AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 10.1

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

ASCEND ACQUISITION CORP.,

(“Parent”)

ASCEND COMPANY LIMITED,

(“Amalgamation Sub”)

ePAK HOLDINGS LIMITED

(“EHL”)

AND

e.PAK RESOURCES (S) PTE. LTD.

(the “Company” or “EPR”)

DATED AS OF JULY 30, 2007

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“ Agreement ”) is made and entered into as of July 30, 2007 by and among Ascend Acquisition Corp., a Delaware corporation (“ Parent ”), Ascend Company Limited, a Bermuda limited company that is owned by Don K. Rice as nominee for Parent (“ Amalgamation Sub ”), ePak Holdings Limited (“ EHL ”), a limited liability company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China (“ Hong Kong ”), and e.Pak Resources (S) Pte. Ltd., a Singapore limited company and wholly owned subsidiary of EHL (“ Company ”). The term “ Agreement ” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively).

RECITALS

A. Upon the terms and subject to the conditions of this Agreement and in accordance with the applicable laws of the jurisdictions set forth on Schedule A hereto (the “ Applicable Corporate Laws ”), Parent, Amalgamation Sub, EHL and the Company intend to enter into a business combination, reincorporation and share transfer (collectively, the “ Acquisition ”) as set forth herein.

B. The boards of directors of each of Parent, Amalgamation Sub, the Company and EHL have determined that the Acquisition is fair to, and in the best interests of, their respective companies and stockholders.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows (defined terms used in this Agreement are listed alphabetically in Article IX, together with the Section and, if applicable, paragraph number in which the definition of each such term is located):

ARTICLE I

THE ACQUISITION

1.1 The Acquisition . At the Effective Time (as defined in Section 1.2), and subject to and upon the terms and conditions of this Agreement and the Applicable Corporate Laws, the parties hereto shall consummate the Acquisition, by which (a) all of the outstanding capital shares of Amalgamation Sub shall be transferred by Mr. Rice, as nominee for Parent, to Parent, (b) Parent shall then be immediately amalgamated with Amalgamation Sub (the “ Amalgamation ”), the separate corporate existence of each of Parent and Amalgamation Sub shall cease and the resultant, continuing entity shall bear the name of Amalgamation Sub (“ Continuing Corporation ”), (c) all of the outstanding securities of Parent shall be exchanged for securities of Continuing Corporation in like number and tenor and (d) concurrently therewith, Amalgamation Sub shall acquire all of the issued share capital of the Company (the “ Share Transfer ”).

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1.2 Effective Time; Closing . Subject to the conditions of this Agreement, the parties hereto shall concurrently cause the Acquisition to be consummated by filing with each jurisdiction set forth on Schedule A the certificates, articles and other transaction documents necessary to consummate the Acquisition (including, but not limited to, any notices, stock transfer forms, statutory declarations and payment of any transfer, stamp or duty taxes in accordance with Section 1.8(c) ) including, but not limited to, those described on Schedule A in accordance with the Applicable Corporate Laws (collectively, the “ Transaction Certificates ”). The time of the last such filing to be properly completed and become effective, or such later time as may be agreed in writing by the parties hereto and specified in the Transaction Certificates, shall be referred to herein as the “ Effective Time .” Unless this Agreement has been terminated pursuant to Section 8.1, the closing of the Acquisition (the “ Closing ”) shall take place at the offices of Graubard Miller, counsel to Parent, 405 Lexington Avenue, New York, New York 10174-1901 at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the “ Closing Date ”). Closing signatures may be transmitted by facsimile.

1.3 Effect of the Acquisition . At the Effective Time, the effect of the Acquisition shall be as provided in this Agreement and the Applicable Corporate Laws. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time:

(a) All the property, rights, privileges, powers and franchises of Parent and Amalgamation Sub shall vest in the Continuing Corporation, and all debts, liabilities and duties of Parent and Amalgamation Sub shall become the debts, liabilities and duties of the Continuing Corporation;

(b) All of the outstanding common stock (“ Parent Common Stock ”) and warrants of Parent (“ Parent Warrants ”) outstanding immediately prior to the Acquisition will be exchanged for common shares of Continuing Corporation (“ Continuing Corporation Common Shares ”) and warrants of Continuing Corporation having materially identical terms to the Parent Warrants (“ Continuing Corporation Warrants ”);

(c) All of the issued share capital of the Company shall be transferred to the Continuing Corporation in the Share Transfer and the Company shall become a wholly owned subsidiary of the Continuing Corporation; and

(d) In consideration for the transfer of all of the issued share capital of the Company to the Continuing Corporation, the Continuing Corporation shall issue Continuing Corporation Common Shares as provided in this Agreement.

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1.4 Articles of Association; Memorandum of Association .

(a) At the Effective Time, the Memorandum of Association and Bylaws of Amalgamation Sub shall become the Memorandum of Association and Bylaws of the Continuing Corporation; and

(b) At the Effective Time, the Articles of Association and Memorandum of Association of the Company shall remain the Articles of Association and Memorandum of Association of the Company.

1.5 Effect on Parent Securities . Subject to the terms and conditions of this Agreement, the following shall occur:

(a) immediately prior to the Effective Time, all of Parent’s outstanding publicly traded units shall be separated into their Parent Common Stock and Parent Warrant components and the units shall cease to exist;

(b) at the Effective Time, all of the outstanding shares of Parent Common Stock shall be immediately and automatically converted into the right to receive Continuing Corporation Common Shares (having the same material terms as the Parent Common Stock) on a one-for-one basis; and

(c) at the Effective Time, all of the outstanding Parent Warrants shall be immediately and automatically converted into the right to receive Continuing Corporation Warrants (having the same material terms as the Parent Warrants) on a one-for-one basis.

1.6 Effect on Capital Stock of Amalgamation Sub . At the Effective Time, all the common shares of Amalgamation Sub (the “ Amalgamation Sub Common Shares ”) issued and outstanding immediately prior to the Effective Time shall be terminated.

1.7 Purchase of Company Securities . At the Effective Time, the following shall occur:

(a) Purchase of Company Securities . Subject to the terms and conditions of this Agreement, at the Effective Time, EHL shall sell, transfer, assign, convey and deliver to Amalgamation Sub, and Amalgamation Sub shall purchase from EHL, all of the Company Securities (as defined in Section 2.3(a)), in exchange for the right of EHL to receive (i) the aggregate number of ordinary shares (the “ Transaction Shares ”) of Continuing Corporation Common Shares determined in accordance with Section 1.7(b), (ii) up to an aggregate of 442,625 additional Continuing Corporation Common Shares (“ Market Price Shares ”) if the market price of the Continuing Corporation Common Shares exceeds certain levels as provided in Section 1.14(a), (iii) the right to receive 442,625 additional Continuing Corporation Common Shares (“ Redemption Shares ”) upon redemption of the Continuing Corporation’s publicly traded warrants as provided in Section 1.14(c), and (iv) up to an aggregate of 265,575 additional

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Continuing Corporation Common Shares (“ EBITDA Shares ”) if the combined companies following the Acquisition generate annual EBITDA for fiscal 2008, 2009 and/or 2010 in excess of certain levels as provided in Section 1.14(b). The Transaction Shares, Market Price Shares, Redemption Shares and EBITDA Shares shall be referred to herein collectively as the “ Transaction Consideration .” The Transaction Consideration shall be issued by Continuing Corporation to EHL, subject to the terms and conditions set forth in this Agreement.

(b) Calculation and Adjustment of Transaction Shares .

(i) “ Ascend Trust Value ” shall mean the value of all amounts held in the Trust Fund as of immediately prior to the Closing, less the sum of all Parent Effective Time Liabilities (excluding the amounts to be paid to holders who convert their Parent Common Stock into a pro rata portion of the Trust Fund pursuant to Section B of the Sixth Article of Parent’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof); provided, that, for purposes of this Section 1.7(b), if such amount is within the range from and including $36,290,000 to and including $40,110,000, Ascend Trust Value shall be deemed equal to $38,200,000.

(ii) “ Ascend Outstanding Shares ” shall mean the number of shares of Parent Common Stock (including Parent Common Stock issuable upon the conversion or exercise of all outstanding options, warrants, rights (including conversion or preemptive rights) or other agreements for the purchase or acquisition from Parent or the Continuing Corporation (other than the Parent Warrants) and including the shares of Parent Common Stock to be converted into a pro rata portion of the Trust Fund pursuant to Section B of the Sixth Article of Parent’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof) outstanding as of immediately prior to the Closing.

(iii) “ EBITDA ” for purposes of this Section 1.7(b) shall consist of the Company’s consolidated operating earnings before interest expense and bank charges associated with borrowings, depreciation and amortization expense and taxes plus the sum of (A) the Company’s employee share options expense as required to be expensed off according to US GAAP or Singapore GAAP or Hong Kong GAAP, (B) amounts paid or accrued by the Company or EHL pursuant to Section 8 of that certain Shareholders Agreement dated January 18, 2005 among EHL and the “Investor Shareholders” and “Founder Shareholders” as defined therein, (C) all costs and expenses incurred by the Company and EHL related to the Acquisition and the preparation of this Agreement and all documents and agreements contemplated herein, including the fees and disbursements of counsel, financial advisors and accountants and fees and expenses resulting from the conversion of the Company’s financial statements to US GAAP and the audit thereof by Ernst & Young LLP, (D) fees and expenses resulting from the audit of the Company’s financial statements for fiscal 2007 by Ernst & Young LLP, and (E) losses associated with currency exchange translation, in each case incurred or accrued to the Company with respect to the period from July 1, 2006 through June 30, 2007 and $70,000 of expenses incurred by the Company in connection with activities related to GWA Capital Partners.

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(iv) “ EBITDA Factor ” shall mean the sum of (A) that number derived from multiplying EBITDA by 5.72, plus (B) the aggregate exercise price of all EHL Options (as defined below).

(v) “ EBITDA Factor Ratio ” shall mean quotient obtained by dividing (A) EBITDA Factor by (B) the sum of Ascend Trust Value plus EBITDA Factor.

(vi) “ Assumed Option Shares ” shall mean the aggregate number of Continuing Corporation Common Shares underlying all of the Assumed Options (as defined below).

(vii) On the date three (3) days prior to the Effective Time, Parent shall deliver to the Company a written good faith calculation of Ascend Trust Value as of the Effective Time, together with all financial statements and other information necessary to support such calculation (the “ Ascend Trust Value Calculation ”).

(viii) As soon as practicable following June 30, 2007 (but in no event later than August 15, 2007), the Company shall deliver to Parent a written good faith calculation of Interim EBITDA for the twelve (12) month period ended at June 30, 2007, together with all financial statements and other information reasonably necessary to support such calculation.

(ix) The number of Transaction Shares to be issued at Closing shall be equal to:

(EBITDA Factor Ratio x Ascend Outstanding Shares / (1 – EBITDA Factor Ratio)) – Assumed Option Shares

(x) Notwithstanding anything the contrary contained in this Agreement, for purposes of this Section 1.7(b), if EBITDA is (a) within the range from and including $6,341,250 to and including $7,008,750, EBITDA shall be deemed equal to $6,675,000; (b) equal to or less than $5,673,750, EBITDA shall be deemed to be $5,673,750; and (c) equal to or greater than $8,010,000, EBITDA shall be deemed to be $8,010,000.

(xi) As soon as practicable following the Effective Time (but no later than forty-five (45) days thereafter), the Continuing Corporation shall deliver to the Representative a final computation (the “ Parent Effective Time Liabilities Calculation ”) of the Parent Effective Time Liabilities. If the Representative agrees with the Parent Effective Time Liabilities Calculation or does not object to such computation within fifteen (15) days after its receipt of such computation by delivering a Parent Effective Time Liabilities Objection Notice (as defined below) to the Continuing Corporation, the Parent Effective Time Liabilities Calculation shall be deemed to be final and conclusive and shall be binding on the Continuing Corporation, EHL, the Representative and each of the holders of the capital stock of the Continuing Corporation. If the Representative

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disagrees with the Parent Effective Time Liabilities Calculation, the Representative shall, within fifteen (15) days after receipt of the Parent Effective Time Liabilities Calculation, deliver a notice (a “ Parent Liabilities Objection Notice ”) to the Continuing Corporation setting forth the Representative’s proposed calculation of the amount of Parent Effective Time Liabilities. The Committee, on behalf of the Continuing Corporation, and the Representative will use their respective commercially reasonable efforts to resolve any disagreements as to the computation of the amount of Parent Effective Time Liabilities, but if they do not obtain a final resolution within the 90-day period following the Closing, or there is otherwise a dispute with respect to the number of Transaction Shares issued at Closing, including a dispute with respect to any values used in the computation thereof pursuant to this Agreement, that is not resolved by the end of such period, the Committee or the Representative shall instruct the PCOAB-registered accounting firm then serving as Continuing Corporation’s independent accounting firm to review all of the above calculations and relevant financial information available at the time of such review and deliver a statement of its determination of each calculation in dispute, including the number of Transaction Shares that would have been issued at Closing had such accounting firm’s calculations been utilized at Closing (the “ Transaction Share True-up ”). The Transaction Share True-up shall be binding on the parties and any difference between the number of Transaction Shares issuable under the Transaction Share True-up and the actual number of Transaction Shares issued at Closing (the “ Actual Issuance ”) shall be remedied as follows: If the Actual Issuance is greater than the Transaction Share True-up (“ Overage ”), the number of Escrow Shares equal to the Overage shall be returned to Continuing Corporation from the Escrow as soon as practicable. If the number of Escrow Shares available in Escrow is not sufficient to make up 100% of the Overage, EHL (or the relevant recipients of Transaction Shares severally and not jointly) shall return to Continuing Corporation on demand, for cancellation, that number of Transaction Shares received by him or it necessary to fully cover the Overage. If the Transaction Share True-up is greater than the Actual Issuance (“ Shortage ”), Continuing Corporation shall, as soon as practicable, issue to EHL (or to such other persons as EHL instructs Continuing Corporation in writing) that number of additional Continuing Corporation Common Shares equal to the Shortage.

(c) Cancellation of Treasury and Parent-Owned Stock . At the Effective Time, all of the Company Securities held by the Company or owned by Amalgamation Sub, Parent or any direct or indirect wholly-owned subsidiary of the Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion or exchange in respect thereof.

(d) Adjustments to Exchange Ratios . The number of Continuing Corporation Common Shares to be issued under this Section 1.7 as a result of the Acquisition shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Continuing Corporation Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Continuing Corporation Common Shares or Company Securities occurring on or after the date hereof and prior to the date of issuance or payments thereof.

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(e) Fractional Shares . No fraction of a Continuing Corporation Common Share will be issued by virtue of the Acquisition, and each recipient who would otherwise be entitled to a fraction of a Continuing Corporation Common Share (after aggregating all fractional Continuing Corporation Common Shares that otherwise would be received by such holder) shall receive, up on compliance with Section 1.8, receive, in lieu of such fractional share, one (1) Continuing Corporation Common Share.

(f) Treatment of EHL Options .

(i) All options to purchase shares of EHL Ordinary Shares issued and outstanding immediately prior to the Effective Time under the ePak Holdings Limited Directors’ and Employees’ Shares Incentive Plan (“ EHL Options ”) shall, at the Effective Time, be deemed without any action on the part of any holder of EHL Options to have been, and shall be, assumed by the Continuing Corporation and each EHL Option shall become an option to acquire shares of Continuing Corporation Common Shares, on the same terms and conditions as were applicable under the EHL Option immediately prior to the Effective Time (collectively, the “ Assumed Options ”), except (i) that such Assumed Option shall be exercisable for that number of whole Continuing Corporation Common Shares equal to the product (rounded down to the nearest whole number of Continuing Corporation Common Shares) obtained by multiplying the number of shares of EHL Ordinary Shares issuable upon the exercise of such EHL Option immediately prior to the Effective Time by the Option Exchange Ratio (as defined below), and (ii) that the per share exercise price for the Continuing Corporation Common Shares issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing the exercise price per share of the EHL Ordinary Shares for which the EHL Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio. All Assumed Options that were deemed “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”), shall continue to be deemed “incentive stock options.” The Continuing Corporation shall file a registration statement on Form S-8 on or as practicable after the 91 ^st day after the Closing with respect to all shares of its common stock subject to the Assumed Options that may be registered on Form S-8 and shall use its commercially reasonable efforts to cause and maintain the effectiveness of such registration statement or any other registration statement under the Securities Act covering such shares for so long as such Assumed Options remain outstanding. EHL shall not grant any options under the ePak Holdings Limited Directors’ and Employees’ Shares Incentive Plan after the date hereof nor shall it change the terms of any currently outstanding EHL Options.

(ii) “ EHL Outstanding Shares ” shall mean the number of Ordinary Shares of EHL (including Ordinary Shares issuable upon the conversion or exercise of all outstanding EHL Options and A RCPS, B RCPS and C RCPS) outstanding as of immediately prior to the Closing.

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(iii) The “ Option Exchange Ratio ” shall be equal to:

[(EBITDA Factor Ratio x Ascend Outstanding Shares / (1 – EBITDA Factor Ratio))] / EHL Outstanding Shares

1.8 Issuance of Certificates; Uncertificated Shares .

(a) Issuance Procedures . At the Closing, Continuing Corporation shall issue to EHL, and EHL shall receive, certificates representing the Transaction Shares issuable pursuant to this Agreement, less the Escrow Shares (as defined in Section 1.13(a)).

(b) Required Withholding . Continuing Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

(c) Transfer Taxes . The Continuing Corporation shall pay any transfer, stamp or duty taxes (“ Stamp Taxes ”) resulting from the Share Transfer within fourteen (14) days after the Effective Date and any additional Stamp Taxes arising from any issuances of Transaction Consideration occurring after the Effective Date within fourteen (14) days after the date of each such issuance.

1.9 No Further Ownership Rights in Company Stock . All Continuing Corporation Common Shares issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the Company Securities and there shall be no further registration of transfers on the records of the Company of Company Securities that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates are presented to the Company or Continuing Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

1.10 Lost, Stolen or Destroyed Certificates . In the event that any certificates or other documents evidencing Company Securities (the “ Company Certificates ”) shall have been lost, stolen or destroyed, Continuing Corporation shall issue, in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the certificates representing the Continuing Corporation Common Shares that the Company Securities formerly represented by such Company Certificates were converted into; provided, however, that, as a condition precedent to the issuance of such certificates representing Continuing Corporation Common Shares, the owner of such lost, stolen or destroyed Company Certificates shall indemnify Continuing Corporation against any claim that may be made against Parent, the Continuing Corporation or the Company with respect to the Company Certificates alleged to have been lost, stolen or destroyed pursuant to a form of lost instrument agreement reasonably acceptable to the Continuing Corporation.

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1.11 Tax Consequences . It is intended by the parties hereto that the Acquisition and the Share Transfer each shall constitute a reorganization within the meaning of Section 368 of the Code. The Parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties acknowledge and agree that the capital stock of the Company owned by EHL and transferred to Amalgamation Sub in the Share Transfer constitutes at least 90% of the fair market value of the net assets of EHL and at least 70% of the fair market value of the gross assets of EHL. Amalgamation Sub has no present plan or intention to sell or dispose of the capital stock of the Company or any of the Company’s assets. After the Closing, Amalgamation Sub will continue or cause to be continued the historic business of the Company. Within 12 months after the Closing Date, EHL will liquidate, and distribute the Continuing Corporation Common Shares received as the Transaction Consideration (including the right to receive the Market Price Shares, the Redemption Shares and EBITDA Shares) in pursuance of the plan or reorganization. The Continuing Corporation will comply with the record-keeping and information filing requirements of United States Treasury Regulations § 1.368-3.

1.12 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further lawful action is reasonably necessary to effect the transactions required by this Agreement and to vest the Continuing Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Continuing Corporation and EHL will take all such lawful and reasonably necessary action.

1.13 Escrow .

(a) As the sole remedy for the indemnity obligations set forth in Article VII, at the Closing, Continuing Corporation shall deposit into escrow, to be held for the period beginning on the Closing Date and ending on the one year anniversary thereof (the “ Escrow Period ”) and for such further period as may be required pursuant to the Escrow Agreement referred to below, a number of Transaction Shares equal to 15% of the Transaction Shares plus the Assumed Option Shares (the “ Escrow Shares ”), all in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing between Continuing Corporation, the Representative referred to in Section 1.17 and Continental Stock Transfer & Trust Company, as Escrow Agent, in the form annexed hereto as Exhibit A (the “ Escrow Agreement ”).

(b) The Escrow Shares and the Escrow also shall be utilized to effectuate any reduction in the Transaction Shares as a result of the Transaction Share True-up in Section 1.7(b).

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1.14 Potential Additional Issuances .

(a) Contingent Share Issuance .

(i) In the event that the Last Reported Sales Price (as defined herein) of the Continuing Corporation Common Shares is equal to or exceeds one or more of the dollar amounts set forth in the table below under the caption “Share Price Trigger” on any twenty (20) Trading Days (as defined herein) during any thirty (30) consecutive Trading Day period (the “ Share Price Measurement Period ”) at any time during the period commencing on the Closing Date and ending on the 180th day thereafter (the “ Share Price Trigger Period ”), the Continuing Corporation will issue, and EHL (or its designees set forth in the Payment Schedule (as defined below)) will receive, the aggregate number of Market Price Shares for each and every corresponding Share Price Trigger met or exceeded as follows, for a total issuance of up to 442,625 Market Price Shares:

(ii) The term “ Last Reported Sales Price ” on any date shall mean the closing sale price per share of the Continuing Corporation Common Shares (or if no closing sale price is reported, the average of the closing bid and asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Continuing Corporation Common Shares is traded or, if same is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq Global Market or Nasdaq Capital Market or OTC-BB, as applicable. If the Continuing Corporation Common Shares is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq Global Market or Nasdaq Capital Market or OTC-BB on the relevant date, the Last Reported Sales Price will be the last quoted bid price for a Continuing Corporation Common Share in the over-the-counter market on the relevant date as reported by Pink Sheets LLC or similar organization.

(iii) The term “ Trading Day ” shall mean a day during which trading in securities generally occurs on the principal national securities exchange on which the Continuing Corporation Common Shares is then listed or, if not then listed on a national securities exchange, on the Nasdaq Global Market or, if not then quoted on the Nasdaq Global Market, on the principal other market or trading system on which the Continuing Corporation Common Shares is traded or quoted.

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(iv) Any Market Price Shares shall be issued by Continuing Corporation to EHL (or its designees set forth in the Payment Schedule) within ten (10) business days after the conditions in Section 1.14(a) have been satisfied.

(v) Each Share Price Trigger shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Continuing Corporation Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Continuing Corporation Common Shares occurring after the date hereof and prior to the termination of the Share Price Measurement Period.

(b) EBITDA Share Issuance .

(i) If the Continuing Corporation has combined consolidated EBITDA of $14,727,000 or more for the year ending December 31, 2008 as set forth in Continuing Corporation’s audited consolidated financial statements for the year ending December 31, 2008, EHL (or its designees set forth in the Payment Schedule) shall be entitled to receive an aggregate of 88,525 EBITDA Shares.

(ii) Additionally, if the Continuing Corporation has combined consolidated EBITDA of $24,268,000 or more for the year ending December 31, 2009 as set forth in Continuing Corporation’s audited consolidated financial statements for the year ending December 31, 2009, EHL (or its designees) shall be entitled to receive an aggregate of 88,525 additional EBITDA Shares.

(iii) Additionally, if the Continuing Corporation has combined consolidated EBITDA of $37,935,000 or more for the year ending December 31, 2010 as set forth in Continuing Corporation’s audited consolidated financial statements for the year ending December 31, 2010, EHL (or its designees) shall be entitled to receive an aggregate of 88,525 additional EBITDA Shares.

(iv) Any EBITDA Shares issuable under this Section 1.14(b) shall be delivered by the Continuing Corporation to each recipient within ten (10) business days after the date that the audit for the applicable fiscal year has been completed by Continuing Corporation’s independent auditing firm, which shall occur no later than ninety (90) days after the end of each applicable fiscal year unless otherwise agreed to in writing by the Representative.

(v) “ EBITDA ” for purposes of this Section 1.14(b) shall consist of the Company’s operating earnings before interest expense and bank charges associated with borrowings, depreciation and amortization expense and taxes plus the sum of (A) the Company’s employee share options expense as required to be expensed according to US GAAP, (B) amounts paid or accrued by the Company or the Continuing Corporation under the Bonus Plan (as defined herein), (C) costs and expenses incurred related to the

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Acquisition and the preparation of this Agreement and all documents and agreements contemplated herein, including the fees and disbursements of counsel, financial advisors and accountants and fees and expenses resulting from the conversion of the Company’s financial statements to US GAAP and the audit thereof by Ernst & Young LLP, (D) losses associated with currency exchange translation, (E) fees and expenses resulting from the audit of the Company’s financial statements by independent auditors of the Continuing Corporation, (F) costs and expenses associated with compliance with SEC reporting and compliance obligations, including but not limited to the Sarbanes-Oxley Act of 2002 and (G) expenses associated with the issuance of EBITDA Shares and the Redemption Shares, amounts to be paid to holders who convert their Parent Common Stock into a pro rata portion of the Trust Fund pursuant to Section B of the Sixth Article of Parent’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof and the exercise of the Continuing Corporation Warrants, in each case incurred or accrued to the Company during the applicable period.

(c) Redemption Share Issuance . If Continuing Corporation triggers a redemption of the Continuing Corporation Warrants, then, upon completion of the redemption of all of Continuing Corporation Warrants (or, in the event that any of the Continuing Corporation Warrants are exercised in connection with such redemption, the Continuing Corporation’s receipt of all funds related to any such exercise of any Continuing Corporation Warrants during the redemption period), the Continuing Corporation will issue, and EHL (or its designees set forth in the Payment Schedule) shall receive, an aggregate of 442,625 Redemption Shares within 10 business days thereafter.

(d) Additional Issuances as Additional “Purchase Price .” Any issuances of Market Price Shares, EBITDA Shares or Redemption Shares shall be deemed to have been made in consideration for the Acquisition and shall be deemed additional “purchase price” paid in the Acquisition.

(e) Payment Schedule . At or following the Closing, EHL will distribute the Transaction Consideration to the holders of its equity securities in connection with, or prior to, a plan of liquidation and dissolution to be approved by its shareholders. Upon such distribution, EHL shall deliver to the Continuing Corporation a schedule setting forth the name, address and percentage interest of each such securityholder in any Transaction Consideration to be paid thereafter pursuant to this Section 1.14 (the “ Payment Schedule ”). Any payment of Transaction Consideration pursuant to this Section 1.14 or distribution of the Escrow Shares shall thereafter be distributed in accordance with the Payment Schedule.

1.15 Rule 145 . Continuing Corporation Common Shares issued pursuant to this Agreement may be subject to certain resale restrictions to the extent required under Rule 145 promulgated under the Securities Act of 1933, as amended (“ Securities Act ”) and all certificates representing such shares shall bear an appropriate restrictive legend.

1.16 Recipient Issues . Prior to issuance of any Transaction Consideration by the Continuing Corporation (or distribution of same by EHL to its shareholders), EHL shall deliver to Continuing Corporation an executed certificate (“ Recipient Certificate ”) from EHL and any other recipient of Transaction Consideration in the form of Exhibit B hereto.

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1.17 Committee and Representative for Purposes of Escrow Agreement .

(a) Committee . At or prior to the Closing, the current stockholders of Parent who are parties to the Voting Agreement (as defined in Section 6.2(k)) shall designate one or more of the designees to the Continuing Corporation’s board of directors as a committee to act on behalf of Continuing Corporation and to take all necessary actions and make all decisions with respect to Continuing Corporation’s rights and obligations under the Escrow Agreement. In the event of a vacancy in such committee, the Board of Directors of Continuing Corporation shall appoint as a successor a Person who was a director of Parent prior to the Closing Date or some other Person who would qualify as an “independent” director of Continuing Corporation and who has not had any compensatory business relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VII hereof and the Escrow Agreement.

(b) Representative . Hock Voon Loo shall be appointed under the Escrow Agreement to represent the interests of the recipients of Transaction Consideration for purposes of the Escrow Agreement. If such Person ceases to serve in such capacity, for any reason, such Person shall designate his or her successor. Failing such designation within 10 business days after the Representative has ceased to serve, those members of the Board of Directors of Continuing Corporation who served as directors of the Company prior to the Acquisition shall appoint a successor. Such Person or successor is intended to be the “Representative” referred to in Section 1.13(a) and Article VII hereof and the Escrow Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES

Subject to, and except as set forth in, the exceptions set forth in Schedule 2 attached hereto (the “ Company Schedule ”), each of the Company and EHL hereby represents and warrants to, and covenants with, Parent, Amalgamation Sub and Continuing Corporation, as follows (as used in this Article II, and elsewhere in this Agreement, the term “Company” includes the Company and its Subsidiaries, as hereinafter defined, unless the context clearly otherwise indicates):

2.1 Organization and Qualification .

(a) The Company is a limited company duly organized, validly existing and in good standing under the laws of Singapore. EHL is a limited company duly incorporated, validly existing and in good standing under the laws of Hong Kong. The Company has the requisite company power and authority to own, lease and operate its assets and properties and to carry on the Company’s business as it is now being conducted. The Company is in possession of all franchises, licenses, permits and similar authority (“ Approvals ”) necessary to own, lease and

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operate its properties and to carry on the Company’s business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the certificate of incorporation, Memorandum of Association and Bylaws or other comparable governing instruments with different names (collectively referred to herein as the “ Company Charter Documents ”) of each of the Company and EHL, as amended and currently in effect, have been heretofore delivered to Parent or Parent’s counsel. Neither the Company nor EHL is in violation of any of the provisions of the Company Charter Documents applicable to it.

(b) The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each jurisdiction in which the Company is so qualified or licensed is listed in Schedule 2.1 .

(c) The minute books of the Company contain minutes of all meetings and consents in lieu of meetings of its Board of Directors (and any committees thereof), similar governing bodies and shareholders (“ Corporate Records ”) since the time of the Company’s organization and accurately reflect all actions by the directors and shareholders with respect to all transactions referred to in such minutes in all material respects. Copies of such Corporate Records of the Company have been heretofore delivered to Parent or Parent’s counsel.

(d) The share transfer, warrant and option transfer and ownership records of the Company contain true, complete and accurate records of the securities ownership as of the date of such records and the transfers involving the share capital and other securities of the Company since the time of the Company’s organization. Copies of such records of the Company have been heretofore delivered or made available to Parent or Parent’s counsel.

(e) EHL is a holding company and does not engage in any direct commercial operations of its own. Neither EHL nor any Subsidiary that is not wholly owned by the Company possesses any assets, properties or Approvals necessary for the Company to conduct its business as presently conducted.

2.2 Subsidiaries .

(a) The Company has no direct or indirect subsidiaries or participations in joint ventures other than those listed in Schedule 2.2 (the “ Subsidiaries ”). The Company owns all of the outstanding equity securities of the Subsidiaries, free and clear of all Liens (as defined in Section 10.2(e)). Except for the Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding

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understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated, to make any future investment in or capital contribution to any other entity.

(b) Each Subsidiary that is a corporation or limited company is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of formation (as listed in Schedule 2.2 ) and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or such Subsidiary. Complete and correct copies of the articles of association, memorandum of association, articles or certificates of incorporation, bylaws, articles of formation and/or operating agreement or similar formation and governance documents (collectively, the “ Subsidiary Charter Documents ” and, collectively with the Company Charter Documents, the “ ePak Charter Documents ”) of each Subsidiary, as amended and currently in effect, have been heretofore delivered to Parent or Parent’s counsel. No Subsidiary is in violation of any of the provisions of its Subsidiary Charter Documents.

(c) Each Subsidiary is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or such Subsidiary. Each jurisdiction in which each Subsidiary is so qualified or licensed is listed in Schedule 2.2 .

(d) The minute books of each Subsidiary contain minutes of all meetings and consents in lieu of meetings of its Board of Directors (and any committees thereof), similar governing bodies and stockholders since January 1, 2000 and accurately reflect all actions by such parties with respect to all transactions referred to in such minutes in all material respects. Copies of the Corporate Records of each Subsidiary have been heretofore been delivered or made available to Parent or Parent’s counsel.

2.3 Capitalization .

(a) The authorized share capital of the Company consists of 24,000,000 ordinary shares (“ Company Common Stock ”) and 10,000,000 Series B redeemable convertible preference shares of preferred stock (“ Company Preferred Stock ” and, collectively with the Company Common Stock, the “ Company Securities ”), of which 15,166,667shares of Company Common Stock and no shares of Company Preferred Stock, respectively, are issued and outstanding as of the date of this Agreement, all of which are validly issued, fully paid and nonassessable. All of the outstanding Company Common Stock and Company Preferred Stock is owned by EHL, free from all liens, charges and encumbrances other than restrictions on transfer under this under applicable securities laws.

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(b) As of the date of this Agreement, no Company Securities are reserved for issuance upon the exercise of outstanding options, warrants or other rights.

(c) All outstanding Company Securities have been issued and granted in compliance with (x) all applicable securities laws and other applicable laws and regulations, and (y) all requirements set forth in any applicable Company Contracts (as defined in Section 2.19), except where the failure to so comply would not have a Material Adverse Effect on the Company.

(d) Except as set forth in Schedule 2.3(d), there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company and/or EHL to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(e) There are no registration rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company.

(f) No outstanding Company Securities are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable agreement with the Company.

(g) The authorized and outstanding capital stock of each Subsidiary are set forth in Schedule 2.3(g) hereto. The Company owns all of the outstanding equity securities of each Subsidiary, free and clear of all Liens, either directly or indirectly through one or more other Subsidiaries. There are no outstanding options, warrants or other rights to purchase securities of any Subsidiary.

2.4 Authority Relative to this Agreement . Each of the Company and EHL has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company and EHL of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and EHL (including the approval by its Board of Directors and, in the case of EHL, its shareholders, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company or EHL are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to Applicable

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Corporate Law. This Agreement has been duly and validly executed and delivered by the Company and EHL and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Company and EHL, enforceable against each of them in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, winding-up, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5 No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Agreement by the Company and EHL do not, and the performance of this Agreement by the Company and EHL shall not, (i) conflict with or violate any of the Company Charter Documents, (ii) conflict with or violate any Legal Requirements (as defined in Section 10.2(b)), (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any Material Company Contracts or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Material Company Contract, including any “change in control” or similar provision of any Material Company Contract, except, with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Company.

(b) The execution and delivery of this Agreement by each of the Company and EHL does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any local, state, federal or foreign government or related agency or body (“ Governmental Entity ”) or other third party (including, without limitation, lenders and lessors, except (i) for applicable requirements, if any, of the Securities Act of 1933 (“ Securities Act ”), the Securities Exchange Act of 1934 (“ Exchange Act ”) or the securities laws of any state or foreign jurisdiction (the “ Blue Sky Laws ”), and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) the Transaction Certificates, (iii) the consents, approvals, authorizations and permits described in Schedule 2.5(b) hereto and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or, after the Closing, the Continuing Corporation, or prevent the consummation of the Acquisition or otherwise prevent the parties hereto from performing their obligations under this Agreement.

2.6 Compliance . Each of the Company and EHL is in compliance with and is not in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on

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the Company. Except as set forth in Schedule 2.6 , no written notice of non-compliance with any Legal Requirements has been received by the Company or EHL (and neither the Company nor EHL has any knowledge of any such notice delivered to any other Person). Neither the Company nor EHL is in violation of any term of any Material Company Contract (as defined in Section 2.19(a)(i)), except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company.

2.7 Financial Statements .

(a) The Company has provided to Parent the audited consolidated financial statements (including any related notes thereto) of the Company for the fiscal years ended December 31, 2006, 2005 and 2004 (the “ Audited Financial Statements ”). The Audited Financial Statements were prepared in accordance with the published rules and regulations of any applicable Governmental Entity and with the Singapore Financial Reporting Standard (“ Singapore GAAP ”), applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated. The Company also has provided to Parent the Audited Financial Statements (the “ US GAAP Converted Financials ”) as same has been converted to comply with generally accepted accounting principles of the United States (“ US GAAP ”) for the years ended 31 December 2006, 2005 and 2004. Upon the review and certification of the US GAAP Converted Financials (“ US GAAP Audited Financials ”), the US GAAP Audited Financials shall not indicate any material adverse changes to the financial results or condition of the Company on a consolidated basis as compared to the Audited Financial Statements or any other Material Adverse Effect on the Company and shall not render any other representation made by the Company or EHL in this Agreement materially untrue or inaccurate.

(b) The Company has provided to Parent a correct and complete copy of the unaudited consolidated financial statements (including, in each case, any related notes thereto) of the Company for the three month periods ended March 31, 2007 and March 31, 2006 (the “ Unaudited Financial Statements ”). The Unaudited Financial Statements were prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated and consistent with the US GAAP Converted Financials, and fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal audit adjustments.

(c) The books of account, minute books, stock certificate books and stock transfer ledgers and other similar books and records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth.

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(d) The accounts and notes receivable of the Company reflected on the balance sheets included in the Audited Financial Statements and the Unaudited Financial Statements (i) arose from bona fide sales transactions in the ordinary course of business, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet in which they are reflected and (iv) are not the subject of any legal actions or proceedings brought by or on behalf of the Company.

2.8 No Undisclosed Liabilities . Except as set forth in the Unaudited Financial Statements or Schedule 2.8 hereto, the Company has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to financial statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, except such liabilities arising in the ordinary course of the Company’s business since January 1, 2007, none of which would have a Material Adverse Effect on the Company.

2.9 Absence of Certain Changes or Events . Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements and except as contemplated herein, since March 31, 2007, there has not been: (i) any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the Company’s capital stock, (iv) any granting by the Company of any material increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company of any material bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company of any material increase in severance or termination pay or any entry by the Company into any currently effective employment, severance, termination or indemnification agreement or any agreement, in each case the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) entry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than (A) licenses in the ordinary course of business, (B) shrink-wrap, click-wrap or similar widely-available commercial end-user licenses, (C) implied licenses which may be contained in non-disclosure agreements entered into in the ordinary course of business and (D) licenses granted to the Company pursuant to employee proprietary information agreements (or similar agreements with current or former employees or consultants), or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, (vi) any material change by the Company in its accounting methods, principles or practices other than in connection with the conversion of the Audited Financial Statements to US GAAP and the audit thereof, (vii) any change in the auditors of the Company,

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(viii) any issuance of capital stock of the Company, (ix) any revaluation by the Company of any of its assets other than in the ordinary course of business, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, (ix) any redemption or purchase or agreement to redeem or purchase any of the Company’s share capital; (x) any surrender relating to group relief or any surrender of a tax refund, (xi) refusal of any insurance claim or settlement thereof below the current amount claimed; or (xii) any agreement, whether written or oral, to do any of the foregoing.

2.10 Litigation .

(a) Schedule 2.10(a) sets forth all claims, suits, actions or proceedings pending, or to the knowledge of the Company and EHL, threatened against the Company or EHL before any court, government department, commission, agency, instrumentality or authority, or any arbitrator.

(b) Except as disclosed in Schedule 2.10(b) hereto, there are no claims, suits, actions or proceedings pending or, to the knowledge of the Company and EHL, threatened against the Company or EHL before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which would reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse Effect on the Company or have a Material Adverse Effect on the ability of the parties hereto to consummate the Acquisition.

2.11 Employee Benefit Plans .

(a) Schedule 2.11(a) lists all employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active or former employee, director or consultant of the Company, or any trade or business (whether or not incorporated) which is under common control with the Company, with respect to which the Company has liability (individually, a “ Plan ” and, collectively, the “ Plans ”). All Plans have been maintained and administered in all material respects in compliance with their respective terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Plans. No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or, to the knowledge of the Company and EHL, is threatened, against or with respect to any Plan. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company and EHL, threatened by any governmental agency with respect to any Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Except as otherwise contemplated herein, the Company does not have any plan or commitment to establish any new Plan, to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law, in each case as previously disclosed to Parent in writing, or as required by this Agreement), or to enter into any new Plan. Each Plan can be amended,

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terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses and expenses for benefits accrued but not yet paid).

(b) Except as disclosed in Schedule 2.11 hereto and as otherwise contemplated herein, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any stockholder, director or employee of the Company under any Plan, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any benefits payable under any Plan.

2.12 Labor Matters . The Company is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company and the Company does not know of any activities or proceedings of any labor union to organize any such employees.

2.13 Restrictions on Business Activities . Except as disclosed in Schedule 2.13 hereto, to the knowledge of the Company and EHL, there is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or its assets or to which the Company is a party which contains provisions prohibiting or materially impairing any business practice of the Company, any acquisition of property by the Company or the conduct of business by the Company as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

2.14 Title to Property .

(a) All real property owned by the Company (including improvements and fixtures thereon, easements and rights of way for the benefit of the Company) is shown or reflected on the balance sheet of the Company included in the Unaudited Financial Statements. The Company has good, valid and marketable title to the real property owned by it, and except as set forth in the Unaudited Financial Statements or on Schedule 2.14(a) hereto, all of such real property is held free and clear of (i) all leases, licenses and other rights to occupy or use such real property and (ii) all Liens, rights of way, easements, restrictions, exceptions, variances, reservations, covenants or other title defects or limitations of any kind, other than liens for taxes not yet due and payable or being contested in appropriate proceedings in good faith, liens imposed by law and incurred in the ordinary course of business for obligations not past due to carriers, warehousemen, laborers, materialmen and the like, liens in respect of pledges or deposits under workers’ compensation laws or similar legislation and such liens or other imperfections of title, if any, as do not materially detract from the value of or materially interfere with the present use of the property affected thereby. Schedule 2.14(a) hereto also contains a list of all options or other contracts under which the Company has a right to acquire any interest in real property.

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(b) All leases of real property held by the Company, and all personal property and other property and assets of the Company owned, used or held for use in connection with the business of the Company (the “ Personal Property ”) are shown or reflected on the balance sheet included in the Audited Financial Statements, other than those entered into or acquired on or after December 31, 2006 in the ordinary course of business. The Company has good and marketable title to the Personal Property owned by it, and all such Personal Property is in each case held free and clear of all Liens, except for Liens disclosed in the Audited Financial Statements or in Schedule 2.14 hereto, liens for taxes not yet due and payable or being contested by the appropriate parties in good faith, liens imposed by law and incurred in the ordinary course of business for obligations not past due to carriers, warehousemen, laborers, materialmen and the like, liens in respect of pledges or deposits under workers’ compensation laws or similar legislation and such minor liens or other imperfections of title, none of which liens or encumbrances has or will have, individually or in the aggregate, a Material Adverse Effect on such property or on the present use of such property in the businesses of the Company.

(c) All leases pursuant to which the Company leases from others material real or Personal Property are, to the knowledge of the Company, valid and enforceable in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default of the Company or, to the knowledge of the Company and EHL, any other party (or any event which with notice or lapse of time, or both, would constitute a material default), except where the lack of such validity and effectiveness or the existence of such default or event of default would not reasonably be expected to have a Material Adverse Effect on the Company.

(d) The Company is in possession of, or has valid and effective rights to, all properties, assets and rights required for the conduct of its business as currently conducted in the ordinary course, except where the lack of such possession or rights would not reasonably be expected to have a Material Adverse Effect on the Company.

2.15 Taxes .

(a) Definition of Taxes. For the purposes of this Agreement, “ Tax ” or “ Taxes ” refers to any and all federal, state, local and foreign taxes, including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts.

(b) Tax Returns and Audits . Except as set forth in Schedule 2.15 hereto:

(i) The Company has timely filed all federal, state, local and foreign returns, estimates, information statements and reports relating to Taxes (“ Returns ”) required to be filed by the Company with any Tax authority prior to the date hereof, except such Returns which are not material to the Company. All such Returns are true, correct and complete in all material respects. The Company has paid all Taxes shown to be due and payable on such Returns.

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(ii) All Taxes that the Company is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable.

(iii) The Company has not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against the Company, nor has the Company executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(iv) To the knowledge of the Company and EHL, no audit or other examination of any Return of the Company by any Tax authority is presently in progress, nor has the Company been notified of any request for such an audit or other examination.

(v) No material adjustment relating to any Returns filed by the Company has been proposed in writing, formally or informally, by any Tax authority to the Company or any representative thereof.

(vi) The Company has no liability for any material unpaid Taxes which have not been accrued for or reserved in accordance with Singapore GAAP on the Company’s balance sheets included in the Audited Financial Statements or in accordance with US GAAP on the Unaudited Financial Statements, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company in the ordinary course of business, none of which is material to the business, results of operations or financial condition of the Company.

(vii) The Company has not taken any action and does not know of any fact, agreement, plan or other circumstance that is reasonably likely to prevent either the Acquisition or Share Transfer from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

(viii) The Company has no liability for the Taxes of any Person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local for foreign law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, or otherwise.

(ix) Neither the Company nor EHL is (i) a “controlled foreign corporation” (a “ CFC ”) within the meaning of Section 957 of the Code or (ii) a “passive foreign investment company (a “ PFIC ”) within the meaning of Section 1297 of the Code.

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2.16 Environmental Matters .

(a) Except as disclosed in Schedule 2.16 hereto and except for such matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, to the knowledge of the Company: (i) the Company has complied with all applicable Environmental Laws (as defined below); (ii) the properties currently operated by the Company (including soils, groundwater, surface water, air, buildings or other structures) are not contaminated with any Hazardous Substances (as defined below); (iii) the properties formerly owned or operated by the Company were not contaminated with Hazardous Substances during the period of ownership or operation by the Company or, to the knowledge of the Company and EHL, during any prior period; (iv) the Company is not subject to liability for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); (v) the Company has not caused any release or threat of release of any Hazardous Substance; (vi) the Company has not received any notice, demand, letter, claim or request for information alleging that the Company may be in violation of or liable under any Environmental Law; and (vii) the Company is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances.

(b) As used in this Agreement, the term “ Environmental Law ” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, common law or agency requirement relating to: (A) the protection, investigation or restoration of the environment, health and safety, or natural resources; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution or contamination.

(c) As used in this Agreement, the term “ Hazardous Substance ” means any substance that is: (i) listed, classified or regulated as hazardous, toxic or dangerous pursuant to any Environmental Law; or (ii) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon.

(d) Schedule 2.16(d) sets forth all environmental studies and investigations completed or in process with respect to the Company and/or its subsidiaries or their respective properties or assets, including all phase reports, that are known to the Company. All such written reports and material documentation relating to any such study or investigation has been made available by the Company to Parent.

2.17 Brokers; Third Party Expenses . The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby. Except pursuant to Sections 1.5 and 1.7, and as disclosed in Schedule 2.17 hereto, no shares of common stock, options, warrants or other securities of either the Company or Parent are payable to any third party by the Company as a result of this Acquisition.

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2.18 Intellectual Property . Schedule 2.18 hereto contains a description of all material Intellectual Property owned by the Company. For the purposes of this Agreement, the following terms have the following definitions:

“ Intellectual Property ” shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“ Patents ”); (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists; (iii) copyrights, copyrights registrations and applications therefor (“ Copyrights ”); (iv) software and software programs; (v) domain names and the uniform resource locators associated therewith; (vi) industrial designs and any registrations and applications therefor; (vii) trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor (collectively, “ Trademarks ”); (viii) all databases and data collections and all rights therein; (ix) all moral and economic rights of authors and inventors, however denominated, and (x) any proprietary rights that are similar or equivalent to any of the foregoing (as applicable).

“ Company Intellectual Property ” shall mean any Intellectual Property that is owned by, or exclusively licensed to, the Company, including software and software programs developed by or exclusively licensed to the Company (specifically excluding any off the shelf or shrink-wrap software).

“ Registered Intellectual Property ” means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any government or other legal authority.

“ Company Registered Intellectual Property ” means all of the Registered Intellectual Property owned by the Company.

“ Company Products ” means all current versions of products or service offerings of the Company.

(a) Except as disclosed in Schedule 2.18 hereto, (i) no Company Intellectual Property or Company Product is subject to any material proceeding before any Governmental Entity or outstanding decree, order, or judgment or any Governmental Entity restricting in any manner the use, transfer or licensing thereof by the Company, or which may affect the validity or enforceability of such Company Intellectual Property, (ii) nor is the Company a party to any written agreement that contains any stipulation or other provision that expressly restricts in any material manner the use, transfer or licensing of any Company Intellectual Property that is contained in Company Products, which in any of the foregoing such cases would reasonably be expected to have a Material Adverse Effect on the Company.

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(b) The Company owns or has enforceable rights to use all Company Intellectual Property required for the conduct of its business as presently conducted. Except as disclosed in Schedule 2.18 hereto and except for Company Intellectual Property that is exclusively licensed to the Company, the Company owns and has good and exclusive title to each material item of Company Intellectual Property owned by it free and clear of any Liens (excluding non-exclusive licenses and related restrictions granted by it in the ordinary course of business); and the Company is the exclusive owner of all material registered Trademarks and Copyrights among the Company Intellectual Property (except for Trademarks and Copyrights that are exclusively licensed to Company) that are used in connection with the operation or conduct of the business of the Company including the sale of any products or the provision of any services by the Company. To the Company’s knowledge, no proceeding before any Governmental Entity involving any Intellectual Property licensed to the Company is pending that, if adversely determined, would adversely affect the use or exploitation of such Intellectual Property by the Company.

(c) The use of any Company Intellectual Property in the operation of the business of the Company as such business currently is conducted, (i) with respect to Patents, to the Company’s knowledge, has not and does not infringe the Patents of any third party, and (ii) with respect to all other Intellectual Property, has not and does not infringe or misappropriate the Intellectual Property of any third party. The operation of the business of the Company as such business currently is conducted does not constitute unfair competition or trade practices under the laws of any jurisdiction in which the Company currently conducts business. The Company has not received any written claims or threats from third parties alleging any such infringement, misappropriation or unfair competition or trade practices.

2.19 Agreements, Contracts and Commitments .

(a) Except as set forth on Schedule 2.19(a) , the Company is not a party to any Material Company Contracts (as hereinafter defined). For purposes of this Agreement, (i) the term “ Company Contracts ” shall mean all contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, franchises, purchase orders, sales orders, and other understandings, commitments and obligations of any kind, whether written or oral, to which the Company is a party or by or to which any of the properties or assets of the Company may be bound or subject (including without limitation notes or other instruments payable to the Company) and (ii) the term “ Material Company Contracts ” shall mean (x) each Company Contract (I) providing for payments (present or future) to the Company in excess of $100,000 in the aggregate or (II) providing that the Company presently has any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $100,000, in each case other than purchase orders issued by or to the Company in the ordinary course of business, and (y) without limitation of subclause (x), each of the following Company Contracts:

(i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money from the Company by any officer, director, stockholder or holder of derivative equity securities of the Company (each such person, an “ Insider ”);

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(ii) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money from an Insider by the Company;

(iii) any guaranty, direct or indirect, by the Company, a Subsidiary or any Insider on the behalf of the Company of any obligation of a third party for borrowings, or otherwise, excluding endorsements made for collection in the ordinary course of business;

(iv) any Company Contract of employment or management, other than employee proprietary information agreements (or similar agreements with current or former employees or consultants);

(v) any Company Contract made other than in the ordinary course of business or (x) providing for the grant of any preferential rights to purchase or lease any asset of the Company or (y) providing for any right (exclusive or non-exclusive) to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of the Company other than purchase orders for the Company’s products or services entered into in the ordinary course of business;

(vi) any obligation to register any shares of the capital stock or other securities of the Company with any Governmental Entity;

(vii) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, material assets or stock of other Persons;

(viii) any collective bargaining agreement with any labor union;

(ix) any lease or similar arrangement for the use by the Company of real property or personal property (other than any lease of vehicles, office equipment or operating or other capital equipment made in the ordinary course of business where the annual lease payments for any such lease are less than $25,000);

(x) any agreement relating to Company Intellectual Property;

(xi) any distribution, manufacturing or supply agreement that is material to the business or operations of the Company other than purchase orders entered into in the ordinary course of business consistent with past practice;

(xii) any Company Contract granting or purporting to grant, or otherwise in any way relating to, any mineral rights or any other interest (including, without limitation, a leasehold interest) in real property; and

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(xiii) any Company Contract to which any Insider of the Company is a party, other than employee proprietary information agreements (or similar agreements with current or former employees or consultants).

(b) Each Material Company Contract was entered into at arms’ length and in the ordinary course, is in full force and effect and, to the knowledge of the Company and EHL, is valid and binding upon and enforceable against each of the parties thereto (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). True, correct and complete copies of all Material Company Contracts (or written summaries in the case of oral Material Company Contracts) have been heretofore delivered to Parent or Parent’s counsel.

(c) Except as set forth in Schedule 2.19(c) , neither the Company nor, to the knowledge of the Company and EHL, any other party thereto is in breach of or in default under, and, to the knowledge of the Company and EHL, no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Contract, and no party to any Material Company Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on the Company.

2.20 Insurance . Schedule 2.20 sets forth the Company’s insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors (collectively, the “ Insurance Policies ”). The insurances provided by such Insurance Policies are customary in amount and scope for companies similarly situated to the Company.

2.21 Governmental Actions/Filings .

(a) Except as set forth in Schedule 2.21(a) , the Company has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted), and true, complete and correct copies of which have heretofore been delivered or made available to Parent, except where the lack of such Governmental Actions/Filings would not reasonably be expected to have a Material Adverse Effect on the Company. Each such Governmental Action/Filing is in full force and effect, and the Company is in material compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

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(b) For purposes of this Agreement, the term “ Governmental Action/Filing ” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

2.22 Interested Party Transactions . Except as set forth in the Schedule 2.22 hereto, no Insider or a member of his or her immediate family or any affiliate thereof is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of such Persons, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other employee benefits made generally available to all employees. Except as set forth in Schedule 2.22 , to the knowledge of the Company and EHL, none of such individuals has any direct or indirect ownership interest in any Person with whom the Company is affiliated or with whom the Company has a contractual relationship, or in any Person that competes with the Company, except that each employee, stockholder, officer or director of the Company and members of their respective immediate families may own less than 5% of the outstanding stock in publicly traded companies that may compete with the Company. Except as set forth in Schedule 2.22 , to the knowledge of the Company and EHL, no Insider of the Company or EHL is, directly or indirectly, interested in any Material Company Contract with the Company (other than such contracts as relate to any such Person’s ownership of capital stock or other securities of the Company or such Person’s role with the Company).

2.23 Board Approval . The board of directors of each of the Company and EHL (including any required committee or subgroup thereof) has, as of the date of this Agreement, duly approved this Agreement and the transactions contemplated hereby.

2.24 Shareholder Approval . Prior to the date of execution of this Agreement, the board of directors and shareholders of EHL have approved the adoption of this Agreement and the Acquisition as required by its articles and memorandum of association and any other applicable corporate governance documents and all Applicable Corporate Law.

2.25 Suppliers; Customers . Schedule 2.25(a) sets forth the five largest suppliers to the Company (in terms of dollar volume) and indicates amounts paid by the Company to each such suppliers in the year ended December 31, 2006 and the three months ended March 31, 2007. Schedule 2.25(b) sets forth the five largest customers of the Company (in terms of dollar volume) and indicates amounts paid to the Company by each such customer in the year ended December 31, 2006 and the three months ended March 31, 2007.

2.26 Filing of Charges . All charges by or in favor of the Company have (if appropriate) been registered in accordance with the provisions of Section 131 of the Companies Act (Singapore), or comply with the necessary formalities as to registration or otherwise in any other relevant jurisdiction. The registered particulars of charges over assets of the Company are complete and accurate in all respects.

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2.27 Representations and Warranties Complete . The representations and warranties of the Company included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, when taken as a whole, do 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 contained therein not misleading, in light of the circumstance under which they were made.

2.28 Survival of Representations and Warranties . The representations and warranties of the Company set forth in this Agreement shall survive the Closing until the end of the Escrow Period.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND

AMALGAMATION SUB

Subject to the exceptions set forth in Schedule 3 attached hereto (the “ Parent Schedule ”), each of Parent and Amalgamation Sub represents and warrants to, and covenants with, the Company, as follows:

3.1 Organization and Qualification .

(a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Parent is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Complete and correct copies of the certificate of incorporation and bylaws of Parent, as amended and currently in effect, have been heretofore delivered or made available to the Company (collectively, the “ Parent Charter Documents ”). Parent is not in violation of any of the provisions of the Parent Charter Documents.

(b) Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

(c) Parent and its subsidiaries do not engage in any direct commercial operations.

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3.2 Subsidiaries .

(a) Except for Amalgamation Sub, all of the outstanding capital shares of which are owned by Mr. Rice as nominee for Parent (and all of which shares shall be transferred by Mr. Rice to Parent immediately prior to Closing), Parent has no Subsidiaries and does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Parent has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b) Amalgamation Sub is a limited company duly organized, validly existing and in good standing under the laws of the Bermuda and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Amalgamation Sub is not in violation of any of the provisions of its articles of association or memorandum of association (collectively, the “ Amalgamation Sub Charter Documents ” and, collectively with the Parent Charter Documents, the “ Ascend Charter Documents ”).

(c) Amalgamation Sub has no assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except such obligations and liabilities as are imposed under or incurred in connection with the consummation of this Agreement and the transactions contemplated hereby.

3.3 Capitalization .

(a) As of the date of this Agreement, the authorized capital stock of Parent consists of 30,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (“ Parent Preferred Stock ”), of which 8,556,667 shares of Parent Common Stock and no shares of Parent Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable.

(b) Except as set forth in Schedule 3.3(b) , (i) no shares of Parent Common Stock or Parent Preferred Stock are reserved for issuance upon the exercise of outstanding options to purchase Parent Common Stock or Parent Preferred Stock (“ Parent Stock Options ”) and there are no outstanding Parent Stock Options; (ii) no shares of Parent Common Stock or Parent Preferred Stock are reserved for issuance upon the exercise of outstanding warrants to purchase Parent Common Stock or Parent Preferred Stock, there are no other outstanding securities of Parent; and (iii) no shares of Parent Common Stock or Parent Preferred Stock are reserved for issuance upon the conversion of the Parent Preferred Stock or any outstanding convertible notes, debentures or securities (“ Parent Convertible Securities ”). All shares of Parent Common Stock and Parent Preferred Stock subject to issuance as aforesaid, upon issuance on the

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terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Parent Common Stock and Parent Warrants have been issued and granted in compliance with (x) all applicable securities laws and other applicable laws and regulations, and (y) all requirements set forth in any applicable Parent Contracts (as defined in Section 3.19), except where the failure to so comply would not have a Material Adverse Effect on Parent. Parent has heretofore delivered or made available to the Company true, complete and accurate copies of the form of Parent Warrants, including any and all documents and agreements relating thereto.

(c) The Continuing Corporation Common Shares to be issued in connection with the Acquisition, upon issuance in accordance with the terms of this Agreement, will be duly authorized and validly issued and such Continuing Corporation Common Shares will be fully paid and nonassessable and free from all claims, liens, charges, encumbrances and equities.

(d) Except as set forth in Schedule 3.3(d) or as contemplated by this Agreement or the Parent SEC Reports (as defined in Section 3.7), there are no registration rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreements or understandings to which the Parent is a party or by which the Parent is bound with respect to any equity security of any cl