AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

DATED AS OF JUNE 4, 2009

BY AND AMONG

GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC.,

VISION MERGER SUB, INC.

AND

AXSYS TECHNOLOGIES, INC.

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of June 4, 2009, is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“ Parent ”), Vision Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and Axsys Technologies, Inc., a Delaware corporation (the “ Company ”).

RECITALS

     WHEREAS, the Board of Directors of each of the Company, Parent and Merger Sub has approved this Agreement and deemed it advisable and in the best interests of their respective companies and stockholders to consummate the merger of Merger Sub with and into the Company (the “ Merger ”) upon the terms and subject to the conditions set forth herein, and have unanimously adopted resolutions adopting, approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated hereby;

     WHEREAS, as a condition and inducement to Parent and Merger Sub entering into this Agreement, certain stockholders of the Company are entering into a Voting Agreement with Parent and Merger Sub simultaneously with the execution and delivery of this Agreement in substantially the form attached hereto as Exhibit A (the “ Voting Agreement ”), whereby, among other things, such stockholders have agreed, upon the terms and subject to the conditions set forth therein, to vote their shares of Company Common Stock in favor of adoption of this Agreement; and

     WHEREAS, pursuant to the Merger, shares of the common stock, par value $.01 per share, of the Company (“ Company Common Stock ”) (all such shares of Company Common Stock being hereinafter referred to as the “ Shares ”), will be, except as otherwise provided herein, converted into the right to receive the Merger Consideration (as defined herein) in the manner set forth herein, and the Company will become an indirect, wholly-owned subsidiary of Guarantor.

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, on the terms and subject to the conditions set forth in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

Definitions; Interpretation

     1.01 Definitions . This Agreement uses the following definitions:

     “ Acquisition Proposal ” means, other than the Transactions, any inquiry, proposal, indication of interest or offer (whether written or oral) with respect to any direct or indirect: (a) purchase or sale of an equity interest (including by means of a tender or exchange offer) representing more than fifteen percent (15%) of the voting power in the Company or any of its

Significant Subsidiaries; (b) merger, consolidation, other business combination, reorganization, recapitalization, share exchange, dissolution, liquidation or similar transaction involving the Company or any of its Significant Subsidiaries; or (c) purchase or sale of assets, businesses, securities or ownership interests (including the securities of any Significant Subsidiary of the Company) representing more than fifteen percent (15%) of the consolidated assets of the Company and its Subsidiaries.

     “ Agreement ” has the meaning assigned in the Preamble.

     “ Anti-Bribery Laws ” has the meaning assigned in Section 3.01(j)(5) .

     “ Antitrust Authorities ” means the Antitrust Division, the FTC and any other Governmental Authority of any other jurisdiction (whether United States, foreign or multinational) responsible for implementing the Antitrust Laws.

     “ Antitrust Division ” has the meaning assigned in Section 4.04(b) .

     “ Antitrust Filings ” has the meaning assigned in Section 4.04(b) .

     “ Antitrust Laws ” means the HSR Act and any other applicable competition, merger control, antitrust or similar Laws.

     “ Benefit Arrangement ” means, with respect to the Company, each of the following (a) under which any of its employees, former employees or any of its directors has any right to benefits, (b) that is sponsored, maintained or contributed to by it or its ERISA Affiliates or (c) under which it or its ERISA Affiliates has any liability: each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each stock purchase, stock option, equity-based grants, severance, employment, post-employment, change-in-control, fringe benefit, bonus, incentive, retirement, deferred compensation, welfare, paid time off benefits and other employee benefit plan, agreement, program, policy or other arrangement (with respect to any of the preceding, whether or not subject to ERISA).

     “ Business Combination Law ” means Section 203 of the DGCL.

     “ Business Day ” means any day other than a day on which banks in the State of Delaware are required or authorized to be closed.

     “ Certificate ” means a certificate issued by the Company to a Company Stockholder representing Shares held by such Company Stockholder.

     “ Certificate of Merger ” has the meaning assigned in Section 2.03 .

     “ Closing ” has the meaning assigned in Section 2.02 .

     “ Closing Date ” has the meaning assigned in Section 2.02 .

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Company ” has the meaning assigned in the Preamble.

     “ Company Board ” means the Board of Directors of the Company.

     “ Company Board Change of Recommendation ” has the meaning assigned in Section 4.09(f) .

     “ Company Board Recommendation ” has the meaning assigned in Section 3.01(c)(2) .

     “ Company Common Stock ” has the meaning assigned in the Recitals.

     “ Company IP Assets ” has the meaning assigned in Section 3.01(p)(1) .

     “ Company Preferred Stock ” means the preferred stock, par value $.01 per share, of the Company.

     “ Company Regulatory Filings ” has the meaning assigned in Section 3.01(g)(1) .

     “ Company Restricted Share ” has the meaning assigned in Section 2.09(a)(2) .

     “ Company Restricted Share Consideration ” has the meaning assigned in Section 2.09(a)(2) .

     “ Company Stock Option ” has the meaning assigned in Section 2.09(a)(1) .

     “ Company Stock Option Consideration ” has the meaning assigned in Section 2.09(a)(1) .

     “ Company Stock Plan ” means the Company’s Amended and Restated Long-Term Stock Incentive Plan.

     “ Company Stock-Based Award ” means each right of any kind, whether vested or unvested, contingent or accrued, to acquire or receive Company Common Stock (other than Company Stock Options or Company Restricted Shares) or to receive benefits measured by the value of a number of Shares, that may be held, awarded, outstanding, credited, payable or reserved for issuance under the Company Stock Plan.

     “ Company Stock-Based Award Consideration ” has the meaning assigned in Section 2.09(a)(3) .

     “ Company Stockholder Approval ” has the meaning assigned in Section 3.01(b) .

     “ Company Stockholders ” has the meaning assigned in Section 3.01(c)(2) .

     “ Confidentiality Agreement ” means the letter agreement, dated April 13, 2009, by and between Guarantor and the Financial Advisor (as agent-in-fact for the Company).

     “ Constituent Documents ” means the charter or articles or certificate of incorporation and bylaws of a corporation, the certificate of partnership and partnership agreement of a general or limited partnership, the certificate of formation and limited liability company agreement of a

limited liability company, the trust agreement of a trust and the comparable documents of other legal entities.

     “ Covered Employees ” has the meaning assigned in Section 5.02(a) .

     “ DGCL ” means the General Corporation Law of the State of Delaware.

     “ Disbursing Agent ” has the meaning assigned in Section 2.08(a) .

     “ Disclosure Schedule ” has the meaning assigned in Section 8.06 .

     “ Dissenting Shares ” has the meaning assigned in Section 2.10(a) .

     “ Dissenting Stockholders ” has the meaning assigned in Section 2.10(a) .

     “ Effective Time ” has the meaning assigned in Section 2.03 .

     “ Environmental Laws ” means all applicable Laws regulating, relating to, or imposing liability or standards of conduct concerning pollution, protection of the environment or worker safety.

     “ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” has the meaning assigned in Section 3.01(m)(3) .

     “ Exception Shares ” means, collectively, shares of Company Common Stock owned or held by the Company, Guarantor, Parent, Merger Sub and any of their respective Subsidiaries, including any such shares held as treasury stock of the Company; provided, however, that Shares of Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company, Parent, Merger Sub or any of their respective Subsidiaries, will not be deemed to be Exception Shares, regardless of whether the Company, Guarantor, Parent, Merger Sub or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares.

     “ Exchange Act ” means the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

     “ Expense Reimbursement ” has the meaning assigned in Section 7.03(a) .

     “ Financial Advisor ” has the meaning assigned in Section 3.01(t) .

     “ Financial Statements ” has the meaning assigned in Section 3.01(g)(1) .

     “ FTC ” has the meaning assigned in Section 4.04(b) .

     “ GAAP ” means generally accepted accounting principles in the United States.

     “ Government Contract ” has the meaning assigned in Section 3.01(k)(3) .

     “ Governmental Authority ” means any court, administrative agency, bureau, board, department, official, political subdivision, tribunal or commission or other governmental authority or instrumentality, whether domestic or foreign.

     “ Grant Date ” has the meaning assigned in Section 3.01(e)(4) .

     “ Guarantor ” means General Dynamics Corporation, a Delaware corporation.

     “ Hazardous Materials ” means any hazardous or toxic substances, materials, wastes, pollutants or contaminants, including those defined or regulated as such under any Environmental Law, and any other substance the presence of which may give rise to liability under any Environmental Law.

     “ HSR Act ” means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

     “ HSR Filing ” has the meaning assigned in Section 4.04(b) .

     “ Import and Export Control Laws ” has the meaning assigned in Section 3.01(j)(4) .

     “ Indemnified Party ” has the meaning assigned in Section 5.01(b) .

     “ Insurance Policy ” has the meaning assigned in Section 3.01(r) .

     “ Intellectual Property ” means all of the following in any jurisdiction throughout the world: (a) patents, patent applications, patent disclosures and inventions; (b) trademarks, service marks, trade dress, trade names, corporate names and Internet domain names; (c) copyrights; (d) registrations for and applications to register any of the foregoing; (e) computer software (other than commercial off-the-shelf software); (f) trade secrets, confidential information and know-how; and (g) any other intellectual property rights.

     “ Intervening Event ” has the meaning assigned in Section 4.09(f) .

     “ IP Assets ” has the meaning assigned in Section 3.01(p)(1) .

     “ IP Licenses ” has the meaning assigned in Section 3.01(p)(4) .

     “ Knowledge ” means or has reference to, respectively, the actual knowledge of the executive officers of the Company or Parent, as the case may be, after reasonable inquiry and investigation with respect to the matter(s) referenced.

     “ Laws ” means all federal, state, local and foreign laws, statutes, rules, regulations, ordinances, codes, licenses, permits, Orders or requirements issued, enacted, adopted, promulgated or otherwise implemented or put into effect by any Governmental Authority (including common law or the interpretation thereof).

     “ Leased Property ” has the meaning assigned in Section 3.01(q)(2) .

     “ Leases ” has the meaning assigned in Section 3.01(q)(2) .

     “ Lien ” means any mortgage, pledge, security interest, lien or similar encumbrance.

     “ Matching Agreement ” has the meaning assigned in Section 4.09(g) .

     “ Material Adverse Effect ” means:

     (a) with respect to the Company, any change, effect, event, occurrence, state of facts, development or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on, (i) the condition (financial or otherwise), assets, liabilities, results of operations or business of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement or to consummate the Transactions by the Termination Date, excluding in each case solely for purposes of clause (i) the impact of (1) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to U.S. publicly owned business organizations generally or changes after the date of this Agreement in Laws, (2) changes or developments in general economic or political conditions, including acts of war (whether or not declared), sabotage, insurrection, terrorism and armed hostilities, (3) changes in any financial, banking, credit or securities markets (including any disruption thereof), (4) changes in the stock price or trading volume of the Shares (it being understood that the facts or circumstances giving rise to or contributing to such change in stock price or trading volume, if not otherwise excluded under this clause (a), may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect with respect to the Company), (5) general changes in industries in which the Company operates, (6) natural disasters, (7) any failure of the Company to meet revenue, backlog or earnings projections or forecasts (whether internal or published by the Company or third parties) or any decline in the Company’s credit rating (it being understood that the facts or circumstances giving rise to or contributing to such failure to meet revenue, backlog or earnings projections or forecasts or decline in the Company’s credit rating, if not otherwise excluded under this clause (a), may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect with respect to the Company), (8) changes resulting from the announcement of this Agreement or the consummation of the Transactions or (9) any effect arising out of any action taken or omitted to be taken by the Company with the prior written consent of Parent or Merger Sub, except to the extent in the case of clauses (1), (2), (3), (5) or (6) that such change, effect, event, occurrence, state of facts, development or circumstance materially and disproportionately has had, or would reasonably be expected to have, a greater adverse impact on the Company and its Subsidiaries, taken as a whole, as compared to the adverse impact on the competitors of the Company and its Subsidiaries, but taking into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect with respect to the Company only such materially disproportionate greater adverse impact; and

     (b) with respect to Parent or Merger Sub, any change, effect, occurrence, state of facts, development or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a material and adverse effect on the ability of Parent or Merger Sub to perform their respective obligations under this Agreement or to consummate the Transactions by the Termination Date.

     “ Material Contract ” has the meaning assigned in Section 3.01(k)(1) .

     “ Material Customers ” has the meaning assigned in Section 3.01(v) .

     “ Material Suppliers ” has the meaning assigned in Section 3.01(v) .

     “ Merger ” has the meaning assigned in the Recitals.

     “ Merger Consideration ” has the meaning assigned in Section 2.07(a) .

     “ Merger Sub ” has the meaning assigned in the Preamble.

     “ Merger Sub Common Stock ” means the common stock, par value $.01 per share, of Merger Sub.

     “ Modified Superior Proposal ” has the meaning assigned in Section 4.09(g) .

     “ Nasdaq ” means The Nasdaq Stock Market, Inc.

     “ Notice of Superior Proposal ” has the meaning assigned in Section 4.09(g) .

     “ Order ” means, with respect to any Person, any order, writ, judgment, injunction, decree, ruling, stipulation or award by, or subject to, any Governmental Authority or arbitrator that is binding upon or applicable to such Person or its property.

     “ Ordinary Course of Business ” means an action taken or not taken with respect to the business of the Company and its Subsidiaries that is consistent with the reasonably recent past practices of the Company and its Subsidiaries (including with respect to quantity, nature, magnitude and frequency) and is taken in the ordinary course of the normal and recurring operations of the Company and its Subsidiaries.

     “ Parent ” has the meaning assigned in the Preamble.

     “ Parent Approval ” has the meaning assigned in Section 3.02(b) .

     “ Party ” means Parent, Merger Sub or the Company, as the context requires.

     “ Permitted Lien ” means any Lien (a) disclosed in the consolidated financial statements of the Company and its Subsidiaries or the notes thereto set forth in the most recent Company Regulatory Filing publicly available at least one Business Day prior to the date of this Agreement or securing liabilities reflected on such financial statements, (b) incurred in the Ordinary Course of Business since the date of such financial statements and which is not material in amount or nature, (c) for Taxes not yet due and payable or that are being contested in good faith and reserved for on such financial statements in accordance with GAAP, or (d) that is a carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s, landlord’s or other similar lien arising in the Ordinary Course of Business and which is not material in amount or nature.

     “ Person ” means any individual, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization and is intended to be interpreted broadly.

     “ Previously Disclosed ” means (a) information set forth by the Company in the applicable paragraph of the Disclosure Schedule, or any other paragraph of the Disclosure Schedule (so long as it is reasonably clear from the context that the disclosure in such other paragraph of the Disclosure Schedule is also applicable to the Section of this Agreement in question) or (b) except with respect to Sections 3.01(a) through 3.01(f) and Section 3.01(s) , information set forth in those Company Regulatory Filings (including any schedules and exhibits thereto) filed with the SEC and publicly available during the period beginning on December 31, 2007 and ending on the Business Day prior to the date of this Agreement, so long as it is reasonably clear from the context that the disclosure in those Company Regulatory Filings is applicable to the Section of this Agreement in question (but not including any disclosures set forth in any section of any such Company Regulatory Filing entitled “Risk Factors”, “Cautionary Factors That May Affect Future Results”, “Forward-Looking Statements” or “Qualitative and Quantitative Disclosures About Market Risk” or any other disclosures included in any such Company Regulatory Filing that are general cautionary, predictive or forward-looking in nature), without giving effect to any amendment to any such Company Regulatory Filing filed on or after the date of this Agreement.

     “ Proxy Statement ” means the proxy statement, including the form of proxy, the letter to stockholders and the notice of meeting, as the case may be, to be provided to the Company Stockholders for the purpose of obtaining the Company Stockholder Approval in connection with the Merger (including any amendments or supplements thereto) and any schedules required to be filed with the SEC in connection therewith.

     “ Representatives ” means, with respect to any Person, such Person’s directors, officers, employees, legal or financial advisors, accountants, representatives and agents.

     “ Rights ” means subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, or other similar rights, agreements or commitments relating to the issuance of capital stock obligating the Company or any of its Subsidiaries to (a) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (b) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement, arrangement or commitment to repurchase, (c) redeem or otherwise acquire any such shares of capital stock or other equity interests or (d) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries.

     “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

     “ SEC ” means the U.S. Securities and Exchange Commission.

     “ Securities Act ” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder.

     “ Shares ” has the meaning assigned in the Recitals.

     “ Stockholders’ Meeting ” has the meaning assigned in Section 4.05(a) .

     “ Subsidiary ” and “ Significant Subsidiary ” have the respective meanings ascribed to those terms in Rule 1-02 of Regulation S-X promulgated by the SEC.

     “ Superior Proposal ” means a bona fide written Acquisition Proposal (with all references to “fifteen percent (15%)” in the definition thereof deemed to be “a majority” for the purposes of this definition) made by any Person that (a) is not received in violation of Section 4.09 , (b) is fully financed, (c) is on terms that the Company Board determines in good faith, after consultation with the Company’s financial and legal advisors, and in light of all relevant circumstances as the Company Board in good faith considers to be appropriate (including the conditionality, regulatory aspects, time likely to be required to consummate such Acquisition Proposal and the likelihood of success of such Acquisition Proposal), are more favorable to the Company and its stockholders from a financial point of view than the Transactions, and (d) is reasonably likely to be consummated according to its terms.

     “ Surviving Corporation ” has the meaning assigned in Section 2.01 .

     “ Takeover Laws ” has the meaning assigned in Section 3.01(s) .

     “ Takeover Provisions ” has the meaning assigned in Section 3.01(s) .

     “ Tax ” and “ Taxes ” means all federal, state, local or foreign taxes, levies or other assessments, however denominated, including all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, excise, estimated, severance, stamp, occupation, property, unemployment or other taxes, custom duties, fees, assessments or similar charges, together with any interest, penalties and additions to tax imposed by any Governmental Authority, including any transferee, successor or secondary liability for any such tax and any liability assumed by contract or arising as a result of being or ceasing to be a member of any affiliated group, or similar group under state, provincial, local or foreign Law, or being included or required to be included in any income Tax Return relating thereto.

     “ Tax Returns ” means a report, return or other information required to be filed with a taxing authority with respect to Taxes (including any amendments and schedules thereto).

     “ Termination Date ” has the meaning assigned in Section 7.01(f) .

     “ Termination Fee ” has the meaning assigned in Section 7.03(a) .

     “ Transactions ” has the meaning assigned in Section 3.01(c)(2) .

     “ Voting Agreement ” has the meaning assigned in the Recitals.

     1.02 Interpretation .

     (a) In this Agreement, except as the context may otherwise require, references:

     (1) to the Preamble, Recitals, Sections, Exhibits or Schedules are to the Preamble to, a Recital or Section of, or Exhibit or Schedule to, this Agreement, as applicable;

     (2) to this Agreement are to this Agreement and the Exhibits and Schedules to it taken as a whole;

     (3) to any agreement (including this Agreement), contract or Law are to the agreement, contract or Law as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof);

     (4) to any section of any Law include any successor to that section;

     (5) to any Governmental Authority include any successor to that Governmental Authority;

     (6) to the date of this Agreement are to the date set forth in the Preamble; and

     (7) to “$” are to United States Dollars.

     (b) The table of contents and Article and Section headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement.

     (c) The words “include,” “includes” or “including” and any other variations thereof as used in this Agreement are to be deemed followed by the words “without limitation.”

     (d) The words “herein,” “hereof,” “hereunder” and similar terms as used in this Agreement are to be deemed to refer to this Agreement as a whole and not to any specific Section.

     (e) This Agreement is the product of negotiation by the Parties, which have had the assistance of counsel and other advisors. The Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other Party.

     (f) No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or omit to take any action, to the extent such action or omission would violate applicable Law.

     (g) Whenever the context requires, terms defined in this Agreement in the singular will be deemed to include the plural and vice versa.

     (h) The word “extent” in the phrase “to the extent” as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean “if.”

     (i) With respect to this Agreement and the Voting Agreement, when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period will be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday). If the last day of such period is not a Business Day, the period in question will end on the next succeeding Business Day.

ARTICLE II

The Merger

     2.01 The Merger . At the Effective Time, the Company and Merger Sub shall consummate the Merger, pursuant to which (a) the separate corporate existence of Merger Sub will terminate, (b) the Company will be the surviving corporation (the “ Surviving Corporation ”) and will continue its corporate existence under the Laws of the State of Delaware and will become an indirect, wholly-owned Subsidiary of Guarantor and (c) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger.

     2.02 Closing . The closing of the Merger (the “ Closing ”) will take place at the offices of Jones Day, 901 Lakeside Avenue, Cleveland, Ohio, at 10:00 a.m. prevailing Eastern time, on the second Business Day (unless the Parties agree to another time or date) after satisfaction or waiver of the conditions set forth in Article VI , other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions (the “ Closing Date ”).

     2.03 Effective Time . On the Closing Date, the Parties shall cause the Merger to be consummated by executing and delivering a certificate of merger (the “ Certificate of Merger ”) to the Secretary of State of the State of Delaware for filing in accordance with Section 103 of the DGCL. The Parties will make any and all other filings or recordings required under the DGCL, and the Merger will become effective when the Certificate of Merger is filed in the office of the Secretary of State of the State of Delaware, or at such later date or time as Parent and the Company mutually agree and specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being referred to herein as the “ Effective Time ”).

     2.04 Effects of the Merger . At the Effective Time, the Merger will have the effects set forth in this Agreement and prescribed by the DGCL and any other applicable Law. Without limiting the generality of the foregoing, as of the Effective Time, the Surviving Corporation will succeed to all of the properties, rights, privileges, powers, franchises and assets of the Company

and Merger Sub, and all debts, liabilities and duties of the Company and Merger Sub will become debts, liabilities and duties of the Surviving Corporation.

     2.05 Certificate of Incorporation and Bylaws .

     (a) At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended in the Merger to read in its entirety as set forth on Exhibit B , and as so amended, will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to the requirements of Section 5.01 ).

     (b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Corporation until thereafter amended as provided therein, by the certificate of incorporation of the Surviving Corporation or by applicable Law (subject to the requirements of Section 5.01 ).

     2.06 Directors and Officers . The directors and officers of Merger Sub immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation as of the Effective Time.

     2.07 Conversion or Cancellation of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any of the following securities:

     (a) Each Share issued and outstanding immediately prior to the Effective Time, other than Exception Shares (which will be canceled and cease to exist with no payment or distribution being made with respect thereto), Company Restricted Shares (which will be treated in accordance with Section 2.09(a)(2) ) and Dissenting Shares (which will be treated in accordance with Section 2.10 ), will be converted into and constitute the right to receive cash in an amount equal to $54.00, without interest (the “ Merger Consideration ”), payable to the holder thereof in the manner provided in Section 2.08 . At the Effective Time, all Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.07(a) will no longer be outstanding and will be canceled and will cease to exist, and each holder of a Certificate that immediately prior to the Effective Time represented such Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange therefor in accordance with Section 2.08 .

     (b) Each issued and outstanding share of Merger Sub Common Stock will be converted into one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation, and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

     2.08 Exchange of Certificates; Payment of the Merger Consideration .

     (a) Appointment of Disbursing Agent . Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with a disbursing agent agreed upon by Parent

and the Company (the “ Disbursing Agent ”) cash in an amount sufficient to allow the Disbursing Agent to pay the aggregate Merger Consideration payable pursuant to Section 2.07(a) in exchange for outstanding Shares. Any income from investment of such funds, which investment will be in accordance with the instructions of Parent, will be payable solely to Parent (or its designee). Parent shall be obligated to, from time to time, deposit any additional funds necessary to make all payments that may be required pursuant to Section 2.07(a) . Any such cash remaining in the possession of the Disbursing Agent six (6) months after the Effective Time (together with any earnings in respect thereof) will be delivered by the Disbursing Agent to Parent (or its designee), and any holder of Certificates immediately prior to the Effective Time who has not theretofore exchanged such Certificates pursuant to this Article II will thereafter be entitled to look exclusively to Parent and/or the Surviving Corporation, and only as a general creditor thereof, for the consideration to which such holder may be entitled upon exchange of such Certificates pursuant to Section 2.07(a) . Notwithstanding the foregoing, neither the Disbursing Agent nor any Party will be liable to any holder of Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. After any remaining cash has been delivered by the Disbursing Agent to Parent pursuant to this Section 2.08(a) , in the event any Certificate has not been surrendered for the consideration to which such holder may be entitled prior to the date that such Certificate, or the consideration payable upon the surrender thereof, would otherwise escheat to or become the property of any Governmental Authority, then the consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Law, become the property of Parent, free and clear of all Liens, rights, interests and adverse claims of any Person. The consideration paid in accordance with the terms of this Article II in respect of Certificates that have been surrendered in accordance with the terms of this Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented thereby. Notwithstanding anything herein to the contrary, the exchange procedures described in this Section 2.08 will not apply to Company Restricted Shares and the Company Restricted Share Consideration, and the Disbursing Agent will not act as disbursing agent for the Company Restricted Shares.

     (b) Exchange Procedures . As contemplated by Section 2.08(a) above, promptly after the Effective Time, but in no event more than two (2) Business Days thereafter, Parent shall cause the Disbursing Agent to mail or deliver to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock, a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to Certificates will pass, only upon proper delivery of such Certificates to the Disbursing Agent and will be in such form and have such other customary provisions as Parent reasonably specifies) containing instructions for use in effecting the surrender of Certificates in exchange for the consideration to which such Person is entitled pursuant to Section 2.07(a) . Upon surrender to the Disbursing Agent of a Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and all other documents required by the Disbursing Agent, the holder of such Certificate will promptly be provided in exchange therefor cash in the amount to which such holder is entitled pursuant to Section 2.07(a) , and the Certificate so surrendered will forthwith be

canceled. No interest will accrue or be paid with respect to any consideration to be delivered upon surrender of Certificates.

     (c) Transfer to Holder other than Existing Holder . If any cash payment is to be made pursuant to Section 2.07(a) in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of such payment that (1) the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such payment in a name other than that of the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting Person, or shall establish to the reasonable satisfaction of the Disbursing Agent that any such Tax has been paid or is inapplicable, and (2) the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer.

     (d) Transfers . At the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers of Company Common Stock or Certificates that were outstanding immediately prior to the Effective Time on the stock transfer books of the Company. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Article II , subject to applicable Laws in the case of Dissenting Shares.

     (e) Lost, Stolen or Destroyed Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Disbursing Agent, the posting by such Person of a bond in such reasonable amount as Parent or the Disbursing Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent or the Disbursing Agent shall, in exchange for such lost, stolen or destroyed Certificate, pay or cause to be paid the consideration deliverable in respect of Company Common Stock formerly represented by such Certificate pursuant to Section 2.07(a) .

     (f) Return of Merger Consideration for Dissenting Shares . Any portion of the Merger Consideration deposited by Parent with the Disbursing Agent pursuant to Section 2.08(a) in respect of any Dissenting Shares will be returned to Parent (or its designee) upon demand.

     (g) Cessation of Rights. From and after the Effective Time, the holders of Certificates will cease to have any rights as stockholders of the Surviving Corporation, except as otherwise expressly provided in this Agreement or by applicable Law, and Parent will be entitled to treat each Certificate that has not yet been surrendered for exchange solely as evidence of the right to receive the consideration into which the Company Common Stock formerly evidenced by such Certificate has been converted pursuant to the Merger.

     2.09 Stock Incentives .

     (a) Company Stock Options; Company Restricted Shares; Company Stock-Based Awards .

     (1) Each option to purchase Company Common Stock granted under the Company Stock Plan (each, a “ Company Stock Option ”) outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested), by virtue of the Merger and without any action on the part of any holder of any Company Stock Option, will become fully vested and exercisable immediately prior to, and then will be canceled automatically at, the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, if any (and without interest), equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per share of the Company Common Stock subject to such Company Stock Option and (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to its cancellation, regardless of the vested status of such Company Stock Option (the “ Company Stock Option Consideration ”). Parent will, or will cause the Surviving Corporation to, pay to holders of Company Stock Options the Company Stock Option Consideration, if any, as soon as practicable after the Effective Time and in any case within five (5) Business Days thereafter. For the avoidance of doubt, no Company Stock Option Consideration will be payable in respect of Company Stock Options with an exercise price per share in excess of the Merger Consideration as of immediately prior to the Effective Time, and all such Company Stock Options will be canceled automatically at the Effective Time without any payment therefor.

     (2) Each restricted share of Company Common Stock granted under the Company Stock Plan (each a “ Company Restricted Share ”) outstanding and subject to restrictions immediately prior to the Effective Time (whether vested or unvested), by virtue of the Merger and without any action on the part of the holder of any Company Restricted Share, will become fully vested and no longer subject to any restrictions immediately prior to, and then will be canceled automatically at the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, without interest, equal to the Merger Consideration (the “ Company Restricted Share Consideration ”). Parent will, or will cause the Surviving Corporation to, pay to holders of Company Restricted Shares the Company Restricted Share Consideration as soon as practicable after the Effective Time and in any case within five (5) Business Days thereafter.

     (3) Each Company Stock-Based Award outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, become fully vested and no longer subject to any restrictions immediately prior to, and then will be cancelled automatically at the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, without interest, equal to the product of (1) the Merger Consideration (or, if the Company Stock-Based Award provides for

payments to the extent the value of the Shares exceeds a specified reference price, the amount, if any, by which the Merger Consideration exceeds such reference price) and (2) the number of Shares subject to such Company Stock-Based Award (the “ Company Stock-Based Award Consideration ”). Parent will, or will cause the Surviving Corporation to, pay to holders of Company Stock-Based Awards the Company Stock-Based Award Consideration as soon as practicable after the Effective Time and in any case within five (5) Business Days thereafter.

     (b) As of the Effective Time, the Company Stock Plan will terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company will be canceled. At and after the Effective Time, no Person will have any right under the Company Stock Options, the Company Restricted Shares, the Company Stock-Based Awards, the Company Stock Plan or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any Subsidiary thereof, except the right to receive the amounts payable under this Section 2.09 , if any.

     (c) As soon as practicable following the date of this Agreement, the Company Board or any committee administering the Company Stock Plan will adopt such resolutions or take such other actions as may be required or appropriate to effect the provisions of this Section 2.09 . The Company will provide notice (in a form reasonably satisfactory to Parent) to each holder of an outstanding Company Stock Option, a Company Restricted Share or a Company Stock-Based Award describing the treatment of such Company Stock Option, Company Restricted Share or Company Stock-Based Award, as applicable, in accordance with this Section 2.09 .

     (d) Except to the extent permitted by Section 4.01(b) , unless this Agreement is terminated in accordance with its terms, no additional Company Stock Options, Company Restricted Shares, Company Stock-Based Awards or any other equity-based awards or other Rights will be granted pursuant to the Company Stock Plan or otherwise by the Company or its Subsidiaries after the date of this Agreement.

     2.10 Appraisal Rights .

     (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time (other than the Exception Shares) and that are held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL (the “ Dissenting Stockholders ”) shall not be converted into, or represent the right to receive, the Merger Consideration (collectively, the “ Dissenting Shares ”). Dissenting Stockholders shall be entitled to receive payment of the fair value of the Dissenting Shares as determined in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right

to receive the Merger Consideration in accordance with Section 2.07 , without any interest thereon, upon surrender, in the manner provided in Section 2.08 , of the Certificate or Certificates that formerly evidenced such Shares.

     (b) The Company shall give Parent notice as promptly as reasonably practicable upon receipt by the Company of any demand for appraisal pursuant to Section 262 of the DGCL and of withdrawals of any such demand, and any other communications delivered to the Company pursuant to or in connection with Section 262 of the DGCL with respect to the Transactions, and the Company will give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands (including any settlement offers). Except with the prior written consent of Parent, the Company will not voluntarily make any payment with respect to any demand for appraisal and will not settle or offer to settle any such demand.

     2.11 Withholdings . All amounts payable pursuant to this Agreement will be subject to any required withholding of Taxes and will be paid at or as soon as practicable following the Effective Time, but in any event within five (5) Business Days following the Effective Time, without interest. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority by Parent, Merger Sub, the Surviving Corporation or the Disbursing Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of Certificates, Company Restricted Shares, Company Stock Options or Company Stock-Based Awards as the case may be, in respect of which such deduction and withholding was made by Parent, Merger Sub, the Surviving Corporation or the Disbursing Agent.

     2.12 Section 16 Matters . Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors will adopt a resolution and take all other necessary action consistent with the interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options, Company Restricted Shares or Company Stock-Based Awards pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

     2.13 Further Action . If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub vested in the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation will be authorized to take all such actions as may be necessary or desirable to vest all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

ARTICLE III

Representations and Warranties

     3.01 Representations and Warranties about the Company . Except as Previously Disclosed, the Company hereby represents and warrants to Parent and Merger Sub as follows:

     (a) Organization and Standing . The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company is duly qualified and licensed to do business and is in good standing in all jurisdictions where its ownership, leasing or operation of property or assets or its conduct of business requires it to be so qualified or licensed, except where the failure to be in good standing or be so qualified or licensed has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. The Company has made available to Parent or its counsel, true, correct and complete copies of the Constituent Documents of the Company and each of its Subsidiaries, in each case as amended and in effect. Neither the Company nor any of its Subsidiaries is in material violation of any of the provisions of its Constituent Documents. The Company has made available to Parent or its counsel true, correct and complete copies of the minute books containing records of all consents, actions and meetings of (1) the Company Board, committees of the Company Board and stockholders of the Company, and (2) the boards of directors, managers or equivalent governing bodies of each of the Company’s Subsidiaries and all stockholders and equity holders thereof, in each case, since January 1, 2007.

     (b) Power . The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, subject to the receipt of the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon to adopt this Agreement (the “ Company Stockholder Approval ”). The Company and each of its Subsidiaries has the corporate (or comparable) power and authority to carry on its business as it is now being conducted and to own, lease and operate all its properties and assets, except where the failure to have such power and authority has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (c) Authority .

     (1) The Company has duly authorized, executed and delivered this Agreement. Subject to receipt of the Company Stockholder Approval, this Agreement (and the execution, delivery and performance hereof by the Company) and the Transactions have been duly authorized by all necessary corporate action of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions, other than obtaining the Company Stockholder Approval. The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and authorize and approve the Transactions. This

Agreement is the Company’s valid and legally binding obligation, enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

     (2) The Company Board, by resolutions duly adopted prior to the execution of this Agreement, has unanimously (A) determined that the Merger is in the best interests of the Company and the stockholders of the Company (the “ Company Stockholders ”) and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger (collectively, the “ Transactions ”), (B) approved and adopted this Agreement and the Transactions in all respects in accordance with the DGCL (including such approval for purposes of rendering the restrictions on business combinations set forth in the Business Combination Law inapplicable to Guarantor, Parent, Merger Sub, the Transactions, this Agreement and the Voting Agreement), and (C) subject to Section 4.09 , resolved to (i) submit this Agreement for adoption by a vote of the Company Stockholders at the Stockholders’ Meeting and (ii) recommend that the Company Stockholders adopt and approve this Agreement and the Transactions (the “ Company Board Recommendation ”). A copy of such resolutions of the Company Board has been made available to Parent and, other than as permitted by and in accordance with Section 4.09(f) , such resolutions have not been modified, supplemented or rescinded and remain in full force and effect.

     (d) Consents and Regulatory Approvals; No Defaults .

     (1) No consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company of this Agreement or for the Company to consummate the Transactions, except for (A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, the FTC and the Antitrust Division under the HSR Act, (B) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchange or Nasdaq, (C) the approvals and filings required by the DGCL, including receipt of the Company Stockholder Approval, and (D) such consents, authorizations, approvals, filings, registrations or notifications the failure of which to make or obtain has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (2) Subject to receipt of the consents, authorizations and approvals referred to in Section 3.01(d)(1) , the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (A) result in, conflict with, or constitute or

create (with or without due notice or lapse of time or both) a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) on any property or asset of the Company or its Subsidiaries or any acceleration of remedies or right of termination or cancellation under any Law or under any of the terms, conditions or provisions of any Material Contract or IP License, except for any such conflict, breach, violation, default, Lien, acceleration of remedies, right of termination or cancellation that has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company, or (B) constitute a breach or violation of, or a default under, or conflict with, the Constituent Documents of the Company or any of its Subsidiaries.

     (e) Company Stock .

     (1) The authorized capital stock of the Company consists of 4,000,000 shares of Company Preferred Stock and 30,000,000 shares of Company Common Stock. As of the close of business on June 2, 2009, (A) 11,622,629 shares of Company Common Stock (including 254,641 Company Restricted Shares) were issued and outstanding and (B) 294,322 shares of Company Common Stock were issuable upon exercise of Company Stock Options under the Company Stock Plan. There are (i) no shares of Company Preferred Stock issued or outstanding, (ii) no shares of Company Common Stock issuable upon exercise of any Rights under the Company Stock Plan (except as described in clause (B) above), and (iii) no Company Stock-Based Awards outstanding.

     (2) The outstanding Shares are, and all Shares which may be issued pursuant to the Company Stock Plan or the exercise of Company Stock Options or Company Stock-Based Awards will be, when issued in accordance with the respective terms thereof, (A) duly authorized and validly issued and outstanding, fully paid and nonassessable, and not subject to or issued in violation of any preemptive rights, any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Company’s Constituent Documents or any contract or commitment to which the Company is a party or otherwise bound and (B) issued in material compliance with all applicable Laws, including federal and state securities laws, and all requirements set forth in applicable contracts governing the issuance of such Company Stock Options or Company Stock-Based Awards. Except as set forth in Section 3.01(e)(1) , there are no shares of Company Common Stock or Company Preferred Stock reserved for issuance, the Company does not have any Rights outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue, sell or otherwise cause to become outstanding any Company Common Stock, Company Preferred Stock or Rights, except pursuant to Company Stock Options and Company Restricted Shares outstanding as of the date of this Agreement and set forth on Section 3.01(e)(4) of the Disclosure Schedule. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any of its Subsidiaries or other equity interests in the Company or any of its Subsidiaries or securities convertible into or exchangeable

for such shares or equity interests. There are no stockholder agreements, voting trusts or other arrangements or understandings to which the Company is a party, or of which the Company has Knowledge, with respect to the voting of stock or other equity interests of the Company or any of its Subsidiaries. The Company does not have, and there is not in effect, a stockholder rights, “poison pill” or similar plan with respect to the Company.

     (3) No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote are issued or outstanding, and there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

     (4) Section 3.01(e)(4) of the Disclosure Schedule sets forth a complete and accurate list, as of June 2, 2009, of (A) all outstanding Company Stock Options under the Company Stock Plan (or otherwise), the number of Shares subject thereto, the exercise or grant prices (if applicable) and the names of the holders thereof and (B) all Company Restricted Shares under the Company Stock Plan (or otherwise) and the names of the holders thereof. All (i) Company Stock Options and (ii) Company Restricted Shares are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(e)(4) of the Disclosure Schedule or filed as an exhibit to a Company Regulatory Filing prior to the date of this Agreement, and no stock option agreement, restricted stock purchase agreement or other award agreement contains any terms that are materially inconsistent with or in addition to such forms. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “ Grant Date ”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof), and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the Company Stock Plan, the Exchange Act and all other applicable Laws, the per share exercise price of each Company Stock Option was equal to or greater than the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the Financial Statements and disclosed in the Company Regulatory Filings in accordance with the Exchange Act and all other applicable Laws. To the Company’s Knowledge, the Company has not granted, and there is no and has been no Company policy or practice to grant, Company Stock Options prior to, or otherwise coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option, each Company Restricted Share and each Company Stock-Based Award may, by its terms, be treated at the Effective Time as set forth in Section 2.09 .

     (5) The Company Board has not declared any dividend or distribution with respect to the Company Common Stock, the record or payment date for which is on or after the date of this Agreement.

     (f) Company Subsidiaries .

     (1) (A) The Company owns, directly or indirectly, all the outstanding capital stock and equity of each of its Subsidiaries free and clear of any Liens (other than Permitted Liens); (B) no capital stock or equity of any of the Company’s Subsidiaries are or may become required to be issued (other than to the Company or its wholly owned Subsidiaries) by reason of any Right or otherwise; (C) there are no contracts, commitments, understandings or arrangements by which any of the Company’s Subsidiaries is bound to sell or otherwise transfer any capital stock or equity of any such Subsidiaries (other than to the Company or its wholly owned Subsidiaries); (D) there are no contracts, commitments, understandings or arrangements relating to the Company’s rights to vote or to dispose of the capital stock or equity of any of its Subsidiaries; and (E) all the capital stock and equity interests of each Subsidiary held by the Company or its Subsidiaries (i) have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and not subject to or issued in violation of any preemptive right, purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, such Subsidiary’s Constituent Documents or any contract or commitment to which such Subsidiary is a party or otherwise bound, and (ii) were issued in material compliance with all applicable Laws, including federal and state securities laws.

     (2) Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its organization and is duly qualified and licensed to do business and is in good standing in all jurisdictions where its ownership, leasing or operation of property or assets or its conduct of business requires it to be so qualified or licensed, except where the failure to be in good standing or to be so qualified or licensed has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (3) Other than with respect to the Subsidiaries listed on Section 3.01(f)(3) of the Disclosure Schedule, the Company does not directly or indirectly own any securities or beneficial ownership interests in any other Person (including through joint ventures or partnership arrangements) or have any investment in any other Person.

     (g) Company Regulatory Filings; Ordinary Course.

     (1) Since January 1, 2006, the Company has filed on a timely basis with the SEC all forms, statements, reports, certifications, schedules and other documents (including all exhibits and amendments thereto) required to be filed or

furnished by it under the Exchange Act or the Securities Act (collectively, together with the information incorporated by reference therein, the “ Company Regulatory Filings ”). Each of the Company Regulatory Filings, including each of the Company Regulatory Filings filed or furnished after the date hereof, as of the date filed or furnished (or if amended prior to the date of this Agreement, then as of the date of the last such amendment) (A) complied in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated financial statements contained in or incorporated by reference into any such Company Regulatory Filing (including the related notes and schedules) (collectively, the “ Financial Statements ”) (i) complied in all material respects as to form with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and (iii) fairly presented in all material respects the financial position of the Company and its Subsidiaries on a consolidated basis as of the date of such statement and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated in such statement, except in each case subject to normal year-end audit adjustments and as permitted by SEC Form 10-Q promulgated under the Exchange Act in the case of unaudited statements. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted in an adjustment to, or any restatement of, the Financial Statements.

     (2) Without limiting the generality of the foregoing, Ernst & Young LLP has not resigned nor been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied on.

     (3) Since January 1, 2007, the Company has not conducted any material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, the Company Board or any committee thereof.

     (4) Except for liabilities and obligations (A) incurred in the Ordinary Course of Business since December 31, 2008, (B) that have been discharged or paid in full in the Ordinary Course of Business since December 31, 2008, (C) reflected in or reserved against on the most recent balance sheet of the Company prepared in accordance with GAAP and included in the Company Regulatory Filings filed with the SEC at least one Business Day prior to the date of this Agreement, (D) that arise under this Agreement or (E) that have not had,

and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company, the Company has not incurred any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise that would be required to be reflected in or reserved against on a balance sheet prepared in accordance with GAAP.

     (5) Since December 31, 2008 through the date of this Agreement, (A) the Company and its Subsidiaries have conducted their respective businesses in the Ordinary Course of Business (excluding conduct in connection with and the incurrence of expenses related to this Agreement and the Transactions and the general process of soliciting and evaluating proposals to acquire the Company), (B) there has not been a Material Adverse Effect with respect to the Company, and (C) neither the Company nor any of its Subsidiaries has taken or authorized the taking of any action that if taken after the date of this Agreement would constitute a breach of Section 4.01 .

     (6) The Company is in compliance in all material respects with the applicable provisions of the applicable listing and governance rules and regulations of Nasdaq.

     (7) The Company has made available to Parent complete and correct copies of all comment letters from the SEC staff since January 1, 2006 with respect to any of the Company Regulatory Filings. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Regulatory Filings.

     (h) Sarbanes-Oxley Act . (1) The management of the Company has designed, implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to reasonably ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and made known to the chief executive officer and the chief financial officer of the Company by other employees within the Company as appropriate to allow timely decisions regarding required disclosure; (2) the Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that is reasonably designed to provide reasonable assurance (A) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (C) that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board and (D) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements; (3) the Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company Regulatory

Filing that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report (or amendment) based on such evaluations; (4) the Company’s chief executive officer and chief financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board (or persons performing the equivalent functions), (A) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; (5) the certifications provided pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act with each Company Regulatory Filing, as applicable, at the time of filing or submission of such certification, were true and correct; and (6) as of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting except as disclosed in the Company Regulatory Filings filed with the SEC prior to the date of this Agreement.

     (i) Litigation . There is no suit, claim, action, charge or proceeding (including arbitration proceeding or dispute resolution proceeding) pending or, to the Company’s Knowledge, threatened against or affecting it or any of its Subsidiaries, businesses, assets or properties, or its officers or directors in their capacities as such, that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company, and to the Company’s Knowledge, there is no valid basis for any such suit, claim, action, charge or proceeding. No Order is outstanding against the Company or any of its Subsidiaries, businesses, assets or properties, or its officers or directors in their capacities as such, that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company. To the Company’s Knowledge, there is no investigation, indictm