MERGER AGREEMENT

Exhibit 2.1

MERGER AGREEMENT

BY AND AMONG

VIGNETTE CORPORATION,

SILVER STREAM CORPORATION,

AND

MICRONETS, INC.

April 7, 2008

TABLE OF CONTENTS

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MERGER AGREEMENT

This Merger Agreement (the “ Agreement ”) is entered into as of April 7, 2008, by and among Vignette Corporation, a Delaware corporation (“ Parent ”), Silver Stream Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”) and MicroNets, Inc., a Delaware corporation (“ Company ”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (“ DGCL ”), Parent, Merger Sub and Company intend to enter into a business combination transaction.

B. The Boards of Directors of Company and Merger Sub (i) have determined that the merger of Merger Sub and the Company (the “ Merger ”) is consistent with and in furtherance of the long-term business strategy of Company and Merger Sub and fair to, and in the best interests of, Company and Merger Sub and their respective stockholders, (ii) have approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) have adopted resolutions declaring the Merger advisable and (iv) have determined unanimously to recommend that the stockholders of Company and Merger Sub, respectively, adopt this Agreement and approve the Merger.

C. The Board of Directors of Parent (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and fair to, and in the best interests of, Parent and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) has adopted a resolution declaring the Merger advisable.

D. The Parties desire to enter into this Agreement for the purpose of setting forth certain representations, warranties and covenants made by each to the other as an inducement to the execution and delivery of this Agreement, and to serve as conditions precedent to the consummation of the merger of Merger Sub into Company whereby Company will become a wholly owned subsidiary of Parent.

E. In connection with the Merger, each share of the Company’s Series A Preferred Stock (the “ Company Preferred Stock ”) shall be exchanged for cash upon the terms and subject to the conditions of this Agreement.

F. Concurrently with the execution of this Agreement and as a condition and inducement to Parent’s willingness to enter into this Agreement certain stockholders of Company are entering into agreements in the form attached hereto as Exhibit A (the “ Voting Agreements ”).

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G. At the time of the execution of this Agreement, certain Company employees to be identified by Parent will have (i) accepted employment with Parent by executing offer letters or (ii) executed agreements not to compete in any related business and not to solicit employees of Parent or Company.

NOW, THEREFORE, in consideration of these premises and of the mutual agreements, representations, warranties and covenants herein contained, the parties hereto do hereby agree as follows:

AGREEMENT

SECTION 1

1. Certain Definitions

1.1 Certain Definitions . As used in this Agreement, the following terms have the following meanings. Certain other terms are defined in the text of this Agreement.

“ Affiliate ” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person.

“ Company Capital Stock ” shall mean the Company Series A Preferred Stock and the Company Common Stock.

“ Knowledge ” shall mean with respect to a Party the actual knowledge of the Party’s officers and other managerial employees, after due and diligent inquiry of those other employees, consultants and contract workers of such Party whom such individuals have reason to believe would have actual knowledge of the matters represented.

“ Material Adverse Effect ” when used in connection with an entity means any change, event, violation, inaccuracy, circumstance or effect that is or would reasonably be expected to be materially adverse to the business, assets (including intangible assets), capitalization, prospects, condition (financial or otherwise) or results of operations of such entity and its subsidiaries taken as a whole; provided , however , that in no event shall (i) any change in the market price, trading volume or Nasdaq listing status of the Parent Common Stock, nor (ii) the failure by Parent to meet revenue or earnings forecasts of equity analysts reflected in the First Call consensus estimate, or any other revenue or earnings forecasts, for any period ending on or after the date of this Agreement, in and of itself constitute a Material Adverse Effect with respect to Parent; and provided further , however , that that none of the following shall be deemed to constitute a Material Adverse Effect with regard to any Party: any adverse change, event, development, or effect arising from or relating to (A) general business or economic conditions; (B) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), to the extent the same do not disproportionately affect such Party; (C) changes in GAAP; (D) the impact of this Agreement, the identity or business plans of the Parent or its Affiliates, or the announcement or consummation of the Merger on the Company’s relationships with customers, suppliers, distributors or partners; or (E) the taking of any action contemplated by the Transaction Documents.

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“ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Person” shall mean any individual, firm, corporation (including any non-profit corporation), general or limited partnership, company, limited liability company, trust, joint venture estate, association, organization, labor union or governmental entity.

“Pre-Closing Tax Period” shall mean any taxable period ending on or prior to the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“Preferred Stock Per Share Merger Consideration” shall mean (x) $5,250,000.00 minus the Closing Costs, divided by (y) 6,100,000. The Preferred Stock Per Share Merger Consideration shall be set forth on the Merger Consideration Schedule as the same shall be in effect as of the Closing.

“Reasonable Best Efforts” means best efforts, to the extent commercially reasonable.

“Straddle Period” shall mean any taxable period that includes but does not end on the Closing Date. The real, personal and intangible property Taxes (“ Property Taxes ”) imposed upon the Company allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and the Taxes (other than Property Taxes) imposed upon the Company allocable to the Pre-Closing Tax Period shall be computed as if such Taxable Period ended on the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Tax Period and the period after the Closing Date in proportion to the number of days in each period.

SECTION 2

2. The Merger .

2.1 Effective Time . As soon as practicable on or after the Closing Date (as defined herein), and upon the terms and subject to the conditions of this Agreement, the Parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing (or such later time as may be agreed upon in writing by Parent and Company and specified in the Certificate of Merger) being referred to herein as the “ Effective Time ”).

2.2 Closing . The closing of the Merger (the “ Closing ”) will take place as soon as practicable after satisfaction or waiver of the latest to occur of the conditions set forth in Section 8 hereof (the “ Closing Date ”), at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 900 South Capital of Texas Highway, Las Cimas IV, Fifth Floor, Austin, Texas 78746-5546.

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2.3 Effect of the Merger . At the Effective Time of the Merger, (i) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into Company (Merger Sub and Company are sometimes referred to herein as the “ Constituent Corporations ” and Company after the Merger is sometimes referred to herein as the “ Surviving Corporation ”), (ii) the Certificate of Incorporation of the Company shall be amended and restated in its entirety to read identically to the Certificate of Incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, (iii) the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation, (iv) the directors and officers of Merger Sub shall be the directors and officers of the Surviving Corporation and (v) the Merger shall, from and after the Effective Time of the Merger, have all the effects provided by applicable law.

SECTION 3

3. Effect of Merger; Exchange of Certificates .

3.1 Merger Consideration; Conversion of Company Capital Stock .

(a) Payment of Merger Consideration; Company Capital Stock . On the terms and subject to the conditions of this Agreement, the aggregate Merger Consideration to be paid by Parent (the “ Merger Consideration ”) shall consist of $6,550,000.00, $1,300,000.00 of which has been paid prior to the Effective Time to the Company in the form of convertible promissory notes. The balance of $5,250,000.00, reduced by the closing expenses to be paid by Parent as detailed on the Merger Consideration Schedule (the “ Closing Costs ”), shall be paid in accordance with this Section upon the Closing. As of the Effective Time of the Merger, each share of Company Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time of the Merger (other than shares, if any, held by persons exercising appraisal rights in accordance with Section 262 of the DGCL (“ Dissenting Shares ”) as provided in Section 3.5 below), shall, by virtue of the Merger and without any action on the part of Company stockholders, be converted into the right to receive the Preferred Stock Per Share Merger Consideration. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger will be cancelled without receiving any Merger Consideration.

(b) Merger Consideration Schedule . Attached hereto as Schedule 3.1(b) is a schedule (the “ Merger Consideration Schedule ”) reflecting the amount of cash payable under Section 3.1 hereof to each holder of the Company Capital Stock (as of the date hereof in the Company’s transfer books) determined in accordance with the terms hereof, including the mailing address for each holder and specifying the amount to be paid to such holder upon the Closing. No later than two (2) business days prior to the Closing Date, Company shall deliver to Parent a revised Schedule 3.1(b); provided that (i) all changes to such schedule must be reasonably acceptable to Parent and (ii) in no event will any such changes increase the aggregate amount of Merger Consideration.

3.2 Cancellation of Company-Owned Stock . Each share of Company Common Stock or Company Preferred Stock held by Company or any direct or indirect wholly-owned subsidiary of Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereto.

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3.3 Capital Stock of Merger Sub . Each share of the common stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

3.4 Treatment of Company Options and Warrants .

(a) Each option to purchase shares of Company Common Stock (a “ Company Option ”) that is not exercised prior to the Effective Time shall be terminated in accordance with the terms of the Company’s 2006 Long-Term Incentive Plan (the “ Company Option Plan ”). Within a reasonable period of time following the Closing Date, the Surviving Corporation shall notify each holder of a Company Option that the shares of Company Common Stock were exchanged for no Merger Consideration and that therefore the Company Option should be considered terminated.

(b) At the Effective Time, all warrants to purchase shares of the Company Capital Stock shall either have been terminated or exercised in accordance with the terms of such warrants.

3.5 Appraisal Rights .

(a) Notwithstanding anything to the contrary contained in this Agreement, any shares of Company Capital Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with Delaware Law 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 the right to receive cash in accordance with Section 3.1, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL.

(b) The Company shall give Parent (i) prompt notice of any demands for appraisal or purchase of any shares of Company Capital Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal 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 the Company Capital Stock or offer to settle or settle any such demands.

3.6 Exchange of Certificates .

(a) Exchange Agent . Prior to the Closing Date, Parent shall appoint itself as the exchange agent (the “ Exchange Agent ”) in the Merger.

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(b) Parent to Provide Cash . Promptly after the Effective Time of the Merger, Parent shall make available for exchange in accordance with this Section 3.6, through such reasonable procedures as Parent may adopt, the amount of cash issuable pursuant to Section 3.1.

(c) Exchange Procedures . The Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Capital Stock (the “ Certificates ”) whose shares are being converted into the Merger Consideration pursuant to Section 3.1 hereof (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent may reasonably specify) (the “ Letter of Transmittal ”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, in each case within five (5) business days after the Effective Time of the Merger or, in the case of each such holder who reasonably requests delivery thereof forthwith, as soon as such Letter of Transmittal and instructions become available before the Closing Date. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or, in lieu of such Certificate, an Affidavit (as defined below), together with such letter of transmittal, duly executed, the holder of such Certificate or Affidavit, as the case may be, shall be entitled to receive in exchange therefor the amount of cash to which the holder of Company Capital Stock is entitled pursuant to Section 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid to the holder of any outstanding Company Capital Stock. From and after the Effective Time of the Merger, until surrendered as contemplated by this Section 3.6(c), each Certificate shall be deemed for all corporate purposes to evidence the amount of cash into which the shares of Company Capital Stock represented by such Certificate have been converted. The Exchange Agent, or such agent or agents as may be appointed by Parent, shall be authorized to pay the cash attributable to any previously issued Certificate that has been lost or destroyed upon receipt of satisfactory evidence of ownership of Company Capital Stock represented thereby and of a reasonable affidavit of loss (an “ Affidavit ”).

(d) No Further Ownership Rights in Capital Stock of Company . The Merger Consideration delivered upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Capital Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Capital Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in Section 3.6(c); provided that the presenting holder is listed on Company’s stockholder list as a holder of Company Capital Stock.

(e) Required Withholding . Parent, the Surviving Corporation, the Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code (as defined below) or state, local or foreign 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.

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(f) No Liability . Notwithstanding anything to the contrary in this Section 3.6, neither the Parent or the Surviving Corporation shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

(g) No Further Transfers . At the Effective Time, holders of certificates representing shares of Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such Company Capital Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any of such shares of Company Capital Stock is presented to the Surviving Corporation or Parent, such stock certificate shall be canceled and shall be exchanged as provided in Section 3.6 hereof.

3.7 Taking of Necessary Action; Further Action . Parent, Merger Sub and Company shall take all such actions as may be necessary or appropriate in order to effect the Merger as promptly as possible. If, at any time after the Effective Time of the Merger, 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 Company, the officers and directors of such corporation are fully authorized in the name of the corporation or otherwise to take, and shall take, all such action.

3.8 Adjustments for Stock Splits . The share and per share information herein 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 or exercisable or exchangeable for Company Capital Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

SECTION 4

4. Representations and Warranties of the Company . The Company represents and warrants to Parent and Merger Sub, subject to such exceptions as are disclosed in writing in the disclosure schedule supplied by the Company to Parent dated as of the date hereof (the “ Company Schedule ”), which disclosure shall provide an exception to or otherwise qualify the representations or warranties of the Company contained in the section of this Agreement corresponding by number to such disclosure:

4.1 Organization; Subsidiaries .

(a) Each of the Company and its subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the requisite power and authority as a corporation or business entity to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is duly qualified or

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licensed as a foreign corporation or business entity to do business, and is in good standing, in each jurisdiction where the character of its 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 could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) A true and complete list of all of the Company’s subsidiaries, together with the jurisdiction of formation of each subsidiary and the percentage of each subsidiary’s outstanding capital stock or equity interests owned by the Company or another subsidiary of the Company is set forth in Section 4.1(b) of the Company Schedule. Other than the Company’s subsidiaries listed in Section 4.1(b) of the Company Schedule, neither the Company nor its subsidiaries owns, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. The Company has not agreed to make nor is obligated to make nor is bound by any written or oral agreement, contract, understanding, negotiable instrument, commitment or undertaking of any nature (a “ Contract ”) in effect 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.

4.2 Certificate of Incorporation and Bylaws . The Company has previously furnished to Parent a complete and correct copy of the Certificate of Incorporation and Bylaws for the Company and the equivalent organizational documents for each subsidiary, in each case as amended and in effect as of the date of this Agreement (together, the “ Company Charter Documents ”). Such Company Charter Documents are in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and none of the Company’s subsidiaries is in violation of any of the provisions of its equivalent organizational documents. Section 4.2 of the Company Schedule lists the directors and officers of the Company and each of the Company’s subsidiaries.

4.3 Capitalization

(a) As of the date of this Agreement, the entire authorized and issued capital stock of the Company and each of its subsidiaries consists of:

(i) 6,300,000 shares of Preferred Stock, all of which are designated as Series A Preferred, of which 6,100,000 shares are issued and outstanding, and 12,900,000 shares of Common Stock, of which (A) 3,600,000 shares are issued and outstanding and (B) 6,100,000 shares are reserved for issuance upon conversion of the Preferred Stock currently outstanding (collectively, “ Company Capital Stock ”).

(ii) 100 shares of Common Stock of the Company’s subsidiary, MicroNets Corporation, S.R.L. (“ MicroNets Romania ”), of which 100 are issued and outstanding (“ Subsidiary Capital Stock ”).

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(iii) All of the issued and outstanding shares of Company Capital Stock and Subsidiary Capital Stock set forth above have been duly authorized, are validly issued, fully paid, and non-assessable, are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right, or any similar right under any provision of the DGCL, the Company Charter Documents or any contract to which the Company or any subsidiary is a party or otherwise bound (in each case that has not been waived) and are held of record by the respective stockholders as set forth in the Merger Consideration Schedule (in the case of the Company) or by the Company (in the case of 99% of the outstanding shares of Common Stock of MicroNets Romania). Neither the Company nor any subsidiary has declared, nor is there accrued, any dividend or distribution with respect to any shares of Company Capital Stock or Subsidiary Capital Stock. None of the issued and outstanding shares of Company Capital Stock or Subsidiary Capital Stock has been issued in violation of any preemptive rights or rights to subscribe for or purchase securities.

(b) Section 4.3(b) of the Company Schedule lists all of the holders, as of the date of this Agreement, of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require the Company or any subsidiary to issue, sell or otherwise cause to become outstanding any of its capital stock (the “ Stock Rights ”), the number of shares of Company Capital Stock or Subsidiary Capital Stock subject to such Stock Rights and, if applicable, the number, class and series of Company Capital Stock or Subsidiary Capital Stock subject thereto, the date upon which each such Stock Right is exercisable, the exercise price per share, the expiration date and the vesting schedule of such Stock Rights. Each Stock Right was duly approved by the Company’s Board of Directors or by the equivalent authority of Micronets Romania as of the date of grant. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or its subsidiaries.

(c) Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Company has granted such Company Options or Stock Rights and the form of all stock option agreements and stock option grants evidencing such Company Options or Stock Rights.

(d) Except as set forth in Section 4.3(d) of the Company Schedule, there are no commitments or agreements of any character to which Company is bound obligating Company to accelerate the vesting of any Company Option or Stock Rights as a result of the Merger. All outstanding shares of Company Capital Stock, all outstanding Company Options or Stock Rights, and all outstanding shares of capital stock of each subsidiary of Company, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) in effect as of the time of grant and issuance and (ii) all requirements set forth in applicable Contracts by which Company is bound and which were in effect as of the time of grant and issuance. “ Legal Requirements ” means 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 court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “ Governmental Entity ”).

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(e) Except as set forth in Section 4.3(b) hereof or in Section 4.3(b) of the Company Schedule, as of the date hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive, purchase or conversion rights), commitments or agreements of any character to which the Company or any subsidiary is a party or by which it is bound obligating the Company or its subsidiaries 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, partnership interests or similar ownership interests of the Company or its subsidiaries or obligating the Company or its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(f) As of the date of this Agreement, there are no registration rights and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement currently in effect to which the Company or any subsidiary is a party or by which it is bound with respect to any equity security of any class of the Company or such subsidiary. Other than as contemplated by Section 3.5 hereof, stockholders of the Company or its subsidiaries will not be entitled to appraisal or dissenters rights under applicable state laws in connection with the Merger.

(g) As of the Closing Date, the Merger Consideration Schedule accurately reflects the allocation of the Merger Consideration in accordance with the Company Certificate of Incorporation and, to the Knowledge of the Company, contains accurate wire transfer instructions for the payments to the extent indicated therein.

4.4 Authority Relative to this Agreement . The Company has all necessary corporate power and authority to execute and deliver this Agreement and all the other agreements contemplated hereby (the “ Company Ancillary Agreements ”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Company Charter Documents, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Company Charter Documents). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and the exercise by courts of equitable powers.

4.5 No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Agreement by the Company does not, and the performance of its obligations under this Agreement by the Company will not, (i) conflict with or violate the Company Charter Documents or the equivalent organizational

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documents of its subsidiaries, (ii) subject to obtaining the vote of the Company’s stockholders in favor of the adoption of this Agreement and compliance with the requirements set forth in Section 4.5(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or its subsidiaries or by which their properties are bound or affected, or (iii) require any consent of a third party or 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 any provision of, or alter the rights or obligations of the Company or of any third party against or to the Company or its subsidiaries under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any liens, pledges, hypothecations, charges, mortgages, easements, security interests, claims, options, rights of first refusal, preemptive rights or similar restrictions or other encumbrances of any sort (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) (an “ Encumbrance ”) on any of the properties or assets of the Company or its subsidiaries pursuant to, any mortgage, Contract, permit, franchise or other obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or their properties are bound (a “ Company Obligation ”).

(b) Except as set forth on Schedule 4.5(b) of the Company Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company shall not, require the Company or its subsidiaries to obtain or make, at or prior to the Effective Time, any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, or third party except the filing and recordation of a Certificate of Merger, as required by the DGCL.

4.6 Legal Compliance; Permits .

(a) The Company and its subsidiaries are not, in any material respect, in conflict with, or in default or violation of, 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 or Company Obligation. No charge, complaint, claim, demand, notice, inquiry, investigation, action, suit, proceeding, hearing or review by any Governmental Entity, which, if determined adversely to the Company or its subsidiaries, would have a Company Material Adverse Effect, is pending or, to the Knowledge of the Company, being threatened against the Company or its subsidiaries, nor, to the Company’s Knowledge, has any Governmental Entity indicated to the Company or its subsidiaries in writing an intention to conduct the same.

(b) The Company and its subsidiaries hold all franchises, grants, authorizations, permits, licenses, variances, exemptions, easements, consents, certifications, orders and approvals from Governmental Entities which are necessary to the operation of the business of the Company (collectively, the “ Company Permits ”), and the Company and its subsidiaries are in compliance in with the terms of the Company Permits, with such exceptions as would not have, individually or in the aggregate, a Company Material Adverse Effect.

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4.7 Export Control Laws . Company and its subsidiaries have conducted their export transactions materially in accordance with applicable provisions of United States export control laws and regulations, including but not limited to the Export Administration Act and implementing Export Administration Regulations. Without limiting the foregoing:

(a) Company and its subsidiaries have obtained all export licenses and other approvals required for their exports of products, software and technologies from the United States;

(b) Company and its subsidiaries are in material compliance with the terms of all applicable export licenses or other approvals;

(c) There are no pending or, to the Company’s Knowledge, threatened claims against Company or its subsidiaries with respect to such export licenses or other approvals;

(d) To Company’s Knowledge there are no actions, conditions or circumstances pertaining to the export transactions of Company or its subsidiaries that may give rise to any future claims; and

(e) No consents or approvals for the transfer of export licenses to Parent are required, or such consents and approvals can be obtained expeditiously without material cost.

4.8 Financial Statements . Section 4.8 of the Company Schedule contains the following financial statements for the Company (collectively, the “ Financial Statements ”): (i) an unaudited balance sheet and statements of income and cash flows as of and for the fiscal year ended December 31, 2005; (ii) audited consolidated balance sheet and statements of income and cash flows as of and for the fiscal year ended December 31, 2006, accompanied by a report of the Company’s independent registered public accounting firm; and (iii) an unaudited balance sheet and statements of income and cash flows (the “ Most Recent Financial Statements ”) as of and for the 12-month period ended December 31, 2007 (the “ Most Recent Fiscal Period End ”). The Financial Statements (including the notes thereto) are true and correct and have been prepared in accordance with generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods covered thereby, with the exception of the financial results of MicroNets Romania, which results have been accounted for as a single-expense line item in the 2007 unaudited financial statements. The Financial Statements present fairly the financial condition of Company as of such dates and the results of operations of Company for such periods; provided , however , that the Most Recent Financial Statements lack footnotes, have not been consolidated with MicroNets Romania and are subject to normal, year-end adjustments that will not, either individually or in the aggregate, be material. The books of account of Company reflect in all material respects, as of the dates shown thereon, all items of income and expenses, and all assets, liabilities and accruals of Company required to be reflected therein. In addition, Section 4.8 of the Company Schedule contains the following financial statements of Micronets Romania (“ MR Financials ”): unaudited balance sheet and statement of income. The MR Financials are true and correct in all material respects and have been prepared in accordance with applicable Romanian accounting standards. Section 4.8 of the Company schedule also sets forth a balance sheet of the Company as of the date of this Agreement; such balance sheet is correct in all material respects.

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4.9 No Undisclosed Liabilities . Except as set forth in Schedule 4.9 of the Company Schedule, neither the Company nor any of its subsidiaries has any debts, claims, commitments, liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, asserted or unasserted, that would be disclosed in financial statements, including the notes thereto, prepared in accordance with GAAP, except liabilities (i) provided for in the Financial Statements or (ii) incurred since the Most Recent Fiscal Period End in the Ordinary Course of Business and that are not material, individually or in the aggregate, in amount. The Company knows of no basis for the assertion against the Company or any of its subsidiaries of any other liability or loss contingency for which a reserve is required to be disclosed in the Financial Statements in accordance with GAAP that is not disclosed. Section 4.9 of the Company Schedule lists all debts, claims, commitments, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, asserted or unasserted, that are required to be disclosed in financial statements, including the notes thereto, prepared in accordance with GAAP.

4.10 Absence of Certain Changes or Events . Except as set forth in Section 4.10 of the Company Schedule, since the Most Recent Fiscal Period End:

(a) there has not been any Material Adverse Effect on Company;

(b) there has not been 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 capital stock of the Company or any of its subsidiaries, or any purchase, redemption or other acquisition by Company or its subsidiaries of any of their capital stock or other securities or any options, warrants, calls or rights to acquire any such shares or other securities;

(c) there has not been any split, combination or reclassification of any of Company’s or any of its subsidiaries’ capital stock;

(d) except as expressly contemplated by this Agreement or effected in response to the request of the Parent, there has not been any granting by Company or any of its subsidiaries of any increase in compensation or fringe benefits or any change in employment terms or any payment by Company or any of its subsidiaries of any bonus, or any granting by Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which would be contingent or the terms of which would be materially altered upon the consummation of the transactions contemplated hereby;

(e) there has not been any adoption or amendment of any employee benefit plan, policy or arrangement, or employee stock purchase or stock option plan, or waiver of any stock repurchase rights, acceleration, amendment or change to the period of exercisability of options, restricted stock or any other equity or similar incentive awards (including without limitation any long term incentive awards), or repricing of options granted under any employee, consultant, director or other stock plans or authorization of cash payments in exchange for any options granted under any of such plans;

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(f) there has not been any change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, nor have there been any Tax (as defined below) claims settled or compromised, any material Tax elections made or changed, any change of Tax accounting methods, or any consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(g) there has not been any revaluation by Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable;

(h) neither the Company nor any of its subsidiaries have sold, leased, transferred or assigned any material assets or properties, tangible or intangible, outside the Ordinary Course of Business;

(i) neither the Company nor its subsidiaries have entered into any agreement to purchase or sell any interest in real property, granted any security interest in any real property, entered into any lease, sublease, license or other occupancy agreement with respect to any real property or altered, amended, modified or terminated any of the terms of the Company Leases;

(j) neither the Company nor its subsidiaries has entered into, assumed or become bound under or obligated by any agreement, Contract, lease or commitment or extended or modified the terms of any such agreement, Contract, lease or commitment which (i) involves the payment of greater than $25,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any Affiliate of Company or its subsidiaries (iii) involves the sale of any assets outside the Ordinary Course of Business, (iv) involves any OEM relationship, or (v) involves any license or other agreement with respect to Company Intellectual Property (as defined herein) outside the Ordinary Course of Business;

(k) no party (including Company and its subsidiaries) has accelerated, terminated, made modifications to, or canceled any agreement, Contract, lease, or any customer services contract or license that is material to the conduct of the business of the Company and its subsidiaries and to which the Company or its subsidiaries is a party or by which it is bound, and Company and its subsidiaries have not modified, canceled or waived or settled any debts or claims held by them, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Ordinary Course of Business;

(l) none of the assets of Company, tangible or intangible, has become subject to any security interest or other lien or Encumbrance;

(m) neither the Company nor its subsidiaries have made any capital investment in, or any loan to, any other person;

(n) neither the Company nor its subsidiaries have created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money or capitalized lease obligations, or extended or modified any existing indebtedness;

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(o) there has been no change made or authorized in the Company Charter Documents or the equivalent organizational documents of its subsidiaries;

(p) neither the Company nor its subsidiaries have experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $5,000 in the aggregate of all such damage, destruction and losses;

(q) neither the Company nor its subsidiaries have suffered any repeated, recurring or prolonged shortage, cessation or interruption of inventory shipments, supplies or utility services;

(r) neither the Company nor its subsidiaries have made any loan to, or entered into any other transaction with, or paid any bonuses to, any of its Affiliates, directors, officers, or employees or their Affiliates, thereof;

(s) neither the Company nor its subsidiaries have entered into any employment contract (other than an employment contract that is terminable by the Company or any of its subsidiaries at will) or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(t) except as expressly contemplated by this Agreement, neither the Company nor its subsidiaries have adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other employee benefit plan);

(u) neither the Company nor its subsidiaries have suffered any adverse change or to the Company’s Knowledge, any threat of any adverse change in its relations with, or any loss or, to the Company’s Knowledge, threat of loss of, any of its major customers, distributors or dealers;

(v) neither the Company nor its subsidiaries have suffered any adverse change or to the Company’s Knowledge, any threat of any adverse change in its relations with, or any loss or to the Company’s Knowledge, threat of loss of, any of it major suppliers;

(w) neither the Company nor its subsidiaries have received notice or had Knowledge of any actual or threatened labor trouble or strike, or any other occurrence, event or condition of a similar character;

(x) neither the Company nor its subsidiaries have entered into any transaction other than in the Ordinary Course of Business; and

(y) neither the Company nor its subsidiaries are obligated to do any of the foregoing.

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4.11 Employee Benefit Plans .

(a) All employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other similar arrangements (whether or not set forth in a written document and including, without limitation, all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) (i) covering any active employee, former employee, director or consultant of Company or any subsidiary of Company or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with Company within the meaning of Section 414 of the Code (an “ ERISA Affiliate ”) or (ii) with respect to which Company has liability as of the date hereof, and covering any active, former employee, director or consultant of Company, any subsidiary of Company or any ERISA Affiliate, are listed in Section 4.11(a) of the Company Schedule (the “ ERISA Plans ”). Company has provided or made available to Parent: (i) correct and complete copies of all documents embodying each ERISA Plan including (without limitation) all amendments thereto, and all related trust documents; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each ERISA Plan; (iii) the most recent summary plan description, as applicable, together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each ERISA Plan; (iv) the most recent IRS determination, opinion, notification and advisory letters; (v) all model forms of notice and election documents related to continuation of group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”); (vi) all discrimination tests performed with respect to each ERISA Plan for the most recent three (3) plan years; (vii) if the ERISA Plan is funded, the most recent annual and periodic accounting of ERISA Plan assets; (viii) all administrative service agreements, group annuity contracts, group insurance contracts and similar written agreements and contracts relating to each ERISA Plan; and (ix) all communications to employees or former employees relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules which would result in a material liability under any ERISA Plan or proposed ERISA Plan.

(b) Each ERISA Plan has been maintained and administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such ERISA Plans, except with respect to such instances of noncompliance as would not have a Company Material Adverse Effect. No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of ERISA Plan activities) has been brought or, to the Knowledge of Company, is threatened, against or with respect to any such ERISA Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of Company, threatened by the Internal Revenue Service (the “ IRS ”), Department of Labor (the “ DOL ”) or any other governmental agency with respect to any ERISA Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the ERISA Plans have been timely made or accrued. Any ERISA Plan intended to be qualified under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code has either obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. Company does not have any plan or commitment to establish any new ERISA Plan or to modify any ERISA Plan (except to the extent required by law or to conform any such ERISA Plan to the

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requirements of any applicable law, in each case as previously disclosed to Parent in writing). Each ERISA Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, Company or any of its ERISA Affiliates except as otherwise provided in the ERISA Plan.

(c) Neither Company nor any of its ERISA Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code, and at no time has Company or any of its ERISA Affiliates contributed to or been requested to contribute to any “multiemployer plan,” as such term is defined in ERISA or to any plan described in Section 413(c) of the Code. Neither Company, any of its ERISA Affiliates, nor, to the Knowledge of Company, any officer or director of Company or any of ERISA Affiliates is subject to any liability or penalty under Section 4975 through 4980B of the Code or Title I of ERISA.

(d) Each ERISA Plan that is an employee welfare benefit plan under Section 3(1) of ERISA is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code. Neither the Company nor any of its ERISA Affiliates has any current or future liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA (or similar state law) and at no expense to the Company (other than administrative expenses). No ERISA Plan is intended to meet the requirements of Code Section 501(c)(9).

(e) Neither Company nor any of its subsidiaries is bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company or any of its subsidiaries is represented by any labor union or covered by any collective bargaining agreement relating to Company or any of its subsidiaries and, to the Knowledge of Company, no campaign to establish such representation is in progress. Neither Company nor any of its subsidiaries experienced any labor interruptions over the past three (3) years. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of Company, threatened relating to any labor, safety or discrimination matters involving any Company employee, including, without limitation, charges of unfair labor practices or discrimination complaints. Neither Company nor any of its subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company and each of its subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, employee safety and wages and hours, and in each case, with respect to its current and former employees and consultants: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to current and former employees and consultants, (ii) is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for current or former employees or consultants (other than routine payments to be made in the normal course of business and consistent with past practice). Except as otherwise set forth in any written employment Contract listed in Section 4.11(e) of the Company Schedule, the services provided by the Company employees are terminable at the will of the Company and its subsidiaries.

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(f) Except as set forth on Schedule 4.11(f) of the Company Schedule, neither the execution and delivery of this Agreement by Company nor the consummation by Company 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 Company or any of its subsidiaries under any ERISA Plan or otherwise, (ii) increase any benefits otherwise payable under any ERISA Plan, or (iii) except as required by the Code, result in the acceleration of the time of payment or vesting of any such benefits.

(g) To the actual knowledge of Mark Brenner and Thomas Gilley (without any obligation to inquire of any other employees), no officer, key employee, or significant group of employees plans to terminate employment with Company during the next 12 months.

(h) Each ERISA Plan that covers employees who perform services outside the United States is specifically identified in Section 4.11(h) of the Company Schedule (the “ International Plans ”). Each International Plan has been established, maintained and administered in compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Plan. Furthermore, no International Plan has unfunded liabilities, that as of the Effective Time will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Plan at any time for any reason without liability to Parent, Company or its ERISA Affiliates (other than ordinary administration expenses or routine claims for benefits).

(i) To the Company’s Knowledge, no employee, consultant, or advisor of Company (a “ Company Service Provider ”) is in violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer that in any way adversely affects (a) the right of any Company Service Provider to provide services to Company or the scope or type of work in which the Service Provider may be engaged in connection with services to be provided to Company, or (b) the ability of Company to conduct its business. To the Company’s Knowledge, no Company Service Provider has misappropriated any trade secret of any third party in the development of any Company Intellectual Property. There is neither pending nor, to Company’s Knowledge, any threatened actions, suits, proceedings or claims, or to Company’s Knowledge any basis therefor, with respect to any contract, agreement, covenant or obligation referred to in the preceding sentence. Company does not believe it is, or will be, necessary to utilize the inventions of any Company Service Provider made prior to the commencement of their relationship with Company.

(j) Company has complied with all requirements under the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”) and any state or local equivalents with respect to any plant closing or mass layoff completed prior to the Closing Date. Company has not terminated any Company employees since December 31, 2007, except as listed in Section 4.11(i) of the Company Schedule. Section 4.11(i) of the Company Schedule shall include the name, hire date, termination date, and work location of each employee terminated by Company effective on or after December 31, 2007.

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4.12 Certain Business Relationships With Company .

(a) Except as set forth on Section 4.12(a) of the Company Schedule, neither the Company nor any of its subsidiaries is party to any Contract with any Company stockholder (other than as a board member or pursuant to the Company’s financing activities) or (except for employment arrangements with its employees) with any employees or, in either case, to the Company’s Knowledge, with any of their respective Affiliates, associates or relatives.

(b) No executive officer or director of the Company or any of its subsidiaries owns any interest in any property or assets of the Company or any of its subsidiaries (except as stockholder of the Company) and, to the Company’s Knowledge, no executive officer of the Company or any of its subsidiaries owns any interest in (i) any current competitor, customer or supplier of the Company or any of its subsidiaries or (ii) any Person that is currently a party to any material Contract or agreement with the Company or any of its subsidiaries, in either case other than holdings of less than 1% of a class of any such Person’s publicly traded securities.

4.13 Restrictions on Business Activities . Except as set forth on Section 4.13 of the Company’s Schedule, there is no non-competition or similar agreement, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or restricting any current business practice of Company or any of its subsidiaries, any acquisition of property by Company or any of its subsidiaries or the conduct of any material aspect of the business by Company or any of its subsidiaries as currently conducted or selling, licensing or otherwise distributing any Company Intellectual Property, or providing services, to customers or potential customers, in any geographic area, during any period of time or any segment of the market or line of business.

4.14 Title to Property . Neither Company nor any of its subsidiaries owns, nor have they previously owned, any real property. Company and each of its subsidiaries have good and valid title to, or valid leasehold interests in, all of their material properties and assets, free and clear of all Encumbrances except for (i) liens for taxes or other governmental charges or levies not yet due and payable, (ii) materialmen’s, mechanics and other similar liens arising by operation of law in respect of obligations not in default and (iii) minor encumbrances or defects in title that do not materially detract from the use of the properties and assets in question (all of the foregoing, “ Permitted Encumbrances ”). All leases or subleases, including all amendments, terminations, modifications and guarantees thereof, pursuant to which Company or any of its subsidiaries leases from others real or personal property are set forth in Section 4.14 of the Company Schedule (the “ Company Leases ”). Company has delivered to Parent full and complete copies of all Company Leases as amended to date. Each of the Company Leases is in full force and effect in accordance with their respective terms and there is not, under any of such leases, any material existing default or event of default (or an event that with notice or lapse of time or both would become a default) of the Company or any of its subsidiaries or, to Company’s Knowledge, any other party, of any provision thereof. No party other than the Company occupies or has the right to occupy the premises subject

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to the Company Leases. No party, including, without limitation, any Company Stockholder, has any option, right of first refusal, right of first offer, preemptive right or any other right of any nature to acquire any material assets of the Company or any of its subsidiaries. The real property improvements leased by the Company or its subsidiaries, including the improvements thereon, are in good operating condition and are suitable for the conduct of the business as presently conducted therein and, to the actual knowledge of the Company without any inquiry, do not violate in any material respect any applicable building code, zoning requirement or statute relating to such property, and any such non-violation is not dependent on so-called non-conforming use exceptions. Neither the Company nor any of its subsidiaries could be required to expend more than $10,000 under any of the Company Leases in causing any of the leased premises to comply with the surrender conditions set forth in the applicable Company Lease.

4.15 Taxes .

(a) Definition of Taxes . For the purposes of this Agreement, “ Tax ” or “ Taxes ” refers to (i) any and all U.S. federal, state, local and non-U.S. taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross recei