ARTICLE I

THE MERGER

1.1

Effective Time of the Merger

1.2

Closing

1.3

Amendment of Company Charter

1.4

Amendment of Parent Charter

1.5

Effects of the Merger

ARTICLE II

CONVERSION OF SECURITIES

2.1

Conversion of Capital Stock

2.2

Exchange of Certificates

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

Organization, Standing and Power; Subsidiaries

3.2

Capitalization

3.3

Authority; No Conflict; Required Filings and Consents

3.4

SEC Filings; Financial Statements; Information Provided

3.5

No Undisclosed Liabilities; Indebtedness

3.6

Absence of Certain Changes or Events

3.7

Taxes

3.8

Owned and Leased Real Properties

3.9

Intellectual Property

3.10

Agreements, Contracts and Commitments; Government Contracts

3.11

Litigation; Product Liability

3.12

Environmental Matters

3.13

Employee Benefit Plans

3.14

Compliance With Laws

3.15

Permits

3.16

Labor Matters

3.17

Insurance

3.18

Assets

3.19

Customers and Suppliers

3.20

Opinion of Financial Advisor

3.21

Section 203 of the DGCL Not Applicable

3.22

Brokers; Schedule of Fees and Expenses

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE TRANSITORY SUBSIDIARY

4.1

Organization, Standing and Power

4.2

Capitalization

4.3

Authority; No Conflict; Required Filings and Consents

4.4

SEC Filings; Financial Statements; Information Provided

4.5

Absence of Certain Changes or Events

4.6

Intellectual Property

4.7

Agreements, Contracts and Commitments

4.8

Litigation; Product Liability

4.9

Compliance With Laws

4.10

Permits

4.11

Operations of the Transitory Subsidiary

4.12

Opinion of Financial Advisor

4.13

Brokers; Schedule of Fees and Expenses

ARTICLE V

CONDUCT OF BUSINESS

5.1

Covenants of the Company

5.2

Confidentiality

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1

No Solicitation

6.2

Joint Proxy Statement/Prospectus; Registration Statement

6.3

Nasdaq Quotation

6.4

Access to Information

6.5

Stockholders Meetings

6.6

Legal Conditions to the Merger

6.7

Public Disclosure

6.8

Section 368(a) Reorganization

6.9

Affiliate Legends

6.10

Nasdaq Stock Market Listing

6.11

Company Stock Plans and Company Warrants

6.12

Indemnification

6.13

Notification of Certain Matters

6.14

Exemption from Liability Under Section 16(b)

ARTICLE VII

CONDITIONS TO MERGER

7.1

Conditions to Each Party’s Obligation To Effect the Merger

7.2

Additional Conditions to Obligations of the Parent and the Transitory Subsidiary

7.3

Additional Conditions to Obligations of the Company

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1

Termination

8.2

Effect of Termination

8.3

Fees and Expenses

8.4

Amendment

8.5

Extension; Waiver

ARTICLE IX

MISCELLANEOUS

9.1

Nonsurvival of Representations and Warranties

9.2

Notices

9.3

Entire Agreement