EX-2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 6, 2005

Agreement and Plan of Merger

by and among

Progress Software Corporation,

PSC Merger Corp.,

Apama Inc.

and

Certain Stockholders of Apama Inc.

Dated as of

April 6, 2005

TABLE OF CONTENTS

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Agreement and Plan of Merger

     This Agreement and Plan of Merger (this “ Agreement ”) is made and entered into as of April 6, 2005, by and among Progress Software Corporation, a Massachusetts corporation (“ Parent ”), PSC Merger Corp., a Delaware corporation and a wholly owned first-tier Subsidiary of Parent (“ Merger Sub ”), Apama Inc., a Delaware corporation (the “ Company ”), and the persons named on Schedule I hereto (the “ Company Stockholders ”).

Recitals

     A. The respective Boards of Directors of Parent, Merger Sub and the Company have approved this Agreement, and declared advisable the merger of Merger Sub with and into the Company (the “ Merger ”) upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (“ Delaware Law ”).

     B. The respective Boards of Directors of Merger Sub and the Company have recommended this Agreement for adoption and approval by their respective stockholders, and each of the Company Stockholders, by his, her or its execution hereof, has consented to the Merger.

     In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

     1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

          (a) “ Acquisition Proposal ” shall mean any offer or proposal (other than an offer or proposal by Parent or Merger Sub) relating to, or involving: (A) any acquisition or purchase by any Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 15% beneficial ownership interest in the total outstanding voting securities of the Company or any of its Subsidiaries; (B) any tender offer or exchange offer that if consummated would result in any Person or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 15% or more of the total outstanding voting securities of the Company or any of its Subsidiaries; (C) any merger, consolidation, business combination or similar transaction involving the Company or any of its Subsidiaries pursuant to which the stockholders of the Company or such Subsidiary immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction; (D) any sale, lease, exchange, transfer, license (other than in the ordinary course of business), acquisition, or disposition of any material assets of the Company or any of its Subsidiaries; or (E) any liquidation or dissolution of the Company or any of its Subsidiaries.

          (b) “ CAA 2001 ” shall mean the Capital Allowances Act 2001 under the laws of England and Wales.

          (c) “ Commercially Available Software ” shall mean any commercially available third-party “off-the-shelf” software for which the aggregate fees have not exceeded, and are not

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reasonably expected to exceed, $2,500 per year or $10,000 for a perpetual license (regardless of the number of sites, users, seats, installed CPUs or other measurement criteria).

          (d) “ Company Common Stock ” shall mean the Series A Common Stock and Series B Common Stock of the Company.

          (e) “ Company Employee Plan ” shall mean any plan, program, policy, practice, contract, agreement, trust or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other benefits or remuneration of any kind, whether written or unwritten, funded or unfunded, which is or has been maintained, contributed to, or required to be contributed to, by any Group Company for the benefit of any Employee or any relative or dependent of any Employee, including (i) any stock, stock option, stock appreciation right, stock purchase, bonus, deferred compensation, pension, profit-sharing, commission, retirement, severance, retention, change of control, or similar plan, contract or arrangement, (ii) any provision in any staff handbook or written employment policies for any Group Company and (iii) any Company Pension Scheme.

          (f) “ Company Life Assurance Scheme ” shall mean the life assurance scheme established by a declaration of trust dated March 13, 2001 and insured with Canada Life.

          (g) “ Company Material Adverse Effect ” means any change, event, circumstance or effect (whether or not such change, event, circumstance or effect constitutes a breach of a representation, warranty or covenant regarding the Company in this Agreement) that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition, operations or results of operations of the Company and its Subsidiaries, taken as a whole.

          (h) “ Company Option ” shall mean each outstanding unexercised option to purchase Company Stock, whether or not vested or fully exercisable, granted under any Company Option Plan or otherwise.

          (i) “ Company Option Plan ” shall mean the Apama, Inc. Amended and Restated 2000 Equity Incentive Plan, including the Apama, Inc. 2000 Enterprise Management Incentives Sub Plan for the United Kingdom.

          (j) “ Company Pension Scheme ” shall mean (i) the Company Life Assurance Scheme, (ii) the group personal pension established originally with Scottish Amicable and to which the UK Subsidiary contributes, and (iii) any other scheme, agreement, arrangement or practice (whether formal or informal) in relation to which any Group Company has incurred, will incur or may be expected to incur any liability or responsibility (including any liability for contributions or expenses or for any shortfall in funding, or any liability as trustee or responsibility in respect of any discretionary power) for or in relation to the provision of (A) any relevant benefits (as defined in Section 612 TA 1988) for, in respect of or by reference to any present or former director, officer, employee of or person who has at any time agreed to provide services to any Group Company or (B) any benefits to be given by reason of disability or sickness for, in respect of or by reference to any person within clause (A).

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          (k) “ Company Preferred Stock ” shall mean the Series A Preferred Stock and Series B Preferred Stock of the Company.

          (l) “ Company Stock ” shall mean the Company Common Stock and Company Preferred Stock.

          (m) “ Company Stockholder Approval ” shall mean the affirmative vote by written consent in accordance with Section 228(a) of Delaware Law of the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock and Series B Preferred Stock (voting together with the shares of Company Common Stock as a single class) entitled to vote at a duly called meeting of stockholders of the Company and the separate affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock.

          (n) “ Company Stockholder Representative Fee ” shall mean a fee in the amount of $20,000 payable by the Company to the Company Stockholder Representative at the Closing.

          (o) “ Confidential Information ” shall mean any information concerning the business and affairs of Parent and its Subsidiaries or the Company and its Subsidiaries, as the case may be, that is not already generally available to the public, other than (i) information which becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, and (ii) information which becomes available to the applicable Party on a non-confidential basis from a Person who is not known or reasonably suspected by such Party to be bound not to disclose the information. All information concerning the business and affairs of Parent and its Subsidiaries and the Company and its Subsidiaries (including the information contained in the Company Disclosure Schedule) shall be presumed to be Confidential Information, and the applicable Party who receives such Confidential Information shall have the burden of proving that any such information is not Confidential Information.

          (p) “ Core Representations ” shall mean the representations and warranties in Sections 3.1(a), 3.1(b), 3.2, 3.3, 3.4 (other than subsection 3.4(b)(iii)), 3.7 and 3.19.

          (q) “ Employee ” shall mean any current, former or retired employee, officer or director of any Group Company.

          (r) “ Employee Agreement ” shall mean each management, employment, consulting, service, indemnification, relocation, repatriation, expatriation, visa, work permit or similar agreement or contract between any Group Company and any Employee or consultant, including any offer letters.

          (s) “ Encumbrances ” shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, restrictive covenant, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) and, in the case of leasehold real property, rent and service charges.

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          (t) “ Environmental Claim ” shall mean any notice alleging potential liability (including potential liability for investigatory costs, cleanup costs, response or remediation costs, natural resources damages, property damages, personal injuries, fines or penalties) arising out of, based on or resulting from (a) the presence, or release of any Environmental Material at any location, whether or not owned by that party or any of its affiliates or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law and which could have a Company Material Adverse Effect.

          (u) “ Environmental Laws ” shall mean any and all statutes, regulations and ordinances relating to the protection of public health, safety or the environment.

          (v) “ Environmental Material ” shall mean PCBs, asbestos, petroleum and its by-products, any substance that has been designated by any Governmental Entity or by applicable law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, and all other substances or constituents that are regulated by, or form the basis of liability under, any Environmental Law.

          (w) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          (x) “ FA 1996 ” shall mean the Finance Act 1996 under the laws of England and Wales.

          (y) “ Fraud Claims ” shall mean any Parent Claims arising out of or relating to fraudulent misrepresentations or actions by the Company or any Company Stockholder.

          (z) “ Governmental Entity ” shall mean any court, administrative agency or commission or other governmental or regulatory authority or instrumentality, foreign or domestic.

          (aa) “ Group Company ” shall mean any of the Company and its Subsidiaries.

          (bb) “ IP Representations ” shall mean the representations and warranties in Sections 3.9(c), 3.9(g), 3.9(k), and 3.9(l).

          (cc) “ Legal Requirement ” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

          (dd) “ Parties ” shall mean Parent, Merger Sub, the Company and the Company Stockholders.

          (ee) “ Person ” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

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          (ff) “ Series A Common Stock ” shall mean the Series A Common Stock, par value $0.001 per share, of the Company.

          (gg) “ Series B Common Stock ” shall mean the Series B Common Stock, par value $0.001 per share, of the Company.

          (hh) “ Series A Preferred Stock ” shall mean the Series A Preferred Stock, par value $0.001 per share, of the Company, consisting of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock.

          (ii) “ Series B Preferred Stock ” shall mean the Series B Preferred Stock, par value $0.001 per share, of the Company.

          (jj) “ Stockholder Action ” shall mean any action, suit, demand, proceeding, investigation or claim by any holder of Company Stock for actions or omissions by the Company or any of its directors, officers, employees, stockholders, affiliates or agents relating to the transactions contemplated by this Agreement based upon misrepresentation, lack of disclosure, oppression, duress, noncompliance with any Legal Requirement or otherwise in connection with this Agreement.

          (kk) “ Subsidiary ” of a specified entity shall mean any corporation, partnership, limited liability company, joint stock company, joint venture or other legal entity of which the specified entity (either alone or through or together with any other Subsidiary) owns, directly or indirectly, 50% or more of the stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such corporation or other legal entity.

          (ll) “ Success Fee ” shall mean a fee in the amount of $180,000 payable by the Company to Carlyle Europe Venture Partners, L.P. upon the Closing for services rendered in connection with the negotiation of this Agreement.

          (mm) “ TA 1988 ” shall mean the Income and Corporation Taxes Act 1988 under the laws of England and Wales.

          (nn) “ Tax ” or “ Taxes ” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, stamp duty, stamp duty land tax, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

          (oo) “ Tax Return ” shall mean any return (including any land transaction return), declaration, report, claim for refund, notice, accounting computations, assessment, election or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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          (pp) “ TCGA 1992 ” shall mean Taxation of Chargeable Gains Act 1992 under the laws of England and Wales.

          (qq) “ UK Companies Act ” shall mean the Companies Act 1985 under the laws of England and Wales.

          (rr) “ UK Subsidiary ” means Apama (UK) Limited, registered under the laws of England (company number 3022592).

          (ss) “ VAT Regulations 1995 ” shall mean the Value Added Tax Regulations 1995/2518 under the laws of England and Wales.

     1.2 The Merger . Upon the terms and subject to the conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”).

     1.3 Effective Time; Closing . Subject to the provisions of this Agreement, the Parties hereto shall cause the Merger to be consummated by filing a certificate of merger consistent with this Agreement with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “ Certificate of Merger ”), the time of such filing (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “ Effective Time ”, as soon as practicable on or after the Closing Date (as defined below). The closing of the Merger (the “ Closing ”) shall take place at the offices of Foley Hoag llp , Seaport World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts, at 10:00 a.m., Boston time, on the date hereof, or at such other time, date and location as the Parties hereto agree in writing (the “ Closing Date ”).

     1.4 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

     1.5 Certificate of Incorporation; Bylaws.

          (a) The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall read: “The name of the corporation is Apama, Inc.”

          (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

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     1.6 Directors and Officers . The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

     1.7 Effect on Capital Stock . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holders of Company Stock or the holders of any of the following securities:

          (a) Conversion of Capital Stock . At the Effective Time, each share of Company Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Stock to be canceled pursuant to Section 1.7(b) and any Dissenting Shares (as defined, and to the extent provided, in Section 1.15(a)), will be canceled and extinguished and automatically converted (subject to Section 1.7(d)) into the right to receive such portion of the Total Merger Consideration as shall be determined pursuant to the terms of the Certificate of Incorporation of the Company. Upon surrender of certificates representing shares of Company Stock in the manner provided in Sections 1.9 and 1.11, the holder thereof shall be entitled to receive, at such time as any portion of the Total Merger Consideration shall become payable to such holder pursuant to Sections 1.8 through 1.11 below, such portion of such Total Merger Consideration as shall be applicable to such holder’s ownership of Company Stock represented by such certificates. At the Effective Time, all of the outstanding and unexercised Company Options shall be canceled and extinguished.

          (b) Cancellation of Company-Owned and Parent-Owned Stock . At the Effective Time, each share of Company Stock held by the Company or owned by Merger Sub, Parent or any direct or indirect wholly owned Subsidiary of the Company or Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

          (c) Capital Stock of Merger Sub . At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“ Merger Sub Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of capital stock of the Surviving Corporation.

          (d) Adjustments to Merger Consideration . The applicable portion of the Total Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into any Company Stock), reorganization, recapitalization, reclassification or other like change with respect to any Company Stock occurring on or after the date hereof and prior to the Effective Time.

     1.8 Merger Consideration.

          (a) Total Merger Consideration . The total consideration into which all of the shares of Company Stock outstanding immediately prior to the Effective Time shall be converted (the “ Total Merger Consideration ”) shall consist of Twenty-Eight Million Two Hundred Thousand

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Dollars ($28,200,000) minus the sum of (i) the Outstanding Indebtedness, and (ii) the Excess Transaction Expenses.

          (b) Outstanding Indebtedness . The “ Outstanding Indebtedness ” shall mean all Indebtedness of the Company and its Subsidiaries as of the Effective Time. “ Indebtedness ” shall mean (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments and all reimbursement or other similar obligations in respect of letters of credit, bankers acceptances, or other similar financial products, (iii) all obligations or liabilities secured by any Encumbrance on any asset of the Company or any of its Subsidiaries, (iv) all obligations for the deferred purchase price of assets (other than trade debt incurred in the ordinary course of business consistent with past practice and repayable in accordance with customary trade practices), and (v) all obligations guaranteeing any monetary obligation of any Person other than the Company and its Subsidiaries that constitutes Indebtedness under any of clauses (i) through (iv) above. For the purposes of the preceding sentence, the term “ all obligations ” includes, without limitation, any and all principal, interest, fees and other costs.

          (c) Excess Transaction Expenses . The “ Excess Transaction Expenses ” shall mean the excess over $150,000 of all Transaction Expenses. The “ Transaction Expenses ” shall mean all costs and expenses incurred by the Company, its Subsidiaries or any Company Stockholder in connection with the negotiation, preparation and performance of this Agreement and the consummation of the transactions contemplated hereby, including (i) fees and disbursements of counsel and accountants related to the transactions contemplated hereby, (ii) any obligations of the Company or any of its Subsidiaries that become payable either as a result of the consummation of the transactions contemplated hereby alone or as a result of termination of employment in connection therewith (regardless of the amount of time that may lapse between the Closing Date and the date of such termination), including any such obligations under the agreements disclosed in Part 3.12(f) or Part 3.15(a) of the Company Disclosure Schedule, (iii) the Company Stockholder Representative Fee, (iv) the Success Fee and (v) any value added tax charged pursuant to the U.K. Value Added Taxes Act 1994 with respect to any of the foregoing. Prior to the Closing, the Company shall request that each of McDermott Will & Emery LLP and PricewaterhouseCoopers LLP provide to the Company a final invoice for all services rendered to the Company and its Subsidiaries through and including the Closing Date, which invoice shall include an estimate of the maximum amount of fees and disbursements expected to be incurred for services rendered to the Company and its Subsidiaries after the Closing Date. For purposes of clarity, Transaction Expenses shall not include (1) fees incurred by PricewaterhouseCoopers LLP in connection with tax planning advice for management of the Company in connection with the transactions contemplated hereby (except to the extent that such fees exceed $18,800, in which case the excess shall constitute Transaction Expenses), (2) the costs of the D&O Insurance under Section 6.7(c) (except to the extent that the costs thereof exceed $25,000, in which case the excess shall constitute Transaction Expenses), (3) amounts paid or payable by the Company to John Ashworth in connection with his execution of the release contemplated by Section 8.3(m) (except to the extent that any payments to John Ashworth exceed $40,000, in which case the excess shall constitute Transaction Expenses), or (4) any valued added tax charged pursuant to the U.K. Value Added Taxes Act 1994 with respect to any of the foregoing items in clauses (1) through (3).

          (d) Outstanding Indebtedness and Transaction Expenses Certificate . At the Closing, the Company shall deliver to Parent a certificate in substantially the form attached hereto

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as Exhibit A and satisfactory to Parent, dated the Closing Date and signed by the President and Chief Executive Officer and Chief Financial Officer of the Company, as to the Outstanding Indebtedness and the Transaction Expenses, which certificate shall provide an itemization, satisfactory to Parent, of each component of the Outstanding Indebtedness and the Transaction Expenses. Such certificate shall specify the name of each payee, the amount paid or payable to each payee, and the nature of the obligation giving rise to the payment.

          (e) Post-Closing Outstanding Indebtedness and Transaction Expenses. If, after the Closing, there shall be any Outstanding Indebtedness or any Excess Transaction Expenses not identified on the certificate delivered pursuant to Section 1.8(d), Parent shall so notify the Company Stockholder Representative and the Company Stockholders shall, jointly and severally, be obligated to pay such Outstanding Indebtedness or Excess Transaction Expenses within fifteen (15) business days of Parent’s notification to the Company Stockholder Representative.

     1.9 Surrender of Certificates; Delivery of Merger Consideration.

          (a) Surrender of Certificates by Company Stockholders . At the Closing, the Company Stockholders shall surrender to Parent original certificates that immediately prior to the Effective Time represent the outstanding shares of Company Stock converted into the right to receive the applicable portion of the Total Merger Consideration pursuant to Section 1.7 (the “ Certificates ”) (or, in the case of lost, stolen or destroyed certificates, affidavits in lieu thereof in accordance with Section 1.9(e)) held by them, whereupon Parent shall deliver to the Company Stockholder Representative by certified or bank check or wire transfer, for payment to the holders of Company Stock in accordance with this Article 1, an amount in cash equal to the Total Merger Consideration at the time of the Closing. The Certificates so surrendered shall forthwith be canceled.

          (b) Surrender of Certificates by Other Stockholders . Promptly after the Effective Time, Parent or the Surviving Corporation shall mail to each holder of record of a Certificate not surrendered at the Closing (i) a notice of the effectiveness of the Merger, (ii) a letter of transmittal in customary form (that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Parent or the Surviving Corporation and shall contain such other provisions as Parent or the Surviving Corporation may specify), and (iii) instructions for use in surrendering such Certificates and receiving the applicable portion of the Total Merger Consideration in respect thereof, if any. Upon surrender to Parent or the Surviving Corporation of a Certificate, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, (i) subject to the terms of this Article 1, the holder of such Certificate shall be entitled to receive, in exchange therefor, the applicable portion of the Total Merger Consideration in respect thereof, if any, and (ii) Parent or the Surviving Corporation shall promptly notify the Company Stockholder Representative of the receipt of such surrendered Certificate. Each Certificate so surrendered shall forthwith be canceled.

          (c) Right to Receive Merger Consideration . Until surrendered in accordance with the provisions of this Section 1.9, each outstanding Certificate (other than Certificates representing Dissenting Shares or shares of Company Stock to be canceled pursuant to Section 1.7(b)) will be deemed from and after the Effective Time, for all corporate purposes, to evidence

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only the right to receive the applicable portion of the Total Merger Consideration. No interest will be paid or accrued on any of the Total Merger Consideration.

          (d) Withholding . Each of the Company Stockholder Representative, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “ Code ”) or under any other applicable Legal Requirement. 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. Any such amounts withheld by the Company Stockholder Representative shall be paid as directed by Parent.

          (e) Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, the Person who is the record owner of such Certificate shall deliver to the Company or the Surviving Corporation an affidavit (in form and substance acceptable to Parent and the Surviving Corporation) with respect to such loss, theft or destruction. The Surviving Corporation may, in its discretion and as a condition precedent to the delivery of any portion of the Total Merger Consideration to such owner, require such Person to indemnify Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. The Company Stockholder Representative shall not deliver to such Person any portion of the Total Merger Consideration attributable to any such lost, stolen or destroyed Certificate until Parent shall notify the Company Stockholder Representative of such Person’s compliance with this Section 1.9(e).

          (f) Proper Endorsement of Surrendered Certificates . If the consideration provided for herein is to be delivered in the name of a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of such delivery that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such delivery shall pay any transfer or other Taxes required by reason of such delivery to a Person other than the registered holder of the Certificate, or that such Person shall establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.

     1.10 Allocation of Total Merger Consideration . The holders of Company Stock acknowledge and agree that the Merger and the other transactions contemplated by this Agreement constitute an Acquisition and a liquidation (as each such term is defined in the Certificate of Incorporation of the Company), and that the Total Merger Consideration shall be distributed in accordance with the terms of Section 4(a) of Article IV.B. of the Certificate of Incorporation of the Company, including (a) the payment in full of the amount to which the holders of Series B Preferred Stock are entitled pursuant to Section 4(a)(ii) of Article IV.B. of the Certificate of Incorporation of the Company prior to any distribution or payment to the holders of Series A Preferred Stock or Company Common Stock and (b) the payment in full of the amount to which the holders of Series A Preferred Stock are entitled pursuant to Section 4(a)(iii) of Article IV.B. of the Certificate of Incorporation of the Company prior to any distribution or payment to the holders of Company Common Stock. The Company Stockholders acknowledge and agree that the amount of the Total Merger Consideration may be insufficient to pay the full amount of the Series B

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Preference Amount and the Series A Preference Amount (as each such term is defined in the Certificate of Incorporation of the Company) and/or to pay any amount to the holders of Company Stock pursuant to Section 4(a)(iv) of Article IV.B. of the Certificate of Incorporation of the Company.

     1.11 Distribution of Merger Consideration.

          (a) Except as otherwise set forth in this Agreement, Parent shall deliver the Total Merger Consideration to the Company Stockholder Representative in accordance with Section 1.9, and the Company Stockholder Representative shall be solely responsible for distributing the Total Merger Consideration to the holders of Company Stock in accordance with this Article 1.

          (b) After the Effective Time, each holder of a Certificate (other than Certificates representing any shares of Company Stock to be canceled pursuant to Section 1.7(b) and any Dissenting Shares) shall be entitled to receive, subject to the terms of Section 1.9, the applicable portion of the Total Merger Consideration into which the shares of Company Stock represented by such Certificate were converted at the Effective Time; provided, however , that the Company Stockholder Representative shall not distribute any portion of the Total Merger Consideration attributable to any Certificate unless and until the Company Stockholder Representative shall have received written notice or acknowledgement from Parent or the Surviving Corporation that such Certificate has been surrendered in accordance with Section 1.9.

          (c) Notwithstanding anything to the contrary in this Section 1.11, neither the Company Stockholder Representative, Parent, the Surviving Corporation nor any Party hereto shall be liable to a holder of Company Stock or of any rights to receive any portion of the Total Merger Consideration for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

          (d) Any portion of the Total Merger Consideration which remains unclaimed by the holders of Company Stock on the first anniversary of the Effective Time shall be returned to the Surviving Corporation, upon demand, and any holders of Company Stock who have not theretofore complied with this Article 1 shall thereafter look to the Surviving Corporation only as general unsecured creditors thereof for payment of any portion of the Total Merger Consideration, without any interest thereon, that may be payable in respect of each share of Company Stock held by such holder.

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     1.12 No Further Ownership Rights in Company Stock . The applicable portion of the Total Merger Consideration issued upon the surrender of Certificates or issuable thereafter in accordance with this Agreement, if any, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Company Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article 1.

     1.13 Company Stockholder Representative.

          (a) In order to administer efficiently the distribution of the Total Merger Consideration and the defense and/or settlement of any Parent Claims for which the Company Stockholders may be required to indemnify members of the Parent Group (as defined in Section 7.1) pursuant to Article 7 hereof, the Company Stockholders, by their execution hereof, irrevocably appoint the Company Stockholder Representative as their agent, attorney-in-fact and representative (with full power of substitution in the premises), and, by his execution hereof, the Company Stockholder Representative hereby accepts such appointment. The Company Stockholder Representative shall initially be Carlyle Europe Venture Partners, L.P. At the Closing, the Company shall pay the Company Stockholder Representative Fee to the Company Stockholder Representative.

          (b) The Company Stockholders hereby authorize the Company Stockholder Representative to (i) receive the Total Merger Consideration for distribution to the Company Stockholders in accordance with Article 1 hereof, (ii) take all action necessary in connection with the defense and/or settlement of any Parent Claims for which the Company Stockholders may be required to indemnify members of the Parent Group pursuant to Article 7 hereof and (iii) give and receive all notices required to be given under this Agreement and the other agreements contemplated hereby to which the Company Stockholders or their respective properties or assets are subject.

          (c) In the event that the Company Stockholder Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Company Stockholders shall, by election of the Company Stockholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the voting power represented by the shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by the Company Stockholders, select another representative to fill such vacancy, and such substituted representative shall be deemed to be the Company Stockholder Representative for all purposes of this Agreement. If the position of Company Stockholder Representative shall remain vacant for more than fifteen days, Parent may designate any Company Stockholder as the Company Stockholder Representative, and such Company Stockholder shall serve as the Company Stockholder Representative until the Company Stockholders shall elect a successor pursuant to this Section 1.13(c).

          (d) All decisions and actions by the Company Stockholder Representative, including the defense and/or settlement of any Parent Claims for which the Company Stockholders may be required to indemnify members of the Parent Group pursuant to Article 7 hereof, shall be

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binding upon all of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

          (e) The Company Stockholders agree that:

          (i) Parent shall be able to rely conclusively on the instructions and decisions of the Company Stockholder Representative as to the settlement of any Parent Claims for indemnification of members of the Parent Group pursuant to Article 7 hereof or any other actions required to be taken by the Company Stockholder Representative hereunder, and no Party hereunder shall have any cause of action against any member of the Parent Group for any action taken by any member of the Parent Group in reliance upon the instructions or decisions of the Company Stockholder Representative;

          (ii) all actions, decisions and instructions of the Company Stockholder Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Company Stockholder Representative for any action taken or not taken, decision made or instruction given by the Company Stockholder Representative under this Agreement, except for fraud, gross negligence, willful misconduct or bad faith by the Company Stockholder Representative;

          (iii) the Company Stockholders shall indemnify and hold harmless, in proportion to their respective distributions of the Total Merger Consideration, the Company Stockholder Representative from all loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the Company Stockholder Representative’s execution and performance of this Agreement, except for fraud, gross negligence, willful misconduct or bad faith by the Company Stockholder Representative;

          (iv) the provisions of this Section 1.13 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; and

          (v) the provisions of this Section 1.13 shall be binding upon the heirs, legal representatives, successors and assigns of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the rights of the Company Stockholders hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution, assignment or otherwise.

          (f) All reasonable fees and expenses incurred by the Company Stockholder Representative in connection with this Agreement shall be paid by the Company Stockholders (in proportion to their respective distributions of the Total Merger Consideration), and the Company Stockholder Representative may deduct the appropriate amount of such fees and expenses from any distribution of the Total Merger Consideration in satisfaction of such obligation of the Company Stockholders; provided, however , that the Company Stockholder Representative shall, in connection with such distribution, promptly deliver to each Company Stockholder a reasonably detailed itemization of the fees and expenses so deducted.

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          (g) The Company Stockholder Representative covenants to promptly deliver all payments to be distributed by the Company Stockholder Representative pursuant to the terms of this Agreement.

     1.14 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub and the Company Stockholders will take all such lawful and necessary action. Parent shall cause Merger Sub to perform all of its obligations relating to this Agreement and the transactions contemplated hereby.

     1.15 Dissenters’ Rights.

          (a) Notwithstanding any provision of this Agreement to the contrary other than Section 1.15(b), any shares of Company Stock held by a holder who duly and validly demands appraisal of such shares in accordance with Delaware Law and is in compliance with all the provisions of Delaware Law concerning the right of such holder to demand appraisal of such shares in connection with the Merger and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights (“ Dissenting Shares ”), shall not be converted into or represent a right to receive any portion of the Total Merger Consideration pursuant to Section 1.7, but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under Delaware Law. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation.

          (b) Notwithstanding the provisions of Section 1.7(a), if any holder of shares of Company Stock who demands appraisal or purchase of such shares under Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal or purchase, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the applicable portion of the Total Merger Consideration, as provided in Section 1.7, without interest thereon, upon surrender of the certificate representing such shares in accordance with Section 1.9.

          (c) The Company shall give Parent (i) prompt notice of any written demands for appraisal or purchase of any shares of Company Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company which relate to any such demand for appraisal or purchase and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal or purchase under Delaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or purchase of Company Stock or offer to settle or settle any such demands.

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     1.16 Success Fee . At the Effective Time, the Company shall pay the Success Fee by check or wire transfer of immediately available funds.

Article 2
Representations and Warranties of the Company Stockholders

     Each Company Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub as follows:

     2.1 Organization . The Company Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

     2.2 Authority; Non-Contravention.

          (a) The Company Stockholder has all requisite power and authority (including all requisite power and authority as a corporation or other entity) to enter into this Agreement and to consummate the transactions contemplated hereby. If the Company Stockholder is not a natural person, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company Stockholder (including authorization by the board of directors or other managing body and by the stockholders or other securityholders of the Company Stockholder). This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

          (b) The execution and delivery of this Agreement by the Company Stockholder does not, and the performance of this Agreement by the Company Stockholder will not, (i) if the Company Stockholder is not a natural person, conflict with or violate the certificate of incorporation, by-laws or other organizational documents of the Company Stockholder in such a way as to cause a Company Material Adverse Effect or to affect adversely the ability of the Parties to consummate any of the transactions contemplated hereby, (ii) conflict with or violate any Legal Requirement applicable to the Company Stockholder or by which the Company Stockholder or any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation of an Encumbrance on any of the securities of the Company or any of its Subsidiaries pursuant to, any contract, agreement, instrument or other obligation to which the Company Stockholder is a party or by which the Company Stockholder or any of its properties or assets is bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any contract, agreement, instrument or other obligation to which the Company Stockholder is a party or by which the Company Stockholder or any of its properties or assets is bound or affected in connection with the execution and delivery by the Company Stockholder of this Agreement or the performance of this Agreement by the Company Stockholder.

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          (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person, is required to be obtained or made by the Company Stockholder in connection with the execution and delivery by the Company Stockholder of this Agreement or the performance of this Agreement by the Company Stockholder.

     2.3 Title to Company Stock . The Company Stockholder holds of record and owns the number of shares of Company Stock set forth next to the name of the Company Stockholder in Part 3.2(a) of the Company Disclosure Schedule (as defined below), free and clear of any Encumbrances.

     2.4 Waiver of Appraisal Rights . The Company Stockholder acknowledges that he, she or it (a) has received a copy of Section 262 of the Delaware Law from the Company, (b) is consenting in writing to the Merger pursuant to Section 228 of the Delaware Law and (c) is thereby waiving any right pursuant to Section 262 of the Delaware Law (or otherwise) to dissent from the Merger or to demand an appraisal by the Court of Chancery or any other Person of the fair value of the shares of Company Stock held by the Company Stockholder.

     2.5 Agreements with the Company . Except to the extent the Company Disclosure Schedule specifically names the Company Stockholder as a party thereto, neither the Company Stockholder nor any of its properties or assets is a party or otherwise subject to any contract, agreement, instrument or other obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound or affected.

     2.6 Brokers’ and Finders’ Fees . The Company Stockholder has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

     2.7 Financial Services and Markets Act 2000 . The Company Stockholder has not communicated with any other Company Stockholder in relation to the Merger or any of the other transactions contemplated hereby in breach of Section 21 of the UK Financial Services and Markets Act 2000 or engaged in any regulated activity in breach of Section 19 of such act.

Article 3
Representations and Warranties Regarding the Company

     The Company Stockholders jointly and severally represent and warrant to Parent and Merger Sub as set forth in this Article 3, subject to any exceptions expressly stated in the disclosure schedule delivered by the Company to Parent dated as of the date hereof and certified by a duly authorized officer of the Company (the “ Company Disclosure Schedule ”). Exceptions on the Company Disclosure Schedule shall specifically identify the representation to which they relate; provided, however, that any matter disclosed pursuant to one section or subsection of the Company Disclosure Schedule is deemed disclosed for such other sections or subsections of the Company Disclosure Schedule as, and only to the extent that, it is reasonably apparent that such matter relates to such other section or subsection of the Company Disclosure Schedule and the level of particularity and manner of disclosure of the matter expressly disclosed in one section or subsection

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of the Company Disclosure Schedule would make a reasonable person aware that such disclosure is relevant to such other sections or subsections.

     3.1 Organization; Subsidiaries.

          (a) Each of the Company and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) has the corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted; and (iii) is duly qualified or licensed to do business 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 where the failure to be so qualified would not have a Company Material Adverse Effect. Part 3.1 of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where the Company or any of its Subsidiaries is qualified or licensed to do business.

          (b) Other than the corporations identified in Part 3.1 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any capital stock of, or any equity interest of any nature in, any Person. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any written or oral agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of any nature under which it may become obligated to make any future investment in or capital contribution to any other Person. Neither the Company nor any of its Subsidiaries has at any time been a general partner of any general partnership, limited partnership or other Person. Part 3.1 of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity, and the ownership of all securities of such entity, including the direct or indirect equity interest of the Company and each of its Subsidiaries therein (all of which are held free and clear of all Encumbrances).

          (c) The Company has delivered or made available to Parent true and correct copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its Subsidiaries, each as amended to date (collectively, the “ Company Charter Documents ”), and each such instrument is in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

          (d) Part 3.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of the Company and its Subsidiaries.

          (e) The register of members and statutory books of the UK Subsidiary contain accurate records of the members of the UK Subsidiary and all the other information which they are required to contain under the UK Companies Act. All returns, particulars, resolutions and other documents required to be delivered by the UK Subsidiary to the UK Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Neither the Company nor any of its Subsidiaries has received any notice of any application of any intended application for the rectification of the register of members of the UK Subsidiary. Neither the Company nor any of its Subsidiaries has provided any financial assistance as defined in Section 152(1) of the UK

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Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. Neither the Company nor any of its Subsidiaries has any outstanding loan capital.

     3.2 Company Capitalization.

          (a) The authorized capital stock of the Company consists solely of 67,373,474 shares of Series A Common Stock, of which 289 shares are issued and outstanding on the date of this Agreement, 12,371,534 shares of Series B Common Stock, of which 10,670,452 shares are issued and outstanding on the date of this Agreement, 246 shares of Series A-1 Preferred Stock, 442 shares of Series A-2 Preferred Stock and 736 shares of Series A-3 Preferred Stock, all of which shares of Series A Preferred Stock are issued and outstanding on the date of this Agreement, and 55,000,000 shares of Series B Preferred Stock, of which 51,297,521 shares are issued and outstanding on the date of this Agreement. Except as aforesaid, there are no other authorized, issued or outstanding shares of capital stock of the Company. The outstanding shares of Company Stock are held of record by the Company Stockholders in the amounts set forth opposite their respective names in Part 3.2(a) of the Company Disclosure Schedule. All outstanding shares of Company Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. There are no shares of Company Stock held in treasury by the Company.

          (b) Part 3.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding on the date of this Agreement: (i) the name of the optionee; (ii) the number and type of shares of Company Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option expires, (vi) the Company Option Plan pursuant to which such Company Option was granted, and (vii) whether the exercisability of such Company Option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has delivered to Parent accurate and complete copies of each Company Option Plan and each form of stock option agreement evidencing any Company Options. Except as set forth in Part 3.2(b) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of any of the transactions contemplated hereby.

          (c) All necessary action has been taken to cause the termination or expiration of all Company Options no later than immediately before the Effective Time, including the acceleration of vesting, provision of notice of acceleration and the provision of an opportunity to each holder of a Company Option to exercise such option in full, in each case in accordance with Section 19 of the Company Option Plan. The Company has provided to Parent copies of each such notice provided to each holder of a Company Option.

          (d) The Company has delivered to Parent accurate and complete copies of all warrants to purchase securities of the Company issued by the Company since its inception. All such warrants have expired.

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          (e) All securities of the Company and its Subsidiaries have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments.

     3.3 Obligations With Respect to Capital Stock . Except as set forth in Parts 3.2(b) and 3.3 of the Company Disclosure Schedule, there are no equity securities, partnership interests or other ownership interests of any class, or any securities exchangeable or convertible into or exercisable for any of the foregoing, issued, reserved for issuance or outstanding with respect to the Company or, except as set forth in Part 3.1 of the Company Disclosure Schedule, with respect to any Subsidiary of the Company. Except as set forth in Part 3.2 or Part 3.3 of the Company Disclosure Schedule, there are no subscriptions, options, warrants, equity securities, convertible debt, partnership interests or other ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which it is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or repurchase, redeem or otherwise acquire, any equity securities, partnership interests or other ownership interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no voting trust, proxy, rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it is bound with respect to any equity security of any class of the Company or any equity security, partnership interest or other ownership interest of any class of any of its Subsidiaries.

     3.4 Authority; Non-Contravention.

          (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the obtaining of the Company Stockholder Approval of the adoption and approval of this Agreement and the Merger and the filing of the Certificate of Merger pursuant to Delaware Law. The Company Stockholder Approval is sufficient for the Company’s stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

          (b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to compliance with the requirements set forth in Section 3.4(c), conflict with or violate any Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective material properties or assets is bound or affected which could have a Company Material Adverse Effect, or (iii) except as set forth in Part 3.4(b)(iii) of the Company Disclosure Schedule, result in any

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material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Company’s (or a Subsidiary’s) rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective material properties or assets are bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound or affected in connection with the execution and delivery by the Company of this Agreement or the performance of this Agreement by the Company, except for such consents, waivers, approvals and notices the lack of which, individually or in the aggregate, would not result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the transactions contemplated hereby.

          (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person, is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified or licensed to do business, except in the case of this Section 3.4(c), where the failure to obtain any such consent, approval, order, authorization, registration, declaration or filing would not result in a Company Material Adverse Effect or affect adversely the ability of the Parties to consummate any of the transactions contemplated hereby.

     3.5 Financial Statements.

          (a) The Company Disclosure Schedule includes complete and correct copies of (a) the Annual Reports of each of the Company and the UK Subsidiary for the year ended March 31, 2004 and the Annual Reports of each of the Company and the UK Subsidiary for the year ended March 31, 2003, which include the consolidated and unconsolidated balance sheets of the Company and the unconsolidated balance sheet of the UK Subsidiary at March 31, 2004, 2003 and 2002, the consolidated and unconsolidated profit and loss accounts of the Company and the unconsolidated profit and loss accounts of the UK Subsidiary for the years ended March 31, 2004, 2003 and 2002 and consolidated cash flow statements of the Company and its Subsidiaries for the years ended March 31, 2004, 2003 and 2002, as reviewed by PricewaterhouseCoopers LLP, chartered accountants for the Company (including the footnotes thereto, the “ Annual Financial Statements ”), (b) the Company’s consolidated balance sheet (the “ Company Balance Sheet ”) at December 31, 2004, and related consolidated profit and loss account and cash flow statement for the nine months ended December 31, 2004 (including the footnotes thereto, the “ Interim Financial Statements ”) and (c) the Company’s consolidated balance sheet and related management reports (the “ Recent Company Balance Sheet ”) as of February 28, 2005 (the Annual Financial Statements, the Interim Financial Statements and the Recent Company Balance Sheet may collectively hereinafter be referred to as the “ Financial Statements ”). Each of the Financial Statements (i) was

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prepared in accordance with accounting principles, standards and practices generally accepted in the United Kingdom and approved by the Institute of Chartered Accountants of England and Wales (“ GAAP ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and (ii) fairly presented the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated, except that the Interim Financial Statements and the Recent Company Balance Sheet may not contain all the footnotes required by GAAP, and were or are subject to normal and recurring year-end adjustments that the Company does not reasonably expect to be material, individually or in the aggregate. Neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, except for liabilities (other than Indebtedness) reflected on the Recent Company Balance Sheet or incurred since the date of the Recent Company Balance Sheet in the ordinary course of business consistent with past practices.

          (b) The Company has not been notified by PricewaterhouseCoopers LLP or any other independent auditor that such auditor is of the view that any of the audited Financial Statements should be restated, or that the Company should modify its accounting for any period in a manner that would be materially adverse to the Company.

          (c) Neither the Company nor any of its Subsidiaries has applied for or received any governmental grant, allowance, loan subsidy or financial assistance. No circumstances have arisen or could arise as a consequence of events occurring on or before the date of this Agreement (including the execution, delivery and performance of this Agreement) as a result of which (i) any grant, subsidy, allowance or assistance received by the Company or any of its Subsidiaries is liable to be repaid; or (ii) any grant, subsidy, allowance or assistance for which the Company or any of its Subsidiaries has made application will not be paid or will be reduced.

     3.6 Absence of Certain Changes or Events.

          (a) Since the date of the Company Balance Sheet, there has not been: (i) any Company Material Adverse Effect, (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 or any of its Subsidiaries’ capital 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 its Subsidiaries or any grant or issuance of 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 or any of its Subsidiaries’ capital stock, (iv) any granting by the Company or any of its Subsidiaries of any increase in compensation or fringe benefits to any of their officers or employees, or any payment by the Company or any of its Subsidiaries of any bonus to any of their officers or employees, (v) any acquisition, sale or transfer of any material asset by the Company or any of its Subsidiaries other than software licenses granted by the Company to customers in the ordinary course of business and consistent with past practice, (vi) any change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (vii) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including writing off notes or accounts receivable, (viii) any granting by the Company or any of its Subsidiaries of any increase in severance or termination pay, (ix) any cancellation of any

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development, licensing, distribution, sales, services or other similar agreement with respect to any Intellectual Property Rights (as defined in Section 3.9), (x) any cancellation, compromise, waiver or release of any right or claim (or series of rights or claims) involving more than $20,000, (xi) any material damage, destruction or loss (whether or not covered by insurance) to any property or assets material to the conduct of the business of the Company and its Subsidiaries; (xii) any creation of any Encumbrance on any of the property or assets of the Company or any of its Subsidiaries, (xiii) any capital expenditure, or any commitment to make any capital expenditure, in excess of $15,000, (xiv) any creation of any Indebtedness in excess of $10,000, or (xv) any commitment to do anything described in this Section 3.6.

     3.7 Taxes.

          (a) Each Group Company has filed all Tax Returns that it was required to file under applicable Legal Requirements and has complied with all Legal Requirements in respect of all Taxes. All such Tax Returns were true, correct and complete in all respects and were prepared in substantial compliance with all applicable Legal Requirements. All Taxes due and owing by any Group Company (whether or not shown on any Tax Return) have been paid. No Group Company currently is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where any Group Company does not file Tax Returns that any Group Company is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any Group Company. No Group Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

          (b) No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Group Company. No Group Company has received any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against any Group Company. Part 3.7(b) of the Company Disclosure Schedule lists all Tax Returns filed with respect to any Group Company for taxable periods ended on or after March 31, 2001, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Company has delivered to Parent correct and complete copies of all such Tax Returns and all examination reports and statements of deficiencies assessed against or agreed to by any Group Company since March 31, 1998.

          (c) All transactions in respect of which any clearance or consent was required from any foreign, federal, state or local taxing authority have been entered into by any Group Company after such consent or clearance has been properly obtained, any application for such clearance or consent has been made on the basis of full and accurate disclosure of all relevant material facts and considerations and all such transactions have been carried into effect only in accordance with the terms of the relevant clearance or consent.

          (d) No Group Company is a party to or bound by any Tax allocation, Tax indemnity or Tax sharing agreement or arrangement. No Group Company (A) has been a member of any group filing a consolidated income Tax Return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any Person (other than any Group

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Company), as a transferee or successor, by contract, or otherwise. No Group Company is or will become liable to make to any Person (including any tax authority) any payment in respect of any liability to Tax of any other Person where that other Person fails to discharge the liability to Tax to which such Person is or may be primarily liable.

          (e) Part 3.7(e) of the Company Disclosure Schedule sets forth the following information with respect to each Group Company (or, in the case of clause (B) below, with respect to each of the Company’s Subsidiaries) as of the most recent practicable date (but not earlier than December 31, 2004): (A) the basis of the Group Company in its assets; (B) the basis of the Company in the stock of its Subsidiary (or the amount of any excess loss account); (C) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to the Group Company; and (D) the amount of any deferred gain or loss allocable to the Group Company arising out of any intercompany transaction.

          (f) The unpaid Taxes of the Group Companies did not, as of the date of the Recent Company Balance Sheet, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Recent Company Balance Sheet (rather than in any notes thereto). Since the date of the Recent Company Balance Sheet, no Group Company has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP.

          (g) The book value shown or adopted for the purposes of the accounts as the value of each of the assets of any Group Company on the disposal of which a chargeable gain or allowable loss could arise does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible under Section 38 of TCGA 1992. No balancing charge under the CAA 2001 (or any other legislation relating to capital allowances) would be made on any Group Company on the disposal of any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on a disposal of any other of those assets) or of any asset not in such a pool, on the assumption that the disposals are made for a consideration equal to the book value shown in or adopted for the purpose of the accounts for the assets in the pool or (as the case may be) for the asset.

          (h) No rents, interest, annual payments or other sums of an income nature in excess of $20,000 in the aggregate paid or payable by any Group Company or which any Group Company is under an existing obligation to pay in the future are wholly or partially disallowable as deductions, management expenses or charges in computing profits for the purposes of corporation tax. All interests, discounts and premiums in excess of $20,000 in the aggregate payable by any Group Company in respect of its loan relationships (within the meaning of Section 81 of the FA 1996) are eligible to be brought into account by the Group Companies as a debit for the purposes of Chapter II of Part IV of the FA 1996 at the time and to the extent that such debits are recognized in the statutory accounts of the Group Companies.

          (i) No Group Company is obliged to make or is entitled to receive any payment for group relief as defined in Section 402(6) of TA 1988 in respect of any period ending on or before the Closing, or any payment for the surrender of the benefit of an amount of advance corporation tax or any repayment of such a payment.

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          (j) No Group Company has been or is required by Schedule 28AA of TA 1988 to compute its profits or losses as if an arm’s length provision had been made instead of any actual provision. No Group Company has without the prior written consent of HM Treasury caused, permitted or entered into any of the transactions specified in Section 765 of TA 1988 (migration of companies). No Group Company holds shares in a company which is not resident in the United Kingdom and which would be a close company if it were resident in the United Kingdom in circumstances such that a chargeable gain accruing to the company not resident in the United Kingdom could be apportioned to the UK Subsidiary pursuant to Section 13 of TCGA 1992. No Group Company is holding or has held in the past seven years any interest in a controlled foreign company within Section 747 of TA 1988, and no Group Company has any material interest in an offshore fund as defined in Section 759 of TA 1988. All transactions or arrangements made by any Group Company have been made on fully arm’s length terms and there are no circumstances in which Section 770A of, or Schedule 28AA to, TA 1988 or, to the Company’s Knowledge, any other rule or provision could apply causing any Tax authority to make an adjustment to the terms on which such transaction or arrangement is treated as being made for Tax purposes. No Group Company owns or has owned any assets which are capital items subject to the capital goods scheme under Part XV of the VAT Regulations 1995.

          (k) Any document that may be necessary or desirable in proving the title of any Group Company to any asset which is owned by any Group Company at the Closing or any document which any Group Company may wish to enforce or produce in evidence is duly stamped for stamp duty purposes.

     3.8 Title to Properties.

          (a) Neither the Company nor any of its Subsidiaries holds any interest in real property, other than the leaseholds described in Part 3.8 of the Company Disclosure Schedule (such property being the “ Leased Real Property ”). Part 3.8 of the Company Disclosure Schedule lists all real property leases (including underleases, serviced office agreements and any licenses, consents and approvals required from the landlords and any superior landlords with respect to any such lease) to which the Company or any of its Subsidiaries is a party and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a claim against the Company or any of its Subsidiaries in excess of $10,000. Such leases permit the current occupation and use of such real property by the Company and its Subsidiaries. The Leased Real Property comprises all the real property occupied or otherwise used by the Company and its Subsidiaries.

          (b) Each of the Company and its Subsidiaries has good and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use