AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 25, 2009, by and among RURBANC DATA SERVICES, INC., an Ohio corporation (“RDSI”); NC Merger Corp., an Ohio corporation (“Merger Corp.”); and NEW CORE HOLDINGS, INC., a Florida corporation (“New Core”).

WHEREAS, the Boards of Directors of RDSI, Merger Corp. and New Core deem it advisable and in the best interests of each corporation and its respective shareholders that RDSI, Merger Corp. and New Core enter into a merger transaction in order to advance the long-term strategic business interests of the parties;

WHEREAS, the Boards of Directors of RDSI, Merger Corp. and New Core have determined to consummate such merger transaction by means of the business combination transaction provided for herein in which, subject to the terms and conditions set forth herein, Merger Corp. will merge with and into New Core (the “Merger”), with New Core being the surviving corporation in the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of RDSI (the Surviving Company AND RDSI after the Effective Time are hereinafter sometimes referred to collectively as the “Combined Company”);

WHEREAS, this Agreement and the Merger have been adopted and approved by Rurban Financial Corp., an Ohio corporation and sole shareholder of RDSI (“Rurban”);

WHEREAS, the parties to this Agreement intend that the Merger constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement constitute a “plan of reorganization” within the meaning of Treasury Regulations sections 1.368-2(g) and 1.368-3(a);

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

WHEREAS, capitalized terms used in this Agreement will have the respective meanings set forth in Section 11.11 or in the Sections of this Agreement set forth opposite such terms in Section 11.11;

NOW, THEREFORE, in consideration of the covenants, agreements and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1            The Merger .

(a)           Upon the terms and subject to the satisfaction or express waiver of the conditions of this Agreement, at the Effective Time (as defined in Section 1.2(b)), Merger Corp. shall merge with and into New Core.  New Core shall be the surviving corporation in the Merger and shall continue its corporate existence under the laws of the State of Florida.  Upon consummation of the Merger, the separate corporate existence of Merger Corp. shall terminate.

(b)           Notwithstanding anything herein to the contrary, RDSI may at any time prior to the Effective Time change the method of effecting the Merger (including, without limitation, the provisions of this Article I), if and to the extent RDSI deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to which the holders of New Core Common Stock are entitled in accordance with the terms and subject to the conditions of this Agreement, (ii) adversely affect the treatment of the Merger as a reorganization described in Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.  New Core, if requested by RDSI, shall enter into one or more amendments to this Agreement in order to effect any such change.

1.2           Closing; Effective Time .

(a)           The closing of the Merger (the “Closing”) shall take place within three (3) Business Days after the satisfaction or express waiver (subject to Applicable Laws) of the conditions set forth in Article VIII (excluding conditions that, by their nature, cannot be satisfied until the Closing Date (as defined below)), unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the “Closing Date”).  The Closing shall be held at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215, unless another place is agreed to in writing by the parties hereto.

(b)           The Merger shall become effective upon the latest to occur of the following: (i) the filing of a certificate of merger with the Secretary of State of the State of Ohio (the “Ohio Secretary”) in accordance with the Ohio General Corporation Law (Chapter 1701 of the Ohio Revised Code) (the “OGCL”); (b) the filing of articles of merger with the Department of State of the State of Florida in accordance with the Florida Business Corporation Act (Chapter 607 of the Florida Statutes) (the “FBCA”); or (c) such later date and time as may be agreed to by RDSI, Merger Corp. and New Core and so provided in the certificate of merger and articles of merger filed as set forth above (the time the Merger becomes effective being referred to as the “Effective Time”).

1.3           Effects of the Merger .  At and after the Effective Time, the Merger shall have the effects set forth in the OGCL and the FBCA.  At the Effective Time:

(a)           The articles of incorporation of New Core, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Company until amended in accordance with the FBCA;

(b)           The bylaws of New Core, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company until amended in accordance with the FBCA;

(c)           Each individual serving as a director of Merger Corp. immediately prior to the Effective Time shall become a director of the Surviving Company and shall serve as such until his or her successor is duly elected and qualified in the manner provided for in the Surviving Company’s articles of incorporation and bylaws or as otherwise provided by Applicable Laws or until his or her earlier death, resignation or removal in the manner provided in the Surviving Company’s articles of incorporation or bylaws or as otherwise provided by the FBCA; and

(d)           Each individual serving as an officer of Merger Corp. immediately prior to the Effective Time shall be an officer of the Surviving Company holding the same office as held with Merger Corp. immediately prior to the Effective Time.

1.4           Conversion of New Core Common Stock .  At the Effective Time, by virtue of the Merger and without any action on the part of RDSI, Merger Corp., New Core or the holders of any capital stock of RDSI, Merger Corp. or New Core:

(a)           Each share of New Core Common Stock issued and outstanding immediately prior to the Effective Time, other than shares of New Core Common Stock held in New Core’s treasury, shall automatically be converted into the right to receive the Closing Consideration and the Earn-Out Consideration, as calculated pursuant to Article II and Article III, respectively (collectively, the “Merger Consideration”).

(b)           All shares of New Core Common Stock converted into the right to receive the Closing Consideration and the Earn-Out Consideration pursuant to this Agreement shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate or book-entry credit previously evidencing any such shares of New Core Common Stock (a “Certificate”) shall thereafter evidence only the right to receive (i) the number of whole shares of RDSI Common Stock and (ii) cash in lieu of fractional shares of RDSI Common Stock into which the shares of New Core Common Stock formerly evidenced by such Certificate have been converted pursuant to this Agreement, without any interest thereon.

(c)           All shares of New Core Common Stock held in New Core’s treasury shall be canceled and shall cease to exist and no shares of RDSI Common Stock or other consideration shall be delivered in exchange therefor.

1.5           Merger Corp. Common Stock .  At and after the Effective Time, each common share of Merger Corp. issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock of the Surviving Company.

1.6           RDSI Common Stock .  At and after the Effective Time, each common share of RDSI issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding and unaffected by the Merger.

1.7           Tax Consequences .  For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code.  The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations sections 1.368-2(g) and 1.368-3(a).

2.1           Calculation of Closing Consideration .  The aggregate consideration to be issued upon the Closing of the Merger (the “Closing Consideration”) to the holders of all (100%) of the issued and outstanding shares of New Core Common Stock outstanding immediately prior to the Effective Time (the “New Core Holders”) shall be comprised of the Initial Shares (defined below) and Additional RDSI Shares (defined below).  The Closing Consideration shall be the number of shares of RDSI Common Stock which would equal the sum of:

(a)           the number of shares of RDSI Common Stock equal to the product of the total number of shares of RDSI Common Stock issued and outstanding immediately prior to the Effective Time multiplied by one thousand eight hundred thirty-four ten thousandths (0.1834) (the “Initial Shares”), plus

(b)           an additional number of shares of RDSI Common Stock (“Additional RDSI Shares”) if the Computed Valuation of New Core (as defined in Section 2.2(a) below) as of the Valuation Date is greater than fifteen and one-half percent (15.5%) of the sum of such Computed Valuation of New Core and the RDSI Computed Valuation (as defined in Section 2.2(b) below) as of the Valuation Date (the “Aggregate Post-Merger Value”).  The aggregate number of Additional RDSI Shares shall equal the number derived from the following equations A and B:

2.2            Computed Valuation of New Core and RDSI .

(a)           For purposes of this Agreement, the following definitions shall apply:

(i)             “ Computed Valuation of New Core ” shall mean Six Million Five Hundred Thousand Dollars ($6,500,000) plus the average of (A) one and one half (1.5) times the New Core Computed Revenue and (B) Twelve (12) times the New Core Computed Net Income for the Converted Contracts in place on the Valuation Date.

(ii)            “ Converted Contract ” shall mean a New Core Contract under which the financial institution has converted to, or installed, the New Core Software, and is fully operational, evidenced by a certificate executed by the financial institution to the effect that the New Core Software has been successfully integrated into such financial institution’s products and services and is operating, subject to one or more issues identified by the financial institution on such certificate which, in the aggregate, does not affect the overall functionality of the system.  The date of execution by the financial institution of the certificate evidencing the Converted Contract shall be the effective date of the Converted Contract (the “ Converted Contract Date ”).

(iii)           “ Initial Monthly Subscription Fee ” shall mean the amount set forth (usually in Schedule B to New Core Contracts) in the Converted Contract as the amount payable by the financial institution per month for the initial twelve (12) months of service by New Core or RDSI.  Any adjustments, discounts, premiums, and other negotiated variances to the Initial Monthly Subscription Fee will be calculated over the full term  of the contract, and the adjustment shall be applied to the Initial Monthly Subscription Fee. [For example, a three month initial discount would be applied against the entire initial term of a three year contract and the New Core Computed Revenue adjusted by one-third of the total adjustment.]  The Initial Monthly Subscription Fee shall include the amount payable by the financial institution per month for disaster recovery services, whether included in the fee(s) set forth in Schedule B to the Converted Contract, identified and billed separately in the Converted Contract, or billed in an amendment or addendum to the Converted Contract.  The Initial Monthly Subscription Fee shall not include any one-time installation fees, hardware sales and/or installation, special one-time fees, and pass-through billings such as communications expense.  The Initial Monthly Subscription Fee shall not be reduced by sales commissions or one-time third party fees that are paid directly by the financial institution or paid by off-setting one-time billings to the financial institution.

(iv)           “ New Core Computed Revenue ” shall be the sum of the following calculations (A + B + C) of assumed revenues by category of service for the period for which such calculation is made for each bank having a Converted Contract based upon such financial institution’s assets as of the December 31 immediately prior to the Converted Contract Date (“ Bank Assets ”):

(v) “ New Core Computed Net Income ” shall mean the sum of the following calculations (A + B + C + D) of assumed net income by category of service for the period for which such calculation is made:

(vi)        “ Valuation Date ” shall mean the last date of that calendar month which is closest to the Effective Time and at least twenty (20) days prior to the Effective Time.

(vii)        “ RDSI Computed Valuation ” shall mean the average of the four (4) following calculations all computed in accordance with GAAP:

2.3           Payment of Closing Consideration; Holdback Shares .

(a)           Each New Core Holder shall be entitled to receive in exchange and substitution for such holder’s shares of New Core Common Stock the same percentage of the Initial Shares and the Additional RDSI Shares that such holder’s shares of New Core Common Stock bear to the total number of issued and outstanding shares of New Core Common Stock immediately prior to the Effective Time.

(b)           Notwithstanding anything to the contrary contained herein, RDSI shall withhold from the Initial Shares and the Additional Shares to be delivered to the New Core Holders pursuant to this Article II and shall deliver to the Holdback Agent a number of shares of RDSI Stock equal to twenty-five percent (25%) of the Closing Consideration (the “Holdback Shares”), which Holdback Shares shall be retained by the Holdback Agent, in the Holdback Fund in accordance with Section 9.3 hereof, and the Closing Consideration to which each New Core Holder is entitled to receive pursuant to Section 2.3(a) shall be reduced accordingly.

2.4           No Fractional Shares .  Notwithstanding anything to the contrary contained in this Article II, no fractional share of RDSI Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued as part of the Closing Consideration.  Each New Core Holder who would otherwise be entitled to receive a fractional share of RDSI Common Stock as part of the Closing Consideration shall receive instead an amount in cash equal to the product of (a) the fractional RDSI Common Stock interest to which such holder would otherwise be entitled, multiplied by (b) the Per Share Computed Value.

2.5           Share Certificates in Merger .

(a)           Within three business days after the Effective Time, RDSI shall mail to each New Core Holder of record a form letter of transmittal and instructions for use in effecting the surrender for exchange of the Certificates evidencing the shares of New Core Common Stock cancelled and extinguished as a result of the Merger.  Upon surrender of a Certificate for cancellation, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing the shares of RDSI Common Stock and the cash to which the holder is entitled in accordance with the provisions of this Agreement, and the Certificate so surrendered shall thereafter be cancelled forthwith.

(b)           In the event that any New Core Holder of shares of New Core Common Stock cancelled and extinguished in accordance with this Agreement is unable to deliver the Certificate which evidences such shares of the holder, RDSI, in the absence of actual notice that any shares theretofore evidenced by any such Certificate have been acquired by a bona fide purchaser, shall deliver to such holder the amount to which such holder is entitled in accordance with any provisions of this Agreement upon the presentation of all of the following:

(c)           In the event that the issuance of shares of RDSI Common Stock or payment of cash in lieu of fractional shares in accordance with this Agreement is to be made to a person other than the person in whose name the Certificate surrendered is registered, the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of RDSI that such tax has been paid or is not applicable.  Until surrendered in accordance with the provisions of this Section 2.5, each Certificate shall represent for all purposes the right to receive the Closing Consideration and cash in lieu of fractional shares as determined pursuant to this Agreement.

(d)           No dividends or other distributions declared with respect to shares of RDSI Common Stock and payable to the New Core Holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate.  Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a Certificate, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of RDSI Common Stock represented by such Certificate.

2.6           Compliance with Section 2.5 .  No shares of RDSI Common Stock or payment in lieu of fractional shares shall be delivered by RDSI to any New Core Holder of common shares in accordance with this Agreement until any such holder shall have complied with Section 2.5 of this Agreement.

2.7           Payment in Satisfaction of Rights .  All payments made upon the surrender of Certificates pursuant to this Article II shall be deemed to have been made in full satisfaction of all rights pertaining to the shares evidenced by such Certificates.

2.8           No Further Registration of Transfer .  After the Effective Time, there shall be no further registration of transfer of shares of New Core Common Stock on the stock transfer books of New Core.  In the event that, after the Effective Time, Certificates evidencing such shares are presented for transfer, they shall be cancelled and exchanged as provided in this Article II.

2.9           Dissenting Shares .

(a)           Notwithstanding anything in this Agreement to the contrary, the shares of New Core Common Stock which are outstanding immediately before the Effective Time and which are held by shareholders who shall not have voted such shares in favor of this Agreement, who shall have delivered to New Core a written notice of intent to demand payment of such shares in the manner provided in Sections 607.1301 through 607.1333 (collectively, the “Appraisal Statute”) and who shall have otherwise complied fully with all of the requirements of the Appraisal Statute shall not be converted into or be exchangeable for the right to receive the consideration provided in this Agreement; provided, however, that (a) each of such shares (herein referred to as the “Dissenting Shares”) shall nevertheless be cancelled and extinguished in accordance with this Agreement; (b) the holder of Dissenting Shares, upon full compliance with the requirements of the Appraisal Statute, shall be entitled to payment of the fair value of such shares in accordance with the provisions of the Appraisal Statute; and (c) in the event (i) any holder of Dissenting Shares shall subsequently withdraw such holder’s demand for appraisal of such shares in accordance with the provisions of the Appraisal Statute, or (ii) any holder of Dissenting Shares fails to perfect his or her appraisal rights by not fully complying with the provisions of the Appraisal Statute, such holder shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive the consideration provided in this Agreement.

(b)           New Core shall give RDSI (i) prompt notice of any written demands for appraisal of any shares of New Core Common Stock made under the Appraisal Statute, any withdrawals or attempted withdrawals of such demands and any other instruments delivered pursuant to the Appraisal Statute and received by New Core relating to Dissenting Shares and (ii) the opportunity to participate in all negotiations and proceedings with respect to the exercise of appraisal rights.  New Core shall not, except with the prior written consent of RDSI, voluntarily make any payment with respect to any demands for payment for shares of New Core Common Stock under the Appraisal Statute or offer to settle or settle any such demands.

3.1           Earn-Out Consideration .

(a)           In addition to the Closing Consideration, each New Core Holder shall have the right to receive Initial Earn-Out Consideration, Adjusted Earn-Out Consideration and Final Earn-Out Consideration all as defined and determined in accordance with this Article III and collectively referred to in this Agreement as the “Earn-Out Consideration.”

(b)           If the Computed Valuation of New Core as of the Valuation Date is less than .1834 times the RDSI Computed Valuation on the Valuation Date, then the Earn-Out Consideration shall be reduced.  The reduction shall equal the number of shares of RDSI Common Stock (“Reduction Shares”) derived from the following equation:

(c)           In no event, however, and notwithstanding any provision of this Agreement to the contrary, shall the aggregate number of shares of RDSI Common Stock issued as Additional RDSI Shares, Initial Earn-Out Consideration, Adjusted Earn-Out Consideration and Final Earn-Out Consideration exceed the aggregate number of Shares of RDSI Common Stock issued as Initial Shares.

3.2           Initial Earn-Out Consideration .

The “ Initial Earn-Out Period ” shall be the period beginning on the Effective Time and ending on December 31, 2010, if the Effective Time precedes December 31, 2010. If the Effective Time is on or after December 31, 2010, no Initial Earn-Out Consideration shall be issued.

The aggregate Initial Earn-Out Consideration to be issued to all New Core Holders shall equal the number of shares of RDSI Common Stock derived from the following calculation:

(a)           New Core Computed Revenue for the Initial Earn-Out Period times One and One half (1.5), Plus

(b)           New Core Computed Net Income for the Initial Earn-Out Period times Twelve (12); Divided By

(c)           Two (2); Divided By

(d)           The Per Share Computed Value;

provided, however, that the number of shares of RDSI Common Stock derived from the foregoing calculation shall be reduced by the number of Converted Contract Revision Shares. Each New Core Holder shall be entitled to receive the same proportion of such Initial Earn-Out Consideration as the New Core Holder received of the Initial Shares.  The Initial Earn-Out Consideration shall be issued by RDSI not later than March 31, 2011.

3.3           Adjusted Earn-Out Consideration .

The “Adjusted Earn-Out Period” shall be the period beginning on the later of the Effective Time or January 1, 2011 and ending on December 31, 2011.

The aggregate Adjusted Earn-Out Consideration to be issued to all New Core Holders shall equal the number of shares of RDSI Common Stock derived from the following calculation:

(a)           New Core Computed Revenue for the Adjusted Earn-Out Period times One and One half (1.5), Plus

(b)           New Core Computed Net Income for the Adjusted Earn-Out Period times Twelve (12); Divided By

(c)           Four (4); Divided By

(d)           The Per Share Computed Value;

provided, however, that the number of shares of RDSI Common Stock derived from the foregoing calculation shall be reduced by the number of Converted Contract Revision Shares.  Each New Core Holder shall be entitled to receive the same proportion of such Adjusted Earn-Out Consideration as the New Core Holder received of the Initial Shares.  The Adjusted Earn-Out Consideration shall be issued by RDSI not later than March 31, 2012.

3.4           Final Earn-Out Consideration .

The Final Earn-Out Consideration shall be payable to the New Core Holders in connection with New Core Contracts executed between New Core or RDSI and a financial institution before December 31, 2011 and that become Converted Contracts between January 1, 2012 and December 31, 2012 (“Final Converted Contracts”).

The aggregate Final Earn-Out Consideration to be issued to all New Core Holders shall equal the number of shares of RDSI Common Stock derived from the following calculation:

(a)           New Core Computed Revenue for Final Converted Contracts during the period January 1, 2012 until December 31, 2012 times One and One half (1.5), Plus

(b)           New Core Computed Net Income for Final Converted Contracts during the period January 1, 2012 until December 31, 2012 times Twelve (12); Divided By

(c)           Four (4); Divided By

(d)           The Per Share Computed Value;

provided, however, that the number of shares of RDSI Common Stock derived from the foregoing calculation shall be reduced by the number of Converted Contract Revision Shares.  Each New Core Holder shall be entitled to receive the same proportion of such Final Earn-Out Consideration as the New Core Holder received of the Initial Shares.  The Final Earn-Out Consideration shall be issued by RDSI not later than March 31, 2013.

3.5           No Fractional Shares .  Notwithstanding anything to the contrary contained in this Article III, no fractional share of RDSI Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued as part of the Earn-Out Consideration.  Each New Core Holder who would otherwise be entitled to receive a fractional share of RDSI Common Stock as part of the Earn-Out Consideration shall receive instead an amount in cash equal to the product of (a) the fractional RDSI Common Stock interest to which such holder would otherwise be entitled, multiplied by (b) the average closing price of a share of RDSI Common Stock for the twenty (20) most recent trading days that RDSI Common Stock has traded immediately preceding the issuance of the applicable Earn-Out Consideration.

3.6           Shares Reserved .  Following the Effective Time, the Combined Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of RDSI Common Stock for delivery of the Earn-Out Consideration pursuant to the terms set forth in this Article III.

3.7           Computation .  All calculations necessary for the computation of amounts in accordance with Articles II and III of this Agreement shall be made by Plante & Moran or the then current external or internal accounting firm of RDSI (the “Accountants”).  The Accountants shall have unrestricted access to the books and records of RDSI, New Core and the Combined Company in order to confirm such calculations.  The decision of the Accountants shall be final and binding on the parties.  In the event that the Accountants designated by this Section 3.7 are unwilling or unable to act, the Accountants shall be selected by RDSI.  All expenses and fees of the Accountants shall be paid by RDSI for calculation of the RDSI Computed Valuation and by New Core for the calculation of the Computed Valuation of New Core and the Earn Out Consideration, and any other expenses shall be paid by the party whose calculations are being made.

3.8            Converted Contract Revision Shares .  The term “Converted Contract Revision Shares” shall mean the number of shares of RDSI Common Stock equal to the difference between (a) the number of shares of RDSI Common Stock issued as and for the Closing Consideration or a prior Earn-Out Consideration which included in its calculation of New Core Computed Revenue and New Core Computed Net Income a Converted Contract that, during the Initial Earn-Out Period, Adjusted Earn-Out Period or Final Earn-Out Consideration, as applicable, has been rescinded or terminated, or for which New Core has made a refund of fees or a discount has been granted to the financial institution (each, a “Revised Contract”) and (b) the number of shares of RDSI Common Stock that would have been issued as and for such Closing Consideration or prior Earn-Out Consideration if recalculated to reflect the decrease in New Core Computed Revenue and New Core Net Income resulting from all such Revised Contracts.  Discounts and refunds shall be calculated over the contract term.

3.9           Anti-Dilution Adjustments .  In the event RDSI changes (or establishes a record date for changing) the number of shares of RDSI Common Stock issued and outstanding after the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, split up, combination, exchange of shares, readjustment or similar transaction with respect to the outstanding shares of RDSI Common Stock (excluding the issuance of up to 15% of the outstanding shares of RDSI Common Stock to employees of RDSI pursuant to stock options, restricted stock or other stock incentive awards) and the record date therefor shall be prior to the issuance of any Merger Consideration pursuant to Article II or this Article III, then the number of shares of RDSI Common Stock to be issued as any Merger  Consideration shall be proportionately adjusted.  The provisions of this Section 3.9 shall not apply to the issuance of shares of RDSI Common Stock for full consideration or to the issuance of shares of RDSI Common Stock in connection with any employee benefit plan of RDSI.

4.1            Ancillary Agreements .  Contemporaneously with the execution of this Agreement (or within thirty (30) days thereafter in the case of the Holdback Escrow Agreement), RDSI and New Core have executed and delivered (or caused the execution and delivery of) the following agreements (collectively, the “Ancillary Agreements”):  (a) the Subordinated Loan Agreements; (b) the Reseller Software License and Support Agreement; (c) the Escrow Agreement; (d) the Voting Agreements; and (e) the Holdback Escrow Agreement.

4.2            Spin-Off .  The Closing of the Merger shall be subject to and conditioned upon the prior distribution of not less than 80% of the outstanding shares of RDSI Common Stock owned by Rurban to the then-existing shareholders of Rurban (the “Spin-Off”).  The decision to effect the Spin-Off and the terms thereof shall be at the sole discretion of the Board of Directors of Rurban, and except as expressly provided in Section 10.2, RDSI shall have no obligation or liability to New Core or its shareholders under the terms of this Agreement if the Spin-Off is not completed for any reason.

5.1            Representations and Warranties of New Core .  Except as set forth in the New Core Disclosure Schedule delivered by New Core to RDSI prior to the execution of this Agreement (the “New Core Disclosure Schedule”), New Core represents and warrants to RDSI as provided below.  For purposes of this Section 5.1, New Core shall mean New Core Holdings, Inc. and all of its predecessor companies and businesses, including, without limitation, New Core Banking Systems, LLC and Core ASP, LLC.

(a)             Organization, Standing and Power; Subsidiaries .

(i)             New Core is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core.  The copies of the articles of incorporation and bylaws of New Core which were previously furnished or made available to RDSI are true, complete and correct copies of such documents as in effect on the date of this Agreement.

(ii)             Except as set forth on Section 5.1(a) of the New Core Disclosure Schedule, New Core does not have any Subsidiaries and does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

(b)             Capital Structure .

(i)             The authorized capital stock of New Core consists of one hundred million (100,000,000) shares of New Core Common Stock.  As of the date of this Agreement, seventy-six million six hundred six thousand one hundred ninety-one (76,606,191) shares of New Core Common Stock were issued and outstanding and no shares of New Core Common Stock were held as treasury shares.  Section 5.1(b) of the New Core Disclosure Schedule sets forth a complete and correct list as of the date of this Agreement of all record and beneficial holders of shares of New Core Common Stock and the number of shares held by each such holder.  All issued and outstanding shares of capital stock of New Core are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of New Core is entitled to preemptive rights.  Except as set forth in Section 5.1(b) of the New Core Disclosure Schedule, there are outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from New Core.

(ii)             No bonds, debentures, notes or other indebtedness of New Core having the right to vote on any matters on which shareholders of New Core may vote (“New Core Voting Debt”) are issued or outstanding.

(iii)             Except as set forth in Section 5.1(b) of the New Core Disclosure Schedule, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which New Core is a party or by which it is bound obligating New Core to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of New Core or obligating New Core to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.  As of the date of this Agreement, there are no outstanding obligations of New Core to repurchase, redeem or otherwise acquire any shares of capital stock of New Core.

(iv)             Other than the Ancillary Agreements or as set forth in Section 5.1(b) of the New Core Disclosure Schedule, as of the date of this Agreement, there are no shareholder, buy-sell or close corporation agreements, voting trusts or other Contracts to which New Core is a party or by which it is bound relating to the voting or transfer of shares of capital stock of New Core.

(c)             Authority; No Conflicts .

(i)             New Core has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby .   The execution and delivery of this Agreement and the Ancillary Agreements by New Core and the consummation by New Core of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of New Core.  This Agreement and the Ancillary Agreements have been duly executed and delivered by New Core and, assuming the due authorization and valid execution and delivery of this Agreement and the Ancillary Agreements by RDSI, constitute valid and binding agreements of New Core, enforceable against New Core in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(ii)             The execution and delivery of this Agreement and the Ancillary Agreements by New Core does not, and the consummation by New Core of the Merger and the other transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, a “Lien”), “put” or “call” right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to:  (A) any provision of the articles of incorporation or bylaws of New Core or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core or, to the Knowledge of New Core, the Combined Company following the Merger, subject to obtaining or making the New Core Necessary Consents (as defined in paragraph (iii) below), (I) any loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other contract, agreement or obligation (a “Contract”) to which New Core is a party or by which it or any of its properties or assets is bound, or (II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to New Core or its properties or assets.

(iii)             No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) or any other Person is required by or with respect to New Core in connection with the execution and delivery of this Agreement and the Ancillary Agreements by New Core or the consummation by New Core of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the Required New Core Vote, (B) the FBCA with respect to the filing of articles of merger with the Florida Department of State in connection with the Merger, and (C) the consents, notices and/or filings set forth in Section 5.1(c)(iii) of the New Core Disclosure Schedule.  Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (C) are hereinafter referred to as “New Core Necessary Consents.”

(d)            Financial Statements .

(i)             New Core has delivered to RDSI (A) unaudited financial statements for the fiscal years ended December 31, 2007 and 2008, consisting of balance sheets and the related statements of income and stockholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto, and (B) unaudited financial statements for the interim period ended March 31, 2009, consisting of a balance sheet and the related statement of income (collectively, the “New Core Financial Statements”).  The New Core Financial Statements fairly present, in all material respects, the financial position and results of operations and cash flows of New Core as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount.

(ii)             Except as set forth in Section 5.1(d)(ii) of the New Core Disclosure Schedule, since December 31, 2008, New Core has not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of New Core or in the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core.

 (e)            Information Supplied .

(i)             None of the information supplied or to be supplied by New Core for inclusion or incorporation by reference in (A) the Registration Statement (as defined in Section 7.1(a)) will, at the time the Registration Statement is filed with the Securities and Exchange Commission (the “SEC”), at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Information Statement/Prospectus (as defined in Section 7.1(a)) will, on the date it is first mailed to New Core shareholders or at the time of the New Core Shareholders Meeting (as defined in Section 7.1(b)) or New Core Written Consents (as defined in Section 7.1(b)), as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading].

(ii)             Notwithstanding the foregoing provisions of this Section 5.1(e), no representation or warranty is made by New Core with respect to statements made or incorporated by reference in the Registration Statement or the Information Statement/Prospectus based on information supplied by RDSI for inclusion or incorporation by reference therein, or based on information which is not included or incorporated by reference in such documents but which should have been disclosed therein pursuant to Section 5.2(e).

(f)             Board Approval; Vote Required .

(i)             The Board of Directors of New Core, by resolutions duly adopted by unanimous vote at a meeting duly called and held, or by action by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement and the Merger are advisable and in the best interests of New Core and its shareholders, (B) approved this Agreement and the Merger, (C) resolved to recommend that the shareholders of New Core approve and adopt this Agreement and the Merger and directed that this Agreement and the Merger be submitted for consideration by New Core’s shareholders for approval and adoption and (D) taken all other action necessary to render any and all limitations on business combinations contained in the FBCA and the provisions of New Core’s articles of incorporation inapplicable to the transactions contemplated hereby.  To the Knowledge of New Core, except for the limitations on business combinations contained in the FBCA (which have been rendered inapplicable), no state takeover statute is applicable or purports to be applicable to the Merger or the other transactions contemplated hereby.

(ii)             The affirmative vote of the holders of a majority of the outstanding shares of New Core Common Stock (the “Required New Core Vote”) to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of New Core capital stock necessary to approve or adopt this Agreement and the Merger and the other transactions contemplated hereby.

(g)            [ Reserved .]

(h)            Litigation; Compliance with Laws .

(i)             There is no suit, action, proceeding or regulatory investigation pending or, to the Knowledge of New Core, threatened, against or affecting New Core or any property or asset of New Core, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against New Core.

(ii)             Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core, New Core holds all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the business of New Core (the “New Core Permits”), and no suspension or cancellation of any of the New Core Permits is pending or, to the Knowledge of New Core, threatened.  New Core is in compliance with the terms of the New Core Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core.  New Core is not in violation of, and New Core has not received any notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core.

(i)             Absence of Certain Changes or Events .  Except as set forth in Section 5.1(i) of the New Core Disclosure Schedule, since December 31, 2008, New Core has conducted its business only in the ordinary course, consistent with past practice and there has not been any event, change, circumstance or development which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on New Core.  Except as set forth in Section 5.1(i) of the New Core Disclosure Schedule, since December 31, 2008 through the date of this Agreement, New Core has not taken any action that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 6.1.

(j)             Environmental Matters .  Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Core, (i) the operations of New Core have been and are in compliance with all applicable Environmental Laws (as defined below) and with all New Core Permits required by applicable Environmental Laws, (ii) there are no pending or, to the Knowledge of New Core, threatened, actions, suits, claims, investigations or other proceedings (collectively, “Actions”) under or pursuant to Environmental Laws against New Core or involving any real property currently owned or, to the Knowledge of New Core, formerly owned, or currently or formerly operated or leased, by New Core and (iii) to the Knowledge of New Core, New Core is not subject to any Environmental Liabilities (as defined below), and no facts, circumstances or conditions relating to, arising from, associated with or attributable to any real property currently or formerly owned, operated or leased by New Core or operations thereon would reasonably be expected to result in Environmental Liabilities for New Core.

As used in this Agreement, “Environmental Laws” means any and all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decisions, injunctions, orders, decrees, requirements of any Governmental Entity, any and all common law requirements, rules and bases of liability regulating or imposing liability or legally binding standards of conduct concerning pollution, Hazardous Materials (as defined below) or protection of human health, safety or the environment, as in effect on or prior to the Closing Date and includes the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Clean Air Act, 33 U.S.C. Section 2601 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. and the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq., as such laws have been amended or supplemented, and the regulations promulgated pursuant thereto, and all analogous state or local statutes.  As used in this Agreement, “Environmental Liabilities” with respect to any Person means any and all liabilities of or relating to such Person or any of its Subsidiaries (including any entity which is a predecessor of such Person or any of such Subsidiaries and for which such Person has liability by law or contract), whether vested or unvested, contingent or fixed, which (i) arise under or relate to matters covered or regulated by, or for which liability is imposed under, Environmental Laws and (ii) relate to actions occurring or conditions existing on or prior to the Closing Date.  As used in this Agreement, “Hazardous Materials” means any hazardous or toxic substances, materials or wastes, defined, listed, classified or regulated as such in or under any Environmental Laws and which includes petroleum, petroleum products, friable asbestos, urea formaldehyde and polychlorinated biphenyls.

(k)             Intellectual Property .

(i)            Section 5.1(k)(i) of the New Core Disclosure Schedule lists all of the following (collectively, the “New Core Intellectual Property”):  (A) all Intellectual Property which is material to New Core’s operations or necessary for the conduct of New Core’s business, separately listing which is owned by New Core and which is not owned by New Core; and (B) all Intellectual Property, other than Consumer Software, which is material to any product, service, technology or process currently offered, licensed or sold by New Core and all Intellectual Property currently under development by New Core.

(ii)           Section 5.1(k)(ii) of the New Core Disclosure Schedule lists all licenses, sublicenses, agreements or instruments involving the New Core Intellectual Property which are material to New Core’s business (each, a “License”), including (A) all licenses by New Core to any Person of any Intellectual Property; (B) all licenses by any other Person to New Core of any Intellectual Property (excluding Consumer Software); and (C) all escrow agreements, current or terminated, relating to the deposit of the source code for the New Core Software and the names of all parties who have rights to access and/or modify the source code for the New Core Software or who have rights that may mature into rights to access and/or modify the source code for the New Core Software.  Each License regarding New Core Software identified on Section 5.1(k)(ii) of the New Core Disclosure Schedule is a valid and binding agreement in full force and effect and enforceable in accordance with its terms.  Each License regarding Ancillary Software identified on Section 5.1(k)(ii) of the New Core Disclosure Schedule is, to the Knowledge of New Core, a valid and binding agreement, in full force and effect and enforceable in accordance with its terms.  With respect to each License, to the Knowledge of New Core, there is no default (or event that with the giving of notice or passage of time would constitute a default) by New Core, or any default (or event that with the giving of notice or passage of time would constitute a default) by the other party thereto.  There are no pending or, to the Knowledge of New Core, threatened claims with respect to any License.  True and complete copies of all Licenses have been provided to RDSI.

(iii)           Except as otherwise identified on the New Core Disclosure Schedule, the New Core Software is original, and New Core has good and valid title to the New Core Software free and clear of any Liens.  New Core possesses by written License the rights to the Ancillary Software necessary for the conduct of New Core’s business and the performance of its obligations.  New Core has good and valid title to, or otherwise possesses the rights to use by written License, all of the New Core Intellectual Property that is material to New Core’s business.  Except for (A) Liens listed on the New Core Disclosure Schedule, (B) Intellectual Property owned by third parties disclosed in on the New Core Disclosure Schedule and (C) Licenses or other agreements with customers disclosed on the New Core Disclosure Schedule, no Person other than RDSI has any right or interest of any kind or nature in or with respect to any Intellectual Property owned or exclusively controlled by New Core, or any portion thereof, or any rights to sell, license, lease, transfer or use or otherwise exploit Intellectual Property owned or exclusively controlled by New Core, or any portion thereof.  New Core is the owner of all of the New Core Intellectual Property created by its officers or employees.  All independent contractors of New Core who have created New Core Intellectual Property have executed a written agreement pursuant to which all rights, title and ownership in and to such New Core Intellectual Property have been assigned to New Core.  Listed in Section 5.1(k)(iii) of the New Core Disclosure Schedule are the names of all of the individuals and entities which contributed to, authored or co-authored any portion of the New Core Software or selected, coordinated or arranged any of its components.

(iv)           New Core has not received written notice that it has, nor, to the Knowledge of New Core, has New Core infringed upon, misappropriated or misused, any Intellectual Property or proprietary information of another Person or is currently so infringing.  There are no pending or, to the Knowledge of New Core, threatened claims or proceedings contesting or challenging any of the New Core Intellectual Property, or New Core’s use of any of the New Core Intellectual Property.  Except as set forth in Section 5.1(k)(iv) of the New Core Disclosure Schedule, to the Knowledge of New Core, no Person is infringing upon, misappropriating, or otherwise violating New Core’s rights to any of the New Core Intellectual Property.

(v)            Section 5.1(k)(v) of the New Core Disclosure Schedule contains a true and complete list of all of the material software or proprietary information included, embedded or incorporated in or developed for inclusion in the New Core Software, New Core’s products or in websites of New Core, or used in the delivery of services or otherwise by New Core.  New Core owns or has valid licenses to all Software used in its operations.  Except as identified in Section 5.1(k)(v) of the New Core Disclosure Schedule, no freeware, open source or public library software, including any version of any software licensed pursuant to any GNU public license or any similar license, is, in whole or in part, embodied or incorporated in the New Core Software.  Except as set forth on the New Core Disclosure Schedule, no Intellectual Property owned by another Person has been incorporated into the New Core Software absent a License for such use.  The New Core Software contains no “viruses,” which, for the purposes of this Agreement, means any computer code intentionally designed to disrupt, disable or harm in any manner the operation of any software or hardware, but does not include any New Core intended functionality which limit a customer’s use of software to the scope of the customer’s license.  To New Core’s Knowledge, the Ancillary Software contains no “viruses.”

(vi)           New Core has taken commercially reasonable measures to protect the proprietary nature of the New Core Intellectual Property and to maintain in confidence all Trade Secrets and other confidential Intellectual Property and information owned or used by New Core in connection with New Core’s business.  To the Knowledge of New Core, no material Trade Secret or other material confidential Intellectual Property or information of New Core owned or used in connection with New Core’s business has been disclosed to any third party, other than pursuant to a written non-disclosure or confidentiality agreement or other written agreement which protects New Core’s proprietary interests in and to such Trade Secrets or confidential Intellectual Property. Section 5.1(k)(vi) of the New Core Disclosure Schedule lists all such written non-disclosure or confidentiality agreements or other written agreements pursuant to which any such disclosure was made.

(vii)           (A) New Core has not filed any application to register any Copyrights with the U.S. Copyright Office, nor any application to register any Trademark, Service Mark, or Patents with the United States Patent and Trademark Office (“PTO”) or any other Copyright, trademark or Patent office; (B) none of New Core’s Trademarks has been or is now involved in any opposition, claim of infringement, dilution, unfair competition or cancellation proceeding and, to the Knowledge of New Core,  no such action is threatened with respect to any of such Trademarks; and (C) to the Knowledge of New Core, none of New Core’s Trademarks infringes or has been alleged to infringe any trade name, trademark or service mark of any other Person and, to the Knowledge of New Core, none of New Core’s Trademarks is being infringed or has been infringed by any third party.

(viii)         Except as set forth on Section 5.1(k)(viii) of the New Core Disclosure Schedule, the New Core Intellectual Property is free and clear of any and all Liens, except Permitted Liens.

(ix)           New Core uses commercially reasonable practices to ensure the physical and electronic protection of the New Core Intellectual Property and its Information Technology from unauthorized disclosure, use or modification.  Other than as set forth on Section 5.1(k)(ix) of the New Core Disclosure Schedule, there has been no breach of security involving any website or database of New Core or, to the Knowledge of New Core, of any customer of New Core.  All data which has been collected, stored, maintained or otherwise used by New Core has been collected, stored, maintained and used in accordance with all Applicable Laws, rules and regulations.  New Core has not been notified of noncompliance with any Applicable Law, or any pertinent guidelines or industry standards pertaining to information security.

(l)             Title to Assets .   New Core has good and valid title to all of the assets owned by it and valid leasehold interests in all of the real and personal property leased by it, free and clear of all Liens except Permitted Liens.  No condemnation, eminent domain or similar proceeding affecting all or any material portion of any such real property is pending or, to the Knowledge of New Core, threatened.  Except as disclosed under Section 5.1(k), none of New Core’s assets is subject to any sublease, sublicense or other agreement granting to any other Person any right to the use or enjoyment of such assets.  Other than those of New Core’s assets which are leased or licensed by New Core from other Persons, there are no assets which are owned by any third party.  All of the assets and properties owned or leased by New Core (i) are, in the aggregate, sufficient and adequate to carry on the business of New Core as currently conducted; (ii) are, in the aggregate, in all material respects in a good state of maintenance, repair and operating condition as required for the operation and use thereof in the ordinary course of business; and (iii) comply (as to assets and properties owned by New Core) in all respects with Applicable Laws and comply with the terms and conditions of all leases and other Contracts to which New Core is a party relating to any such property, except where the failure to be in such compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect on New Core.

(m)          Information Technology .  Except as disclosed on Section 5.1(m) of the New Core Disclosure Schedule:

(i)            New Core has made available to RDSI a complete and correct list of all material Information Technology owned or used by New Core in the conduct of  New Core’s business and all material and currently in force Contracts or arrangements (including amendments and modifications thereto) relating to the maintenance and support, security, disaster recovery management and utilization (including facilities management, escrow agreements relating to the deposit of software source codes and computer bureau services agreements) of the Information Technology owned or used by New Core in the conduct of its business.

(ii)           All Information Technology currently used in connection with New Core’s business is either owned by, or leased or licensed to, New Core and New Core has all rights therein necessary to operate its business.  During the past three (3) years, no notice of a material defect has been sent or received by New Core in respect of any license or lease under which New Core receives or accesses Information Technology.

(iii)          The Information Technology owned or used by New Core in the conduct of its business has the capacity, speed and performance necessary to fulfill its obligations under its existing Contracts.

(iv)          New Core has not been notified in writing of any breach of any of the Contracts or arrangements referred to in Section 5.1(m)(i) and, to the Knowledge of New Core, New Core is not in breach of any of such Contracts or arrangements.

(v)           New Core has access to and the right to modify the source code for all of the New Core Software.  For the avoidance of doubt, New Core does not have access to, nor the right to modify, the source code for all of the software owned by third parties which is material to New Core’s business, including without limitation, the Ancillary Software or Consumer Software.

(vi)          Except as set forth in Section 5.1(m)(vi) of the New Core Disclosure Schedule, none of the records, systems, controls, and/or data used by New Core to conduct its business is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process whether computerized or not) which are not under the exclusive ownership and control of New Core.

(n)             Brokers or Finders .  No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee in connection with any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of New Core.

(o)            [ Reserved .]

(p)            Taxes .

(i)             New Core has timely filed or has caused to be timely filed all Tax Returns required to be filed by it, and all such Tax Returns (including information provided therewith or with respect thereto) are true, complete and correct.  New Core has fully and timely paid or caused to be paid all Taxes owed by New Core (whether or not shown on any Tax Return), except for Taxes which do not exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate.   As to all taxable periods (or portions thereof) which end on or prior to the Closing Date for which no Tax Returns are yet due, the liability of New Core for Taxes with respect to such periods (or portions thereof) does not exceed the amount accrued for such liability on the most recent New Core Financial Statements (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income), as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with past practice and custom of New Core.  New Core has not requested any extension of time within which to file any Tax Returns which have not since been filed, and there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from New Core for any taxable period.

(ii)             No deficiencies for any Taxes have been proposed, asserted or assessed in writing against New Core that are not adequately reserved for.

(iii)            New Core has not taken any action, and New Core has no reason to believe that any fact, agreement, plan or other circumstance exists, that is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

(iv)            New Core is not a party to any Tax sharing or Tax indemnity or similar agreement, contract or arrangement.

(v)             Within the past five years, New Core has not been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code.

(vi)            New Core is not obligated to make any payments, nor is a party to any Contract that could obligate it to make any payments, that would not be deductible by reason of Section 162(m) or Section 280G of the Code.

(vii)           New Core has not agreed to make, and is not required to make, any adjustment under Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting methods or otherwise , and to the Knowledge of New Core, no governmental authority has proposed any such adjustment or change in accounting method.

(viii)        No audit or other proceeding by any governmental authority is pending or, to the Knowledge of New Core, threatened with respect to any Taxes due from or with respect to New Core, no governmental authority has given written notice of any intention to assert any deficiency or claim for additional Taxes against New Core, no claim in writing has been made by any governmental authority in a jurisdiction where New Core does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, and all deficiencies for Taxes asserted or assessed in writing against New Core have been fully and timely paid, settled or properly accrued in accordance with GAAP applied on a basis consistent with that of preceding taxable periods.

(ix)    &