AGREEMENT AND PLAN OF MERGER

1.1   The Merger.   Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 ), B2B shall merge with and into Merger Sub   in accordance with the DGCL, the separate corporate existence of B2B shall cease, and Merger Sub shall continue as the surviving corporation.  Merger Sub, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the “ Surviving Corporation .”

1.2   Effective Time.   On the Closing Date (as defined in Section 1.10 ), the parties shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the DGCL (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the time of such filing being the “ Effective Time ”).

1.3   Effect of the Merger.   At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and Section 259 of the DGCL.

1.4   First Restructuring.   FL is entering into, executing and delivering this Agreement.  GNN owns a majority of the issued and outstanding shares of FL.  GNN, FL, the shareholders of GNN, and entities being organized by FL, GNN or GNN’s shareholders (any such entity so organized, the “ UK Surviving Company ”) are restructuring their business and operations under the laws of the United Kingdom through the transfer and assignment of all their businesses and assets and assumption of all the liabilities of FL or GNN or the exchange of shares of stock of FL, GNN and the UK Surviving Company.  Upon the completion of the restructuring, the UK Surviving Company will own all of the business and assets or all of the shares of the capital stock of FL (the “ UK Restructuring ”).  The closing of the UK Restructuring will occur on or before the Closing Date.  Simultaneously with or prior to the closing of the UK Restructuring, the UK Surviving Company will deliver to Convera and B2B copies of the UK Restructuring agreements, assignments, assumptions and other documents together with a joinder agreement in the form attached hereto as Exhibit 1.4 under which the UK Surviving Company will agree to be bound by all of FL’s duties and obligations under the Agreement (the “ Joinder Agreement ”).  From and after the execution date of the Joinder Agreement, the UK Surviving Company will be deemed to make, agree to and be bound by all of the representations, warranties, covenants and agreements of FL and receive the benefit of the representations, warranties, covenants and agreements made by Convera and B2B contained in this Agreement and assume and be responsible for all of the duties and obligations of FL under this Agreements as if UK Surviving Company had been a party to this Agreement.  For the avoidance of any doubt, however, FL shall still be a party to this Agreement after the date of the Joinder Agreement and remain jointly and severally liable under this Agreement together with the UK Surviving Company.

1.5   Second Restructuring .  On or before the Closing, the UK Surviving Company shall organize a wholly-owned subsidiary as a Delaware corporation or under the laws of another jurisdiction to the extent mutually agreed upon by the parties in writing (the “ Company ”) and transfer and assign all of its business and assets to Company and Company shall assume all of the liabilities and obligations of the UK Surviving Company or exchange shares of stock of the UK Surviving Company for shares of Company.  Furthermore, the UK Surviving Company shall form a wholly-owned direct subsidiary of Company as a Delaware corporation or under the laws of another jurisdiction to the extent mutually agreed upon by the parties (“ Intermediary Sub ”) and a wholly-owned direct subsidiary of the Intermediary Sub as a Delaware corporation or under the laws of another jurisdiction to the extent mutually agreed upon by the parties (“ Merger Sub ”, together with Company and Intermediary Sub, “ FL Subs ”).  Upon completion of the restructuring, Company directly and/or through Merger Sub and Intermediary Sub will own all of the business and assets or all of the shares of the capital stock of the UK Surviving Company (the “ Second Restructuring ”).  The closing of the Second Restructuring will occur on or before the Closing Date.  Simultaneously with or prior to the closing of the Second Restructuring, the UK Surviving Company and FL Subs will deliver to Convera and B2B copies of the Second Restructuring agreements, assignments, assumptions and other documents together with a Joinder Agreement under which each of FL Subs will agree to be bound by all of the UK Surviving Company’s duties and obligations under the Agreement.  From and after the date of the execution of such Joinder Agreement, each of FL Subs will be deemed to make, agree to, be bound by all of the representations, warranties, covenants and agreements of the UK Surviving Company and receive the benefit of the representations, warranties, covenants and agreements made by Convera and B2B contained in this Agreement and assume and be responsible for all of the duties and obligations of UK Surviving Company under this Agreement as if each of FL Subs has been a party to this Agreement.  For the avoidance of any doubt, however, the UK Surviving Company shall still be a party to this Agreement after the date of the FL Subs sign the Joinder Agreement and remain jointly and severally liable under this Agreement together with each of FL Subs.  The direct owners of Company Common Stock prior to the Merger shall be collectively referred to herein as “ Parent ”.

1.6   Modification to Structure.   The parties agree that Convera shall have the right to elect to modify the structure of the Merger so as to merge an additional or alternate wholly-owned subsidiary of Convera into Merger Sub (and to amend such provisions of this Agreement as appropriate in connection with  such modification).  In addition, the parties agree, in the event that a party reasonably determines that it is in the best interest of such party or of those benefiting directly or indirectly from ownership of any part of its equity capital, to modify the structuring of the transaction contemplated in this Agreement (and to amend such other provisions of this Agreement as appropriate in connection with such modification, including so as to maintain the same commercial arrangements regarding liability assumption and indemnification) for purposes of tax or financial efficiencies, taking into account all relevant factors, and to cooperate with each other on the implementation of the modification, so long as such modification is at least in aggregate not materially adverse to the other party from the perspective of tax, financial and liquidity of Company Common Stock.

1.7   Certificate of Incorporation of the Surviving Corporation.   At and after the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time and with provisions to be mutually agreed upon by the parties, shall be the Certificate of Incorporation of the Surviving Corporation, until amended in accordance with the DGCL.  The name of the Surviving Corporation shall be mutually agreed upon by the parties in writing prior to the Closing.

1.8   By-Laws of the Surviving Corporation.   At and after the Effective Time, the By-Laws of Merger Sub, as in effect immediately prior to the Effective Time and with provisions to be mutually agreed upon by the parties, shall be the By-Laws of the Surviving Corporation, until amended in accordance with the Certificate of Incorporation of the Surviving Corporation and the DGCL.

1.9   Directors and Officers of Company and the Surviving Corporation.

(a)   The directors of Company and the Surviving Corporation immediately subsequent to the Effective Time shall be as set forth on Exhibit 1.9(a) and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of Company and Surviving Corporation or as otherwise provided by law.

(b)   The officers of Company and the Surviving Corporation immediately subsequent to the Effective Time shall be as set forth on Exhibit 1.9(b) and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of Company and the Surviving Corporation or as otherwise provided by law.

1.10   Closing.   Subject to the provisions of this Agreement, the closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m. New York time, at the New York offices of Goodwin Procter LLP, counsel to Convera and B2B, on a date to be specified by the parties which shall be no later than the second business day after satisfaction or waiver of each of the conditions set forth in Article VII (other than the delivery of items to be delivered at Closing and other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing) or on such other date and such other time and place as the parties shall agree.  The date on which the Closing shall occur is referred to herein as the “ Closing Date .”

2.1   Conversion of Capital Stock.   At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock of Company (“ Company Common Stock ”) or any holder of any shares of common stock of B2B (“ B2B Common Stock ”):

(a)   B2B Common Stock.   Subject to this Article II , every two shares of B2B Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one (1) fully paid and non-assessable share of Company Common Stock, at a par value per share to be mutually agreed upon by the parties in writing, payable upon the surrender for cancellation of a certificate or certificates which immediately prior to the Elective Time represented all of the outstanding shares of B2B Common Stock.  All such shares of B2B Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired 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 shares of Company Common Stock pursuant to this Section 2.1(a) , neither B2B nor Company shall effect any stock split, reverse split, reclassification, stock dividend, reorganization, recapitalization or other like change with respect to B2B Common Stock or Company Common Stock after the date of this Agreement and prior to the Effective Time.

(b)   Company Common Stock.   Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall be one (1) fully paid and nonassessable share of Company Common Stock at a par value to be mutually agreed upon by the parties in writing, immediately after the Effective Time.

(c)   Conversion Ratio Adjustment .  The parties agree that their intent is, immediately after the Closing, Convera will own one-third (1/3) of the total issued and outstanding Company Common Stock and Parent will own two-thirds (2/3) of the total issued and outstanding Company Common Stock.  In the event the Company does not have 1,000 shares of Company Common Stock issued and outstanding immediately before the Effective Time, the parties agree that they will adjust the conversion ratio in Sections 2.1(a) and 2.1(b) above to carry out the intent of the parties as specified in this Section 2.1(c) .  The parties agree that in connection with the distribution of Company Common Stock to Convera stockholders as contemplated in Section 6.10 , if any, the Company will effect a stock split or another appropriate form of recapitalization to allow a pro rata distribution of Company Common Stock to Convera stockholders without fractional shares.

2.2   Additional Transactions .  In addition the conversion and exchange of stock as set forth in Section 2.1 , Convera will take the following actions:

(a)   Convera covenants and agrees to fund B2B with $3,000,000 in cash prior to the Closing, less $340,000 for the purpose of covering the potential liability described in Section 4.12(e) of Convera Disclosure Schedule, which amount will be subject to an escrow or similar arrangement agreed upon by the parties and will be released upon the extinguishment of Convera’s potential obligations (“ Cash Funding ”), which Cash Funding shall remain assets of B2B at the Closing; provided, however , that in the event that the Closing occurs later than sixty (60) days from the date of this Agreement (the “ Target Date ”) for reasons other than any delay of Convera stockholders to approve the Merger, delay of the Closing as a result of review and comment by the SEC of the Merger Proxy (as defined in Section 5.5(a)) , and due to no breach of any representation, warranties, covenant or other obligations under this Agreement by Convera or B2B, the Cash Funding to be provided by Convera will be reduced on a dollar-for-dollar basis by the amount of the operating expenses of Convera and its Subsidiaries in connection with business incurred subsequent to the Target Date, which will be no more than $14,000 per day.

(b)   Convera covenants and agrees to provide Company with a $1,000,000 line of credit (the “ Line of Credit ”) effective immediately upon the Closing, subject to the following terms and conditions.  Company will be entitled to draw down the Line of Credit, in whole at any time or in part from time to time, during a period that is six (6) months following the Closing Date (the “ Credit Term ”).  Any portion of the Line of Credit that has been drawn down (the “ Draw-down Amount ”) by Company will accrue interest at an interest rate of ten percent (10%) per annum (interest not to be compounded) and will become due and payable by Company to Convera on the date that is one (1) year anniversary of the date of the Closing Date; provided, however, that if the principal and interest are not repaid in full by Company when due, the interest rate will increase to fourteen percent (14%) per annum after the due date.  Company may pre-pay the Draw-down Amount in full or in part upon a ten (10) days prior written notice to Convera.  Convera will have the right to convert all or any portion of the Draw-down Amount into Company Common Stock at the following ratio at any time before the repayment of the outstanding principal and interest in full:

(i)   If Convera chooses to convert the entire Line of Credit, Company will issue such additional amount of shares of Company Common Stock to Convera so that as a result of such issuance, Convera will own 42.5% of the total outstanding Company Common Stock; provided , however , that Convera’s and Parent’s ownership percentage in Company will be subject to change upon a private placement or other issuance of Company Common Stock or options to purchase Company Common Stock; or

(ii)   If Convera chooses to convert less than the entire Line of Credit, Company will issue such additional amount of shares of Company Common Stock that equals to 0.0000092% of the total outstanding Company Common Stock for each dollar of Line of Credit that Convera chooses to convert; provided , however , that Convera’s and Parent’s ownership percentage in Company will be subject to change upon a private placement or other issuance of Company Common Stock or options to purchase Company Common Stock.

(c)   The parties agree to treat the conversion of the Line of Credit into Company Common Stock as a transaction on which no gain or loss is recognized for U.S. federal income tax purposes.

2.3   Taking of Necessary Action; Further Action.   Each party will take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger in accordance with this Agreement as promptly as possible.  If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Merger Sub and B2B, the officers and directors of Merger Sub and B2B immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

(a)   The parties hereby agree as to the valuation of shares of Company Common Stock to be received by Convera from Merger Sub as consideration for the Merger set forth hereto as Schedule 2.4(a).  

(b)   The parties hereby agree as to the valuation of shares of Company Common Stock to be received by Parent from Merger Sub in exchange for the contribution of all of the Parent’s business and assets to Company set forth hereto as Schedule 2.4(b) .

3.1   Organization and Qualification; Subsidiaries.   FL and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority necessary to own, lease and operate the properties it owns, leases or operates and the properties that is used for its business and to carry on its business as it is now being conducted or presently proposed to be conducted.  FL and each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect.  A true, complete and correct list of all of FL’s Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each Subsidiary’s outstanding capital stock owned by the FL or another Subsidiary or affiliate, is set forth in Section 3.1 of the FL Disclosure Schedule.  Except as set forth in Section 3.1 of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries directly or indirectly owns 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, limited liability company, joint venture or other business association or entity, excluding securities in any publicly traded company held for investment by FL and any of its Subsidiaries and comprising less than one percent (1%) of the outstanding stock of such company.

3.2   Certificate of Incorporation and By-Laws.   FL has heretofore made available to Convera a true, complete and correct copy of FL’s Articles of Association, as amended to date (the “ FL Charter ”), and By-Laws (or equivalent organizational documents), as amended to date (the “ FL By-Laws ”), and has made available to Convera true, complete and correct copies of the charter and By-Laws (or equivalent organizational documents), each as amended to date, of each of FL’s Subsidiaries (the “ FL Subsidiary Documents ”).  The FL Charter, FL By-Laws and the FL Subsidiary Documents are in full force and effect.  FL is not in violation of any of the provisions of the FL Charter or FL By-Laws and FL’s Subsidiaries are not in violation of their respective FL Subsidiary Documents.

3.3   Capitalization.

(a)   The authorized capital stock of FL consists of 100 ordinary shares, par value £1.0 per share, of FL (“ FL Ordinary Shares ”).  As of the date hereof, 100 FL Ordinary Shares are issued and outstanding, of which 90 shares are owned by Global News Net Ltd and 10 shares are owned by Jamara Holdings Limited.  FL does not have any stock purchase right or stock option plan and no FL Ordinary Shares are reserved for issuance upon exercise of such rights or options; no shares of FL Ordinary Shares are issued and held in the treasury of FL.  Between December 31, 2008 and the date of this Agreement, FL has not issued any securities (including derivative securities).  Immediately before the Closing, 1,000 shares of Company Common Stock will be issued and outstanding, unless otherwise mutually agreed upon the parties in writing.  Neither FL or any of its Subsidiaries has any stock purchase right or stock option plan and no share of their capital stock are reserved for issuance upon exercise of such rights or options; no shares of capital stock of FL or any of its Subsidiaries are issued and held in its treasury.  Between December 31, 2008 and the date of this Agreement, neither FL nor any of its Subsidiaries have issued any securities (including derivative securities).

(b)   Except as described in Section 3.3(a) of this Agreement, no capital stock of FL or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement.  There are, or at the Closing there will be, no options, preemptive rights, warrants, calls, rights, commitments or agreements of any kind to which FL or any of its Subsidiaries is a party, or by which FL or any of its Subsidiaries is bound, obligating FL or any of it Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of FL or any of its Subsidiaries or obligating FL or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment or agreement.  There are no stockholder agreements, voting trusts, proxies or other similar agreements or understandings to which FL or any of its Subsidiaries is a party or by which it or they are bound with respect to the shares of capital stock of FL or any of its Subsidiaries.  Except as set forth in Section 3.3(b) of the FL Disclosure Schedule, there are no rights or obligations, contingent or otherwise (including without limitation rights of first refusal in favor of FL or any of its Subsidiaries), of FL or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of FL or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity.  There are no registration rights or other agreements or understandings to which FL or any of its Subsidiaries is a party or by which it or they are bound with respect to any capital stock of FL or any of its Subsidiaries.

(c)   All outstanding shares of capital stock of FL and each of its Subsidiaries, are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the applicable law, its respective charter or bylaw documents or any agreement to which it is a party or otherwise bound; free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (collectively, “ Liens ”).  None of the outstanding shares of capital stock of FL or any of its Subsidiaries have been issued in violation of any federal, state or foreign securities laws.  No material change in the capitalization of FL or any of its Subsidiaries has occurred since its inception.  All of the outstanding shares of capital stock of each of FL’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by FL or a Subsidiary of FL free and clear of all Liens.  There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of FL or any of its Subsidiaries.

3.4   Authority Relative to this Agreement.   FL has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery by FL of this Agreement and each instrument required hereby to be executed and delivered at the Closing and the consummation by FL of the transactions contemplated hereby have, or will have been upon the Closing, duly and validly authorized by all necessary corporate action on its part.  This Agreement has been duly and validly executed and delivered by FL and, assuming the due authorization, execution and delivery of this Agreement by Convera and B2B, constitutes the legal, valid and binding obligation of FL, enforceable against FL in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).  As of the date of this Agreement, the Board of Directors of FL has unanimously determined that it is fair to, advisable and in the best interests of their respective stockholders for them to enter into a business combination with B2B upon the terms and subject to the conditions of this Agreement, and FL’s stockholders have approved and adopted this Agreement and the Merger, and none of the aforesaid actions by FL’s Board of Directors and FL’s stockholders has been amended, rescinded or modified.

3.5   Anti-Takeover Statute Not Applicable.   No “business combination,” “price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation under the laws of the State of Delaware (each a “ Takeover Statute ”) is applicable to Company, the shares of Company Common Stock, the Merger or any of the other transactions contemplated by this Agreement.

3.6   Agreements, Contracts and Commitments.

(a)   Except as set forth in Section 3.6(a) of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries has any agreements, contracts or commitments (including but not limited to end user license agreements) that (i) resulted in or will result in (A) payments by FL or its Subsidiaries during fiscal years 2007, 2008 or 2009 (up to the date of this Agreement) or (B) payments to FL or its Subsidiaries during the period beginning in fiscal year 2007 and ending as of the date of this Agreement, in either case in excess of $25,000; or (ii) which require the making of any charitable contribution in excess of $25,000;

(b)   No purchase contracts or commitments of FL or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of its normal, ordinary and usual requirements of the business;

(c)   Except for agreements:  (i) for the purchase, sale, license, distribution, maintenance or support of products of FL or any of its Subsidiaries entered into in the ordinary course; (ii) under which FL or any of its Subsidiaries made or received payments of less than $25,000 during any 12 months period; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to FL Intellectual Property as a result of the Merger, there are no contracts or agreements to which FL or any of its Subsidiaries is a party that (a) do not expire or that FL or any Subsidiary of FL may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than FL or any of its Subsidiaries so as to expire more than one year after the date of this Agreement.

(d)   Neither FL nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative (other than the employment agreements in the ordinary course of business), or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for its products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium;

(e)   Neither FL nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Material Adverse Effect;

(f)   Except as set forth in Section 3.6(f) of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $100,000 for services rendered;

(g)   Neither FL nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which it (i) is restricted from selling, licensing or otherwise distributing any of its technology or products or providing services to customers or potential customers or any class of customers, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party;

(h)   Neither FL nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers or cancellation of services already prescribed and paid for by customers, except for such obligations or liabilities that would not reasonably be likely to have a Material Adverse Effect;

(i)   Except as set forth in Section 3.6(i) of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others;

(j)   All the indebtednesses, if any, from a shareholder of or otherwise an affiliate to FL or any of its Subsidiaries have been converted into equity of FL or any of its Subsidiaries, as the case may be, and each of FL and its Subsidiaries is free of such indebtedness;

(k)   Except as set forth in Section 3.6(k) of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries has any contract for capital expenditures in excess of $25,000, individually, or such contracts representing in excess of $100,000 in the aggregate;

(l)   Neither FL nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business other than in connection with the UK Restructuring or the Second Restructuring;

(m)   Neither FL nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise;

(n)   Neither FL nor any of its Subsidiaries has any outstanding loan to any person other than to FL or a wholly owned Subsidiary of FL;

(o)   Neither FL nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements;

(p)   Neither FL nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring it to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party;

(q)   FL has made available to Convera true, complete and correct copies of each contract listed in Section 3.6(a) of the FL Disclosure Schedule (collectively, the “ FL Material Contracts ”); and

(r)   (i) Neither FL nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any FL Material Contract and such breach or default remains uncured, (ii) to the knowledge FL, no other party to any FL Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each FL Material Contract is in full force and effect and (iv) each FL Material Contract is a legal, valid and binding obligation of FL or any of its Subsidiaries and, to the knowledge of FL, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

3.7   No Conflict; Required Filings and Consents.

(a)   The execution and delivery by FL of this Agreement do not, the execution and delivery by FL of any instrument required hereby to be executed and delivered by it at the Closing will not, and the performance of its agreements and obligations under this Agreement by FL will not, (i) conflict with or violate the FL Charter or FL By-Laws or any FL Subsidiary Documents, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to FL or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair FL’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of FL or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which FL or any of its Subsidiaries is a party or by which FL or any of its Subsidiaries or its or any of their respective properties is bound or affected, other than, in the case of (iii) above, such conflict, violation, breach, default, impairment, rights of termination, amendment, acceleration or cancellation, or Liens that would not be reasonably expected to have a Material Adverse Effect.

(b)   The execution and delivery by FL of this Agreement do not, the execution and delivery by FL of any instrument required hereby to be executed and delivered by FL at the Closing will not, and the performance of agreements and obligations under this Agreement by FL will not, require any consent, approval, order, license, authorization, registration, declaration or permit of, or filing with or notification to, any court, arbitrational tribunal, administrative or regulatory agency or commission or other governmental authority or instrumentality (whether domestic or foreign, a “ Governmental Entity ”), except (i) the filing of the Certificate of Merger or other documents as required by the DGCL, (ii) the consent as set forth in Section 3.7(b) of FL Disclosure Schedule and (iii) such other consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

3.8   Compliance; Permits.

(a)   FL and its Subsidiaries are and have been in compliance with and are not in default or violation of (and have not received any notice of non-compliance, default or violation with respect to) any law, rule, regulation, order, judgment or decree applicable to FL or any of its Subsidiaries or by which any of their respective properties is bound or affected, and FL is not aware of any such non-compliance, default or violation thereunder, where such non-compliance, default or violation would be reasonably expected to have a Material Adverse Effect.

(b)   Each of FL and its Subsidiaries holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the respective business of FL and its Subsidiaries taken as a whole as currently conducted (collectively, the “ FL Permits ”) where the failure to hold such FL Permits would be reasonably be expected to have a Material Adverse Effect.  The FL Permits are in full force and effect and, to the best knowledge of FL, have not been violated in any material respect and no suspension, revocation or cancellation thereof has been threatened, and there is no action, proceeding or investigation pending or, to the knowledge of FL, threatened, seeking the suspension, revocation or cancellation of any FL Permits.  No FL Permit shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement.

3.9   Financial Statements .  Each of the unconsolidated financial statements of FL and its Subsidiaries (including, in each case, any related notes and schedules) provided by FL and audited by Hedley Dunk Limited, UK chartered accountants and registered auditors, complies in all material respects with all applicable accounting requirements and the published rules and regulations of the relevant government authorities in their jurisdictions of organization, and fairly presents the unconsolidated financial position of FL and its Subsidiaries as of the dates thereof and the unconsolidated results of its operations and cash flows for the periods indicated, except that any interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate.  The unconsolidated balance sheets of FL and its Subsidiaries for the fiscal year ended December 31, 2008, as audited by Hedley Dunk Limited is referred to herein as the “ FL Balance Sheet .”

3.10   Absence of Certain Changes or Events.   From the December 31, 2008 to the Closing, FL and its Subsidiaries (including all the UK Surviving Company and FL Subs after the transactions contemplated in or by the UK Restructuring and the Second Restructuring become effective) have and will have upon the Closing, conducted their business in the ordinary course consistent with past practice and, since such date, there has not occurred:  (i) any change, development, event or other circumstance, situation or state of affairs that has had or would reasonably be expected to have a Material Adverse Effect; (ii) any amendments to or changes in the FL Charter, FL By-Laws or FL Subsidiary Documents; (iii) any damage to, destruction or loss of any asset of FL or any of its Subsidiaries (whether or not covered by insurance) that would reasonably be expected to have Material Adverse Effect; (iv) any sale or disposal of a material amount of assets (tangible or intangible) of FL or any of its Subsidiaries except as contemplated in or by the UK Restructuring or the Second Restructuring; or (v) any other action or event that would have required the consent of Convera and B2B pursuant to Section 5.1 had such action or event occurred after the date of this Agreement.

3.11   No Undisclosed Liabilities.

(a)   Except as reflected in the FL Balance Sheet, neither FL nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) which would be required by the generally accepted accounting principles of United States (“ GAAP ”) to be set forth on a consolidated balance sheet of FL and its consolidated subsidiaries or in the notes thereto, other than (i) any liabilities and obligations incurred since fiscal year 2008 in the ordinary course of business consistent with past practice, and (ii) liabilities that would not reasonably be expected to have a Material Adverse Effect.

(b)   Neither FL nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar contract (including without limitation any contract relating to any transaction, arrangement or relationship between or among FL or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving FL or any of its Subsidiaries in the FL Balance Sheet.

3.12   Absence of Litigation.   Except set forth in Section 3.12 of the FL Disclosure Schedule, there are no claims, actions, suits, proceedings or, to the knowledge of FL, governmental investigations, inquiries or subpoenas (other than any actions, suits, proceedings, investigations, inquiries or subpoenas challenging or otherwise arising from or relating to the Merger or any of the other transactions contemplated by this Agreement) (a) pending against FL or any of its Subsidiaries or any properties or assets of FL or of any of its Subsidiaries, (b) to the knowledge of FL, threatened against FL or any of its Subsidiaries, or any properties or assets of FL or of any of its Subsidiaries, or (c) whether filed or threatened, that have been settled or compromised by FL or any of its Subsidiaries within the three (3) years prior to the date of this Agreement and at the time of such settlement or compromise were material, other than, in the case of (i) through (iii) above, such claims, actions, suits, proceedings, investigations, inquiries or subpoenas that would not be reasonably likely to have a Material Adverse Effect.  Neither FL nor any Subsidiary of FL is subject to any outstanding order, writ, injunction or decree that would reasonably be expected to be material or would reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement.

3.13   Employee Benefit Plans, Options and Employment Agreements

(a)   Section 3.13(a) of the FL Disclosure Schedule sets forth a complete and accurate list of all Employee Benefit Plans maintained, or contributed to, by FL or any of FL’s Subsidiaries or to which FL or any of FL’s Subsidiaries is obligated to contribute, or under which any of them has or may have any liability for premiums or benefits (collectively, the “ FL Employee Plans ”).  For purposes of this Agreement, “Employee Benefit Plan” means any employee benefit plan, employee pension plan or employee welfare benefit plan, and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation and all severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of an entity or any of its subsidiaries.

(b)   With respect to each FL Employee Plan, FL has made available to Convera complete and accurate copies of such FL Employee Plan (or a written summary of any unwritten plan) together with all amendments and related documents.

(c)   Each FL Employee Plan has been administered in all material respects in accordance with applicable laws and the regulations thereunder  and in accordance with its terms and each of the FL and FL’s Subsidiaries have in all material respects met their obligations with respect to each FL Employee Plan and have timely made all required contributions thereto.

(d)   With respect to FL Employee Plans, there are no material benefit obligations for which contributions have not been made or properly accrued and there are no benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with the applicable accounting rules and standards, on the financial statements of FL.  Neither FL or any of its Subsidiaries has any liability for benefits (contingent or otherwise) under any FL Employee Plan, except as set forth in FL Balance Sheet.  The assets of each FL Employee Plan which is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.

(e)   No FL Employee Plan has assets that include securities issued by the FL or any of FL’s Subsidiaries.

(f)   Each FL Employee Plan is amendable and terminable unilaterally by FL and any of FL’s Subsidiaries party thereto or covered thereby at any time without liability to FL or any of its Subsidiaries as a result thereof, and no FL Employee Plan or related plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits FL or any of FL’s Subsidiaries party thereto or covered thereby from amending or terminating any such FL Employee Plan, or in any way limits such action.

(g)   There is no action, suit, proceeding, claim, arbitration, audit or, to the knowledge of FL, investigation pending or, to the knowledge of FL, threatened, with respect to any FL Employee Plan, other than claims for benefits in the ordinary course, that would reasonably be expected to result in material liability to FL, to any of its Subsidiaries, or to such FL Employee Plan.  No FL Employee Plan is or, to the knowledge of Entities, within the last three calendar years has been, the subject of, examination by a government agency or a participant in a government sponsored amnesty, voluntary compliance or similar program, nor has FL or any of its Subsidiaries received notice that it is the subject of, examination by a government agency or a participant in a government sponsored amnesty, voluntary compliance or similar program.

(h)   Section 3.13(h) of the FL Disclosure Schedule contains (i) a true, complete and current list of all independent contractors, and (ii) a description of the services each independent contractor performs, and a copy of the agreement between each independent contractor and FL and its Subsidiaries.  To the knowledge of FL, after due inquiry of the appropriate individuals, each individual who has received compensation for the performance of services on behalf of FL or any of FL’s Subsidiaries has been properly classified as an employee or independent contractor in accordance with applicable law.

(i)   Each FL Employee Plan maintained in and outside the United States is in compliance, and the books and records thereof are maintained in compliance, with all applicable laws, rules and regulations of the jurisdiction in which such FL Employee Plan is maintained.   Section 3.13(i) of the FL Disclosure Schedule lists each country in which FL or any of its affiliates has operations and the number of employees in each such country.

(j)   Section 3.13(j) of the FL Disclosure Schedule sets forth a true, complete and correct list of (i) all employment or consulting agreements with employees of FL or any of its Subsidiaries obligating FL or any of its Subsidiaries to make annual cash payments in an amount equal to or exceeding $100,000 on an annual basis or $25,000 in any one payment; (ii) all employees of FL or any of its Subsidiaries who have executed a non-competition agreement with FL or any of its Subsidiaries; (iii) all severance agreements, programs and policies of FL or any of its Subsidiaries with or relating to its employees, in each case with potential outstanding obligations equal to or exceeding $100,000 on an annual basis or $25,000 in any one payment, excluding programs and policies required to be maintained by law; and (iv) all plans, programs, agreements and other arrangements of FL or any of its Subsidiaries with or relating to its employees which contain change in control provisions including any such plans or agreements providing for an increase in vesting of benefits by reason of the transactions contemplated by this Agreement.  True, complete and correct copies of each of the foregoing agreements to which any employee of FL or any of FL’s Subsidiaries is a party have been furnished to Convera.

(k)   Section 3.13(k) of the FL Disclosure Schedule sets forth a true, complete and correct list of all agreements pursuant to which the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, (i) entitle any current or former employee or officer of FL or any Subsidiary of FL to severance pay, unemployment compensation or any other payment to which such employee or officer would not otherwise be or have been entitled, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer.

3.14   Labor Matters. (a) FL and each of its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practices; (b) there are no controversies pending or, to the knowledge of FL, threatened, between FL or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which controversies would reasonably be expected to have a Material Adverse Effect; (c) neither FL nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by FL or its Subsidiaries, nor does FL or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) there are no and neither FL nor any of its Subsidiaries has any knowledge of any labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or consultants or independent contractors to, FL or any of its Subsidiaries.  To the knowledge of FL, no employee of FL or any of its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by FL or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by FL or any of its Subsidiaries or to the use of trade secrets or proprietary information of others or, in the case of any key employee or group of key employees, has given notice as of the date of this Agreement to FL or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment.

3.15   Properties; Encumbrances.   Except as set forth in Section 3.15 of the FL Disclosure Schedule, each of FL and each of its Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease and all the properties and assets which are used for the business of FL or any of its Subsidiaries (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in FL Balance Sheet (except for personal property sold since the date of the FL Balance Sheet in the ordinary course of business consistent with past practice).  All properties and assets reflected in the FL Balance Sheet are free and clear of all Liens, except for Liens reflected on the FL Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto.   Section 3.15 of the FL Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased, subleased or licensed by FL and the location of such premises.  Each of FL and each of its Subsidiaries is and has been in compliance with the material provisions of each lease or sublease for the real property which is set forth in Section 3.15 of the FL Disclosure Schedule.

3.16   Taxes.

(a)   For purposes of this Agreement, “Tax” or “Taxes” shall mean taxes, fees, assessments, liabilities, levies, duties, tariffs, imposts and governmental impositions or charges of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority, or any agency or subdivision thereof, including without limitation (i) income, franchise, profits, gross receipts, ad valorem, net worth, value added, sales, use, service, real or personal property, special assessments, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, and (ii) interest, penalties, fines, additional taxes and additions to tax imposed with respect thereto; and “Tax Returns” shall mean returns, reports and information statements with respect to Taxes required to be filed with a taxing authority, domestic or foreign, including without limitation, consolidated, combined or unitary tax returns and any amendments to any of the foregoing.

(b)   FL and each of its Subsidiaries have filed with the appropriate taxing authorities all Tax Returns required to be filed by them.  All Taxes due and owing by FL and its Subsidiaries have been timely paid.  There are no Tax Liens on any assets of FL or any Subsidiary thereof other than liens relating to Taxes not yet due and payable.  Neither FL nor any of its Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax.  The accruals and reserves for Taxes (exclusive of any accruals for “deferred taxes” or similar items that reflect timing differences between tax and financial accounting principles) reflected in the FL Balance Sheet are adequate to cover all Taxes accruable through the date thereof (including interest and penalties, if any, thereon and Taxes being contested).  All liabilities for Taxes attributable to the period commencing on the date following the date of the FL Balance Sheet were incurred in the ordinary course of business and are consistent in type and amount with Taxes attributable to similar prior periods.

(c)   FL and each of its Subsidiaries have withheld with respect to its employees all Taxes required to be withheld by applicable law, and neither FL nor any of its Subsidiaries has been delinquent in the payment of any Tax.  Neither FL nor any of its Subsidiaries has received any written notice of any Tax deficiency outstanding, proposed or assessed against FL or any of its Subsidiaries.  Neither FL nor any of its Subsidiaries has received any written notice of any audit examination, deficiency, refund litigation, proposed adjustment or matter in controversy with respect to any Tax Return of FL or any of its Subsidiaries.  Neither FL nor any of its Subsidiaries is a party to or bound by any tax indemnity, tax sharing or tax allocation agreements.  Neither FL nor any of its Subsidiaries is liable for the Taxes of any person (other than those of FL and its Subsidiaries) by contract or otherwise.

(d)   FL has made available to Convera (i) complete and correct copies of all Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by FL or any of its Subsidiaries with respect to the prior five (5) taxable years, and (ii) written schedules of (A) the taxable years of FL and each Subsidiary for which the statute of limitations with respect to income Taxes have not expired, (B) with respect to income Taxes of FL and each Subsidiary, those years for which examinations have been completed, those years for which examinations are presently being conducted, those years for which examinations have not yet been initiated and those years for which required Tax Returns have not yet been filed, and (C) the foreign countries in which FL or any of its Subsidiaries is subject to income tax.

3.17   Intellectual Property.

(a)   Section 3.17(a) of the FL Disclosure Schedule sets forth a true, complete and correct list of all U.S. and foreign (i) patents and pending patent applications, including any utility models and similar patents, owned by FL or any of its Subsidiaries as of the date of this Agreement (ii) trademark registrations (including internet domain registrations) and pending trademark applications owned by FL or any of its Subsidiaries as of the date of this Agreement; and (iii) copyright registrations and pending copyright applications owned by FL or any of its Subsidiaries as of the date of this Agreement (collectively the “ Registered FL Intellectual Property ”).

(b)   Immediately before the Closing, Company or one or more of its Subsidiaries will own, or will have a valid right to use, all of the Intellectual Property that is used in the business of FL and its Subsidiaries as currently conducted (the “ FL Intellectual Property ”).  The FL Intellectual Property is all the intellectual property that is used and useful in the business of FL or any of its Subsidiaries, and all the FL Intellectual Property is owned solely by FL or one of its Subsidiaries and will be solely owned by Company or one of its Subsidiaries at the Closing.

(c)   The Registered FL Intellectual Property is valid and subsisting (except with respect to applications), and has not expired or been cancelled, or abandoned.

(d)   There is no pending or, to the knowledge of FL, threatened (and at no time within the three (3) years prior to the date of this Agreement has there been pending any) material suit, arbitration or other adversarial proceeding before any court, government agency or arbitral tribunal or in any jurisdiction alleging that the activities or the conduct of FL’s or any of its Subsidiaries’ business infringe or misappropriate any Intellectual Property owned by any third party (“ Third Party Intellectual Property ”), or challenging the ownership, validity, enforceability or registerability of any FL Intellectual Property.  Neither FL nor any of its Subsidiaries is, as a result of any suits, actions or similar legal proceedings, a party to any settlements, covenants not to sue, consents, decrees, stipulations, judgments, or orders which (i) materially restrict FL’s or any of its Subsidiaries’ rights to use any FL Intellectual Property, (ii) materially restrict FL or any of its Subsidiaries from conducting its business as currently conducted in order to avoid infringement of any Third Party Intellectual Property, or (iii) permit third parties to use any FL Intellectual Property.

(e)   The conduct of the business of FL and its Subsidiaries as currently conducted does not infringe in any material respect upon any Third Party Intellectual Property.  To the knowledge of FL, no third party is misappropriating, infringing, diluting or violating any FL Intellectual Property that is material to the conduct of the business of FL and its Subsidiaries as currently conducted, and no intellectual property misappropriation, infringement dilution or violation suits, arbitrations or other adversarial proceedings have been brought before any court, government agency or arbitral tribunal against any third party by FL or any of its Subsidiaries which remain unresolved.

(f)   FL and its Subsidiaries have taken reasonable measures to protect the proprietary nature of FL Intellectual Property that is material to the business of FL or any of its Subsidiaries as currently conducted.  To the knowledge of FL, there has been no disclosure to any third party by FL or any of its Subsidiaries of material confidential information or trade secrets of FL or any of its Subsidiaries related to any material proprietary product currently being marketed, sold, licensed or developed by FL or any of its Subsidiaries (each such product, a “ FL Proprietary Product ”) other than disclosures made pursuant to nondisclosure or confidentiality agreements entered into by FL or any of its Subsidiaries in the ordinary course of business.

(g)   All employees of FL and its Subsidiaries who have made material contributions to the development of any FL Proprietary Product (including without limitation all employees who have designed, written, tested or worked on any software code contained in any FL Proprietary Product) have signed confidentiality, non-competition (unless prohibited by applicable law) and assignment of proprietary rights agreements substantially in one of the forms attached to Section 3.17(g) of the FL Disclosure Schedule, or will make such assignment as of the Closing Date.  All consultants and independent contractors who have made material contributions to the development of any FL Proprietary Product (including without limitation all consultants and independent contractors who have designed, written, tested or worked on any software code contained in any FL Proprietary Product) have assigned to FL or one or more of its Subsidiaries (or a third party that previously conducted any business currently conducted by FL or one or more of its Subsidiaries and that has assigned its rights in such FL Proprietary Product to FL or one or more of its Subsidiaries) all of their right, title and interest (other than moral rights, if any) in and to the portions of such FL Proprietary Product developed by them in the course of their work for FL or one or more of its Subsidiaries (or applicable third party) or will make such assignment as of the Closing Date.  Assignments of the patents and patent applications listed in Section 3.17(a) of the FL Disclosure Schedule to FL or one or more of its Subsidiaries have been duly executed and filed with the United States Patent and Trademark Office or will be duly executed and filed with the United States Patent and Trademark Office as of the Closing Date.

(h)   Neither FL nor any of its Subsidiaries has granted or is obligated to grant access to any of its source code (including without limitation in any such case any conditional right to access or under which FL or any of its Subsidiaries has established any escrow arrangement for the storage and conditional release of any of its source code).

(i)   None of the FL Proprietary Products contains any software code that is, in whole or in part, subject to the provisions of any license to software that is made generally available to the public without requiring the payment of any fees or royalties (including but not limited to the GNU General Public License (“ GPL ”), GNU Lesser General Public License (“ LGPL ”), Mozilla Public License (“ MPL ”, BSD licenses, and any other similar “free software” or “open source” licenses), including but not limited to any such license under which FL or any of its Subsidiaries is obligated to make the source code for such FL Proprietary Product generally available to the public free of charge.

(j)   Except as set forth in Section 3.17(j) of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries has any obligation to pay any third party any royalties or other fees in excess of $25,000 in one payment or for any three-month period for the use of FL Intellectual Property or otherwise and no obligation to pay such royalties or other fees will result from the consummation of the transactions contemplated by this Agreement.

(k)   (i) Neither FL nor any of its Subsidiaries is in violation of any license, sublicense or other agreement or instrument related to the FL Intellectual Property to which FL or any of its Subsidiaries is a party or is otherwise bound; (ii) the consummation by FL of the transactions contemplated hereby will not result in any loss or impairment of ownership by FL or any of its Subsidiaries of, or the right of any of them to use (or result in any term extension or expansion of the rights granted to any third party in or to), any FL Intellectual Property that is material to the business FL or any of its Subsidiaries as currently conducted; (iii) the consummation by FL of the transactions contemplated hereby will not require the consent of any third party or any Governmental Entity, with respect to any such Intellectual Property.

(l)   For purposes of this Agreement, “ Intellectual Property ” shall mean trademarks, service marks, trade names, and internet domain names, together with all goodwill, registrations and applications related to the foregoing; patentable inventions, patents and industrial design registrations or applications (including any continuations, divisionals, continuations-in-part, renewals, reissues, re-examinations and applications for any of the foregoing); works of authorship protected by copyright; copyrights (including any registrations and applications for any of the foregoing); proprietary data and databases; mask works rights and trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies.

3.18   Insurance.   All fire and casualty, general liability, business interruption, product liability, sprinkler and water damage insurance policies and other forms of insurance maintained by FL or any of its Subsidiaries, provide adequate coverage for all normal risks incident to the business of FL and its Subsidiaries and their respective properties and assets and are in character and amount and with such deductibles and retained amounts as are generally carried by persons engaged in similar businesses and subject to the same or similar perils or hazards.  Each such policy is in full force and effect and all premiums due thereon have been paid in full.  None of such policies shall terminate or lapse (or be affected in any other materially adverse manner) by reason of the consummation of the transactions contemplated by this Agreement.

3.19   Restrictions on Business.   Except for this Agreement, there is no agreement, judgment, injunction, order or decree binding upon FL or any of its Subsidiaries which has or could reasonably be expected to have the effect of prohibiting or impairing any business practice of FL or any of its Subsidiaries, acquisition of property by FL or any of its Subsidiaries or the conduct of business by FL or any of its Subsidiaries as currently conducted or as proposed to be conducted by FL or any of its Subsidiaries.

3.20   SEC Reports.   The information supplied or to be supplied by FL or any of its Subsidiaries for inclusion in the SEC Reports (as defined in Section 4.9(a) ) and the information supplied or to be supplied by FL or any of its Subsidiaries for inclusion or incorporation by reference in the information statement or proxy materials which shall constitute the proxy statement (such information statement, proxy statement, and any amendments or supplements thereto, the “ Proxy Statement ”) to be sent to the stockholders of Convera in connection with a meeting of stockholders of Convera (“ Convera Stockholders’ Meeting ”) to consider the Merger shall not at the time the SEC Reports are filed with the SEC or the Proxy Statement is sent to the stockholders 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 the light of the circumstances under which they were made, not misleading.  If at any time prior to Convera Stockholders’ Meeting, any event relating to FL, any of FL’s Subsidiaries or any of its respective affiliates, officers or directors should be discovered FL which should be set forth in an amendment to the SEC Reports or a supplement to the Proxy Statement, FL shall promptly inform Convera and B2B.  Notwithstanding the foregoing, FL make no representation or warranty with respect to any information supplied by Convera which is contained in any of the foregoing documents.

3.21   Interested Party Transactions.   Except as set forth in Section 3.21 of the FL Disclosure Schedule, no event relating to FL or any of its Subsidiaries has occurred that would be required to be reported as a Certain Relationship or Related Transaction pursuant to Statement of Financial Accounting Standards No. 57.

3.22   Change of Control Payments.   Except as set forth in Section 3.22 of the FL Disclosure Schedule, neither FL nor any of its Subsidiaries has any plans, programs or agreements to which FL or any Subsidiary is party, or to which either is subject, pursuant to which payments (or acceleration of benefits or vesting of options or lapse of repurchase rights) may be required upon, or may become payable directly or indirectly as a result of, the transactions contemplated by this Agreement or any other change of control of FL or any of its Subsidiaries.

3.23   No Existing Discussions.   Neither FL nor any of its Subsidiaries or affiliates is engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or the non-cash assets of FL or any of its Subsidiaries and affiliates, taken as a whole, or 50% or more of any class of equity securities of any of the above entities, any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 50% or more of any class of equity securities of any of the above entities, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any of the above entities, other than the transactions contemplated by this Agreement.

3.24   Firstlight Restructuring Documents .  At the time of execution of the documents to affect the UK Restructuring and the Second Restructuring, the Joinder Agreement and each instrument required thereby to be executed and delivered by FL, the UK Surviving Company and FL Subs at the closing of the transaction contemplated thereby (the “ Firstlight Restructuring Documents ”), each of FL, the UK Surviving Company and FL Subs will have all necessary corporate power and authority to execute and deliver the Firstlight Restructuring Documents and to perform their respective obligations hereunder and to consummate the transactions contemplated thereby.  Upon its execution and delivery, the execution and delivery by FL, the UK Surviving Company and the Firstlight Restructuring Documents and the consummation by them of the transactions contemplated thereby will have been duly and validly authorized by all necessary corporate action on the part of FL, the UK Surviving Company and FL Subs.  Upon their execution and delivery, the Firstlight Restructuring Documents will have been duly and validly executed and delivered by FL, the UK Surviving Company and FL Subs and execution and delivery of the Firstlight Restructuring Documents will constitute the legal, valid and binding obligation of FL, the UK Surviving Company and FL Subs, enforceable against FL, the UK Surviving Company and FL Subs in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

4.1   Organization and Qualification; Subsidiaries.   Convera and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority necessary to own, lease and operate the properties it owns, leases or operates and the properties that are used in its business and to carry on its business as it is now being conducted or presently proposed to be conducted.  Convera and each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect.  A true, complete and correct list of all of Convera’s Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each Subsidiary’s outstanding capital stock owned by Convera or another Subsidiary or affiliate, is set forth in Section 4.1 of the Convera Disclosure Schedule.  Except as set forth in the SEC Reports, neither B2B nor any of its Subsidiaries directly or indirectly owns 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, limited liability company, joint venture or other business association or entity, excluding securities in any publicly traded company held for investment by B2B or any of its Subsidiaries and comprising less than one percent (1%) of the outstanding stock of such company.

4.2   Certificate of Incorporation and By-Laws.   Convera has heretofore made available to FL a true, complete and correct copy of Convera’s Certificate of Incorporation, as amended to date (the “ Convera Charter ”), and By-Laws, as amended to date (the “ Convera By-Laws ”), and has made available to FL true, complete and correct copies of the charter and By-Laws (or equivalent organizational documents), each as amended to date, of each of Convera’s Subsidiaries (the “ Convera Subsidiary Documents ”).  The Convera Charter, Convera By-Laws and the Subsidiary Documents are in full force and effect.  Convera is not in violation of any of the provisions of Convera Charter or Convera By-Laws and Convera’s Subsidiaries are not in violation of their respective Convera Subsidiary Documents.

4.3   Capitalization.

(a)   The authorized capital stock of Convera consists of 100,000,000 shares of Class A common stock, par value $0.01 per share, 40,000,000 shares of Class B non-voting common stock, par value $0.01 per share, and 5,000,000 shares of cumulative convertible preferred stock, par value $0.01 per share.  As of the date hereof, 53,157,738 shares of Class A common stock are issued and outstanding, and no shares of Class B non-voting common stock or cumulative convertible preferred stock are issued or outstanding.  Other than as disclosed in the SEC Reports, Convera does not have any stock purchase right or stock option plan and 3,594,151  shares of Class A common stock are reserved for issuance upon exercise of such rights or options; 656,555 shares of Class A common stock are issued and held in the treasury of Convera.  Between December 31, 2008 and the date of this Agreement, neither Convera nor any of its Subsidiaries have issued any securities (including derivative securities).

(b)   The authorized capital stock of B2B consists of 1,000 shares of B2B Common Stock.  As of the Closing Date, 1,000 shares of B2B Common Stock will be issued and outstanding unless otherwise mutually agreed by the parties in writing.  B2B does not have any stock purchase right or stock option plan and no share of B2B Common Stock are reserved for issuance upon exercise of such rights or options; no shares of B2B Common Stock are issued and held in the treasury of B2B.  Between December 31, 2008 and the date of this Agreement, B2B has not issued any securities (including derivative securities).

(c)   Except as described in Sections 4.3(a) and 4.3(b) of this Agreement, no capital stock of Convera or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement.  At the Closing Date, there will be no options, preemptive rights, warrants, calls, rights, commitments or agreements of any kind to which Convera or any of its Subsidiaries is a party, or by which Convera or any of its Subsidiaries is bound, obligating Convera or any of it Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Convera or any of its Subsidiaries or obligating Convera or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment or agreement.  There are no stockholder agreements, voting trusts, proxies or other similar agreements or understandings to which Convera or any of its Subsidiaries is a party or by which it or they are bound with respect to the shares of capital stock of Convera or any of its Subsidiaries.  Except as set forth in Section 4.3(c) of the Convera Disclosure Schedule, there are no rights or obligations, contingent or otherwise (including without limitation rights of first refusal in favor of Convera or any of its Subsidiaries), of Convera or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of Convera or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity.  There are no registration rights or other agreements or understandings to which Convera or any of its Subsidiaries is a party or by which it or they are bound with respect to any capital stock of Convera or any of its Subsidiaries.

(d)   All outstanding shares of capital stock of Convera and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the DGCL, Convera Ch