SHARE TRANSFER AGREEMENT

EXHIBIT 2.1

EXECUTION COPY

SHARE TRANSFER AGREEMENT

BY AND AMONG

DOLBY LABORATORIES, INC.,

DOLBY SWEDEN HOLDING AB,

THE SELLERS SET FORTH ON SCHEDULE A ,

CIMON INVESTMENT MANAGERS AB, AS SHAREHOLDER REPRESENTATIVE,

AND

U.S. BANK NATIONAL ASSOCIATION, AS ESCROW AGENT

Dated as of November 8, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

(Cont’d)

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TABLE OF CONTENTS

(Cont’d)

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TABLE OF CONTENTS

(Cont’d)

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INDEX OF APPENDICES, EXHIBITS AND SCHEDULES

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SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (the “ Agreement ”) is made and entered into as of November 8, 2007 by and among Dolby Laboratories, Inc., a California corporation (“ Parent ”), Dolby Sweden Holding AB, a limited liability company organized under the laws of Sweden (“ Purchaser ”) and a wholly owned subsidiary of Parent, CIMON Investment Managers AB, as a representative of all shareholders of the Company (the “ Shareholder Representative ”), the Persons set forth on Schedule A hereto (each a “ Seller ” and collectively, the “ Sellers ”) and U.S. Bank National Association, as Escrow Agent hereunder (the “ Escrow Agent ”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

RECITALS

A. As of the execution date of this Agreement, Coding Technologies, AB, Reg. No. 556542-4222, a company duly incorporated and organized under the laws of Sweden, having its principal office at c/o Advokatfirman Vinge KB, Box 1703, 111 87, Stockholm, Sweden (the “ Company ”), has a share capital of SEK 1,179,462 divided into 11,794,620 outstanding shares (the “ Shares ”) and, on a fully diluted basis (including all shares of Company Capital Stock issuable upon exercise or conversion, as applicable, of the Company Warrants and the Company Convertible Debentures), SEK 1,435,104 divided into 14,351,040 shares (the “ Fully Diluted Shares ”).

B. The Sellers listed on Schedule B of this Agreement (the “ Share Sellers ”) own 11,379,899 Shares in the Company (the “ Sellers’ Shares ”), representing 96.5% of all registered shares in the Company. As of immediately prior to the Closing Date, Schedule B shall be deemed to be automatically updated, without any action by any of the parties, to include the names of (i) all Other Sellers who have exercised Seller Warrants or converted Company Convertible Debentures between the date of this Agreement and the Closing Date and (ii) all Minority Holders who, between the date of this Agreement and the Closing Date, become signatories to this Agreement in order to sell their Minority Shares (or have exercised Minority Warrants in order to sell the resulting shares).

C. The Company has issued warrants to subscribe for new shares (the “ Company Warrants ”) a portion of which (hereinafter referred to as the “ Seller Warrants ”) are held by the Sellers listed on, and in the amounts as set forth on, Schedule C of this Agreement (the “ Warrant Sellers ”). As of immediately prior to the Closing Date, Schedule C shall be deemed to be automatically updated, without any action by any of the parties, (i) to delete the names of all Warrant Sellers who have exercised Seller Warrants between the date of this Agreement and the Closing Date and (ii) to include the names of all Minority Holders who, between the date of this Agreement and the Closing Date, become signatories to this Agreement in order to sell their Minority Warrants. Together, the Sellers’ Shares and Seller Warrants represent 94.3% of the all Fully Diluted Shares.

D. The Company has issued Company Convertible Debentures that are convertible into new shares (such Company Convertible Debentures, together with the Seller Warrants, the “ Other Securities ”) to the Sellers listed on, and in the amounts as set forth on, Schedule D of this Agreement (the “ Debenture Holders ” and, collectively with the Warrant Sellers, the “ Other

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Sellers ”). As of immediately prior to the Closing Date, Schedule D shall be automatically updated, without any action by any of the parties, to delete the names of all Debenture Holders who have converted Company Convertible Debentures between the date of this Agreement and the Closing Date.

E. Pursuant to the terms and conditions of this Agreement, between the date of this Agreement and the Closing Date, all Company Convertible Debentures shall be converted into, and a portion of the Seller Warrants may be exercised for, as applicable, new shares of the Company (which new shares shall also be deemed to be Sellers’ Shares for purposes of this Agreement and which Other Sellers shall be deemed to be Share Sellers upon such exercise and/or conversion, as applicable).

F. The Sellers listed on Schedule B , Schedule C and Schedule D , collectively, represent more than ninety percent (90%) of all Fully Diluted Shares.

G. The Share Sellers (including the Debenture Holders and any Warrant Sellers who elect to exercise Seller Warrants prior to Closing) wish to sell to Purchaser, and Purchaser wishes to purchase from such Share Sellers, 100% of the Sellers’ Shares (including those new shares issuable upon exercise and/or conversion of such Other Securities), and the Warrant Sellers who have elected not to exercise Seller Warrants prior to Closing wish to sell to Purchaser, and Purchaser wishes to purchase from such Warrant Sellers, 100% of the unexercised Seller Warrants, all in exchange for the consideration and on the terms and conditions otherwise set forth herein (the “ Acquisition ”).

H. As a condition and inducement to Purchaser to enter into this Agreement and incur the obligations set forth herein, concurrently with the execution and delivery of this Agreement, the individuals identified on Schedule E (the “ Key Employees ”) have executed retention bonus, non-competition and/or non-solicitation agreements with the Company or the Company’s German subsidiary, as applicable, effective upon the Closing (the “ Key Employee Agreements ”).

I. As a condition and inducement to Purchaser to enter into this Agreement and incur the obligations set forth herein, prior to or concurrently with the execution and delivery of this Agreement, the individual identified on Schedule F has executed an Intellectual Property Assignment Agreement with the Company, in substantially the form attached as Exhibit E (the “ Assignment Agreement ”).

J. A portion of the consideration otherwise payable by Purchaser to the Sellers shall be placed in escrow by Purchaser as security for the indemnification obligations set forth in this Agreement.

K. The Sellers, on the one hand, and Parent and Purchaser, on the other hand, each desire to make certain representations, warranties, covenants and other agreements in connection with the Acquisition.

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereto hereby agree as follows:

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ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms . For all purposes of and under this Agreement, capitalized terms not otherwise defined herein have the meanings set forth in Appendix A .

1.2 Interpretations .

(a) When a reference is made in this Agreement to an Exhibit or a Schedule, such reference shall be to an Exhibit or a Schedule to this Agreement unless otherwise indicated.

(b) When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated.

(c) The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

(d) The headings set forth in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(e) Unless otherwise specifically provided or the context otherwise requires, all references in this Agreement to the Company shall mean and refer to the Company and its direct and indirect Subsidiaries.

(f) All references in this Agreement to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person.

(g) Unless otherwise specifically provided, all references in this Agreement to monetary amounts or dollars shall mean and refer to United States denominated dollars.

(h) The Parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the Party drafting such agreement or document.

(i) Words and phrases defined or referred to in English law statutory provisions have the same meanings when used in this Agreement.

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ARTICLE II

THE ACQUISITION

2.1 Purchase and Sale .

(a) Sale of the Sellers’ Shares .

(i) At the Closing and subject to and upon the terms and conditions of this Agreement, the Share Sellers will sell, transfer, convey and deliver to Purchaser and Purchaser will purchase and acquire from the Share Sellers, good and valid title to all of the Sellers’ Shares, free and clear of all Liens and with full title guarantee.

(ii) Each of the Share Sellers waives any rights of pre-emption that such Share Seller may have in relation to any of the Sellers’ Shares and undertakes to take all steps to ensure that any rights of pre-emption over any of the Sellers’ Shares are waived prior to Closing.

(b) Sale of the Seller Warrants .

(i) At the Closing and subject to and upon the terms and conditions of this Agreement, to the extent any Seller Warrants have not been exercised as of immediately prior to the Closing, the remaining Warrant Sellers will sell, transfer, convey and deliver to Purchaser and Purchaser will purchase and acquire from the remaining Warrant Sellers, good and valid title to all of the Seller Warrants, free and clear of all Liens and with full title guarantee.

(ii) Each of the Warrant Sellers waives any rights of pre-emption that such Warrant Seller may have in relation to any of the Seller Warrants and undertakes to take all steps to ensure that any rights of pre-emption over any of the Seller Warrants are waived prior to Closing.

2.2 Purchase Price .

(a) Purchase Price for the Sellers’ Shares . In consideration for the sale of the Sellers’ Shares pursuant to Section 2.1(a) hereof, upon the terms and subject to the conditions of this Agreement, Purchaser shall pay to the Share Sellers for each individual Share an amount determined as follows: (X) (i) the Adjusted Purchase Price plus (ii) the aggregate exercise price for any unexercised Seller Warrants purchased pursuant to Section 2.2(b) of this Agreement divided by (Y) the number of Fully Diluted Shares and shall be referred to herein, and reflected on the Allocation Certificate as, the “ Per Seller Share Purchase Price ,” which amount shall be set forth in Schedule 2.2(a) and in the Allocation Certificate.

(b) Purchase Price for the Seller Warrants . To the extent any Seller Warrants have not been exercised as of immediately prior to the Closing Date, in consideration for the sale of the remaining Seller Warrants pursuant to Section 2.1(b) hereof, upon the terms and subject to the conditions of this Agreement, Purchaser shall pay to the Warrant Sellers for each Seller Warrant the “ Per Seller Warrant Purchase Price ,” which amount shall be determined as follows: the product of (i) the number of new shares issuable upon exercise of such Seller Warrant multiplied by (ii) the

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difference of (X) the Per Seller Share Purchase Price minus (Y) the exercise price per share of such Seller Warrant. The Per Seller Warrant Purchase Price shall be set forth in Schedule 2.2(b) and in the Allocation Certificate.

2.3 The Closing . Upon the terms and subject to the conditions of this Agreement, the purchase of the Sellers’ Shares and the Seller Warrants and the consummation of the other transactions contemplated by this Agreement shall take place at a closing (the “ Closing ”), which shall take place as promptly as practicable after the execution and delivery of this Agreement and the documents and instruments as set forth herein, and following the satisfaction or waiver of the conditions set forth in Article VII hereof, at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 1301 Avenue of the Americas, 40 ^th Floor, New York, NY 10019 and/or at the offices of Advokatfirman Vinge KB, Smålandsgatan 20, SE-11187 Stockholm, Sweden in respect of the Closing Deliverables under Section 7.4 below. All documents delivered and actions taken at the Closing shall be deemed to have been delivered or taken place simultaneously, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries and actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced. The date upon which the Closing actually occurs shall be referred to herein as the “ Closing Date .”

2.4 The Second Closing . In the event that any Minority Holders elect to sell (or exercise and sell in the case of Company Warrants) any Minority Shares and Warrants following the Closing Date, Purchaser shall, upon the terms and subject to the conditions of this Agreement, purchase the Shares and Company Warrants of such Minority Holders at a second closing (the “ Second Closing ”), which shall take place on the four (4) week anniversary of the Closing Date at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 1301 Avenue of the Americas, 40 ^th Floor, New York, NY 10019 and/or at the offices of Advokatfirman Vinge KB, Smålandsgatan 20, SE-11187 Stockholm, Sweden in respect of the Closing Deliverables under Section 7.4 below (it being understood that so long as there is at least one Company Warrant outstanding as of the Second Closing, Purchaser shall not be required to conduct the Second Closing unless there is at least one Share remaining outstanding). All documents delivered and actions taken at the Second Closing shall be deemed to have been delivered or taken place simultaneously, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries and actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced. The date upon which the Second Closing actually occurs shall be referred to herein as the “ Second Closing Date .” Without any further action on the part of the Sellers or Purchaser, automatically upon the Second Closing, Schedule B and Schedule C shall be deemed to be updated to include the names of all Minority Holders who become signatories to this Agreement between the Closing Date and the Second Closing Date in order to sell their Minority Shares or Minority Warrants, as applicable. Upon the Second Closing Date, each such selling Minority Holder will be deemed to be a “Seller” for all purposes of this Agreement and all representations and warranties set forth in Section 3.31 to Section 3.36 shall be true and correct as of the Second Closing Date and all other representations of the Sellers by such selling Minority Holder shall be true and correct as of the Closing Date. Any adjustments required to be made to the Tax Deposit Account, the Escrow Fund, the Working Capital Escrow Fund or the Shareholder Representative Distribution Account, as a

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result of sales and purchases pursuant to the Second Closing, shall be reflected in a revised Allocation Certificate to be provided to Purchaser by the Shareholder Representative no later than two (2) Business Days prior to the Second Closing, and the Shareholder Representative shall make all corresponding adjustments to such accounts immediately following the Second Closing. The Shareholder Representative shall be authorized to make such distributions to the Sellers who sold Shares or Company Warrants in the Closing with respect to proceeds otherwise payable to the Minority Holders selling their Minority Shares or Minority Warrants in the Second Closing, to reflect the Sellers’ pro rata portion of the Escrow Amount and Working Capital Escrow Amount.

2.5 Withholding Taxes and Tax Deposit Account . Purchaser shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any Seller, including any holder of Seller Warrants, such amounts as may be required to be deducted or withheld under any provision of applicable federal, local or foreign tax law or under any applicable legal requirement, including, but not limited to, any amounts required to have been withheld by the Company or its Subsidiaries in connection with any Seller Warrants. At the Closing, Purchaser shall deposit into an account (the “ Tax Deposit Account ”) an amount of cash (deducted on an individualized basis from the portion of the Adjusted Purchase Price otherwise payable to the Employee Warrant Sellers) equal to the Tax Deposit Amount. Purchaser shall be deemed to have deposited into the Tax Deposit Account, on behalf of each Employee Warrant Seller such Employee Warrant Seller’s portion of the Tax Deposit Amount as set forth in the Allocation Certificate. To the extent any such amounts are so deducted, withheld or deposited, such amounts shall be treated for all purposes as having been paid to the Person to whom such amounts would otherwise have been paid and Purchaser shall cause the Company to remit such withheld funds to the appropriate taxing authority. Schedule 2.5 sets forth all amounts to be withheld from any consideration payable pursuant to this Agreement to any holder of Seller Warrants.

2.6 Purchase Price Adjustment and Post-Closing Procedures .

(a) Adjusted Purchase Price by Company . At least five (5) calendar days prior to the Closing Date, the Sellers shall cause the Company to deliver to Purchaser (A) an unaudited consolidated balance sheet of the Company estimated as of the Closing Date (the “ Company Closing Balance Sheet ”), (B) a statement (the “ Company Closing Working Capital Statement ”) of the Working Capital of the Company estimated as of the Closing Date (“ Company Closing Working Capital ”), which shall include a variance analysis that summarizes and explains the changes reflected in the Company Closing Balance Sheet from the Current Balance Sheet for each balance sheet line item, and (C) the Company’s calculation of the Net Cash, the Preliminary Company Working Capital Adjustment Amount, the Estimated Adjustment Amount and the Adjusted Purchase Price based upon the foregoing statements prepared by the Company. The Sellers shall cause the Company Closing Balance Sheet, the Company Closing Working Capital Statement and the calculations based thereon to be certified by the Chief Executive Officer and the Chief Financial Officer of the Company as having been prepared in accordance with the principles set forth below. The Sellers shall cause the Company Closing Balance Sheet (x) to be prepared in accordance with GAAP (except that the Company Closing Balance Sheet may omit footnotes and other presentation items that may be required by GAAP) applied consistently with respect to the

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same accounting policies, practices and procedures used to prepare the Financials and the Current Balance Sheet, and (y) to fairly and accurately present the Sellers’ good faith best estimate (based on reasonable assumptions) of the balance sheet of the Company as of the Closing Date. The Sellers shall cause the Company Closing Working Capital Statement (x) except as set forth in the definition of “Working Capital,” to be prepared in accordance with GAAP applied consistently with respect to the same accounting policies, practices and procedures used to prepare the Financials, the Current Balance Sheet and the Company Closing Balance Sheet, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with the Year-End Financials and the Interim Financials, and (y) to fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Company Closing Working Capital. Purchaser shall have four (4) calendar days to review the Company’s Closing Balance Sheet, Company’s Closing Working Capital Statement and the attached calculations based thereon, after which, unless reasonably objected by Purchaser, for purposes of this Section 2.6 , the Company Closing Balance Sheet and Company Working Capital Statement shall be binding on the Parties hereto, subject to the terms of Section 2.6(b) .

(b) Post-Closing Purchase Price Correction By Purchaser . Purchaser shall, within sixty (60) calendar days following the Closing Date (the “ Correction Period ”), prepare (or cause to be prepared) and delivered to the Shareholder Representative (A) an unaudited consolidated balance sheet of the Company as of the Closing Date (“ Purchaser Closing Balance Sheet ”), (B) a statement (“ Purchaser Closing Working Capital Statement ”) of Working Capital as of the Closing, which shall include a variance analysis that summarizes and explains the changes reflected in the Purchaser Closing Balance Sheet from the Current Balance Sheet for each balance sheet line item, and (C) Purchaser’s calculation of the “Adjusted Purchase Price” based upon the foregoing statements prepared by Purchaser and taking into account any changes in the amount of “Net Cash” at Closing, as calculated by Purchaser, the Purchaser Working Capital Adjustment Amount and the Purchaser Closing Adjustment Amount (the “ Corrected Purchase Price ”) (together with the Corrected Purchase Price, the Purchaser Closing Balance Sheet and the Purchaser Closing Working Capital Statement, referred to as “ Purchase Price Adjustment Deliverables ”). The Purchaser Closing Balance Sheet (x) shall be prepared in accordance with GAAP (except that the Purchaser Closing Balance Sheet may omit footnotes and other presentation items that may be required by GAAP) applied consistently with respect to the same accounting policies and procedures used to prepare the Financials, and (y) shall fairly and accurately present Purchaser’s good faith best estimate (based on reasonable assumptions) of the balance sheet of the Company as of the Closing Date. The Purchaser Closing Working Capital Statement (x) except as set forth in the definition of “Working Capital,” shall be prepared in accordance with GAAP applied consistently with respect to the same accounting policies and procedures used to prepare the Financials, including without limitation, that all expenses have been recorded in accordance with GAAP, and all revenue has been recorded in a manner consistent with the Year-End Financials and (y) shall fairly and accurately present Purchaser’s good faith best estimate (based on reasonable assumptions) of the Company’s Working Capital at Closing.

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(c) Final Closing Purchase Price Correction Procedures .

(i) Review Period . Within fifteen (15) Business Days following the Shareholder Representative’s receipt of the Purchaser’s Purchase Price Adjustment Deliverables (the “ Review Period ”), the Shareholder Representative shall notify Purchaser in writing if the Shareholder Representative disagrees with any matters set forth within the Purchase Price Adjustment Deliverables (the “ Notice of Dispute ”). The Notice of Dispute shall set forth in reasonable detail the basis for such dispute, the amounts involved and the Shareholder Representative’s determination of any disputed amounts. If no Notice of Dispute is received by Purchaser within the Review Period, then (1) the Shareholder Representative shall be deemed to have irrevocably consented and agreed, for and on behalf of the Closing Date Company Sellers to each item and amount set forth in the Purchase Price Adjustment Deliverables and (2) the Purchase Price Adjustment Deliverables shall become final and binding upon the parties in accordance with Section 2.6(c)(iii) .

(ii) Consultation Period . During the fifteen (15) Business Days immediately following the delivery of a Notice of Dispute (the “ Consultation Period ”), the Shareholder Representative and Purchaser shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Dispute, and any resolution in writing by the Shareholder Representative and Purchaser as to any matter specified in the Notice of Dispute shall be final, binding and conclusive in accordance with Section 2.6(c)(iii) .

(iii) Third Party Review . If, at the end of the Consultation Period, Purchaser and the Shareholder Representative have been unable to resolve any differences that they may have with respect to the matters specified in the Notice of Dispute, then the parties shall submit all matters that remain in dispute with respect to the Notice of Dispute (along with a copy of the Purchaser Closing Balance Sheet and Purchaser Closing Working Capital Statement, marked to indicate those line items that are not in dispute) to a nationally recognized accounting firm that is mutually agreeable (such agreement not to be unreasonably withheld or delayed) to both Parties (the “ Independent Accounting Firm ”), which accounting firm shall not have provided accounting services to any of Parent, Purchaser or the Company during the three-year period immediately prior to its selection. In the event Purchaser and the Shareholder Representative are unable to reach agreement on the identity of the Independent Accounting Firm, Purchaser shall select and Purchaser and the Shareholder Representative shall engage one of the “big four” accounting firms that has not provided audit services to either Parent, Purchaser or the Company within two years of the date of this Agreement. The Independent Accounting Firm shall resolve only the matters specified in the Notice of Dispute upon which the Shareholder Representative and Purchaser have been unable to agree (including all items on the Purchaser Closing Balance Sheet and Purchaser Closing Working Capital Statement that are affected by the resolution of such disputed matters). The Independent Accounting Firm, as soon as practicable after appointment, shall consult with the Shareholder Representative and Purchaser. Each of the Parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm and each such Party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such Party with respect to any such disputed item or amount, which shall be

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considered by such Independent Accounting Firm as it deems appropriate. The Independent Accounting Firm shall (1) act in its capacity as an expert and not as an arbitrator, (2) consider only those items and amounts as to which there is a dispute between Purchaser and the Shareholder Representative, and (3) be instructed to reach its conclusions regarding any such dispute within fifteen (15) Business Days after its appointment and provide a written explanation of its decision, including its conclusions as to the appropriate amount of each of the disputed matters in the Purchaser Closing Balance Sheet and Purchaser Closing Working Capital Statement as to which the Shareholder Representative and Purchaser disagree as set out in the Notice of Dispute, and such decision shall be binding on the parties to this Agreement in the absence of manifest error. With respect to each disputed matter, such determination, if not in accordance with the position of either Purchaser or the Shareholder Representative shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Shareholder Representative in the Notice of Dispute or Purchaser in the Purchaser Closing Balance Sheet and Purchaser Closing Working Capital Statement with respect to such disputed matters. All expenses relating to the engagement of the Independent Accounting Firm (the “ Independent Accounting Firm Expenses ”) shall be shared equally by Purchaser and the Shareholder Representative on behalf of the Sellers, it being understood and agreed that except as otherwise set forth in this Agreement, any such expenses shall be borne by the Sellers directly and shall not be deducted from the Escrow Amount or any funds of Purchaser or the Company. The Independent Accounting Firm shall determine all disputed item(s) and amount(s) and its decision in respect thereof shall be final and binding upon Purchaser and the Shareholder Representative and a copy of the final determination of the Independent Accounting Firm shall be delivered to the Escrow Agent. The closing balance sheet that is final and binding on the Parties, as determined either through deemed acceptance pursuant to Section 2.6(c)(i) , the agreement of the Parties pursuant to Section 2.6(c)(ii) , or as determined by the Independent Accounting Firm pursuant to this Section 2.6(c)(iii) , is referred to as the “ Final Closing Balance Sheet ”. The amount of Working Capital at Closing shall be referred to as the “ Final Closing Working Capital ”; the amount of Net Cash at Closing shall be referred to as the “ Final Closing Net Cash ”; and the adjustment amount at Closing shall be referred to as the “ Final Closing Adjustment Amount .”

(d) Actual Purchase Price Adjustments and Special Escrow Fund .

(i) Closing Purchase Price Negative Adjustment . In the event that the Estimated Adjustment Amount as determined by the Company pursuant to Section 2.6(a) is negative, then the Base Purchase Price on the Closing Date shall be reduced by the full amount of the absolute value of the Estimated Adjustment Amount (whether positive or negative, the adjusted Base Purchase Price shall be referred to as the “ Company Adjusted Base Purchase Price ”).

(ii) Closing Purchase Price Positive Adjustment; Creation of Special Escrow Fund . In the event that the Estimated Adjustment Amount as determined pursuant to Section 2.6(a) is positive, then on the Closing Date, Parent or Purchaser shall deposit or cause to be deposited an amount in cash equal to the Estimated Adjustment Amount with the Escrow Agent, such deposit (together with interest and other income thereon) to constitute the working capital escrow fund (the “ Working Capital Escrow Fund ”); provided, however, that if the Estimated Adjustment Amount exceeds the greater of (X) two million dollars ($2,000,000) and (Y) twenty-five

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percent (25%) of the Preliminary Company Working Capital Adjustment Amount, then the amount of such excess (the “ Threshold Adjustment Amount ”) shall be added to the Base Purchase Price on the Closing Date and such sum shall be deemed to be the “Company Adjusted Base Purchase Price” (such amount to be deposited in a separate escrow being referred to as the “ Working Capital Escrow Amount ”).

(iii) Purchase Price Adjustment Payments .

(A) If the Base Purchase Price is reduced pursuant to the adjustments set forth in Section 2.6(d)(i) , then:

a) if the Final Closing Adjustment Amount is less than Estimated Adjustment Amount, then on the third Business Day following the determination of the Final Closing Adjustment Amount, Purchaser and the Shareholder Representative shall deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to release to Purchaser a portion of the Escrow Fund equal to the full amount by which the Estimated Adjustment Amount exceeds the Final Closing Adjustment Amount (such amount, the “ Correction Amount ”) (for the avoidance of doubt, in such event Purchaser need not comply with the provisions of Section 8.5 of this Agreement governing indemnification procedures and the Correction Amount shall not be subject to the Basket set forth in Section 8.3 hereof); and

b) if the Final Closing Adjustment Amount is greater than Estimated Adjustment Amount, then on the Business Day following the determination of the Final Closing Adjustment Amount, then Parent or Purchaser shall deliver to the Shareholder Representative Distribution Account an aggregate amount in cash equal to the full amount by which the Final Closing Adjustment Amount exceeds the Estimated Adjustment Amount for distribution to the Sellers in accordance with Section 2.2 .

(B) If the Base Purchase Price is not reduced pursuant to the adjustments set forth in Section 2.6(d)(i) , then:

a) if the Final Closing Adjustment Amount equals the Estimated Adjustment Amount, then on the Business Day following the determination of the Final Closing Adjustment Amount, Purchaser and the Shareholder Representative shall deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to release the full Working Capital Escrow Fund to the Shareholder Representative Distribution Account for distribution to the Sellers in accordance with Section 2.2 ; and

b) if the Final Closing Adjustment Amount is greater than Estimated Adjustment Amount, then on the Business Day following the determination of the Final Closing Adjustment Amount:

i) Purchaser and the Shareholder Representative shall deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to release the full Working Capital Escrow Fund to the Shareholder Representative to pay from the Shareholder Representative Distribution Account to the Sellers in accordance with Section 2.2 ; and

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ii) Parent or Purchaser shall deliver to the Shareholder Representative Distribution Account an aggregate amount in cash equal to the amount by which (x) the Final Closing Adjustment Amount (less the Threshold Adjustment Amount) exceeds (y) the Working Capital Escrow Fund for distribution to the Sellers in accordance with Section 2.2 ; and

c) if the Final Closing Adjustment Amount is less than Estimated Adjustment Amount, then on the Business Day following the determination of the Final Closing Adjustment Amount, Purchaser and the Shareholder Representative shall deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to release:

i) to Purchaser or Parent (as Parent shall direct) that portion of the Working Capital Escrow Fund equal to the full amount by which the Estimated Adjustment Amount exceeds the Final Closing Adjustment Amount; and

ii) in the event the Working Capital Escrow Fund is less than the full amount by which the Estimated Adjustment Amount exceeds the Final Closing Adjustment Amount, to Purchaser or Parent (as Parent shall direct) a portion of the Escrow Fund equal to the amount by which such excess exceeds the Working Capital Escrow Fund; and

iii) the amount, if any, by which the Working Capital Escrow Fund exceeds the full amount by which the Estimated Adjustment Amount exceeds the Final Closing Adjustment Amount to the Shareholder Representative to pay from the Shareholder Representative Distribution Account to the Sellers in accordance with Section 2.2 .

(e) Purchase Price Adjustment with respect to Pre-Closing Taxes . At least five (5) calendar days prior to the Closing Date, the Sellers shall cause the Company to deliver to Purchaser a statement (the “ Company Tax Statement ”) setting forth the Company’s good faith best estimate of the amount of unpaid Pre-Closing Taxes (the “ Estimated Pre-Closing Taxes ”). The Company Tax Statement shall be prepared based on reasonable assumptions and in a manner consistent with the past practices of the Company and its Subsidiaries in preparing their Tax Returns, and shall be certified as having been so prepared by the Chief Executive Officer and the Chief Financial Officer of the Company. The Base Purchase Price deliverable by Purchaser at Closing shall be reduced on a dollar-for-dollar basis by the Estimated Pre-Closing Taxes. During the Correction Period, Purchaser may, and in the event there is a difference between the Preliminary Working Capital Adjustment Amount and the Final Closing Working Capital Adjustment Amount, Purchaser shall, prepare (or cause to be prepared), and delivered to the Shareholder Representative a statement (the “ Purchaser Tax Statement ”) setting forth Purchaser’s good faith best estimate (based on reasonable assumptions and in a manner consistent with the Company’s past practices, except as otherwise required by applicable law) of the unpaid Pre-Closing Taxes taking into account the tax impact of the difference in revenue that may be reflected in the difference between the Preliminary Working Capital Adjustment Amount and the Final Closing Working Capital

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Adjustment Amount; provided, however, that the Purchaser Tax Statement shall not be determinative of whether or not the Company has liability to a Governmental Entity for any Pre-Closing Taxes. Any differences between the Company Tax Statement and the Purchaser Tax Statement shall be resolved in accordance with the procedures set forth in Section 2.6(c) above, and the amount of unpaid Pre-Closing Taxes as so determined shall be referred to as the “ Adjusted Pre-Closing Taxes .” If the Adjusted Pre-Closing Taxes exceed the Estimated Pre-Closing Taxes, such excess may be offset against any payment by Parent, Purchaser or the Escrow Agent for the benefit of the Sellers pursuant to Section 2.6(d)(iii) , and any excess remaining thereafter shall be released to Parent from the Working Capital Escrow Fund or the Escrow Fund. If the Estimated Pre-Closing Taxes exceed the Adjusted Pre-Closing Taxes, such excess shall be placed in the Escrow Fund, and shall be governed by the terms of Section 8.7 of this Agreement.

2.7 Escrow Deposits & Payment Procedures .

(a) Escrow Deposits . At the Closing, Purchaser shall deposit with the Escrow Agent an amount of cash equal to the Escrow Amount, which shall be deducted from the Adjusted Purchase Price otherwise payable. Purchaser shall be deemed to have deposited with the Escrow Agent, on behalf of each Seller such Seller’s pro rata portion of the Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up), as set forth in the Allocation Certificate.

(b) Closing Payments . At the Closing, Purchaser shall pay, or cause to be paid, to the Shareholder Representative Distribution Account, aggregate cash equal to (1) the Adjusted Purchase Price minus (2) the sum of (w) the Escrow Amount plus (x) the Working Capital Escrow Amount plus (y) the Tax Deposit Amount plus (z) the Minority Holders Amount, allocated as follows:

(i) for each Share Seller, the Per Seller Share Purchase Price less such Share Seller’s pro rata portion of the Escrow Amount (as calculated and set forth in the Allocation Certificate); and

(ii) for each Warrant Seller, if any, the Per Seller Warrant Purchase Price less (X) such Warrant Seller’s pro rata portion of the Escrow Amount less (Y) such Warrant Seller’s individual portion of the Tax Deposit Amount, if applicable (as calculated and set forth in the Allocation Certificate).

2.8 Additional Adjustments to Purchase Price . The per share amounts of the Adjusted Purchase Price payable to holders of Company Capital Stock, and any other applicable numbers or amounts, 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 Company Capital Stock), reorganization, recapitalization, reclassification 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 Closing.

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2.9 Company Convertible Debenture Holder Obligations . The Company Convertible Debentures, having the right to convert into 600,000 new shares of Company Capital Stock, shall be converted by the holder of such Company Convertible Debentures immediately prior or as soon as practicable after the execution of this Agreement by (i) the holder of the Company Convertible Debentures submitting written requests to the Company for the conversion of the Company Convertible Debentures, (ii) the Company via its bank ( Sw: Emissionsinsitut ) instructing VPC to create interim shares, if applicable, as well as new shares, and (iii) the Company giving instructions to the Commissioner for Corporate Affairs ( Sw: Kommissionären för aktiebolagsärenden AB ) for the filing of the application documents with the Swedish Companies Registration Office before Closing. The holder of such Company Convertible Debentures shall use all commercially reasonable efforts to procure that the conversion of the Company Convertible Debentures is properly filed for registration by the Swedish Companies Registration Office, that interim shares are created in the VPC system, if applicable, that the new shares are created by VPC in the VPC system and registered on the VPC account or custody account of the holder of such Company Convertible Debentures, as soon as possible after signing of this Agreement and no later than the date that is immediately prior to the Closing.

2.10 Warrant Exercises . As soon as practicable after the execution of this Agreement each holder of a Seller Warrant may exercise such Seller Warrant by submitting a written request to the Company for the exercise of such Seller Warrant and subscribing for the new shares by signing a subscription list that the Sellers shall cause the Company to prepare. Immediately after such actions are taken by a holder of a Seller Warrant, the Sellers shall cause (i) the Board of Directors of the Company to formally decide on the allocation of the new shares based on the subscriptions made, (ii) the Company, via its bank ( Sw: Emissionsinstitut ), to give instructions to VPC to create interim shares, if applicable, as well as new shares, and (iii) the Company to give instructions to the Commissioner for Corporate Affairs ( Sw: Kommissionären för aktiebolagsärenden AB ) for the filing of the application documents with the Swedish Companies Registration Office before Closing. The Exercise Price of the Seller Warrant will be paid to the Company on or before the Closing by the holders of the Seller Warrant and the Company shall make all withholdings and tax payments required with respect thereto pursuant to Section 2.5 . Each of the holders of such exercised Seller Warrants and the Sellers shall use all commercially reasonable efforts to procure that the exercise of the Seller Warrants is properly filed for registration by the Swedish Companies Registration Office and that interim shares are created in the VPC system, if applicable, that the new shares are created by VPC in the VPC system and registered on the VPC account or custody account of the holder of such Seller Warrants, as soon as possible after signing of this Agreement and no later than the date that is immediately prior to the Closing.

2.11 SHA Sellers . Certain Sellers (the “ SHA Sellers ”) are party, either as original signatories or through accession, to a shareholders’ agreement executed July 12, 2006 (the “ SHA ”). The SHA provides for various rights and obligations between the SHA Sellers regarding their Shares, convertible notes, and other equity interests in the company, including, inter alia , preemption, “drag-along,” “tag-along” and redemption rights. The SHA Sellers hereby waive and relinquish all such rights they may have under the SHA, provided, however, that this waiver and relinquishment shall be null and void ab initio in the event that this Agreement is terminated in accordance with its terms. Under such circumstances, the SHA shall be treated by the SHA Sellers as if it had remained in effect with no such waiver.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers hereby jointly and severally represent and warrant to Purchaser and Parent, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section, subsection, paragraph and subparagraph numbers, it being understood that such exceptions shall qualify only the specific section, subsection, paragraph and subparagraph referenced and any other section, subsection, paragraph or subparagraph where it is reasonably clear upon a reading of such disclosure without any independent knowledge on the part of the reader regarding the matter disclosed that the disclosure applies to such other section, subsection, paragraph or subparagraph) supplied by the Sellers to Purchaser and Parent (the “ Sellers’ Disclosure Schedule ”) and dated as of the date hereof, on the date hereof and as of the Closing, as though made at the Closing, as set forth in this Article III ; provided that the representations and warranties set forth in Section 3.31 through Section 3.36 are made severally and not jointly by each of the Sellers (and, with respect to the Sellers who sell their Shares and Company Warrants at the Second Closing, such representations and warranties as are set forth in Section 3.31 through Section 3.36 shall be made as of such Second Closing):

3.1 Organization of the Company; Authority .

(a) The Company is duly incorporated and validly existing under the laws of Sweden. The Company has full corporate power and all necessary licenses, permits and authorizations to carry on its business as now conducted and to own, lease and operate the assets and properties necessary in connection therewith. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications necessary. The Company has delivered a true and correct copy of its articles of association, as amended to date (the “ Articles of Association ”) and in full force and effect on the date hereof, to Purchaser. The Company Shareholders have not approved or proposed any amendment to the Articles of Association at a shareholders’ meeting or otherwise.

(b) Section 3.1(b) of the Sellers’ Disclosure Schedule lists the directors and Senior Managers of the Company and its Subsidiaries as of the date hereof. None of such directors and Senior Managers have any rights to indemnification from the Company or any of its Subsidiaries. There are no other Employees of the Company with similar or greater levels of responsibility or duties within the Company or any of its Subsidiaries to those individuals designated as Senior Managers or who have policy making authority. The operations now being conducted by the Company are not now and have never been conducted by the Company under any other name.

(c) Section 3.1(c) of the Sellers’ Disclosure Schedule lists every state or foreign jurisdiction in which the Company or any of its Subsidiaries has employees or facilities or otherwise currently conducts any material portion of its business.

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(d) Each of the Company and its Subsidiaries has full power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and operate the assets held or used by it and carry out its activities in the manner in which its assets are currently owned, leased and used by it; and (iii) to perform its obligations under all Contracts to which it is a party or by which it is bound.

3.2 Company Capital Structure .

(a) The authorized share capital of the Company is SEK 1,179,462, divided into 11,794,620 ordinary shares, of which all 11,794,620 shares are issued and outstanding as of the date of this Agreement. As of the date hereof, the capitalization of the Company is as set forth in Section 3.2(a)(i) of the Sellers’ Disclosure Schedule. Assuming the same total capitalization as on the date hereof, the total number of Shares outstanding as of immediately prior to the Closing (assuming the exercise of all Company Warrants and the conversion of all Company Convertible Debentures) will be as set forth in Section 3.2(a)(i) of the Sellers’ Disclosure Schedule. The Shares are, as of October 25, 2007, held of record by the Persons with the domicile or business addresses and in the amounts set forth in the attached extract from the VPC register, attached hereto as Section 3.2(a)(ii) of the Sellers’ Disclosure Schedule, which further sets forth for each such Person the number of shares held. For the purposes of this Section 3.2(a) , the term “of record” shall mean the persons set forth in the VPC register as of October 25, 2007, and for the avoidance of doubt, exclusively as of such date and not as of any other date. The Company has issued Company Warrants to the Persons, and in the amounts, as set forth in Section 3.2(a)(iii) of the Sellers’ Disclosure Schedule, which further sets forth for each such Person the number of Company Warrants so issued and the applicable exercise prices and expiration dates, and whether such Company Warrant has been exercised. The Company has delivered to Parent and Purchaser a true, correct and complete copy of the form of the Company Warrant in the form attached to Section 3.2(a)(iv) of the Sellers’ Disclosure Schedule and each issued and outstanding Company Warrant is identical in form (other than number of shares and exercise prices) as the form of Company Warrant so delivered. To the Knowledge of the Sellers, Section 3.2(a)(iii) of the Sellers’ Disclosure Schedule sets forth information regarding the beneficial owners of the Company Warrants as of the Closing, including the identity of such beneficial owners and the number of Company Warrants owned by such owners. Each Company Warrant had, on the date of grant, an exercise price of no less than the fair market value of the shares of Company Capital Stock subject to such Company Warrant. The Company has issued Company Convertible Debentures to the Persons, and in the amounts, as set forth in Section 3.2(a)(v) of the Sellers’ Disclosure Schedule, which further sets forth for each such Person the principal amount for each such Company Convertible Debenture, interest accrued through the date of this Agreement, if any, and the number of new shares of the Company issuable in respect of each such Company Convertible Debenture. The Company has delivered true, correct and complete copies of each issued and outstanding Company Convertible Debenture to Parent and Purchaser. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Articles of Association, or any agreement to which the Company is a party or by which it is bound.

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(b) All outstanding shares of Company Capital Stock and all of the Company Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Company Shareholder) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Company Shareholder) in accordance with any right of first refusal or similar right or limitation known to the Company, or properly waived or complied with. No shares of Company Capital Stock or Company Warrants were issued to any individual that is a resident or citizen of the United States or any entity with a principal place of business or primary business address in the United States. All Company Warrants are fully vested and exercisable and not subject to any rights of repurchase or forfeiture. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or options to purchase Company Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding.

(c) There are no outstanding loans to the board members, the managing director or any Senior Manager or shareholder of the Company or to any board member, managing director or officer of any of the Company’s Subsidiaries.

(d) Neither the Company nor any of its Subsidiaries has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. Except as set forth on Section 3.2(a)(iii) and Section 3.2(a)(v) of the Sellers’ Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company, or any of its Subsidiaries, is a party or by which the Company, or any of its Subsidiaries, is bound obligating the Company or any of its Subsidiaries, as the case may be, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company, or any of its Subsidiaries. Except as contemplated hereby, to the Knowledge of the Sellers, there are no voting trusts (other than the SHA), proxies, or other agreements or understandings with respect to the voting stock of the Company. There are no agreements to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock.

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3.3 Subsidiaries .

(a) Section 3.3(a) of the Sellers’ Disclosure Schedule lists each entity (including, in the case of partnerships, associations an joint ventures, the identity of the co-parties to such entities) in which the Company owns any shares of capital stock or any interest in, or controls, directly or indirectly, any other corporation, limited liability company, partnership, association, joint venture or other business entity, including but not limited to the Company’s Subsidiaries set forth on Schedule 11.1(nnnnnnn) .

(b) One hundred percent (100%) of the share capital of each of the Company’s Subsidiaries is solely owned, of record (where applicable) and beneficially, by the Company. The Company’s German Subsidiary is a German limited liability company (G esellschaft mit beschränkter Haftung ) duly incorporated and validly existing under the laws of Germany. The Sellers have delivered a true and correct copy of the Company’s German Subsidiary’s articles of association, as amended to date and in full force and effect on the date hereof, to Purchaser. All current matters and circumstances which have occurred prior to the date hereof which are required to be registered with the commercial registers of the Company’s German Subsidiary under German law are shown in the excerpt from the commercial registers of the Company’s German Subsidiary which is attached hereto as Schedule 3.3(b) . The share capital of the Company’s German Subsidiary is divided into one share in the nominal amount of EUR 24,500 and one share in the nominal amount of EUR 500. Such shares in the Company’s German Subsidiary have been validly issued, are fully (vollständig und werthaltig) paid, either in cash or in kind, and have not been (openly or concealed) repaid, are non-assessable ( i.e., there are no obligations pursuant to statutory laws or shareholder resolutions or otherwise to make further contributions (in cash or in kind)) and free from any Liens. There are no pre-emptive rights, rights of first refusals, option rights or any other rights of third parties to acquire any of the shares in the Company’s German Subsidiary. The shares in the Company’s German Subsidiary are, further, not subject to (i) trust agreement, silent partnership, sub-participation agreements, voting agreements or similar agreement or (ii) sale, contribution, or other contractual arrangement creating an obligation to transfer or encumber or otherwise create any Lien or right in respect of shares in the Company’s German Subsidiary. There are no option rights, pre-emption rights, subscription rights, conversion rights or similar rights with regard to future shares in the Company’s German Subsidiary, except for any such rights arising pursuant to the applicable statutory provisions. No insolvency proceedings have been applied for or commenced in relation to the Company’s German Subsidiary nor have any enforcement proceedings been applied for or commenced with respect to any assets of the Company’s German Subsidiary. No circumstances exist which would justify an application for, or the commencement of any insolvency proceedings in relation to the Company’s German Subsidiary; in particular, the Company’s German Subsidiary is neither over-indebted or illiquid nor is illiquidity impending.

(c) Except as otherwise provided in Section 3.3(a) of the Sellers’ Disclosure Schedule, neither the Company nor any of its Subsidiaries has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any entity.

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(d) Neither the Company nor any of its Subsidiaries has agreed, nor are any of them obligated, to make any future investment in or capital contribution to any Person or entity.

(e) Neither the Company nor any of its Subsidiaries has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP) with respect to the entity set forth on Section 3.3(e) of the Sellers’ Disclosure Schedule.

3.4 No Conflict . The execution and delivery of this Agreement and any Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “ Conflict ”) (a) any provision of the Articles of Association, as amended, (b) any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets (whether tangible or intangible) are bound, or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible). Section 3.4 of the Sellers’ Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts as are required thereunder in connection with the Acquisition, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Closing. Immediately following the Closing, the Company and its Subsidiaries will be permitted to exercise all of their respective rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or one of its Subsidiaries would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

3.5 Consents . No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other international, federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission (each, a “ Governmental Entity ”) or any third party, including a party to any agreement with the Company or its Subsidiaries (so as not to trigger any Conflict), is required by, or with respect to, the Company in connection with the execution and delivery of this Agreement and any Related Agreements or the consummation of the transactions contemplated hereby and thereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which if not obtained or made would not be material to the Company or materially adversely affect the ability of the Parties hereto to consummate the Acquisition within the time frame in which the Acquisition would otherwise be consummated in the absence of the need for such consent, waiver, approval, order, authorization, registration, declaration or filing and (c) any required notifications under the HSR Act and any material foreign antitrust laws, as applicable.

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3.6 Company Financial Statements . Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “ Year-End Financials ”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “ Balance Sheet Date ”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “ Interim Financials ”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “ Financials ,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “ Current Balance Sheet ” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets.

3.7 Internal Controls . The Company has established, and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP (including the Financials), including procedures that (a) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (b) provide assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company or its Subsidiaries, as applicable, and (c) provide assurance regarding prevention or timely

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detection of unauthorized acquisition, use or disposition of the assets of the Company or its Subsidiaries. Neither the Company (including any Employee thereof) nor the Company’s independent auditors has identified or been made aware of (a) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (b) any fraud, whether or not material, that involves the Company management or other Employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries or (c) any claim or allegation regarding any of the foregoing.

3.8 No Undisclosed Liabilities . Neither the Company nor any of its Subsidiaries has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP), except for those which (a) have been reflected in the Current Balance Sheet, (b) have arisen in the Ordinary Course of Business since the Balance Sheet Date and prior to the date hereof or (c) has arisen in the Ordinary Course of Business since the date hereof and does not arise from a violation of Article V hereof, or (d) is otherwise disclosed on Section 3.8 of the Sellers’ Disclosure Schedule.

3.9 No Changes . Since the date of the Year-End Financials, there has not been, occurred or arisen any:

(a) transaction by the Company or its Subsidiaries except in the Ordinary Course of Business;

(b) modifications, amendments or changes to the Articles of Association or the charter of any of its Subsidiaries;

(c) expenditure, transaction or commitment exceeding $100,000 individually;

(d) payment, discharge, waiver or satisfaction, in any amount in excess of $100,000 in any one case of any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or its Subsidiaries), other than payments, discharges or satisfactions in the Ordinary Course of Business of liabilities reflected or reserved against in the Current Balance Sheet;

(e) destruction of, damage to, or loss of any material assets (whether tangible or intangible), material business or material customer of the Company or its Subsidiaries (whether or not covered by insurance);

(f) employment dispute, including (i) any claims made by Employees which individually or in the aggregate are reasonably expected to be material to the Company or any of its Subsidiaries; (ii) claims or matters raised by any individual, Governmental Entity, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge, unfair or wrongful dismissal, unlawful discrimination, breach of contract or any other unlawful employment or labor practice or action with respect to the Company or its Subsidiaries (whether or not such allegedly unlawful practice or action is actually unlawful under the laws of Sweden or any other jurisdiction); or (iii) any facts or matters, to the Knowledge of the Sellers, likely to give rise to a claim within the meaning of this Section 3.9(f) ;

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(g) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or its Subsidiaries other than as required by GAAP or applicable law;

(h) adoption of or change in any election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(i) through the date of this Agreement, revaluation by the Company or its Subsidiaries of any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable;

(j) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property, and whether openly or concealed) in respect of any Company Capital Stock or capital stock of any of the Company’s Subsidiaries, or any split, combination or reclassification in respect of any shares of Company Capital Stock or capital stock of the Company’s Subsidiaries, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or shares of the Company’s Subsidiaries, or any direct or indirect repurchase, redemption, or other acquisition by the Company or any of the Company’s Subsidiaries of any shares of Company Capital Stock or capital stock of the Company’s Subsidiaries (or options, warrants or other rights convertible into, exercisable or exchangeable therefor);

(k) except as required by Contracts in effect as of the date hereof that have been disclosed to Purchaser, (i) increase in or other change to the salary or other compensation (including equity based compensation) payable or to become payable by the Company or its Subsidiaries to any of its respective Senior Managers, directors, employees or consultants, or (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company or its Subsidiaries of a severance payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any of its respective Senior Managers, directors, Employees or consultants; provided in all cases that the actions contemplated by clauses (i) and (ii) are consistent with the terms required by such Contracts;

(l) termination of any Contract that would have been a Material Contract if such Contract had been in effect as of the date of this Agreement;

(m) sale, lease or other disposition of any of the material assets (whether tangible or intangible) or properties of the Company or any of its Subsidiaries, including the sale of any accounts receivable of the Company or any of its Subsidiaries, or any creation of any security interest in such assets or properties;

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(n) loan by the Company or any of its Subsidiaries to any Person (except for advances to employees for travel and business expenses in the Ordinary Course of Business), or purchase by the Company or any of its Subsidiaries of any debt securities of any Person or amendment to the terms of any outstanding loan agreement;

(o) incurring by the Company or any of its Subsidiaries of any indebtedness (including Company Indebtedness), amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or any of its Subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or any of its Subsidiaries or guaranteeing of any debt securities of others, except for obligations to reimburse employees for travel and business expenses and trade payables incurred in the Ordinary Course of Business;

(p) waiver or release of any right or claim of the Company or any of its Subsidiaries, including any waiver, release or other compromise of any account receivable of the Company or any of its Subsidiaries;

(q) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, the commencement, settlement, notice or, to the Knowledge of the Sellers, threat of any lawsuit or proceeding or other investigation against the Company or any of its Subsidiaries or relating to any of their businesses, properties or assets, or any reasonable basis for any of the foregoing;

(r) written or (to the Knowledge of the Sellers) oral notice of any claim or potential claim of ownership, interest or right by any person other than the Company or any of its Subsidiaries of the Company Intellectual Property owned by or developed or created by the Company or any of its Subsidiaries or of infringement by the Company or any of its Subsidiaries of any other Person’s Intellectual Property;

(s) issuance, grant, delivery, sale or purchase of, or proposal, Contract or agreement to issue, grant, deliver, sell or purchase, by the Company, of (i) any shares of Company Capital Stock or capital stock of any of its Subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or capital stock of any of its Subsidiaries, or (ii) any subscriptions, warrants, options, rights or securities to acquire any of the foregoing, except for issuances of Company Capital Stock or shares of capital stock of any of its Subsidiaries upon the exercise of Company Warrants or any of the foregoing that is described in Section 3.2 of the Sellers’ Disclosure Schedule;

(t) (i) sale, lease, license (other than licenses to customers in the Ordinary Course of Business and as otherwise permitted under this Agreement) or transfer of any Company Intellectual Property or execution, or, in any material respect, any modification or amendment, of any agreement with any Person with respect to Company Intellectual Property, or (ii) purchase or license of any material Intellectual Property of a third party other than Shrink-Wrap Code or execution, or, in any material respect, any modification or amendment, of any agreement with respect to the material Intellectual Property of a third party other than Shrink-Wrap Code, (iii) agreement or modification or amendment of an existing agreement with respect to the

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development of any Intellectual Property with a third party, or (iv) material change outside the Ordinary Course of Business in pricing or royalties set or charged by the Company or any of its Subsidiaries to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company or any of its Subsidiaries;

(u) entering into any material agreement or modification to any Contract pursuant to which any other party thereto is or was granted marketing, distribution, development, delivery, manufacturing or similar rights with respect to any Company Products or Company Intellectual Property;

(v) Company Material Adverse Effect;

(w) purchase or sale of any interest in real property, granting of any security interest in any real property, entry into or renewal, amendment or modification of any lease, license, sublease or other occupancy of any Properties or other real property by the Company or any of its Subsidiaries;

(x) acquisition by the Company or any of its Subsidiaries of, or agreement by the Company or any of its Subsidiaries to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company or any of its Subsidiaries;

(y) grant by the Company or any of its Subsidiaries of any severance or termination pay (in cash or otherwise) to any Employee, including any officer, except payments made pursuant to written agreements disclosed in the Sellers’ Disclosure Schedule;

(z) adoption or amendment of any Company Employee Plan, or execution or amendment of any Employee Agreement with Senior Managers or in excess of $100,000 per annum in salary, excluding annual salary increases in the Ordinary Course of Business in the case of non-Senior Managers;

(aa) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company or any of its Subsidiaries;

(bb) any action to accelerate the vesting schedule of any Company Options;

(cc) hiring, promotion, demotion or termination or other change to the employment status or title of any Senior Managers, except as may be permitted under this Agreement;

(dd) alteration of any interest of the Company in any of its Subsidiaries or any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest;

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(ee) cancellation, amendment or renewal of any insurance policy of the Company or any of its Subsidiaries, except in the Ordinary Course of Business;

(ff) issuance or agreement to issue any refunds, credits, allowances or other concessions with customers with respect to amounts collected by or owed to the Company or any of its Subsidiaries in excess of $25,000 individually or $100,000 in the aggregate; or

(gg) agreement by the Company, any of its Subsidiaries, or any Senior Manager, consultant, or employee on behalf of the Company or any of its Subsidiaries, to do any of the things described in the preceding clauses (a) through (ff) of this Section 3.9 (other than negotiations with Purchaser and its representatives regarding the transactions contemplated by this Agreement and any Related Agreements).

3.10 Accounts Receivable .

(a) The Company has made available to Purchaser a list of all accounts receivable, whether billed or unbilled, of the Company and its Subsidiaries as of the Balance Sheet Date, together with an aging schedule (of only billed accounts receivable) indicating a range of days elapsed since invoice.

(b) All of the accounts receivable, whether billed or unbilled, of the Company and its Subsidiaries arose in the Ordinary Course of Business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet or, for receivables arising subsequent to the Balance Sheet Date, as reflected on the books and records of the Company and any of its Subsidiaries (which receivables are recorded in accordance with GAAP consistently applied). No person has any Lien on any accounts receivable of the Company or its Subsidiaries and no request or agreement for deduction or discount has been made with respect to any accounts receivable of the Company or its Subsidiaries.

3.11 Tax Matters .

(a) Definition of Taxes . For the purposes of this Agreement, the term “ Tax ”, “ Taxation ,” or, collectively, “ Taxes ” shall mean (i) any and all taxes, assessments and other charges, duties, impositions, installments and liabilities imposed by or on behalf of any Governmental Entity, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, capital and value added goods and services, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees and social security charges (including health, unemployment, workers’ compensation and pension insurance), together with all interest, penalties and additions imposed with respect to such amounts, and (ii) any liability for the payment of any amounts of the type described in clause (i) of this Section 3.11(a) as a result of being a member of an affiliated, consolidated, combined or unitary group (including any arrangement for group or consortium relief or similar arrangement) (a “ Consolidated Group ”) for any period.

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(b) Tax Returns and Audits .

(i) The Company and its Subsidiaries have (a) prepared and timely filed all required returns, estimates, amendments, information statements, elections, forms, transfer pricing studies and reports, and any attachments, appendices or addenda thereto (“ Returns ”) relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations, and such Returns have been prepared and completed in accordance with applicable law, (b) timely paid all Taxes required to be paid, whether or not shown to be due on such Returns and (c) all Tax records required to be maintained by the Company or any of its Subsidiaries have been properly maintained and are up to date.

(ii) The Company and its Subsidiaries have paid or withheld with respect to their Employees and other third parties and any related Person, all income Taxes, social security charges and similar fees and other Taxes required to be paid or withheld, and have timely paid any such withheld Taxes over to the appropriate authorities.

(iii) There is no Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(iv) To the Knowledge of the Sellers, no audit or other examination of any Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified of any request for such an audit or other examination.

(v) Neither the Company nor any of its Subsidiaries has any liabilities for unpaid Taxes as of June 30, 2007, which have not been accrued or reserved on the Current Balance Sheet (for the avoidance of doubt the Current Balance Sheet should for the purposes of this clause include all Taxes for which the Company or its Subsidiaries would have been liable had their financial year ended on June 30, 2007), whether asserted or unasserted, contingent or otherwise and neither the Company nor any of its Subsidiaries will be liable for any additional Taxes pertaining to the period before December 31, 2006. Neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since the Balance Sheet Date other than in the Ordinary Course of Business.

(vi) The Company has made available to Purchaser or its legal counsel copies of all Returns for the Company and its Subsidiaries filed for all periods since its 2000 fiscal year.

(vii) There are (and immediately following the Closing there will be as a result of the transactions contemplated by this Agreement) no Liens on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes other than Liens for Taxes not yet due and payable.

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(viii) Neither the Company nor any of its Subsidiaries (a) is or has ever been a member of a Consolidated Group for income Tax purposes (other than a group the common parent of which was the Company), (b) is currently a party to any Tax sharing, indemnification or allocation agreement, (c) has any liability for the Taxes of any person (other than Company or any of its Subsidiaries) as a result of being or ceasing to be included in a Consolidated Group as a transferee or successor, by contract or agreement, by operation of law or otherwise, except for liabilities for certain Taxes of certain employees in connection with their employment by the Company or its Subsidiaries or liabilities for property, sales and use, occupancy or similar taxes under commercial agreements arising in the Ordinary Course of Business and (d) has ever been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes.

(ix) The tax basis of the Company and its Subsidiaries in their assets for purposes of determining future amortization and depreciation is accurately reflected or derivable from the books and records of the Company and its Subsidiaries.

(x) No adjustment relating to any Return filed by the Company or any of its Subsidiaries has been proposed formally or, to the Knowledge of the Sellers, informally by any Tax authority to the Company or any of its Subsidiaries or any representative thereof.

(xi) Neither the Company nor any of its Subsidiaries has engaged in a “reportable transaction” as set forth in Treasury Regulation Section 1.6011-4(b), or any transaction that is the same or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a Tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treasury Regulation Section 1.6011-4(b)(2).

(xii) Neither the Company nor any of its Subsidiaries has been subject to Tax in any jurisdiction other than its country of incorporation or formation by virtue of having a permanent establishment in that jurisdiction. No claim has ever been made by any Governmental Entity that the Company or its Subsidiaries is or may be subject to taxation in a jurisdiction where the Company and its Subsidiaries do not file Returns.

(xiii) Neither the Company nor any of its Subsidiaries will be required to include any income or gain or exclude any deduction or loss from taxable income as a result of (a) any change in method of accounting prior to the Closing Date, (b) closing agreement with any Tax Authority executed prior to the Closing Date, (c) installment sale or open transaction disposition prior to the Closing Date or (d) prepaid amount received prior to the Closing Date.

(xiv) The Company has provided to Purchaser all documentation relating to, and is in full compliance with all terms and conditions of, any Tax exemption, Tax holiday or other Tax reduction agreement or order (“ Tax Incentive ”) with respect to the Company or its Subsidiaries. The consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive.

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(xv) The Company has in its possession for the purpose of claiming any foreign Tax credits official foreign receipts for any Taxes paid by it or any of its Subsidiaries to any foreign Tax authorities.

(xvi) All transactions and agreements entered into by the Company with any of its Subsidiaries or any of the Sellers and all transactions and agreements entered into by any of the Subsidiaries with the Company, any other Subsidiary or any of the Sellers have been made on terms and conditions which do not in any way deviate from what would have been agreed between independent parties ( i.e. , on an arm’s length basis).

(xvii) All losses for Tax purposes incurred by the Company or any of its Subsidiaries are operating losses and as of the Closing Date are available to be carried forward and set off against income in succeeding periods without limitation except for any such limitation imposed directly as a result of the transactions contemplated by this Agreement, or changes in applicable laws after the date of this Agreement.

3.12 Restrictions on Business Activities . There is no agreement (non-competition or otherwise), commitment, judgment, injunction, order or decree to which the Company or any of its Subsidiaries is a party or otherwise binding upon the Company or its Subsidiaries which has or may reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property (tangible or intangible) by the Company or any of its Subsidiaries, the conduct of business by the Company or any of its Subsidiaries, or otherwise limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any person. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has entered into any agreement under which the Company or any of its Subsidiaries is restricted from selling, licensing, manufacturing or otherwise distributing any of its Technology or Company Products or from providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market.

3.13 Properties .

(a) Owned Real Property . Neither the Company nor any of its Subsidiaries owns or has previously owned any real property.

(b) Leasehold Properties .

(i) Section 3.13(b) of the Sellers’ Disclosure Schedule sets forth a list of all Properties that are leased or otherwise occupied by the Company or any of its Subsidiaries other than any freehold properties (referred to in this Section 3.13 as (“ Leased Properties ”), identifying the date of the agreement by which such Properties are occupied (each a “ Property Lease ”), the location, parties, base rent, term and any options to extend relating thereto, together with such details applicable to any superior titles. The Company and its Subsidiaries have paid their respective rents in full and up to date and has observed and performed the covenants on the part of the lessee and the conditions contained in any leases (which expression includes underleases) under which the Leased Properties are held and the last demands for rent (or receipts if issued) were unqualified and all such leases are valid and in full force in accordance with their respective terms.

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(ii) All licenses, consents and approvals required from the lessors and any superior lessors under the Property Leases and from their respective mortgagees (if any) have been obtained and the covenants on the part of the lessee contained in such licenses, consents and approvals have been duly performed and observed.

(iii) There are no notices, negotiations or proceedings pending in relation to rent reviews nor is any rent liable at the date hereof to be reviewed and time is not of the essence in respect of any steps to be taken in the conduct of rent reviews.

(iv) There is no obligation to reinstate any of the Leased Properties by removing or dismantling any alteration made to the same by the Company, any of its Subsidiaries or any predecessor in title to the Company.

(v) There is no outstanding, unobserved or unperformed obligation necessary to comply with any notice or other requirement given by the lessor under any Property Leases.

(vi) There are no circumstances which would entitle any such lessor to exercise any powers of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the Leased Properties. To the Knowledge of the Sellers, there are no indications that any creditor of the lessor of the business premises of the Company’s German Subsidiary in Nürnberg, Germany, intends to enforce its rights against such lessor by selling such business premises (or parts thereof) in a public auction.

(vii) There are no laws, statutes, regulations or orders now in existence and the Company has not received notice of any laws, statutes, regulations or orders that are under active consideration by any Governmental Entity that could require the tenant of any Leased Properties to make any expenditure in excess of $50,000 to modify or improve such of the Leased Properties to bring it into compliance therewith. Neither the Company nor any Subsidiary shall be required to expend more than $50,000 in the aggregate under all Property Leases to restore such Properties at the end of the term of the applicable lease to the condition required under such lease (assuming the conditions existing in such Leased Properties as of the date hereof and as of the Closing).

3.14 Intellectual Property .

(a) Section 3.14(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list (by name and latest version number) of: (A) all products, Software or service offerings with an individual total sales volume larger than $100,000 that have been sold, distributed, made commercially available, provided or otherwise disposed of by or for the Company or any of its Subsidiaries since January 1, 2003 (collectively, “ Company Products ”); and (B) all products, Software or service offerings which the Company or any of its Subsidiaries, as of the date hereof, plans to sell, distribute, make commercially available, provide or otherwise dispose of in the next twelve (12) months, including any products or service offerings under development Patent licenses granted by the Company or any of its Subsidiaries are not considered Company Products.

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(b) Section 3.14(b) of the Sellers’ Disclosure Schedule lists for each item of Company Intellectual Property which constitutes Registered Intellectual Property solely or jointly owned by, filed in the name of, or applied for, by the Company or any of its Subsidiaries (the “ Company Registered Intellectual Property ”); (i) an identification ( e.g., application or issuance number and title) of such item and the jurisdiction in which each has been filed or applied for, (ii) the prosecution status of such item ( e.g ., application filed or issued), (iii) any proceedings or actions before any court, tribunal (including the European Patent Office (“ EPO ”) and the United Stated Patent and Trademark Office (the “ PTO ”) or equivalent authority anywhere in the world) related thereto (other than regular proceeding associated with the prosecution of a Patent), (iv) the names of any other person having an ownership interest in, or ownership rights with respect to such item; and (v) the co-owners of such item (if applicable). Each item of Company Registered Intellectual Property is currently in compliance with all applicable legal requirements (including payment of filing, examination and maintenance fees and proofs of use) and, to the extent issued, is subsisting, valid and enforceable. Neither the Company nor any of its Subsidiaries has taken or failed to take any action (including failure to disclose any information) that would limit the validity, scope or enforceability of any Patents that are Company Registered Intellectual Property. All necessary documents and certificates currently due for filing as of the date hereof in connection with such Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign respective jurisdictions, as the case may be, for the purposes of maintaining such Registered Intellectual Property. The Company and its Subsidiaries are not currently claiming “small entity status” in the application for or registration of any Registered Intellectual Property with the PTO.

(c) No Company Intellectual Property or Company Product is subject to any court, administrative or other legal proceeding or outstanding decree, order, judgment or settlement agreement or stipulation in such proceeding that restricts in any manner the use, transfer, provision, sale or licensing thereof by the Company or any of its Subsidiaries or may affect the validity, use or enforceability of such Company Intellectual Property or Company Products.

(d) In each case in which the Company or any of its Subsidiaries has acquired or purported to acquire ownership of any material Technology or material Intellectual Property Right from any Person (other than Employees or consultants whose agreements are disclosed in accordance with Section 3.14(g) below), such transfer has been executed by way of a valid and enforceable assignment in favor of the Company or one of its Subsidiaries sufficient to irrevocably transfer all rights in such Technology and Intellectual Property Rights, and all such Contracts are listed in Section 3.14(d) of the Sellers’ Disclosure Schedule. In accordance with applicable laws and regulations, the Company or one of its Subsidiaries has recorded each such assignment of a Registered Intellectual Property Right assigned to the Company or one of its Subsidiaries with the PTO or other relevant Governmental Entity.

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(e) Each item of Company Intellectual Property is free and clear of any Liens except for Permitted Liens (for the avoidance of doubt, a non-exclusive license grant as such shall not constitute a Lien). All Company Intellectual Property is, as of the date hereof, and, as of Effective Time will be, owned (solely or together with the third parties identified in Section 3.14(b) of the Sellers’ Disclosure Schedule) by, or exclusively licensed to the Company or its Subsidiaries and be fully transferable, alienable or licensable without restriction and without payment of any kind to any third party or any current or former Employee or shareholder of the Company or any of its Subsidiaries.

(f) Neither the Company nor any of its Subsidiaries has transferred ownership of, or granted any exclusive license of, or exclusive right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Technology or Intellectual Property Right that is or was Company Intellectual Property, to any other Person. No Person who has licensed any Technology or Intellectual Property Rights to the Company or any of its Subsidiaries has ownership rights in, or a license to, improvements or modifications made by the Company or any of its Subsidiaries in or to such Technology or Intellectual Property Rights. Neither the Company nor any of its Subsidiaries has allowed any material Intellectual Property Right that is or was Company Intellectual Property to lapse or enter the public domain.

(g) Section 3.14(g) of the Sellers’ Disclosure Schedule sets forth either (A) the material Intellectual Property developed by third party contractors (other than Employees) for the Company or one of its Subsidiaries, or (B) the Contract pursuant to which such Intellectual Property was developed; and to the extent legally possible under the laws of the relevant jurisdiction, all such Intellectual Property has been transferred to, and is owned by, the Company or its Subsidiaries. All other Intellectual Property developed by or for the Company or any of its Subsidiaries was created or developed by Employees of the Company or of one of its Subsidiaries acting within the scope of their employment, and has either (A) to the maximum extent legally possible under the laws of the relevant jurisdiction been assigned by such Employee to the Company or its Subsidiaries or, (B) by operation of law or otherwise is owned by the Company or its Subsidiaries. Each current or former Employee of the Company or any of its Subsidiaries has signed the Company’s standard form of Employee Proprietary Information Agreement substantially in the form attached to Section 3.14(g) of the Sellers’ Disclosure Schedule, and such agreement includes enforceable terms pursuant to which all Technology and Intellectual Property Rights developed by such Employees within the scope of their employment or other duties to the Company or any of its Subsidiaries are assigned or confirmed to have been assigned to the Company or one of its Subsidiaries to the maximum extent permitted by applicable law. Without limiting the forgoing, with respect to any Intellectual Property created or developed by Employees of the Company or of one of its Subsidiaries in Germany or Sweden, each of the Company and the relevant Subsidiary has satisfied all relevant laws and regulations with respect to employee Intellectual Property, including those under the Swedish Act on Employment Inventions (lag 1949:345) ( om rätten till arbetstagares uppfinningar ) (the “ Swedish Act ”) and/or under the German Act of Employment Inventions ( Arbeitnehmererfindungsgesetz ) (the “ German Act ”), as the case may be, and made all necessary payments to Employees to fully vest all such Intellectual Property Rights in the Company or its Subsidiaries, as the case may be, to the maximum extent permitted by applicable law. Section 3.14(g) of the Sellers’ Disclosure Schedule

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lists all material inventions created by an Employee of the Company or any of its Subsidiaries that is subject to either the Swedish Act or the German Act. Each of the Company’s and the Company’s German Subsidiary’s Employees has granted the Company or such Subsidiary the unlimited, irrevocable and exclusive right of use in respect of all Copyrights acquired or authored by such Employee in connection with his or her employment. The Company and its relevant Subsidiaries have at all times, as applicable, (i) exercised its rights under the Swedish Act on Employment Inventions (lag 1949:345) ( om rätten till arbetstagares uppfinningar ) and/or the German Act on Employment Inventions ( Arbeitnehmererfindungsgesetz ) or similar provision, if any, contained in the service or employment agreements of its Employees and (ii) duly fulfilled its obligations under such German Act and Swedish Act, and contractual provisions, as applicable.

(h) Section 3.14(h) of the Sellers’ Disclosure Schedule identifies, for each Company Product, all material Technology and Intellectual Property Rights, other than Company Intellectual Property or essential patents with respect to a standard practiced by such Company Product, that are embodied in, incorporated into, practiced by, combined with or distributed in conjunction with such Company Product, and for each such item of Technology or Intellectual Property Rights, the In-License pursuant to which the Company receives rights to such Technology or Intellectual Property Rights.

(i) The operation of the business of the Company (including the design, development, use, import, licensing, marketing, manufacture, sale or distribution of Company Products or Company Intellectual Property), has not, does not and will not when conducted in substantially the same manner following the Closing, infringe or misappropriate any Intellectual Property Right of any Person, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under the laws of any jurisdiction. Neither the Company nor any of its Subsidiaries has received notice from any Person claiming that the Company or any of its Subsidiaries infringes or misappropriates any Intellectual Property Right of any Person, violates any right of any Person (including any right to privacy or publicity) or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does the Company or the Sellers have Knowledge of any basis therefor).

(j) Section 3.14(j) of the Sellers’ Disclosure Schedule lists all Contracts in effect as of the signing date of this Agreement to which the Company or any of its Subsidiaries is a party that grants the Company or any of its Subsidiaries a license, ownership rights, an option to, or other rights in or to any Technology or Intellectual Property Rights owned of a third Person or under which the Company or any of its Subsidiaries receives material Intellectual Property-related services related to Software or other Technology (collectively, “ In-Licenses ”), other than (A) Contracts pursuant to which the Company or any of its Subsidiaries has received a license to commercially available Software or other Technology for a one-time payment of less than $100,000 or a royalty of less than $100,000 per year and which Software or other Technology is not incorporated into a Company Product, and (B) Contracts pursuant to which the Company or any of its Subsidiaries has received a license to a third party’s Intellectual Property Rights for less than $100,000 and where such Intellectual Property Rights are not being sublicensed or re-licensed by the Company or any of its Subsidiaries to third parties. Section 3.14(j) of the Sellers’ Disclosure Schedule lists all

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Contracts in effect as of the signing date of this Agreement, to which the Company or any of its Subsidiaries is a party under which the Company or any of its Subsidiaries grants any third Person a license or other rights in or to any Technology or Intellectual Property Rights or provides any Intellectual Property-related service to any third Person (collectively, “ Out-Licenses ”; together with the In-Licenses, the “ IP Licenses ”) other than non-exclusive licenses to customers for Company Products or Company Intellectual Property pursuant to a Standard Form Agreement. Neither the Company nor any of its Subsidiaries is in breach of, nor has the Company or any of its Subsidiaries failed to perform under, any IP License and, to the Knowledge of the Sellers, no other party to any such IP License Agreement is in breach thereof or has failed to perform thereunder. All IP Licenses will survive the Closing in full force and effect without the need for approval by any Person. Without limiting the foregoing, to the extent that any Intellectual Property Rights or Technology licensed to the Company or any of its Subsidiaries by a third Person is used in, or necessary to, the conduct of the business of the Company or any of its Subsidiaries following the Closing in substantially the same manner as such business was conducted prior to the Closing, the Company or its Subsidiaries, as the case may be shall continue to have, without the payment of any additional consideration, all such rights and licenses to such Technology and Intellectual Property Rights. The consummation of the transactions contemplated by this Agreement will not violate nor result in the breach, modification, termination or suspension of any IP License.

(k) For the purposes of clarity, IP Licenses do not include the Contracts set forth on Section 3.14(k)(i) of the Sellers’ Disclosure Schedule relating to the entity set forth on Section 3.3(e) of the Sellers’ Disclosure Schedule. The Intellectual Property set forth on Section 3.14(k)(ii) of the Sellers’ Disclosure Schedule is all of the material Intellectual Property in which both (A) the Company or any of its Subsidiaries and (B) the entity set forth on Section 3.3(e) of the Sellers’ Disclosure Schedule hold any ownership interest or other rights.

(l) Section 3.14(l) of the Sellers’ Disclosure Schedule lists all Contracts between the Company and/ or any of its Subsidiaries and any other Person wherein or whereby the Company or any of its Subsidiaries has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to the infringement or misappropriation by the Company or any of its Subsidiaries or such other Person of the Intellectual Property Rights of any third party on terms that are materially different to those set forth in the Company’s Standard Form Agreement.

(m) There are no Contracts (including any IP License) between the Company or any of its Subsidiaries and any other Person with respect to any Technology or Intellectual Property Rights, including under any IP License, under which there is any material dispute regarding the scope of such Contract, or performance under such Contract, including with respect to any payments to be made or received by the Company or any of its Subsidiaries thereunder.

(n) Neither the Company nor any Subsidiary of the Company has made a claim, or initiated any action against, or given any written or explicit oral notice to, any third Person, alleging that such third Person is infringing or misappropriating any Company Intellectual Property.

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(o) The Sellers, the Company and each of its Subsidiaries has taken all steps that are reasonably required to protect the confidential information and trade secrets of the Company or its Subsidiaries and their rights therein and to protect the confidential information and trade secrets provided by any other Person to the Company or any of its Subsidiaries.

(p) Neither this Agreement nor the transactions contemplated by this Agreement, will, as result of any Contract to which the Company or any of its Subsidiaries is a party, cause (i) the Company or any of its Subsidiaries, Purchaser or any Purchaser Subsidiary to grant any third Person any right to or with respect to any Technology or Intellectual Property Right owned by, or licensed to, Purchaser or any Purchaser Subsidiary (other than Company), (ii) the Company or any of its Subsidiaries, Purchaser, or any Purchaser Subsidiary to be bound by, or subject to, any non-compete or other restriction on the operation or scope of their respective businesses that they did not have prior to the Closing, or (iii) the Company or any of its Subsidiaries, Purchaser or any Purchaser Subsidiary to be obligated to pay any royalties or other amounts to any third Person in excess of those payable by any of them, prior to the Closing.

(q) Section 3.14(q) of the Sellers’ Disclosure Schedule lists all Standards Bodies in which Company or any of its Subsidiaries has participated or is participating, or is, or has been, a member. “ Standards Body ” means any formal or informal organization, body or group which is engaged in or which has, or is in the process of, setting, establishing or promulgating any industry or product standards or the terms under which Intellectual Property Rights will be licensed or established any rules binding for members under which patents essential to the practice of such standard must be licensed. Except with respect to the Standards Bodies and other entities listed in Section 3.14(q) of the Sellers’ Disclosure Schedule, neither the Company nor any of its Subsidiaries is under any obligation or duty, or is bound by any Contract, to license any Company Intellectual Property under “FRAND,” “RAND” or “RANDZ” terms.

(r) Section 3.14(r) of the Sellers’ Disclosure Schedule lists all Open Source incorporated in any Company Product or other Technology distributed by the Company. No Company Product or other Technology distributed by the Company is subject as a whole to the terms of any Open Source License.

(s) All products sold, licensed, leased or delivered by the Company or any of its Subsidiaries to customers and all services provided by or through the Company or any of its Subsidiaries to customers on or prior to the Closing conform in all material respects to applicable contractual commitments, express and implied warranties, service level commitments, product specifications and product documentation and to any representations made by the Company or any of its Subsidiaries to their respective customers. Neither the Company nor any of its Subsidiaries has pending liability (and, to the Knowledge of the Sellers, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any of its Subsidiaries giving rise to any liability relating to the foregoing contracts) for replacement, repair or redelivery thereof or other damages in connection therewith in excess of any reserves therefore reflected on the Company Financial Statements. Copies of all current and prior standard form agreements ( Ger: Allgemeine Geschäftsbedingungen ) for the sale of Company

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Products (collectively, “ Standard Form Agreements ”), are attached to Section 3.14(s) of the Sellers’ Disclosure Schedule, and neither the Company nor any of its Subsidiaries is in material breach of, nor has the Company nor any of its Subsidiaries failed to perform under, such agreements.

(t) No (i) government funding; (ii) facilities of a university, college, other educational institution or research center; or (iii) funding from any Person (other than funds received in consideration for Company Capital Stock) was used in the development of any Company Intellectual Property in any manner which would limit the ability of the Company to exploit such Company Intellectual Property or which would give any other Person any rights to such Company Intellectual Property or require further payment by Company or any of its Subsidiaries to any other Person.

(u) No Company Intellectual Property or Technology of the Company is held, or is required to be held, in escrow for the benefit of any third Person.

(v) Neither the Company nor any of its Subsidiaries has collected any personally identifiable information from any third parties other than Employees and customers, suppliers and equity holders of the Company, each in their capacities as such. The Company and its Subsidiaries have complied with all applicable laws (including all laws of the U.S. and the E.U.) and its internal privacy policies relating to (i) the privacy of users of their products and services and all Internet websites owned, maintained or operated by the Company or any of its Subsidiaries and (ii) the collection, storage and transfer of any personally identifiable information collected by the Company, its Subsidiaries or by third parties having authorized access to the records of the Company or its Subsidiaries. The execution, delivery and performance of this Agreement complies with all applicable laws (including all laws of the U.S. and E.U.) relating to privacy and with the Company’s and its Subsidiaries’ privacy policies. Copies of all current and prior privacy policies of the Company and its Subsidiaries, including the privacy policies included in the Company’s Internet website, are attached to Section 3.14(v) of the Sellers’ Disclosure Schedule. Each such privacy policy and all materials distributed or marketed by the Company or any of its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws (including all laws of the U.S. and E.U.), and none of such disclosures made or contained in any such privacy policy or in any such materials have been inaccurate, misleading or deceptive or in violation of any applicable laws (including all laws of the U.S. and E.U.) in any material respects.

3.15 Material Contracts .

(a) Section 3.15(a) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of each of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise bound (any Contract of a nature described below (whether or not set forth on the Sellers’ Disclosure Schedule) to which the Company or any of its Subsidiaries is a party or otherwise bound, being referred to herein, along with the IP Licenses and any other Contract required to be listed under Section 3.14 , as a “ Material Contract ” and, collectively, as the “ Material Contracts ”):

(i) any employment, contractor or consulting agreement, Contract with an employee or individual consultant, contractor, or salesperson, any agreement, Contract or

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commitment to grant any bonus, severance or termination pay (in cash or otherwise) to any employee, or any contractor, consulting or sales agreement, Contract, or commitment with a firm or other organization, excluding any non-Senior Manager agreements with annual salary amounts of less than $100,000 entered into in the Ordinary Course of Business under the terms and conditions of the Company’s standard form of employment agreement, the form of which has been delivered to Parent and Purchaser;

(ii) any agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;

(iii) any fidelity or surety bond or completion bond;

(iv) any Property Lease and any lease of personal property having annual rental payments in excess of $50,000 individually;

(v) any agreement of indemnification of third parties or guaranty of obligations of third parties (other than indemnification provisions set forth in the Company’s Standard Form Agreements where the indemnification obligation or guarantee is limited to the amount received by Company under such Contact);

(vi) any Contract or commitment relating to capital expenditures for tangible assets and involving future payments in excess of $100,000 individually;

(vii) any Contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the Ordinary Course of Business;

(viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;

(ix) any purchase order or Contract for the purchase of materials involving in excess of $100,000 individually;

(x) any Contracts that contain “most favored nation” or other preferred pricing provisions;

(xi) any dealer, distribution, joint marketing, strategic alliance, affiliate or development agreement;

(xii) any Contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest;

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(xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company or its Subsidiaries;

(xiv) any nondisclosure, confidentiality or similar agreement, other than those entered into with employees or contractors, or any actual or prospective customer or vendor in the Ordinary Course of Business;

(xv) with regard to the Company’s German Subsidiary, any domination agreement (Beherrschungsvertrag), profit and loss pooling agreement (Gewinnabführungsvertrag) or other enterprise agreement within the meaning of Sec. 291 et sq. German Stock Corporation Act (Unternehmensvertrag i.S.v. §§ 291 ff AktG), joint venture or other co-operation agreement, cash-pooling agreements, silent partnership agreement ( stille Beteiligung ) or any agreement under which a third party is entitled to the profits (or parts thereof) of the Company’s German Subsidiary; or

(xvi) any other Contract or commitment that involves revenue or expenses in excess of $200,000, throughout the life of the Contract up to and including September 30, 2007, individually and is not cancelable without penalty within 30 days.

(b) Each Material Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or any of its Subsidiaries, enforceable against each of the Parties thereto in accordance with its terms, except as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Sellers, any other party thereto. The Company and its Subsidiaries are in compliance with and have not materially breached, violated or defaulted under, or received written (including, without limitation, email) or explicit oral notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Material Contract, nor to the Knowledge of the Sellers is any party obligated to the Company or its Subsidiaries pursuant to any such Material Contract subject to any breach, violation or default thereunder, nor do the Sellers or the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any such other party. True and complete copies of each Material Contract (whether or not disclosed in the Sellers’ Disclosure Schedule) have been delivered or made available to Purchaser.

(c) The Company and its Subsidiaries have fulfilled all material obligations required to have been performed by the Company and its Subsidiaries prior to the date hereof pursuant to each Material Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is bound, and to the Knowledge of the Sellers or the Company, without giving effect to the Acquisition, the Company or its Subsidiaries will fulfill, when due, all of its obligations under such Material Contracts that remain to be performed after the date hereof.

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(d) There are no, and neither the Sellers nor the Company has any Knowledge of any threatened, material disputes or disagreements with respect to any Material Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject, other than routine collection matters in the Ordinary Course of Business not involving any substantive dispute.

(e) No royalties, fees, honoraria, volume-based, milestone or other payments are payable by the Company or its Subsidiaries to any Person by reason of the ownership, use, sale, licensing, distribution or other exploitation of any Intellectual Property relating to the conduct or operation of the business of the Company or its Subsidiaries or the delivery or provision of any products, services or rights delivered or provided thereby or thereunder, except for paid-up obligations relating solely to end-user operating systems and application Software and commercial Software used in connection with the Company’s infrastructure and workstations.

(f) Neither the Company nor any of its Subsidiaries have granted any other Person any exclusive right to manufacture, have manufactured, assemble, license, sublicense or sell any Company Products or to provide the services or proposed services of the business of the Company or any of its Subsidiaries.

(g) Each Material Contract is in written form and has been provided to Purchaser in its entirety.

(h) Excluding the Company Convertible Debentures, all outstanding Company Indebtedness may be prepaid without penalty.

3.16 Interested Party Transactions . No Senior Manager or director, and to the Knowledge of the Sellers, no Company Shareholder (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such persons has or has had an interest) has or has had, directly or indirectly, (a) any interest in any entity which furnished or sold, or furnishes or sells, services, products, Technology or Intellectual Property Rights that the Company or any of its Subsidiaries furnishes or sells, or (b) any interest in any entity that purchases from or sells or furnishes to the Company or any of its Subsidiaries any goods or services, or (c) any interest in, or is a party to, any Contract to which the Company or any of its Subsidiaries is a party, except for any employment agreement or other agreement or any confidentiality and invention assignment agreement in favor of the Company that has been provided to Purchaser; provided , however , that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any entity” for purposes of this Section 3.16 . To the Knowledge of the Sellers and the Company, there are no Contracts or commitments with regard to contribution or indemnification between or among any of the Company Shareholders.

3.17 Governmental Authorization . Each consent, license, permit, grant or other authorization (a) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its properties or (b) which is required for the operation of the business of the Company or any of its Subsidiaries as currently conducted or the holding of any such interest

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(collectively, “ Company Authorizations ”) has been issued or granted to the Company or its Subsidiaries. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit the Company and its Subsidiaries to operate or conduct its business or hold any interest in its properties or assets.

3.18 Litigation . There is no action, suit, claim or proceeding of any nature pending, or to the Knowledge of the Sellers, threatened, against the Company, any of its Subsidiaries or any of their respective properties (tangible or intangible) or any of their respective Senior Managers or directors, nor to the Knowledge of the Sellers, is there any reasonable basis therefor. There is no investigation or other proceeding pending or, to the Knowledge of the Sellers, threatened, against the Company, any of its Subsidiaries or any of their respective properties (tangible or intangible) or any of their respective Senior Managers or directors by or before any Governmental Entity, nor to the Knowledge of the Sellers is there any reasonable basis therefor. No Governmental Entity has at any time challenged or questioned the legal right of the Company or any of its Subsidiaries to conduct its operations as presently or previously conducted. To the Knowledge of the Sellers, there is no action, suit, claim or proceeding of any nature pending or threatened, against any Person who has a contractual right or a right pursuant to applicable law to indemnification from the Company or any of its Subsidiaries related to facts and circumstances existing prior to the Closing, nor are there any facts or circumstances that would give rise to such an action, suit, claim or proceeding.

3.19 Minute Books . The minutes of the Company and its Subsidiaries made available to Purchaser contain complete and accurate records of all actions taken, and summaries of all meetings held, by the Company Shareholders and its Subsidiaries’ shareholders, the Board of Directors of the Company and its Subsidiaries (and any committees thereof) since the time of incorporation. At the Closing, the minute books and minutes of the Company and its Subsidiaries will be in the possession of the Company or its Subsidiaries, as the case may be.

3.20 Environmental Matters . The Company and its Subsidiaries are in compliance in all material respects with all Environmental Laws. Neither the Company nor any of its Subsidiaries is aware of any fact or circumstance which would reasonably be expected to result in material liability to the Company or its Subsidiaries with respect to Hazardous Materials or pursuant to Environmental Laws. Neither the Company nor any of its Subsidiaries has any material liability or obligation pursuant to Environmental Laws. Neither the Company, nor any of its Subsidiaries has retained or assumed by contract or operation of law any material liability or obligation of any other Person under any Environmental Law.

3.21 Brokers’ and Finders’ Fees; Third Party Expenses . The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby, nor will Purchaser incur, directly or indirectly, any such liability based on arrangements made by or on behalf of the Company. The Company has not entered into any arrangement for the payment of any Third Party Expenses, other than on a time and materials basis. Except for Third Party Expenses from the services providers listed on Schedule 7.2(t) , which service providers have agreed to not seek

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payments from the Company, Purchaser or Parent (or any of such entities’ affiliates) for any Third Party Expenses owing to such service providers, all other Third Party Expenses have been previously paid.

3.22 Employee Benefit Plans and Compensation .

(a) Schedule . Except for those items set forth on Section 3.22(a)(ii) and Section 3.22(h) of the Sellers’ Disclosure Schedule, Section 3.22(a)(i) of the Sellers’ Disclosure Schedule contains an accurate and complete list of each material Company Employee Plan, each Employee Agreement under each Company Employee Plan, and each Employee Agreement. Section 3.22(a)(ii) of the Sellers’ Disclosure Schedule sets forth a table setting forth the redacted name, position/title, date of hire, start of service/employment, fixed monthly gross salary, any promised increases in fixed monthly gross salary or in any other forms of remuneration (other than warrants issued to such employees), and any other form of remuneration of, and any special protection against dismissal enjoyed by each employee of the Company or any of its Subsidiaries as of the date hereof. Company Warrants issued to Employees are set forth in Section 3.22(a)(iii) to the Sellers’ Disclosure Schedule. To the Knowledge of the Sellers, no Employee listed on Section 3.22(a)(ii) of the Sellers’ Disclosure Schedule has verbally or in writing expressed the intention to terminate his or her employment for any reason, other than in accordance with the employment arrangements provided for in this Agreement. The Company and its Subsidiaries are under no liability to establish, maintain or contribute to any Company Employee Plan in respect of any Employee in Sweden and Germany, and there are no circumstances in which the Company or any of its Subsidiaries could have any liability (whether or not legally enforceable) to contribute to any Company Employee Plan in respect of any Employee in Sweden and Germany.

(b) Independent Contractor Schedule . Section 3.22(b) of the Sellers’ Disclosure Schedule contains an accurate and complete list of all Independent Contractors and Persons that have a consulting or advisory relationship with the Company or its Subsidiaries, including initial date of engagement, any renewals of such engagement and the rate of compensation for such engagement.

(c) Documents . The Company has provided to Purchaser (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto, if any (ii) all material correspondence to or from any Governmental Entity relating to any Company Employee Plan, and (iii) details of any discretionary practices which may have led any person to reasonably expect additional benefits and details of any discretionary increases to pensions in payment or deferment granted in the three years prior to the date of this Agreement.

(d) Employee Plan Compliance . The Company and its Subsidiaries have performed all obligations required to be performed by them under, are not in default or violation of, and the Sellers have no Knowledge of any default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established, maintained and administered in accordance with its terms and conditions and in compliance with all applicable laws, statutes, orders, rules and regulations. Furthermore, no Company Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. There are

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no actions, suits or claims pending or, to the Knowledge of the Sellers, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan (including, for the avoidance of doubt, against the trustees or managers of an International Employee Plan) or against the assets of any Company Employee Plan. Each Company Employee Plan relating solely to Employees in the U.S. can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Purchaser, the Company or any of its Subsidiaries (other than ordinary administration expenses). Unless prohibited and/or restricted by mandatory law, including court established legal practice, no condition exists that would prevent the Company, Purchaser or Parent from terminating or amending any Employee Plan at any time for any reason without liability to the Company or its Subsidiaries (other than ordinary administration expenses or routine claims for benefits). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Sellers, threatened by any other Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any of its Subsidiaries is subject to any penalty in relation to Tax with respect to any Company Employee Plan under any applicable law. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

(e) No Pension Plan . No U.S. Subsidiary of the Company has ever maintained, established, sponsored, participated in, or contributed to, any U.S. Company Employee Plan which is subject to Title IV of ERISA or Section 412 of the Code. Except under the applicable statutory pension insurance, no pension or retirement scheme or similar commitment or arrangement with any director or Employee of the Company or its Subsidiaries exists or has been promised by the Company or its Subsidiaries.

(f) No Post-Employment Obligations . No Company Employee Plan or Employee Agreement provides, or reflects or represents any contractual liability to provide post-termination benefits of any kind, (it being understood that payment of accrued paid time off or vacation upon termination of employment shall not constitute a post-employment obligation for purposes of this subsection (f)) to any person for any reason, except as may be required by applicable mandatory law, and neither the Company nor any of its Subsidiaries has represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with employee benefits, except to the extent required by mandatory law and as set out in Company Employee Plans applicable to the Employees of the Company and its Subsidiaries.

(g) Effect of Transaction . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any obligation being incurred by the Company or any of its Subsidiaries to any Employee or Independent Contractor, nor in any payment (including severance, golden parachute, bonus or otherwise), becoming due to any Employee or Independent Contractor, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any of its Subsidiaries or (iv) result in the acceleration of the time of payment or vesting of any such benefits.

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(h) Parachute Payments . There is no agreement, plan, arrangement or other Contract covering any Employee that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would be characterized as a “parachute payment” under U.S. law or any compensation or severance payment based on a contractual right. There is no agreement, plan, arrangement or other Contract by which the Company or any of its Subsidiaries is bound to compensate any Employee for excise taxes paid, or for any other taxes payable by any Employee, including any tax or employee national insurance payable in Sweden or Germany.

(i) Employment Matters . The Company and each of its Subsidiaries are in compliance in all material respects with all applicable foreign and local laws, rules and regulations and the Company’s and its Subsidiaries’ own policies, plans or practices respecting employment, employment practices, terms and conditions of employment, worker classification, employee safety and health and wages and hours and employment pension programs and plans, and in each case, with respect to employees: (i) have 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 employees, except with respect to amounts that may need to be withheld in connection with the exercise of the Company Warrants, which have not occurred as of the date of this Agreement, but for which proper withholding and reporting will occur upon such exercise, provided, for the avoidance of doubt, that such exercise is made prior to the Effective Time, (ii) are 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) are 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 employees (other than routine payments to be made in the Ordinary Course of Business including routine payments and contributions provided by mandatory law, in particular social insurance law). There are no actions, suits, claims or administrative matters pending, or to the Knowledge of the Sellers, threatened in writing against the Company, its Subsidiaries or any of their respective employees relating to any employee or Employee Agreement. There are no pending or, to the Knowledge of the Sellers, threatened claims or actions against the Company, any of its Subsidiaries or any trustee of the Company or any of its Subsidiaries under any worker’s compensation policy or other contract, policy, procedure, or staff handbook, including any claim for unfair dismissal, unlawful discrimination, breach of contract or redundancy pay. Except with respect to any liabilities by virtue of law, Section 3.22(i) of the Sellers’ Disclosure Schedule lists all contractual liabilities of the Company to any Employee or Independent Contractor that have resulted from the termination by the Company or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. To the Knowledge of the Sellers, neither the Company nor any of its Subsidiaries has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.

(j) Labor . No work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries is pending, or to the Knowledge of the Sellers, threatened, or reasonably

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anticipated. Neither the Sellers nor the Company has been informed, verbally or in writing, by any labor union or employee of any activities or proceedings of any labor union to establish a works council or of any other significant activities or proceedings to organize any employees. No works council has ever been established with the Company’s German Subsidiary since its foundation. There are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge of the Sellers, threatened in writing relating to any labor matters involving any Employee, including charges of unfair labor practices. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of applicable law. Neither the Company nor any of its Subsidiaries is presently, nor have they been in the past, a party to, or bound by, any collective bargaining agreement, workforce agreement, union recognition agreement or other union contract with respect to employees, and no collective bargaining agreement, workforce agreement, union recognition agreement nor other union contract is being negotiated by the Company or any of its Subsidiaries. With respect to U.S. Employees only, within the past year, neither the Company nor any of its Subsidiaries has incurred any liability or obligation under WARN or any similar state or local law that remains unsatisfied, and no terminations prior to the Closing shall result in unsatisfied liability or obligation under WARN or any similar state or local law.

(k) No Interference or Conflict . To the Knowledge of the Sellers, no Company Shareholder, director, officer, Employee or consultant of the Company or any of its Subsidiaries is obligated under any Contract or agreement or subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s efforts to promote the interests of the Company or any of its Subsidiaries or that would interfere with the business of the Company or any of its Subsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the business of the Company or any of its Subsidiaries as presently conducted nor any activity of such Senior Managers, directors, employees or consultants in connection with the carrying on of the business of the Company or any of its Subsidiaries as presently conducted will, to the Knowledge of the Sellers, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any Contract or agreement under which any of such Senior Managers, directors, employees, or consultants is now bound.

(l) Former Employees and Former Independent Contractors . There are no liabilities with respect to any former employees or former Independent Contractors of the Company or any of its Subsidiaries with respect to any Company Employee Plan.

3.23 Insurance . Section 3.23 of the Sellers’ Disclosure Schedule lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, Senior Managers and directors of the Company and its Subsidiaries, including the type of coverage, the carrier, the amount of coverage, the term and the annual premiums of such policies. There is no claim by the Company or any of its Subsidiaries pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed or that the Company or any of its Subsidiaries has a reason to believe will be denied or disputed by the underwriters of such policies or bonds. In addition, there is no pending claim of which its total value (inclusive of defense expenses) will exceed the policy limits. All premiums due and payable under all such policies and bonds have been paid (or if installment payments are due, will be paid if incurred prior

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to the Closing Date), and the Company and its Subsidiaries are otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). Such policies and bonds (or other policies and bonds providing substantially similar coverage) have been in effect for the past five years and remain in full force and effect. Neither the Sellers nor the Company has any Knowledge or reasonable belief of threatened termination of, or premium increase with respect to, any of such policies. None of the Company or any of its Subsidiaries has ever maintained, established, sponsored, participated in or contributed to any self-insurance plan.

3.24 Compliance with Laws . The Company and its Subsidiaries have complied in all material respects with, are not in material violation of, and have not received any material notices of violation with respect to, any foreign, federal, state or local statute, law or regulation applicable to the Company, its Subsidiaries or their respective assets or properties.

3.25 Export Control Laws . The Company and its Subsidiaries have at all times conducted its export transactions in accordance with all applicable import/export and re-export controls in countries in which the Company or any of its Subsidiaries conduct business or to whose laws any of them are subject. Without limiting the foregoing:

(a) The Company’s and its Subsidiaries’ business as previously and currently conducted, does not require the Company or any of its Subsidiaries to obtain any export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity in connection with the export and re-export or licensing of products, services, software and technologies including any Company Products or Company Intellectual Property (“ Export Approvals ”);

(b) There are no actions, conditions or circumstances pertaining to the Company’s or any of its Subsidiaries’ export transactions that may give rise to any future claims; and

(c) Neither the Company nor any of its Subsidiaries engage or have agreed to engage, in any boycott activities with respect to any country.

3.26 Anti-Bribery Law Compliance . Neither the Company nor any of its Subsidiaries (including any of their respective Senior Managers, directors, agents, employees or other Person associated with or acting on their behalf) has, directly or indirectly, taken any action which would cause it to be in violation of any applicable anti-bribery laws or regulations in countries in which the Company or any of its Subsidiaries conducts business, used any corporate funds for contributions, gifts, entertainment or other expenses relating to political activity, made, offered or authorized any payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar payment, whether directly or indirectly.

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3.27 Substantial Customers and Suppliers .

(a) Section 3.27(a) of the Sellers’ Disclosure Schedule lists customers or licensees of the Company and its Subsidiaries the agreements with whom have individually resulted in revenues or bookings of more than two (2) percent of total customer revenues or bookings in such periods (X) for the twelve (12) month period ended December 31, 2006 and (Y) for the six (6) month period ended June 30, 2007.

(b) Section 3.27(b) of the Sellers’ Disclosure Schedule lists the 10 largest suppliers (including third parties that have licensed Intellectual Property Rights to the Company or any of its Subsidiaries) of the Company and its Subsidiaries on the basis of cost of goods, licenses or services purchased (X) for the twelve (12) month period ended December 31, 2006 and (Y) for the six (6) month period ended June 30, 2007.

(c) As of the date of this Agreement, no such customer or supplier has (i) ceased or materially reduced its purchases from or sales or provision of services to the Company or any of its Subsidiaries, (ii) threatened in writing to cease or materially reduce such purchases or sales or provision of services or (iii) to the Knowledge of the Sellers, been threatened with bankruptcy or insolvency.

3.28 Banks and Brokerage Accounts .  Section 3.28 of the Sellers’ Disclosure Schedule sets forth (i) a true and complete list of the names and locations of all banks, trust companies, securities brokers and other financial institutions at which the Company and any of its Subsidiaries have an account or a safe deposit box or maintain a banking, custodial, trading or other similar relationship; (ii) a true and complete list and description of each such account, box and relationship, indicating in each case the account number and the names of the respective Senior Managers, employees, agents or other similar representatives of the Company and any of its Subsidiaries having signatory power with respect thereto; and (iii) a list of each investment asset, the name of the record and beneficial owner thereof, the location of the certificates, if any, therefor, the maturity date, if any, and any stock or bond powers or other authority for transfer granted with respect thereto.

3.29 Complete Copies of Materials . The Sellers have caused the Company to deliver true and complete copies of each Contract and each other document listed on the Sellers’ Disclosure Schedule.

3.30 Representations Complete . None of the representations or warranties made by the Sellers (as modified by the Sellers’ Disclosure Schedule) in this Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Sellers pursuant to this Agreement contains, or will contain as of the Closing, any untrue statement of a material fact, or omits or will omit as of the Closing to state any material fact necessary in or