AGREEMENT AND PLAN OF MERGER BY AND AMONG EBIX, INC.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

EBIX, INC.
as Buyer

E-Z DATA, INC.
as the Company

E-Z DATA ACQUISITION SUB, LLC
as the Merger Sub

AND

DALE OKUNO
and
DILIP SONTAKEY
as Sellers

DATED SEPTEMBER 30, 2009

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made as of September 30, 2009, by and among EBIX, INC. , a Delaware corporation (the “ Buyer ” or “ Buyer ”); E-Z DATA INC ., a California corporation (the “ Company ”); E-Z DATA ACQUISITION SUB, LLC, a California limited liability company and wholly-owned subsidiary of Buyer (the “ Merger Sub ”); and Dale Okuno and Dilip Sontakey. Mr. Okuno and Mr. Sontakey are sometimes collectively referred to herein as the “ Sellers ” and each individually as a “ Seller .” Buyer, the Company, the Merger Sub and Sellers are sometimes collectively referred to herein as the “ Parties ” and each individually as a “ Party .” Unless otherwise defined herein, certain terms used in this Agreement with initial capital letters are defined in Appendix A .

WITNESSETH:

WHEREAS , the Company is engaged in the business of providing comprehensive insurance software and technology solutions to insurance companies, brokers, and related entities (the “ Business ”).

WHEREAS , Sellers are the beneficial owners and holders of record of all issued and outstanding Shares of the Company.

WHEREAS , upon the terms and subject to the conditions of this Agreement, Buyer, the Company, Merger Sub and Sellers will enter into a business combination transaction pursuant to which the Company will merge with and into Merger Sub (the “ Merger) .

WHEREAS , the respective Boards of Directors of Buyer and the Company have each determined that the Merger and the other transactions contemplated by this Agreement are consistent with, and in furtherance of, their respective business strategies and goals.

WHEREAS , Buyer, the Company, Merger Sub and Sellers desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

WHEREAS, For federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement constitute the “plan of reorganization” within the meaning of Section 354 of the Code.

NOW, THEREFORE , in consideration of the mutual covenants of the Parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties, intending to be legally bound, hereto hereby agree as follows:

ARTICLE I
MERGER

SECTION 1.1 MERGER. In consideration of the payment of the Total Merger Consideration (as defined in Section 1.2 ) by Buyer and subject to the terms and conditions hereinafter set forth, (a) the Company shall be merged with and into Merger Sub, at the Effective Time, with Merger Sub being the surviving company (the “ Surviving Company ”), in accordance with the laws of the State of California and other applicable Law, and (b) from and after the Effective Time, the Merger shall have all the effects of a merger under the laws of the State of California and other applicable Law.

SECTION 1.2 MERGER CONSIDERATION. The aggregate consideration to be paid by Buyer under this Agreement shall equal $46,550,000 plus the Preclosing Receivables Consideration pursuant to Section 3.3 below (collectively, the “ Total Merger Consideration ”), and shall be payable to Sellers in the manner and in the proportions set forth in the Merger Consideration Certificate, attached hereto as Exhibit A, as follows:

(a) A total amount of United States dollars Twenty One million Five hundred Fifty thousand (US$ 21,550,000) in cash (collectively known as the “ Cash Merger Consideration ”) payable as per below:

(i) Nineteen million Fifty thousand United States Dollars (US$ 19,050,000) (the “ Closing Cash Merger Consideration ”) in cash shall be paid to Sellers at the time of closing; and

(ii) Two million five hundred thousand United States Dollars (US$ 2,500,000) (the “ Escrow Amount ”) in cash shall be deposited with the Escrow Agent in an escrow account (the “ Escrow Account ”) to be held pursuant to the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit D, to be executed as of the Closing Date by City National Bank, national association (the “ Escrow Agent ”), Buyer and Sellers (the “ Escrow Agreement ”), and to be released on April 15, 2010, subject to and in accordance with the Escrow Agreement, to Sellers in the proportions set forth in the Merger Consideration Certificate, less an amount equal to any payments not made by the Company prior to Closing that the Company was obligated to make prior to the Closing pursuant to Section 3.2 of this Agreement (provided, that no such reduction in the Escrow Amount payable to Sellers for a failure by the Company to make any payment that the Company was obligated to make prior to the Closing pursuant to Section 3.2 shall occur unless (a) Sellers have been given notice of such nonpayment and an opportunity to dispute whether payment was actually required pursuant to Section 3.2 and (b) either Sellers have agreed in writing that the Escrow Amount may be so reduced or a court of competent jurisdiction (or an arbitrator or mediator that Buyer and Sellers have agreed in writing shall have authority to resolve such dispute) has finally ruled or determined that such amounts were required to be paid prior to the Closing by the Company pursuant to Section 3.2 and that the Company failed to pay such amounts prior to the Closing).

(b) US$ 25,000,000 in Ebix common stock, par value $.10 per share, payable through the issuance of the number of shares of Ebix common stock (the “ Buyer Share Consideration ”; and the shares issued as Buyer Share Consideration being, collectively, the “ Buyer Shares ”) equal to the quotient of (a) 25,000,000 divided by (b) the average of the closing prices of Ebix common stock on the NASDAQ GLOBAL Market over the three most recent days prior to September 30, 2009 on which Ebix common stock was actively traded on the NASDAQ GLOBAL Market (the “ Average Closing Price ”).

(c) The Preclosing Receivables Consideration (as defined in Section 3.3) shall be paid to the Sellers as provided in Section 3.3.

(d)  Adjustment to Consideration Mix . If the product of (x) the Average Closing Price and (y) the Buyer Shares (prior to any adjustment pursuant to this Section 1.2(d)) does not exceed the minimum amount necessary to cause the Merger to constitute a reorganization under Section 368(a)(2)(D) of the Code by at least $50,000, as reasonably determined by Sellers and their counsel, after consultation with Buyer and its counsel (the “ Stock Threshold ”), then the amount of the Cash Merger Consideration shall be decreased, and the amount of Buyer Share Consideration shall be correspondingly increased, on a dollar-for-dollar basis (with any additional shares of Buyer common stock (and the resulting decrease in the Cash Merger Consideration) valued at the Average Closing Price), to the extent necessary for the value of the Buyer Share Consideration (as adjusted under this Section 1.2(d)) to satisfy the Stock Threshold. For the avoidance of doubt, such adjustment shall not result in an increase to the Total Merger Consideration (as determined without taking into account any adjustments pursuant to this Section 1.2(d)).

SECTION 1.3 BUYER SHARE ADJUSTMENT. In the event of any reclassification, stock split, stock dividend or similar transaction with respect to the shares issuable as the Buyer Share Consideration, Buyer shall make appropriate and proportionate adjustments acceptable to Sellers to the number and, if appropriate, the class of the shares to be issued to Sellers as the Buyer Share Consideration payable hereunder, and all references to the Buyer Share Consideration in this Agreement shall be deemed to be to the Buyer Share Consideration as so adjusted.

SECTION 1.4 PUT OPTION. At any time during the one month period commencing on the date which is the second anniversary of the Closing Date and extending through the 31st day after such second anniversary (the “ Put Exercise Period ”), each of Sellers in his individual and sole discretion shall have a one-time right (the “ Put Option ”) to require Buyer to purchase all of the Buyer Shares owned by such Seller (whether held by Seller or held by a brokerage in book entry form on behalf of such Seller) as of the Put Date that remain from the number of Buyer Shares originally issued to such Seller pursuant to this Agreement (such remaining Buyer Shares, the “ Put Option Shares ”), at a price equal to the Put Option Purchase Price, with such purchase occurring on the Put Date. During the Put Exercise Period, each of Sellers may exercise the Put Option with respect to such Seller’s Put Option Shares by delivering a notice (the “ Put Notice ”) to Buyer instructing Buyer to purchase all, but not less than all, of such Seller’s Put Option Shares on the Put Date. Within 5 Business Days after receipt of a Put Notice Buyer shall provide evidence, which shall be reasonably acceptable to Sellers exercising the Put Option, documenting how Buyer will fulfill its obligation to repurchase the Put Option Shares pursuant to this Section 1.4. On the Put Date, (i) subject to Buyer’s compliance with the immediately preceding sentence, such Seller shall (a) tender all of the share certificates evidencing the Put Option Shares then held by such Seller, duly endorsed or accompanied by stock powers duly executed, (b) if such Seller alleges that any of any of such share certificates has been lost, stolen, or destroyed, tender an affidavit of lost certificate(s) and agreement reasonably acceptable to Buyer to indemnify Buyer against any claim that may be made against Buyer on account of the alleged loss, theft or destruction of such certificate(s) (such affidavit and agreement to indemnify, collectively, the “ Affidavit ”) and (c) if any of the Put Option Shares are then held by a brokerage in book-entry form on behalf of such Seller, transfer ownership to Buyer of such Put Option Shares then held by such Seller in book-entry form by means of a book-entry transfer of such Put Option Shares to an account maintained by Buyer at The Depository Trust Company , and (ii) Buyer shall tender to such Seller the Put Option Purchase Price for such Put Option Shares by wire transfer of immediately available funds in

an amount equal to the Put Option Purchase Price pursuant to the wiring instructions provided by such Seller in the Put Notice. Delivery of the Put Option Shares (or the Affidavit, if applicable) and tender of the Put Option Purchase Price shall each be deemed to be conditions precedent to the other. For purposes hereof, the “ Put Option Purchase Price ” with respect to a Seller’s Put Option Shares shall equal the aggregate original price at which such shares were issued to Seller by Buyer (determined based on the aggregate original price ascribed to such Put Option Shares based on the Average Closing Price of Ebix common stock as set forth in Section 1.2(b)) minus 10% of that aggregate original price. (For purposes of illustration only, if the number of Put Options Shares was 100, and the Average Closing Price determined in accordance with Section 1.2(b) was $5.00, then the Put Option Purchase Price would equal $450, the remainder of (a) the product of 100 x $5.00, minus (b) 10% of $500). For purposes of this Section 1.4, the number of Put Option Shares shall be proportionally adjusted in the event of any reclassification, stock splits or reverse splits, stock dividends or similar events, as the case may be, with respect to the Buyer Shares during the period from the Closing Date through the date immediately prior to the Put Date. For purposes of this Section 1.4, the “ Put Date ” shall mean, with respect to a Seller exercising the Put Option, the Business Day specified in the Put Notice delivered by such Seller on which the purchase of the Put Option Shares by Buyer will occur, which date shall be no less than 30 days after the date on which the Put Notice is delivered to Buyer and no more than 35 days after the date on which the Put Notice is delivered to Buyer. In the event that Buyer fails to pay the Put Option Purchase Price on the Put Date to the Seller exercising the Put Option, (x) interest shall accrue on the Put Option Purchase Price at a rate of 20 percent per annum from the Put Date until the date the Put Option Purchase Price is actually paid to such Seller, and (y) any payment by Buyer in respect of the Put Option Purchase Price after the Put Date shall apply first to payment of accrued interest and, once all accrued interest has been paid in full, second to the payment of the Put Option Purchase Price.

SECTION 1.5 EFFECTS OF THE MERGER. At the Effective Time, the separate corporate existence of the Company shall cease and Merger Sub, as the Surviving Company, shall succeed to and possess all of the properties, rights, powers, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of the Company and Merger Sub, and shall be subject to, and be responsible for, all debts, liabilities, and obligations of the Company and Merger Sub, all without further act or deed, and in accordance with the applicable provisions of the laws of the State of California.

SECTION 1.6 LIMITED LIABILITY COMPANY AGREEMENT. The articles of organization and limited liability company agreement of Merger Sub shall be the articles of organization and limited liability company agreement, respectively, of the Surviving Company until thereafter changed or amended as provided therein; provided, however , that the name of the Surviving Company shall be “E-Z Data, LLC.”

SECTION 1.7 MANAGERS AND OFFICERS OF THE SURVIVING COMPANY. The managers of Merger Sub immediately prior to the Effective Time, if the Merger Sub is manager-managed, shall be the managers of the Surviving Company, each to hold office in accordance with the articles of organization and limited liability company agreement of the Surviving Company, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company, in each case, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualify, as the case may be.

SECTION 1.8 CLOSING; EFFECTIVE TIME.

(a)  Closing and Closing Date . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Buyer’s counsel, Carlton Fields, P.A., 1201 West Peachtree Street, Atlanta, Georgia 30309, commencing at 10:00 a.m. Eastern Daylight Time on September 30, 2009 (the “ Closing Date ”). The Parties may agree to conduct the Closing remotely via facsimile or electronic mail.

(b)  Effective Time . As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver, of all conditions to the Merger, the Company shall (i) execute a Certificate of Merger in compliance with the requirements of the laws of the State of California (the “ Certificate of Merger ”), and shall file the Certificate of Merger with the Secretary of State of the State of California in accordance with its Laws, and (ii) make all other filings or recordings and take all such other and further actions as may be required by Law, to make the Merger effective; provided, however, that the Parties shall seek “pre-clearance” of the Certificate of Merger with the Secretary of State of the State of California prior to the Closing. The Merger shall become effective for all purposes under California Law when proper documentation has been filed with the Secretary of State of the State of California (the “ Effective Time ”).

(c)  Company’s Obligations at Closing . The Company and Sellers shall deliver to Buyer the certificates, agreements, documents and instruments as indicated in Section 8.2.

(d)  Buyer’s Obligations at Closing . At the Closing:

(i) Upon the filing of the Certificate of Merger, Buyer will pay the Closing Cash Merger Consideration to Sellers, deposit the Escrow Amount with the Escrow Agent and issue the Buyer Shares, all in accordance with the terms of this Agreement.

(ii) Buyer will also deliver to the Sellers the certificates, agreements, documents and instruments as indicated in Section 8.3.

SECTION 1.9 CONVERSION OF SHARES

(a) At the Effective Time, each of the Sellers, as the holders of all of the Shares, shall, subject to the terms and conditions of this Agreement, become entitled to receive, and each of the Shares shall be converted into the right to receive, an allocation of the Total Merger Consideration determined in accordance with the Merger Consideration Certificate.

(b) At the Effective Time, each of the issued and outstanding limited liability company membership units of the Merger Sub shall remain outstanding as the limited liability company membership units of the Surviving Company.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS CONCERNING THE MERGER

Each Seller individually represents and warrants to Buyer as follows:

SECTION 2.1 AUTHORIZATION OF TRANSACTION. Such Seller has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Seller enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws or equitable principles of general application to or affecting the enforcement of contractual rights generally. Such Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated in this Agreement.

SECTION 2.2 NON-CONTRAVENTION. Neither the execution and delivery of this Agreement by such Seller, nor the consummation of the transactions contemplated by this Agreement, will: (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which such Seller is subject; (B) except as set forth in Schedule 2.2 of the Disclosure Schedule which is attached hereto, incorporated herein and made a part hereof (the “ Disclosure Schedule ”), conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which such Seller is a party or by which such Seller is bound or to which any of his assets are subject; or (C) result in the imposition or creation of a Lien upon or with respect to the Shares owned by such Seller.

SECTION 2.3 SHARES. Except as set forth in Schedule 2.3 to the Disclosure Schedule,: (a) such Seller holds of record and owns beneficially the Shares owned by him, free and clear of any Liens; (b) except for contracts or commitments which have been terminated on or before the Closing Date, such Seller is not a party to any option, warrant, purchase right, or other Contract or commitment (other than this Agreement) that could require such Seller to sell, transfer, or otherwise dispose of any Shares or restrict the ability of such Seller to transfer the Shares owned by him, or require, or which could be construed to require, the Company to issue any new or additional Shares to any Persons; and (c) such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting or transferability of any Shares of the Company.

SECTION 2.4 BROKER’S FEES. Except as set forth on Schedule 2.4 of the Disclosure Schedule, no agent, broker, investment banker, Person or firm acting on behalf of such Seller or the Company, or under the authority thereof, is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee directly or indirectly from Buyer hereto in connection with any of the transactions contemplated by this Agreement.

SECTION 2.5 ACCREDITED INVESTOR. Such Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

ARTICLE III
AGREEMENTS AND COVENANTS OF THE COMPANY, SELLERS OR BUYER

SECTION 3.1 AFFILIATE TRANSACTIONS .

(a) On or before the Closing, all Indebtedness and other amounts owing under Contracts between Sellers or any Affiliate of Sellers, on the one hand, and the Company, on the other hand, will be paid in full.

(b) On or before the Closing, a new lease for the Company’s office located at 918 East Green Street in Pasadena, California will be duly executed, substantially in the form of Exhibit C attached hereto.

SECTION 3.2 PAYMENT OF INDEBTEDNESS. On or before the Closing, the Company shall pay (i) to City National Bank the amount of all outstanding principal and interest under the Company’s existing line of credit, and (ii) any outstanding amounts (including, but, not limited to, all Taxes, payroll, commission, bonuses and vacation accrual amounts; but not including vacation accrual of $59,435 or sick pay accrual of $103,239 for the Company’s 2009 fiscal year) owed as of the Closing from the Company to any vendor, employee, partner or any other party prior to the date of the Closing, but excluding any Taxes arising in connection with the transactions contemplated by the Transaction Documents. If the Company has not fully paid off the amounts noted in clauses (i) and (ii) of the preceding sentence, any such unpaid amounts due by the Company after the Closing shall be offset against the Preclosing Receivables that would otherwise be payable to the Sellers. On or before the Closing, the Company shall amend all of the Company’s existing bonus and commission plans and agreements (the “ Bonus and Commission Agreements ”), to the extent needed, to ensure that Buyer will have the right to unilaterally amend or terminate such Bonus and Commission Agreements after the Closing, without any penalties or commitments to pay based on such Bonus and Commission Agreements. Notwithstanding the foregoing in this Section 3.2, the Parties agree that (x) the Company is obligated, on or before the Closing, to pay all amounts due under the Bonus and Commission Agreements that constitute compensation for the generation of receivables of the Company that are Preclosing Receivables, and that the Company has no obligation on or before the Closing to pay any amount that may in the future become due under the Bonus and Commission Agreements that constitute compensation for the generation of receivables of the Company after the Effective Time that are not Preclosing Receivables, and (y) if Buyer terminates all of the Bonus and Commission Agreements immediately after the Closing, Buyer will have no payment obligations under the Bonus and Commission Agreements.

SECTION 3.3 RECEIVABLES. Buyer shall use its commercially reasonable best efforts to collect (a) all receivables of the Company that are outstanding at the Effective Time and (b) the prorated portion of all receivables of the Company after the Effective Time that relate to products or services actually provided by the Company prior to the Effective Time (the amounts specified in clauses (a) an (b) being, collectively, the “ Preclosing Receivables ”) as soon as reasonably possible after they are due, including, without limitation, the receivables and work in process as of the Effective Time set forth on Schedule 3.3 to this Agreement, and Buyer shall not forgive any amounts owed under the Preclosing Receivables or forbear the collection of the Preclosing Receivables without the prior consent of Sellers. In connection with Buyer’s agreement to use its commercially reasonable best efforts to collect the Preclosing Receivables, Buyer shall, without limitation, (x) promptly submit invoices for payment after each of the Preclosing Receivables becomes due and payable and (y) if requested by Sellers with respect to any Preclosing Receivables that have not been collected by May 1, 2010, use a collection agency to collect such overdue Preclosing Receivables. On the first Business Day of each calendar month prior to May 1, 2010, if Buyer has collected any Preclosing Receivables during the prior calendar month, Buyer shall pay an amount in cash equal to the total dollar amount of all of the Preclosing Receivables collected during such prior calendar month. In addition, on the first Business Day of each calendar month after April 30, 2010 until October 1, 2010, if Buyer has collected any Preclosing Receivables during the prior calendar month that were in an amount greater than or equal to $10,000, Buyer shall pay an amount in cash equal to the total dollar amount of all of such Preclosing Receivables collected during such prior calendar month. The cash amounts paid to Sellers pursuant to this Section 3.3 (collectively, the “ Preclosing Receivables Consideration ”) shall be allocated between Sellers as set forth in the Merger Consideration Certificate.

SECTION 3.4 PREPAYMENTS.

(a) The Company covenants that (a) it has not received any pre-paid money for services that have not been provided by the Company prior to the Closing, and (b) if the Company receives any such pre-paid money then all such pre-paid money collected by the Company for services that have not been provided by the Company as of immediately prior to the Closing (or a prorated portion of such money if the Company has provided some, but not all, of such services as of immediately prior to the Closing) shall remain in the Company as of the Closing.

(b) Promptly following the Closing, Buyer agrees to reimburse the Sellers (i) US$108,255.12 for the amounts pre-paid by the Company for services or leased property that the Surviving Company will receive after the Closing, as listed on Schedule 3.4 to this Agreement, and (ii) US$74,265, which is the amount of the outstanding balance of the Company’s bank account in China that the Company was not able to withdraw and pay to the Sellers prior to the Closing. The Company covenants that as of the Closing the Company has not been repaid any of the pre-paid amounts listed on Schedule 3.4 and that it has not withdrawn any of the outstanding balance of the Company’s bank account in China as listed in Section 3.4(b)(ii). The cash amounts paid to Sellers pursuant to this Section 3.4(b) shall be deemed to be part of the Preclosing Receivables Consideration and shall be allocated between Sellers as set forth in the Merger Consideration Certificate.

SECTION 3.5 LEASE SECURITY DEPOSITS. Promptly following the termination of each of the Company’s leases for real property that are outstanding as of immediately prior to the Effective Time, Buyer shall pay to the Sellers an amount in cash equal to security deposits pertaining to such leases that are returned to Buyer or Merger Sub. Buyer shall use its commercially reasonable best efforts to (a) collect the full amount of such security deposits upon termination of such leases, and (b) limit the amount by which such security deposits may be reduced. The cash amounts paid to Sellers pursuant to this Section 3.5 shall be deemed to be part of the Preclosing Receivables Consideration and shall be allocated between Sellers as set forth in the Merger Consideration Certificate.

SECTION 3.6 PERSONAL OFFICE FURNITURE. Buyer and Merger Sub acknowledge and agree that the office furniture located in Dale Okuno’s office in the Company’s office at 918 East Green Street, Pasadena, California immediately prior to the Closing is the personal property of Dale Okuno and that Dale Okuno shall have the right at any time to remove such office furniture.

ARTICLE IV
AGREEMENTS AND COVENANTS OF BUYER

SECTION 4.1 TRANSFER TAXES . Any transfer, documentary, sales, or use taxes assessed upon or with respect to the Merger or the transactions contemplated by the Transaction Documents and any recording or filing fees with respect thereto shall be borne by Buyer.

SECTION 4.2 REGISTRATION OF BUYER SHARES . Buyer shall:

(a) file with the United States Securities and Exchange Commission (the “ SEC ”) and the California Department of Corporations in a timely manner a Form D relating to the sale of the Buyer Shares under this Agreement, pursuant to Regulation D under the Securities Act and Section 25102 of the California Corporations Code, and provide a copy thereof to Sellers promptly upon request;

(b) Buyer will prepare and file with the SEC a Registration Statement on Form S-3 (or, if Buyer is ineligible to use Form S-3, then on such other form as is available for such registration) as soon as reasonably practicable after the Closing Date, and in any event within 45 days of the Closing Date, registering under the Securities Act the sale of Buyer Shares by each of Sellers from time to time on the facilities of any national securities exchange on which the common stock of Buyer is traded and/or in privately negotiated transactions (the “ Registration Statement ”);

(c) use its best efforts to get the SEC to declare the Registration Statement effective as soon as practicable after the Closing Date, which the parties anticipate will be on or before 120 days after the Closing Date, and to keep such Registration Statement effective until all of the Buyer Shares of each of the Sellers have been sold thereunder;

(d) prepare and file with the SEC such amendments and supplements to the Registration Statement, and the prospectus used in connection with the Registration Statement, as may be necessary to comply with the Securities Act until January 15, 2012;

(e) furnish to Sellers such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as Sellers may reasonably request in order to facilitate their disposition of their Buyer Shares;

(f) use its best efforts to register and qualify the securities covered by the Registration Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by either of Sellers, provided that Buyer shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Buyer is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(g) provide a transfer agent and registrar for all Buyer Shares registered pursuant to this Agreement and provide a CUSIP number for all such Buyer Shares, in each case not later than the effective date of such registration;

(h) cause the Buyer Shares to be duly listed for trading on the NASDAQ Global Market concurrently with the effectiveness of the Registration Statement;

(i) notify each Seller promptly upon the Registration Statement, and any post-effective amendment thereto, being declared effective by the SEC;

(j) after the Registration Statement becomes effective, notify each Seller of any request by the SEC that Buyer amend or supplement such registration statement or prospectus;

(k) bear all the costs associated with the registration, filing and qualification of the Buyer Shares, the listing of the Buyer Shares for trading on the NASDAQ Global Market, and the other actions contemplated by this Section 4.2;

(l) make and keep public information available, as those terms are understood and defined in Rule 144(c)(1), at all times from and after the date of this Agreement;

(m) file with the SEC, in a timely manner, all reports and other documents required of Buyer under the 1934 Act and Related Rules, which reports shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such filing or necessary in order to make the statements in such SEC filing, in the light of the circumstances under which they were made, not misleading; and

(n) furnish to each Seller forthwith upon request: a written statement by Buyer as to its compliance with the reporting requirements of the 1934 Act and Related Rules; and such other reports and documents as such Seller may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

SECTION 4.3 EMPLOYEE TRANSITION MATTERS.

(a) Buyer shall, or shall cause the Surviving Company to, use commercially reasonable efforts to (i) provide coverage under the employee benefit plans maintained by Buyer or the Surviving Company to the Company’s employees who remain employed on or after the Closing Date, and (ii) grant such employees full credit for the actual length of their respective service with the Company for purposes of participation eligibility, vesting, waiting periods and coverage, if applicable, under such employee benefit plans and with respect to paid time off leave (including, without limitation, vacation time allowed) and severance benefits upon termination (provided that Buyer may cap such termination benefits at an amount equal to seven weeks of a terminated employee’s compensation if such cap is in accordance with Buyer’s policies applying to all of Buyer’s employees).

(b) Buyer shall either cause the Surviving Company to continue in place the Company’s retirement plan (if such plan has not been terminated prior to the Closing) or permit the Company’s employees who remain employed on the Closing Date to rollover their account balances under the Company’s retirement plan (i) to a retirement plan maintained by Buyer to the extent permitted by applicable Law, or (ii) at the election of any such employee, to a self-directed individual retirement account to the extent permitted by applicable Law.

(c) At the Closing, all of the employees of Premier Technology Group will be requested to resign and representatives from Buyer will commence the hiring process with respect to all such employees immediately after the Closing, and Buyer shall either (1) pay all liabilities of Premier Technology Group that arise under the Laws of India as a result of the termination or resignation of such employees or (2) grant such employees full credit for the actual length of their respective service with Premier Technology Group for purposes of participation eligibility, waiting periods and coverage, if applicable, for all benefits available to such employees and as otherwise may be applicable under the Laws of India and pay all costs and expenses of Premier Technology Group that arise under the Laws of India if granting such employees full credit for the actual length of their service does not eliminate all liabilities of Premier Technology Group to such employees that arise under the Laws of India as a result of the termination or resignation of such employees. The Parties agree that $125,000 of the Total Merger Consideration constitutes consideration for the Sellers’ agreement to cause the employees of Premier Technology Group to resign at the Closing.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

The Disclosure Schedule is comprised of separate schedules, each of which is labeled by reference to the particular Section or sub-Section of this Agreement to which each such separate schedule pertains. The separate schedules which comprise the Disclosure Schedule provide for either (a) lists of certain items (each, a “ List Schedule ”), or (b) exceptions to representations and warranties made by Seller in Article II hereof and by the Company in this Article V (each, an “ Exception Schedule ”), and such separate schedules (or portions of such separate schedules in the case of separate schedules which are comprised of both a list(s) and an exception(s)) are also so labeled as a “List” or an “Exception”. Except as set forth in the Disclosure Schedule (it being understood and agreed that (i) the disclosure of any item included in a particular List Schedule constitutes full and complete disclosure of the items so listed for any other particular List Schedule; and (ii) the disclosure of any matter included in an Exception Schedule constitutes full and complete disclosure of such exception matter for any other particular Exception Schedule; provided, however, (iii) the inclusion of an item on a List Schedule does not constitute full and complete disclosure on any Exception Schedule), each Seller and the Company represent and warrant to Buyer and Merger Sub as follows:

SECTION 5.1 ORGANIZATION, STANDING AND AUTHORITY .

(a) The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. True, complete and correct copies of the Company’s Articles of Incorporation and Bylaws, in each case as amended, have been delivered to Buyer, and such Articles of Incorporation and Bylaws are in full force and effect. The Company has full power and authority to carry on the Business as conducted by it and to own or hold under lease the properties and assets it now owns or holds under lease. The Company is duly qualified to do business and is in good standing as a foreign corporation or company (as applicable) in all jurisdictions where the nature of the property owned or leased by it, or the nature of its business, makes such qualification necessary and where the absence of such qualification would have a Material Adverse Effect on the Company.

(b) The Company Subsidiaries are listed on Schedule 5.1(b) .

(c) The name of each director and officer of the Company is set forth opposite the position held by same, on Schedule 5.1(c) of the Disclosure Schedule.

SECTION 5.2 AUTHORIZATION .

(a) The Company has full right, power, capacity and authority to execute and deliver this Agreement and each of the Transaction Documents to be executed and delivered by or on behalf of the Company, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by or on behalf of the Company will be, duly executed and delivered by the Company and constitutes or, in the case of the Transaction Documents, will constitute when so executed and delivered, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws or equitable principles of general application to or affecting the enforcement of contractual rights generally, and statutes, rules or procedures and applicable case law limiting the availability or prescribing the procedural requirements for the exercise of remedies.

SECTION 5.3 CAPITALIZATION AND OWNERSHIP .

(a)  Schedule 5.3(a) of the Disclosure Schedule sets forth the authorized and issued and outstanding Shares, and the ownership interest of each Seller. All Shares of the Company have been duly and validly issued, were issued in compliance with all applicable federal and state securities laws, and are fully paid and non-assessable. Except as set forth on Schedule 5.3(a) of the Disclosure Schedule or provided by Law, no options, warrants, preemptive or other rights to acquire any Shares or any debt or equity interest in the Company have been issued which remain outstanding.

(b) Except as set forth on Schedule 5.3(b) of the Disclosure Schedule or provided by Law, the Company is not a party or subject to any agreement or understanding and there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any securities of the Company or the voting of any securities of the Company by Sellers, or any director or officer of the Company. The Company has no contractual obligation to register under the securities laws of any jurisdiction any of its presently outstanding securities or any of its securities that may hereafter be issued.

(c) Except as set forth on Schedule 5.3(c) of the Disclosure Schedule, the Company is not a party or subject to any agreement that grants any rights of refusal, rights of first offer, co-sale or tag-along rights, drag-along rights or similar rights with respect to the Shares.

(d) Each Seller is the record owner of the equity interests indicated in Schedule 5.3(a) of the Disclosure Schedule as owned by such Seller. Except as set forth in Schedule 5.3(d) of the Disclosure Schedule, to the Knowledge of the Company there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the sale, purchase, redemption or other transfer of the Shares held by Seller (other than this Agreement) which will not be terminated as of the Closing Date.

SECTION 5.4 NO CONFLICTS . Except as set forth on Schedule 5.4 of the Disclosure Schedule, neither the execution and delivery of this Agreement and the Transaction Documents by the Company nor the performance by the Company of the transactions contemplated hereby or thereby will, to the Knowledge of the Company:

(a) violate or conflict with or result in a breach of any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of the Company, in each case as amended;

(b) violate any Law;

(c) constitute (with or without notice or lapse of time or both) a material default under or otherwise violate any material Permit or Material Contract;

(d) constitute an event which would permit any party to terminate, or accelerate the maturity of any Indebtedness of the Company;

(e) result in the creation or imposition of any Lien upon the Shares or the assets of the Company; or

(f) require any Permit, authorization, consent, approval, exemption or other action by or notice to any Person, court or administrative or governmental body pursuant to any Laws.

SECTION 5.5 FINANCIAL STATEMENTS . Schedule 5.5 of the Disclosure Schedule contains the following financial statements of the Company (collectively, the “ Financial Statements ”):

(a) The balance sheet of the Company as of December 31, 2008, and the related statements of income, shareholders’ equity and cash flows for the year then ended (collectively, the “ 2008 Financial Statements ”);

(b) A balance sheet of the Company as of June 30, 2009 (the “ Latest Balance Sheet ”) and the related statements of income, changes in shareholders’ equity, and cash flow for the six (6) months then ended (the “ Interim Financial Statements ”), including in each case, the notes thereto, if any.

Except for consideration of obligations for and payments to be made as provided herein, in all material respects the Financial Statements (a) are consistent with the Books and Records; and (b) other than as set forth on Schedule 5.5 of the Disclosure Schedule, fairly present the financial condition, assets and liabilities of the Company, taken as a whole, as of their respective dates and the results of operations and cash flows for the periods related thereto, in a manner consistent with the Company’s historical practices (except as may be indicated in the notes thereto and in the case of the Interim Financial Statements, subject to normal year-end adjustments and the absence of footnote disclosure). Except as otherwise provided herein, since the Latest Balance Sheet Date there has been no change in the Company’s polices on reserves or accrual amounts.

SECTION 5.6 UNDISCLOSED LIABILITIES; LIABILITIES TO AFFILIATES . Except as set forth on Schedule 5.6 of the Disclosure Schedule or as may arise in connection with the transactions contemplated by the Transaction Documents, to the Knowledge of the Company, the Company does not have any material Liabilities (including, without limitation, those to Affiliates, or Liabilities on account of Taxes or Employee Benefit Plans, or in respect thereof), which are of a type required under GAAP to be disclosed on a balance sheet, except as and to the extent reflected or reserved against on the Latest Balance Sheet or incurred in the Ordinary Course of Business consistent with past practice since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, product liability, tort or infringement, or a lawsuit, or a liability for violation of an Environmental and Safety Requirement, except to the extent set forth on Schedule 5.6 and/or other Schedules of the Disclosure Schedule).

SECTION 5.7 TANGIBLE PERSONAL PROPERTY . Except as set forth in Schedule 5.7 of the Disclosure Schedule:

(a) Title. Except as set forth on Schedule 5.7(a), the Company is in possession of and has good title to, or valid leasehold interests in or valid rights under Contract to use, all material tangible personal property (including, without limitation, all fixtures, leasehold improvements (other than floor and wall coverings), equipment (including computer hardware and communications equipment), whether or not such equipment constitutes a fixture under applicable Law, office, operating and other supplies, parts, furniture, and other tangible personal property of the Company) used in the conduct of the Business by the Company as presently conducted, including all tangible personal property reflected on the Latest Balance Sheet, and tangible personal property acquired since the Latest Balance Sheet Date, other than property disposed of since such date in the Ordinary Course of Business consistent with past practice. All such tangible personal property is free and clear of all Liens, other than Permitted Liens. No Person other than the Company owns or has any right to the use or possession of such tangible personal property other than lessors and licensors of such tangible personal property constituting leasehold interests or licenses.

(b) Condition. All of the assets of the Company are in good condition and repair consistent with industry standards (ordinary wear and tear excepted), and are useable in the Ordinary Course of Business. Except for tangible personal property having a fair market value of less than $2,500, Schedule 5.7(b) of the Disclosure Schedule lists all of the fixed assets of the Company and each item of tangible personal property owned by the Company and the location thereof. Schedule 5.7(b) of the Disclosure Schedule lists all leases of tangible personal property to which the Company is a party or is bound providing for annual lease payments in excess of $5,000, and the lessee and location of such leased tangible personal property.

SECTION 5.8 CONTRACTS . Schedule 5.8(a) of the Disclosure Schedule is a correct and complete list of each Material Contract of the Company. As used herein, the term “ Material Contract ” shall mean (i) all Contracts that require the Company to pay $25,000 or more, in the aggregate, or entitle the Company to receive $10,000 or more, in the aggregate, during any twelve (12)-month period, (ii) all mortgages, notes, bonds, and other similar instruments of Indebtedness or security to which the Company is subject and (iii) all Contracts that restrict any of the Company’s business activity anywhere in the world, excluding in the case of each of subclauses (i), (ii) and (iii) above such Contracts that (a) are terminable by the Company upon not more than thirty (30) days’ prior notice without penalty or payment, or (b) constitute purchase orders or sales of products or services in the Ordinary Course of Business on customary terms with a total value per Contract under $25,000. Correct and complete copies of the Material Contracts listed on Schedule 5.8(a) of the Disclosure Schedule have been delivered or made available to Buyer. Except as set forth on Schedule 5.8(b) of the Disclosure Schedule, the Company is not in material default and no event has occurred which with the giving of notice or the passage of time or both would constitute a material default by the Company under any Material Contract and, to the Knowledge of the Company, no event has occurred which with the giving of notice or the passage of time or both would constitute a default by any other party to any such Material Contract. Furthermore, no event has occurred which with the giving of notice or the passage of time or both would constitute a default by any other party to any of the Top 25 Material Contracts of the Company. To the Knowledge of the Company, each of the Material Contracts of the Company is in full force and effect, is valid and enforceable in accordance with its terms and is not subject to any claims, charges or set-offs. Furthermore, each of the Top 25 Material Contracts of the Company is in full force and effect, is valid and enforceable in accordance with its terms and is not subject to any claims, charges or set-offs. Except as set forth on Schedule 5.8(c) , all of the Material Contracts of the Company will continue in full force and effect without any change or modification resulting from the consummation of the transactions contemplated by this Agreement, without the necessity of obtaining any consent, approval, novation or waiver of any third party. Except as set forth on Schedule 5.8(d) of the Disclosure Schedule, the Company is not a party to, or bound by the provisions of, any Material Contract (including purchase orders, blanket purchase orders and agreements and delivery orders) that remains executory in whole or in part with any federal, state, local or foreign Governmental Authority or governmental body. Except as set forth on Schedule 5.8(e) of the Disclosure Schedule, no Material Contract of the Company is required to be treated as a capital lease by GAAP.

SECTION 5.9 REAL PROPERTY. No real property is owned by the Company. Schedule 5.9 of the Disclosure Schedule lists all real property used or held for use by the Company which is leased by the Company from third parties (the “ Leased Real Property ”), and indicates the notice addresses and the owners of the Leased Real Property. Except as otherwise described in Schedule 5.9 of the Disclosure Schedule, the Company is the sole legal and equitable holder of the leasehold interest it holds in the Leased Real Property and, to the Knowledge of the Company, possesses a valid leasehold interest thereto, free and clear of all Liens (other than Permitted Liens) that could impair the ability of the Company to realize the benefits of the rights provided to it under any lease, and the right to quiet enjoyment of such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property as of the Closing Date have heretofore been provided to Buyer. The Company has not exercised any option to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company in the conduct of the Business. Other than as set forth in Schedule 5.9 of the Disclosure Schedule, (a) to the Knowledge of the Company there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of the Leased Real Property, or any options or rights of first refusal with respect thereto; and (b) there are no parties (other than the Company) in possession of the Leased Real Property. To the Knowledge of the Company, within the last twelve (12) months, no notice from any Governmental Authority has been received by the Company or has been served upon the Leased Real Property requiring or calling attention to the need for any work, repair, construction, alteration or installation on or in connection with the Leased Real Property. To the Knowledge of the Company, no notice has been received by the Company stating that the buildings and improvements on the Leased Real Property, or the Business as presently conducted thereon by the Company, are not in compliance with any applicable Law.

SECTION 5.10 LITIGATION. Except as set forth in Schedule 5.10 of the Disclosure Schedule, there is no suit, action, proceeding, arbitration, mediation, claim or order pending or, to the Knowledge of the Company, threatened against the Company (or, to the Knowledge of the Company, pending or threatened against any of the current or former officers, directors or employees of the Company with respect to their service as an officer, director or employee of the Company) before any court, or before any governmental department, commission, board, agency, or instrumentality; nor, to the Knowledge of the Company, is there any reasonable basis for any such action, proceeding or investigation. Except as set forth in Schedule 5.10 of the Disclosure Schedule and/or other Schedules to the Disclosure Schedule, the Company (i) is not subject to any judgment, order or decree of any court or governmental agency; (ii) is not engaged in any legal action in which a claim has been filed to recover monies due it or for damages sustained by it; and (iii) has not received any opinion or memorandum or legal advice from counsel to the effect that it is exposed, from a legal standpoint, to any Liability which may be material to the business. Schedule 5.10 of the Disclosure Schedule, also sets forth a complete and correct list and description of all material claims, suits, actions, proceedings and, to the Knowledge of the Company, investigations made, filed or otherwise initiated against the Company, which have been resolved in the past two (2) years and the resolution thereof.

SECTION 5.11 COMPLIANCE WITH APPLICABLE LAWS. The Company (a) to the Knowledge of the Company is not, or has not been in the past five (5) years, in violation of any Law the violation of which would have a Material Adverse Effect, including, without limitation, regarding any alleged failure to possess any material, license, Permit, authorization or other approval, (b) has not received notice of any such material violation, and (c) has no Knowledge of the Company that any facts or circumstances exist which would reasonably be expected to cause the Company to be in any such material violation in the future, except as set forth on Schedule 5.11 of the Disclosure Schedule.

SECTION 5.12 Intentionally Omitted.

SECTION 5.13 CONDUCT OF BUSINESS . Except as set forth on Schedule 5.13 and/or other Schedules of the Disclosure Schedule or as contemplated or required by this Agreement or any of the Transaction Documents, since December 31, 2008, the Business of the Company has been conducted only in the Ordinary Course of Business consistent with past custom and practice, and the Company, to its Knowledge, has not incurred any liabilities of a type which are required under GAAP to be reflected on a balance sheet other than in the Ordinary Course of Business consistent with past custom and practice or as reflected in the Interim Financial Statements and there has been no Material Adverse Effect on the Company. Without limiting the generality of the foregoing and except as set forth on Schedule 5.13 of the Disclosure Schedule and/or other Schedules of the Disclosure Schedule, since December 31, 2008, the Company has not, except as contemplated or required by this Agreement or any of the Transaction Documents in the Ordinary Course of Business consistent with past practice:

(a) sold, assigned or transferred any material asset except for the sale of products in the Ordinary Course of Business, or mortgaged, pledged or subjected any material asset or the Leased Real Property to any Lien (other than Permitted Liens), charge or other restriction;

(b) sold, assigned, transferred, abandoned or knowingly permitted to lapse any licenses or Permits, or disclosed any material proprietary confidential information to any Person other than as set forth on Schedule 5.13 of the Disclosure Schedule other than in the Ordinary Course of Business;

(c) made or granted any increase in the compensation of any employee, or amended or terminated any existing employee plan, program, policy or arrangement, including, without limitation, any Employee Benefit Plan, or adopted any new Employee Benefit Plan other than in the Ordinary Course of Business;

(d) conducted its cash management customs and practices (including, without limitation, the timing of collection of receivables and payment of payables and other current liabilities) and maintained the books and records of the Company other than in the usual and Ordinary Course of Business;

(e) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction with any employee, officer, director, shareholder, agent or any of their Affiliates, or paid or otherwise distributed funds to any Affiliate of the Company in an amount in excess of $5,000 in the aggregate, other than payments of salary, bonuses, benefits and travel and expense reimbursements to employees, officers, directors and agents of the Company in the Ordinary Course of Business;

(f) suffered any extraordinary loss, damage, destruction or casualty loss to the Business or waived any rights of material value, whether or not covered by insurance and whether or not in the Ordinary Course of Business;

(g) changed any pricing, investment, financial reporting, inventory, credit, allowance, material Tax election, material Tax accounting method or accounting policy or practice, any method of calculating any bad debt, contingency or other reserve for accounting or financial reporting or Tax purposes, or its fiscal year;

(h) declared, set aside or paid any dividend or distribution of cash, the Shares or other property to any shareholder or purchased, redeemed or otherwise acquired any Shares, made any other payments to any shareholder or issued any Shares or granted any other equity (or phantom equity or similar interest) interest or option or right to acquire any Shares or other equity (or phantom equity or similar) interest;

(i) entered into any significant business transaction including but not limited to any merger, acquisition, joint venture or partnership transaction or any material incurrence of any Indebtedness (other than trade payables incurred and leases entered into in the Ordinary Course of Business), or formed any new corporate entity for the operation of the Business, other than in the Ordinary Course of Business;

(j) amended its certificate or articles of incorporation or bylaws (or other comparable corporate charter documentation) since the latest amendments made, or engaged in any merger, consolidation reorganization, reclassification, liquidation, dissolution or similar transaction; or

(k) committed to do any of the foregoing.

SECTION 5.14 ABSENCE OF QUESTIONABLE PAYMENTS. The Company has not, and none of its directors, officers, agents, employees, Affiliates or any other persons acting on its behalf has: (a) used or committed to use in violation of any applicable provincial, foreign, federal or state law any corporate funds for unlawful contributions, payments, gifts or entertainment, or made or committed to make any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds; (b) accepted or received any unlawful contributions, payments, expenditures or gifts; or (c) established or maintained any fund or asset that has not been recorded in the Books and Records of the Company as required by GAAP to facilitate any of the foregoing.

SECTION 5.15 INSURANCE. Schedule 5.15 of the Disclosure Schedule is a correct and complete list including policy numbers, carriers, amounts of coverage and expiration dates, of all insurance policies with respect to liability, property, workers’ compensation, directors’ and officers’ liability of the Company, correct and complete copies of which policies have been provided to Buyer. To the Knowledge of the Company, such policies are valid, binding and in full force and effect, and it is not in default thereunder. Schedule 5.15 of the Disclosure Schedule also contains a list of all pending claims filed by the Company with any insurance company and any instances within the previous five (5) years of a denial of coverage of the Company by any insurance company.

SECTION 5.16 PERMITS. Except as set forth on Schedule 5.16 and/or other Schedules of the Disclosure Schedule, (a) the Company holds all material Permits and approvals of Governmental Authorities necessary or desirable for its current conduct, ownership, use, occupancy or operation of its assets, the Business and the Leased Real Property; (b) upon the Closing, the Company and Buyer will hold or will be able to obtain without undue expense or delay all material Permits and approvals of Governmental Authorities necessary or desirable for the current conduct, ownership, use or operation of the Company’s assets in the Business, the Business and the Leased Real Property; and (c) the Company is and has been in the five (5) years immediately prior to the date hereof in material compliance with all material Permits and approvals held by the Company. To the Knowledge of the Company, none of the Permits or approvals held by the Company will require the consent, approval, novation or waiver of, or giving of notice to, any governmental entity or other third party in connection with the consummation of the transactions contemplated by this Agreement, and all such Permits and approvals will continue in full force and effect without any change or modification thereto after such consummation.

SECTION 5.17 EMPLOYEE BENEFIT PLANS

(a)  Schedule 5.17(a) of the Disclosure Schedule sets forth, a complete list of all Employee Benefit Plans. Except for the Employee Benefit Plans of the Company described on Schedule 5.17(a ) of the Disclosure Schedule, to the Company’s Knowledge, the Company has no material liability or potential material liability for any Employee Benefit Plan maintained or contributed to by a current or former Company Plan Affiliate.

(b) The Company has provided or made available to Buyer (to the extent applicable to the particular plan) complete copies of (i) each written Employee Benefit Plan sponsored by the Company, as currently in effect, together with audited financial statements for the Company’s 401(k) Plan; (ii) the most recent determination letter issued by the Internal Revenue Service with respect to such plan, if any; (iii) the Form 5500 Annual Reports for filed for such plan for the three (3) most recent plan years, if any; (v) the most recent summary plan description or summary of modifications distributed to participants in such plan, if any; and (iv) each other material document, explanation or communication which describes any relevant aspect of any such plan that is not disclosed in previously delivered materials. A description of any unwritten Employee Benefit Plans of the Company, including a description of any material terms of such plan, is set forth in Schedule 5.17(a) of the Disclosure Schedule. Schedule 5.17(a) of the Disclosure Schedule also sets forth a complete and accurate description, in all material respects, of the Company’s severance practices and lists all employment agreements containing severance benefits.

(c) Other than as set forth on Schedule 5.17(c) of the Disclosure Schedule, to the Company’s Knowledge, (i) each Employee Benefit Plan of the Company has been in material compliance and currently complies in all material respects in form and in operation with all applicable requirements under ERISA, the Code or any other applicable Law, and has been administered in all material respects in accordance with its terms; (ii) the Company has complied in all material respects with all applicable Law relating to such Employee Benefit Plans; and (iii) to the Knowledge of the Company, no act or omission has occurred and no condition exists with respect to any Employee Benefit Plan of the Company that could subject the Company to any material fine, penalty or excise tax imposed under any applicable Law.

(d) Neither the Company nor any Company Plan Affiliate has at any time during the last five years participated in or made contributions to or had any other liability with respect to, a plan which is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA or Section 3(37) of ERISA, a “multiple employer plan” within the meaning of Code Section 413(c), a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or a plan which is subject to Title IV of ERISA. The Company never participated in or made contributions to, or had any other liability with respect to, a plan or arrangement applicable to employees located outside the United States.

(e) There are no actions, suits or claims pending or, to the Company’s Knowledge, actually threatened with respect to any Employee Benefit Plan of the Company, or the assets thereof (other than routine claims for benefits).

(f) Except to the extent not reasonably likely to result in material Liability to the Company, with respect to any Employee Benefit Plan of the Company, to the Company’s Knowledge: (i) there has been no non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code, (ii) no Person has breached any fiduciary obligation, and (iii) no Person otherwise has any liability for any failure to act or comply in connection with the administration or investment of the assets of any such plan.

(g) Except for benefits that do not extend beyond the end of the month of termination of employment under the Company’s group health plan(s), no Employee Benefit Plan of the Company provides, at the expense of the Company, medical, health, life insurance or other welfare-type benefits to retirees or former employees, owners or consultants or individuals who terminate (or have terminated) employment with the Company, or the spouses or dependents of any of the foregoing, except for coverage required under applicable Law, including, without limitation, health care continuation coverage under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or similar state law; provided that beneficiaries/covered individuals pay the applicable premiums.

(h)  Schedule 5.17(h) of the Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans and any other arrangements that will result in any payment, acceleration, vesting or increase in benefits, or transfer of money, property or other consideration on account of or in connection with the transactions contemplated by this Agreement (either alone or together with any subsequent termination of employment) and not otherwise contemplated by this Agreement. The Company has no obligation to make “parachute payments,” within the meaning of Code Section 280G(b)(2), that are “contingent,” within the meaning of such Code Section and the Treasury Regulations promulgated thereunder, on the consummation of the transactions contemplated by this Agreement.

(i) Each Employee Benefit Plan of the Company can be amended, terminated or otherwise discontinued at any time in accordance with its terms without material liability to the Company. The Company is in good faith compliance with Code Section 409A.

SECTION 5.18 AFFILIATE TRANSACTIONS . Except (a) for customer relationships conducted on an ordinary arm’s-length basis or (b) as set forth in Schedule 5.18 of the Disclosure Schedule, neither the Company nor any Affiliate of the Company, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any supplier or customer of the Company, or in any Person from whom or to whom the Company has leased any real or personal property (any such interest being an “ Affiliate Transaction ”), except for transfers of cash, property or rights arising in the ordinary course pursuant to and in accordance with the terms of any employment or consulting agreements, complete and correct copies of which have been provided to Buyer, or the terms of which have been disclosed in the Disclosure Schedule. Schedule 5.18 of the Disclosure Schedule sets forth any existing commitments of the Company to engage in the future in any Affiliate Transactions.

SECTION 5.19 HEALTH, SAFETY AND ENVIRONMENT.

(a) Compliance; Permits. Except as set forth on Schedule 5.19(a) of the Disclosure Schedule, to the Company’s Knowledge (i) the Company is and at all times has been in compliance with all material Environmental and Safety Requirements applicable to its assets, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material Permits.

(b) No Hazardous Materials; No Releases. Other than as set forth on Schedule 5.19(b) of the Disclosure Schedule, except in compliance with all applicable Environmental and Safety Requirements, to the Knowledge of the Company (i) there are no Hazardous Materials on, in or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generated, manufactured, refined, or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycled, or processed any Hazardous Material at the Leased Real Property; and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property.

(c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist or have existed with respect to the Company, or its assets, the Leased Real Property or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably be expected to interfere in any respect with or prevent continued compliance in all material respects with applicable Environmental and Safety Requirements, or (ii) give rise to any common law or statutory Liability or otherwise form the basis of any legitimate claim, action, suit, proceeding, hearing or investigation against or involving the Company, its assets, the Leased Real Property or any of the Company’s facilities or operations thereon relating to environmental conditions.

SECTION 5.20 EMPLOYEES; SALARIES; PERSONNEL AGREEMENTS, PLANS AND ARRANGEMENTS.

(a)  Schedule 5.20(a) of the Disclosure Schedule contains a true, complete and correct list as of the date hereof setting forth (i) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on a salaried basis, (ii) the names, hire dates, current compensation rates and job titles of all individuals presently employed by the Company on an hourly basis, and (iii) the names and total annual compensation for all independent contractors who render material services on a regular basis to the Company. Except as set forth in Schedule 5.20(a) of the Disclosure Schedule and/or other Schedules of the Disclosure Schedule, or in the Ordinary Course of Business, no person listed thereon has received any bonus or increase in compensation since December 31, 2008, nor since that date has there been any unfulfilled promise to the employees listed on Schedule 5.20(a) of the Disclosure Schedule orally or in writing of any bonus or increase in compensation, whether or not legally binding, except for (i) increases in the Ordinary Course of Business consistent with the past compensation practices of the Company, and (ii) obligations incurred under existing Employee Benefit Plans or existing collective bargaining agreements of the Company. Except as provided in Schedule 5.20(a) of the Disclosure Schedule, to the Knowledge of the Company, no employee of the Company as of the date hereof intends to resign because of the consummation of the transactions contemplated by this Agreement.

(b) Except as listed on Schedules 5.17(a) or 5.20(b) of the Disclosure Schedule, or any other Schedule of the Disclosure Schedule, the Company is not a party to or obligated with respect to any (a) outstanding Material Contracts with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors or dealers, or (b) collective bargaining agreements or contracts with any labor union or other representative of employees or any employee benefits provided for by any such agreement. Correct and complete copies of all such documents have been made provided to Buyer. Except as set forth in Schedule 5.20(b) of the Disclosure Schedule, no strike, picketing, work stoppage, work slow down, to the Knowledge of the Company, union organizational activity, notice to bargain, charge or complaint of unfair labor practice, or, to the Knowledge of the Co