event within ten (10) Business Days following the Effective Time.

          (b) The Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Section 2.4 to any holder of Company Stock Options such amounts as the Surviving Corporation 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, and the Surviving Corporation shall make any required filings with and payments to tax authorities relating to any such deduction or withholding. To the extent that amounts are so deducted and withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Options in respect of which such deduction and withholding was made by the Surviving Corporation.

          (c) Subject to the consummation of the Merger, the Compensation Committee of the Board of Directors of the Company shall cause each restricted share subject to a restricted stock award (the “ Restricted Shares ”) that is outstanding immediately prior to the Effective Time to be vested and transferable immediately prior to the Effective Time.

          (d) Each outstanding deferred share unit (each, a “ Director Deferred Share ”) that is outstanding and held by current or former directors of the Company under the Datascope Corp. Amended and Restated Compensation Plan for Non-Employee Directors and the Datascope Corp. 2005 Equity Incentive Plan immediately prior to the Effective Time shall be converted into the right to receive a payment in cash, payable in U.S. dollars, equal to the Merger Consideration (with such amount to be rounded to the nearest cent), and distributable in cash in accordance with the participant’s prior distribution election and the terms and conditions of the applicable plan and agreement pursuant to which the Director Deferred Shares were issued.

          (e) The Compensation Committee of the Board of Directors of the Company shall adopt such necessary resolutions with respect to Company Stock Options, Director Deferred Shares and Restricted Shares to implement the foregoing provisions of this Section 2.4, including amendments to the Company Stock Plans to allow the payments described in this Section 2.4 to be made to holders of Company Stock Options or Director Deferred Shares without any action of the stockholders of the Company or the holders of Company Stock Options or Restricted Stock (other than with respect to the directors of the Company). The Company shall take such actions as are necessary or appropriate so that, as of the Effective Time the Company Stock Plans shall be terminated.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          Except as disclosed (1) in the Company SEC Documents (other than disclosure in the “Risk Factors” section, in any section relating to forward-looking statements and other statements or disclosures to the extent that they are generic, cautionary, predictive or forward-looking in nature, whether or not appearing in such sections) or (2) in the disclosure letter delivered by the Company to Parent concurrent with the execution of this Agreement (the “ Company Disclosure Letter ”, it being agreed that disclosure of any item in any section of the Company Disclosure Letter shall also be deemed disclosure with respect to any other section to which such disclosure is reasonably apparent), the Company represents and warrants to Parent and Purchaser as follows:

     Section 3.1. Qualification, Organization, Subsidiaries, etc.

          (a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized. Each of the Company and its Subsidiaries has the corporate, partnership or similar power and authority, as applicable, to own, lease and operate its properties and to carry on its business as presently conducted, except where the failure to have such power or authority would not have a Company Material Adverse Effect.

          (b) Each of the Company and its Subsidiaries is qualified to do business or licensed and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect.

     Section 3.2. Capital Stock .

          (a) The authorized capital stock of the Company consists of 45,000,000 Shares, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share (the “ Company Preferred Stock ”). As of September 12, 2008 (i) 15,911,514 Shares (including shares of Restricted Stock and Director Deferred Shares but excluding Shares held in treasury) were issued and outstanding, (ii) 3,569,839 Shares were held in treasury and (iii) 1,001,800 Shares were reserved for issuance pursuant to the outstanding Company Stock Options. All outstanding Shares, and all Shares reserved for issuance as noted in clause (iii) of the foregoing sentence, when issued in accordance with the respective terms thereof, were or will be duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights and issued in compliance with all applicable securities Laws. 5,000,000 shares of Company Preferred Stock have been designated Series A Preferred Stock (the “ Series A Preferred Stock ”). As of the date hereof, no Company Preferred Stock is issued and outstanding and 5,000,000 shares of Series A Preferred were reserved for issuance upon exercise of the purchase rights (the “ Rights ”) issued pursuant to the Rights Agreement.

          (b) Except as set forth in subsection (a) above and except as set forth on Section 3.2(b) of the Company Disclosure Letter , as of the date hereof, (i) the Company does not have any shares of its capital stock issued or outstanding other than Shares that have become outstanding after September 12, 2008 upon exercise of Company Stock Options outstanding as of such date and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests (including “phantom stock” rights, stock appreciation rights or other similar rights) to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests; (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement; (C) redeem or otherwise acquire any such shares of capital stock or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary.

          (c) Except as set forth on Section 3.2(c) of the Company Disclosure Letter and except for awards to acquire Shares under the Company Stock Plans, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which bonds, debentures, notes or other obligations are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

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

          (e) Except as set forth in Section 3.2(e) of the Company Disclosure Letter , no holder of Shares has any right to have such Shares or the offering or sale thereof registered under or pursuant to any securities Laws by the Company.

          (f) Section 3.2(f) of the Company Disclosure Letter sets forth all of the outstanding indebtedness for borrowed money of, and all of the outstanding guarantees of indebtedness for borrowed money of any person by, the Company and each of its Subsidiaries. As of the date of this Agreement there is not, and as of the Effective Time there will not be, any indebtedness for borrowed money of, or guarantees of indebtedness for borrowed money of any person by, the Company and each of its Subsidiaries except as set forth in Section 3.2(f) of the Company Disclosure Letter and except as may be incurred in accordance with Section 5.1 hereof.

     Section 3.3. Subsidiaries . Section 3.3 of the Company Disclosure Letter sets forth a complete and correct list of each Subsidiary of the Company and the jurisdiction in which each such Subsidiary is incorporated or organized. Section 3.3 of the Company Disclosure Letter sets forth for each Subsidiary of the Company: (i) its authorized capital stock or share capital; (ii) the number of issued and outstanding shares of capital stock or share capital; and (iii) the Company’s direct or indirect equity interest therein. Except for equity interests in the Company’s

Subsidiaries and except as set forth on Section 3.3 of the Company Disclosure Letter , the Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person. Except as set forth on Section 3.3 of the Company Disclosure Letter , no Subsidiary of the Company owns, directly or indirectly, any capital stock or other ownership interest in any Person, except for the capital stock and/or other ownership interest in another wholly owned Subsidiary of the Company. Except as set forth on Section 3.3 of the Company Disclosure Letter , each Subsidiary is directly or indirectly wholly owned by the Company, free and clear of all Liens.

     Section 3.4. Corporate Authority Relative to This Agreement; No Violation .

          (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement (subject to the receipt of the Stockholder Approval) and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors and, except for (i) in the case of the Merger, approval of this Agreement by the holders of a majority of the Shares entitled to be cast as required by the DGCL and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing. In case of the Merger, the Stockholder Approval is the only vote of the holders of any class or series of the Company’s securities necessary to approve this Agreement and the Merger as required by the DGCL.

          (b) Other than in connection with or in compliance with (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger and (ii) the approvals set forth in Section 3.4(b) of the Company Disclosure Letter (collectively, the “ Company Approvals ”), no authorization, consent or approval of, or filing with, any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “ Governmental Entity ”) is necessary, under applicable Law, in connection with the execution, delivery and performance of this Agreement by the Company or for the consummation by the Company of the transactions contemplated hereby, except for such authorizations, consents, approvals, permits, actions, notifications or filings that, if not obtained or made, would not have a Company Material Adverse Effect.

          (c) The Company Board has (i) determined that the Merger is fair to, and in the best interests of, its stockholders, (ii) approved and declared advisable this Agreement and the Merger, (iii) directed that this Agreement be submitted to the Company’s stockholder for

their adoption and (iv) determined to recommend that the Company’s stockholders adopt this Agreement.

          (d) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Merger, the Voting Agreements and the other transactions contemplated hereby and thereby from, and this Agreement, the Merger, the Voting Agreements and the other transactions contemplated hereby and thereby are exempt from, the requirements of any “moratorium”, “control share”, “fair price”, “affiliate transaction”, “business combination” or other anti-takeover laws and regulations of any Governmental Entity or contained in the Company’s articles of incorporation. The Company has taken all action, if any, necessary or appropriate so that the execution of this Agreement, the Voting Agreements and the Merger and the consummation of the transactions contemplated hereby and thereby do not and will not result in the distribution of the rights under the Rights Agreement or the ability of any Person to exercise any rights under the Rights Agreement.

          (e) Except as described in Section 3.4(e) of the Company Disclosure Letter , the execution and delivery by the Company of this Agreement does not, the performance by the Company of its obligations under this Agreement will not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Company will not, (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, Company Permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, easements, covenants, restrictions, equities or charges of any kind (each, a “ Lien ”) upon any of the properties or assets of the Company or any of its Subsidiaries; (ii) conflict with or result in any violation of any provision of the certificate or articles of incorporation or bylaws or other equivalent organizational document of the Company or any of its Subsidiaries; or (iii) assuming that the Company Approvals are duly obtained, conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), as would not have a Company Material Adverse Effect.

     Section 3.5. Reports and Financial Statements .

          (a) Except as set forth in Section 3.5 of the Company Disclosure Letter , the Company has filed or otherwise transmitted all forms, documents, certifications, statements and reports, including any amendments thereto, such documents together with any voluntarily filed Current Reports on Form 8-K (the “ Company SEC Documents ”) required to be filed by it with the SEC since June 30, 2005. As of their respective dates, or, if amended, as of the date of the last such amendment prior to the date hereof, the Company SEC Documents complied as to form, in all material respects, with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None of the Company SEC Documents (excluding any exhibits thereto) so filed contained, as of the date filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order make

the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file periodic reports with the SEC pursuant to the Exchange Act.

          (b) The consolidated financial statements (including any related notes thereto) of the Company included in the Company SEC Documents fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries, as of the date thereof, and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, the effects of which are not material to the consolidated financial condition, operating results or cash flows of the Company and its Subsidiaries and the absence of notes thereto), have been prepared, in accordance with United States generally accepted accounting principles (“ GAAP ”) (except, in the case of the unaudited statements or foreign Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC.

     Section 3.6. Internal Controls and Procedures .

          (a) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files under the Exchange Act are communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “ Sarbanes-Oxley Act ”). The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act, the SEC and the listing and corporate governance requirements of the Nasdaq Marketplace Rules, except for any non-compliance that would not have a Company Material Adverse Effect.

          (b) With respect to each Annual Report on Form 10-K, each Quarterly Report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since June 30, 2006, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the Sarbanes-Oxley Act and any related rules and regulations promulgated by the SEC.

     Section 3.7. No Undisclosed Liabilities . Except (i) as reflected or reserved against in the Company’s consolidated balance sheets (or the notes thereto) included in the Company SEC Documents, (ii) for transactions contemplated by this Agreement or the financing of such transactions, (iii) for liabilities and obligations incurred in the ordinary course of business since June 30, 2008, and (iv) for liabilities not required by GAAP to be disclosed on the Company’s consolidated balance sheets, the Company has no liabilities or obligations of any nature, whether

or not accrued, contingent or otherwise, whether known or unknown and whether due or to become due, that would have a Company Material Adverse Effect.

     Section 3.8. Compliance with Law; Permits .

          (a) The Company and each of its Subsidiaries, since June 30, 2006, has been and is in material compliance with and has not been and is not in material default under or in violation of, and has not received any written notices of any pending violations with respect to any applicable law, statute, rule, regulation, judgment, code, ordinance, order policies, written guidance, guidelines or decree administered or issued by any Governmental Entity, including the Food and Drug Administration (the “ FDA ”) (collectively, “ Laws ” and each, a “ Law ”) applicable to the Company or any of its Subsidiaries.

          (b) The Company and its Subsidiaries are in possession of all authorizations, licenses, permits, exceptions, consents, approvals, franchises, licenses, variances, exemptions, certificates, product listings, registrations, orders, approvals, clearances and other authorizations of any Governmental Entity necessary for the Company and its Subsidiaries to carry on their businesses as they are now being conducted (including those which are required for the conduct of its testing, manufacturing, marketing, sales, and distribution activities) (the “ Company Permits ”), except where the failure to have any of the Company Permits would not have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, all Company Permits are in full force and effect, and as of the date of this Agreement, none of the Company Permits have been withdrawn, revoked, suspended or cancelled nor is any such withdrawal, revocation, suspension or cancellation pending or, to the Knowledge of Company, threatened in writing, and the Company has been and is in compliance in all material respects with the terms of the Company Permits and any conditions placed thereon.

          (c) Except as set forth in Section 3.8(c) of the Company Disclosure Letter or except as would not have a Company Material Adverse Effect, since June 30, 2006, no Governmental Entity has issued any notice, warning letter, regulatory letter, untitled letter, FDA Form 483, or other written communication or correspondence to the Company or any Subsidiary, alleging that the Company or any Subsidiary is or was in violation of any Law, order or Company Permit applicable to the research, development, testing, manufacturing, packaging, labeling, marketing, distribution, sales, and/or commercialization activities conducted by the Company or any Subsidiary, or alleging that the Company or any Subsidiary was or is the subject of any pending or threatened administrative agency or government entity investigation, proceeding, review, or inquiry.

          (d) Except as set forth in Section 3.8(d) of the Company Disclosure Letter , in the three (3) years preceding the date of this Agreement, none of the products developed, tested, manufactured, packaged, labeled, marketed, or distributed by the Company or any of its Subsidiaries have been recalled, whether voluntary or otherwise, or are or have been subject to device removal or correction reporting requirements, and neither the Company nor any Subsidiary has received notice, either completed or pending, of any proceeding seeking a recall, removal, or corrective action of any products.

     Section 3.9. Environmental Laws and Regulations .

          (a) Except as would not have a Company Material Adverse Effect and except as set forth in Section 3.9 of the Company Disclosure Letter , (i) since June 30, 2006, the Company and each of its Subsidiaries have conducted their respective businesses in compliance with, and are in compliance with, applicable Environmental Laws; (ii) there has been no Release of any Hazardous Substance by the Company or any of its Subsidiaries at any properties, while owned, and, to the Company’s Knowledge, no Person has been exposed to any Hazardous Substances at, from, on or under any properties currently or formerly owned, operated, occupied or leased by the Company or any Subsidiary, in violation of applicable Environmental Laws or in any manner that could reasonably be expected to give rise to any remedial obligation of the Company or any Subsidiaries under applicable Environmental Laws; (iii) neither the Company nor any of its Subsidiaries has received in writing any notices, demand letters, requests for information or other correspondence or communication which remain pending or unresolved from any Governmental Entity or any other Person asserting that the Company or any of its Subsidiaries is in violation of, or liable under, any Environmental Law, including with respect to the disposal, treatment, storage, Release or transportation (or arrangement for any such activities) at, on, under, to or from any other property, of any Hazardous Substance by or on behalf of the Company or any Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to, or, to the Knowledge of the Company, have been threatened with any suit, proceeding, settlement, court order, administrative order, decree, judgment or written claim arising under any Environmental Law which remains pending or unresolved; (v) the Company and its Subsidiaries hold and are in compliance with all required Environmental Permits necessary for the Company and its Subsidiaries to carry on their businesses as they are now being conducted; (vi) there are no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other similar, non-routine analyses conducted by, or on behalf of, the Company or any of its Subsidiaries which are in their possession with respect to any real property currently or formerly owned, operated, leased or occupied by the Company or its Subsidiaries, which have not been delivered to, or made available for review by, Parent prior to the execution of this Agreement; (vi) neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will require any filings with, notification to or consent of any Governmental Entity or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; and (vii) neither the Company nor any of the Subsidiaries has, either expressly or by operation of law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation, arising under or relating to Environmental Laws.

          (b) The representations and warranties in this Section 3.9 are the exclusive representations and warranties in this Agreement with respect to environmental matters, including without limitation, Hazardous Substances and Environmental Laws.

     Section 3.10. Employee Benefit Plans .

          (a) Section 3.10(a) of the Company Disclosure Letter contains a true and complete list of all material Company Benefit Plans. “ Company Benefit Plans ” means all compensation or employee benefit plans, programs, policies, agreements or other arrangements,

whether or not “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA), providing cash- or equity-based incentives, health, medical, dental, disability, accident or life insurance benefits or vacation, severance, retirement, pension or savings benefits, that are sponsored, maintained or contributed to by the Company or any of its Subsidiaries or with respect to which any of them are a party or have any obligation, for the benefit of employees, officers, directors or consultants employed or formerly employed by, or providing services to, the Company or its Subsidiaries in the United States and all employment agreements providing compensation, vacation, severance or other benefits to any employee, director, officer or consultant employed or formerly employed by, or providing services to, the Company or its Subsidiaries in the United States. With respect to each material Company Benefit Plan, the Company has made available to the Parent a copy thereof, including all amendments and other material plan documents (or, if the plan is not written, a written description thereof) and, to the extent applicable, (i) the most recent determination letter, if any, received from the United States Internal Revenue Service, (ii) the most recent summary plan description and (iii) for the most recent year, the Form 5500 and attached schedules.

          (b) Except for such claims which would not have a Company Material Adverse Effect, no action, dispute, suit, claim, arbitration, or legal, administrative or other proceeding or governmental action (other than claims for benefits in the ordinary course) is pending or, to the Knowledge of the Company, threatened with respect to any Company Benefit Plan (other than a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) (a “ Multiemployer Plan ”)).

          (c) Each Company Benefit Plan (other than a Multiemployer Plan) has been established and administered in compliance with its terms and in compliance with applicable Law, including ERISA and the Code to the extent applicable thereto, except for such non-compliance which would not have a Company Material Adverse Effect. Except as described in Section 3.10(c) of the Company Disclosure Letter , any Company Benefit Plan (other than a Multiemployer Plan) intended to be qualified under Section 401(a) or 401(k) of the Code has received a favorable determination letter from the United States Internal Revenue Service that has not been revoked and to the Knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the Internal Revenue Service that would reasonably be expected to affect adversely the qualified status of any such Company Benefit Plan. Neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement that provides medical benefits to any employee or former employee following his retirement, except as required by Part 6 of Title I of ERISA (“ COBRA ”), except as disclosed in Section 3.10(c) of the Company Disclosure Letter .

          (d) All material contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been materially reflected on the financial statements included in the Company SEC Documents. All benefits accrued under any unfunded Company Benefit Plan have been, in all material respects, paid,

accrued or otherwise adequately reserved to the extent required by, and substantially in accord