8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2010

_________________________

ULTICOM, INC.

(Exact name of registrant as specified in its charter)

_________________________

NEW JERSEY	0-30121	22-2050748
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1020 Briggs Road, Mount Laurel, New Jersey	08054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (856) 787-2700

N.A.

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item1.01. Entry into a Material Definitive Agreement.

On October 12, 2010, Ulticom, Inc., a New Jersey corporation (“Ulticom” or the “Company”), entered into a definitive merger agreement (the “Merger Agreement”) with affiliates of Platinum Equity Advisors, LLC (“Platinum Equity”) providing for the acquisition of Ulticom by Platinum Equity for a purchase price of $2.33 per share in cash, after payment of a special dividend in the amount of $5.74 per share in cash (the “Merger”).  Shares held by the Company’s majority shareholder Comverse Technology, Inc. (“Comverse”) will be purchased by Platinum Equity pursuant to a share purchase agreement entered into by Comverse on October 12, 2010 (the “Share Purchase Agreement”), following payment of the special dividend and immediately prior to the cons ummation of the Merger (the “Share Purchase Transaction”), and will be cancelled in the merger without receiving any merger consideration (see “Share Purchase Agreement” below).  Also on October 12, 2010, Comverse entered into a Voting and Support Agreement (the “Voting Agreement”) with Platinum Equity pursuant to which Comverse agreed, among other things, to vote its shares of Company Common Stock in favor of the Merger (see “Voting Agreement” below).

Agreement and Plan of Merger

Pursuant to the Merger Agreement among Utah Intermediate Holding Corporation, a Delaware corporation (“Parent”), Utah Merger Corporation, a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

Upon consummation of the Merger, each share of the Company’s common stock, no par value (the “Company Common Stock”) outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $2.33 per share in cash (the “Merger Consideration”).  As contemplated by the Merger Agreement, the Board of Directors of the Company (the “Board”) has declared a contingent cash dividend (the “Contingent Dividend”) of $5.74 per share, payable immediately prior to the consummation of the Share Purchase Transaction to the Company’s shareholders of record at the close of business on November 24, 2010, subject to satisfaction of the conditions to closing under the Comverse Share Purchase Agreement and the Merger Agreement, including the receipt of a “bring-down” solvency opinion from the Company’s independent financial advisor.  The Company anticipates that pursuant to NASD Rule 11140, buyers of the Company Common Stock in trades executed on The Nasdaq Global Market after the record date and prior to the next trading day after the payment date of the dividend will be entitled to receive the Contingent Dividend. The total consideration to be received by the Company’s shareholders from the Contingent Dividend and the Merger (other than Comverse, which will receive the Contingent Dividend and the Share Purchase Consideration described below) is $8.07 per share in cash.

Immediately prior to the Merger, all unvested outstanding options to purchase Company Common Stock will vest and the deferral period and other restrictions on deferred stock awards and restricted stock awards of the Company will lapse.  Option exercise prices will be adjusted to give

2

effect to the payment of the Contingent Dividend.  The vested options, deferred stock and restricted stock will be cashed out in the Merger at the Merger Consideration (in the case of deferred stock and restricted stock) and at the Merger Consideration minus the adjusted option exercise price (in the case of options).

The Company, Parent and Merger Sub each made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants by the Company to operate its business in the ordinary course of business consistent with past practice during the period from signing to closing and to refrain from certain actions during that period.

The Company further agreed (i) to hold a meeting of its shareholders to consider the approval of the Merger Agreement, (ii) subject to certain exceptions, for the Board to recommend adoption and approval by its shareholders of the Merger Agreement, (iii) not to solicit proposals relating to alternative transactions and (iv) subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connection with, alternative transactions.

Parent has obtained equity financing commitments from Platinum Equity to enable Parent and Merger Sub to satisfy their obligations under the Merger Agreement and the Share Purchase Agreement.  The equity financing commitment is enforceable by the Company and by Comverse.

The closing of the Merger is subject to customary conditions, including (i) the approval of the Company’s shareholders, consisting of (a) the approval of the holders of a majority of the outstanding shares of Company Common Stock and (b) the approval of the holders of a majority of the outstanding shares of the Company Common Stock (other than shares held by Comverse, Parent, the Company and their respective affiliates (including officers and directors)), (ii) receipt of a bring-down solvency opinion from the Company’s financial advisors, (iii) payment of the Contingent Dividend, (iv) closing of the Share Purchase Transaction, (v) the expiration of the waiting period under the German Act against Restraints of Competition, (vi) subject to certain exceptions, the accuracy of the representations and warranties of the parties, and (vii) subject to certain exceptions, the absence of any event, change or circumstance that has or would be reasonably likely to have a material adverse effect on the Company.

The Merger Agreement contains certain termination rights for both Parent and the Company and further provides that, upon termination of the Merger Agreement under certain circumstances, the Company may be required to pay Parent a $1.3 million termination fee.  These circumstances include (i) termination of the Merger Agreement by the Company in order to enter into an agreement pursuant to a superior proposal, (ii) termination by Parent due to a Company Adverse Recommendation Change (as defined in the Merger Agreement), the Company Board’s failure to reaffirm its recommendation for the Merger within two business days upon Parent’s request following the Company’s receipt of a takeover proposal, or a material breach by the Company of its obligation not to solicit competing acquisition proposals after receiving a t akeover proposal, (iii) termination of the Merger Agreement by Parent due to an intentional breach by the Company of the Merger Agreement and an unsolicited third party proposal was received by the Company prior to such termination, if the Company subsequently consummates a transaction contemplated in such unsolicited proposal within 12 months of termination.  In addition, the Company is required to pay up to $600,000 as reimbursement of Parent’s out-of-pocket transaction expenses if

3

the Merger Agreement is terminated by the Company or Parent because the requisite shareholder approval is not obtained.  Furthermore, if a takeover proposal has been made and publicly announced prior to the shareholder vote, and the Company consummates a transaction pursuant to any takeover proposal within 12 months after such termination, then the Company shall pay Parent $1.3 million as a termination fee less any expense reimbursement previously paid by the Company.

Investors are encouraged to review the full terms and provisions of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated into this report by reference.

Share Purchase Agreement

Pursuant to the Share Purchase Agreement among Comverse, Parent and Merger Sub, Comverse agreed, among other things, to sell to Parent all of the shares of Company Common Stock owned by Comverse (such shares, the “Comverse Shares”) for aggregate consideration of approximately $17.2 million, amounting to up to $2.33 per Comverse Share, consisting of (i) approximately $13.2 million to be paid in cash by Parent at the closing of the Share Purchase Transaction and (ii) two non-interest bearing promissory notes in the aggregate principal amount of $4.0 million to by issued by Merger Sub to Comverse (collectively, the “Share Purchase Consideration”).  The first promissory note, in the amount of $1.4 million, is payable to Comverse 14 months after consummation of the Merger, and the second promiss ory note, in the amount of $2.6 million, is payable to Comverse following the determination of Ulticom’s revenue for a 24-month period following the consummation of the Merger and subject to reduction based on the revenue generated by Ulticom during such period.

The Share Purchase Agreement contains certain termination rights for each of the parties, including the right to terminate the Share Purchase Agreement if the Merger Agreement is terminated in accordance with its terms.

If the Share Purchase Agreement is terminated as a result of the termination of the Merger Agreement (i) by Parent due to a Company Adverse Recommendation Change, the Company Board’s failure to reaffirm its recommendation for the Merger within two business days upon Parent’s request following the Company’s receipt of a takeover proposal, or a material breach by the Company of its obligation not to solicit competing acquisition proposals after receiving a takeover proposal or (ii) by the Company in order to enter into an agreement pursuant to a superior proposal, then, if the Company subsequently consummates a transaction pursuant to any takeover proposal within 12 months of such termination, Comverse shall pay to Parent the Comverse Termination Fee, net of any previous expense reimbursement or termination fee paid by Com verse.

If the Share Purchase Agreement is terminated as a result of the termination of the Merger Agreement by Parent due to an intentional breach by the Company of the Merger Agreement, an unsolicited third party proposal was received by the Company prior to such termination and the Company subsequently consummates a transaction contemplated in such unsolicited proposal within 12 months of termination, Comverse shall pay to Parent the Comverse Termination Fee, net of any previous expense reimbursement or termination fee paid by Comverse.

4

If the Share Purchase Agreement is terminated as a result of the termination of the Merger Agreement by the Company or Parent due to a failure to obtain the requisite shareholder vote, then (i) Comverse shall pay a termination fee that is the difference between $1 million and the amount of such costs and expenses for which the Company is obligated to reimburse Parent, at the time of the termination of the Merger Agreement, and (ii) if a takeover proposal has been made and publicly announced prior to the shareholder vote, and the Company subsequently consummates a transaction pursuant to any takeover proposal within 12 months of termination in which the Company is sold for an enterprise value greater than $12 million, then Comverse shall pay to Parent 30% of Comverse’s profit, up to a maximum of $1.2 million (the “Comverse Term ination Fee”), net of any previous expense reimbursement or termination fee paid by Comverse, in each case at the time of the closing of such transaction.

The Share Purchase Agreement also includes customary representations, warranties, covenants by each of the parties and customary closing conditions.

Voting and Support Agreement

Pursuant to the Voting Agreement entered into with Parent and Merger Sub, Comverse agreed, among other things, to vote all of the Comverse Shares then beneficially owned by it in favor of the adoption and approval of the Merger Agreement.  The Voting Agreement will terminate upon the termination of either the Merger Agreement or the Share Purchase Agreement in accordance with its terms or 30 days after a Company Adverse Recommendation Change.

Investors are encouraged to review the full terms and provisions of the Share Purchase Agreement and the Voting Agreement, which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated into this report by reference.

Item 8.01. Other Events.

Also on October 12, 2010, Ulticom issued a press release announcing the proposed acquisition of the Company by Platinum Equity.  A copy of the press release is being furnished herewith as Exhibit 99.1.

Also on October 12, 2010, Ulticom distributed to its employees a letter regarding the execution of the Merger Agreement and the Merger, a copy of which letter is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of October 12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc.
10.1	Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation, and Utah Merger Corporation

5

10.2	Voting and Support Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation, and Utah Merger Corporation
99.1	Press release, dated October 12, 2010.
99.2	Letter to Employees, dated October 12, 2010.

Forward-Looking Statements

Some of the statements contained in this communication (including information included or incorporated by reference herein) may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company's expectations, beliefs and strategies regarding the future.  These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Important fac tors could adversely affect the Company's future financial performance and cause actual results to differ materially from the Company's expectations, including uncertainties associated with the proposed sale of the Company to an affiliate of Platinum Equity, the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction, the ability of third parties to fulfill their obligations relating to the proposed transaction, the ability of the parties to satisfy the conditions to closing set forth in the Merger Agreement and the risk factors discussed from time to time by the Company in its reports filed with the Securities and Exchange Commission (the "SEC").  The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required by the federal securities laws.

Additional Information About This Transaction

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Platinum Equity.  In connection with the proposed acquisition, the Company will file with, or furnish to, the SEC all relevant materials, including a proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be mailed to shareholders of the Company. Investors and security holders will be able to obtain the proxy statement (when available) and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, Ulticom, Inc. - USA., 1020 Briggs Road, Mount Laurel, NJ 08054, telephone: (856) 787-2700, or from the Company’s website, www.ulticom.com.

The Company and its directors and executive officers and certain other members of its

6

management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed acquisition the Company by Platinum Equity.  Information regarding the Company’s directors and executive officers is set forth in the Company’s proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on April 28, 2010.  Additional information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction.

7

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ULTICOM, INC.
By:	/s/  Shawn K. Osborne
	Name:	Shawn K. Osborne
	Title:	President and Chief Executive Officer

Date: October 12, 2010

8

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of October12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc.
10.1	Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation
10.2	Voting and Support Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation
99.1	Press release, dated October 12, 2010.
99.2	Letter to Employees, dated October 12, 2010.

9

EX-2.1

EXHIBIT 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Dated as of October 12, 2010

among

UTAH INTERMEDIATE HOLDING CORPORATION,

UTAH MERGER CORPORATION

and

ULTICOM, INC.

TABLE OF CONTENTS

Page

ARTICLE I	THE MERGER		1
Section 1.1		The Merger	1
Section 1.2		Closing	2
Section 1.3		Effective Time	2
Section 1.4		Effects of the Merger	2
Section 1.5		Certificate of Incorporation and By-laws of the Surviving Corporation	2
Section 1.6		Directors and Officers of the Surviving Corporation	2
ARTICLE II	EFFECT OF THE MERGER ON THE CAPITAL STOCK  OF THE CONSTITUENT CORPORATIONS;  EXCHANGE OF CERTIFICATES; COMPANY STOCK OPTIONS,  DEFERRED STOCK UNITS; RESTRICTED STOCK UNITS		2
Section 2.1		Conversion of Securities	3
Section 2.2		Exchange of Certificates	3
Section 2.3		Company Stock Options; Deferred Stock Units; Restricted Stock Units	5
Section 2.4		Adjustments	6
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		6
Section 3.1		Organization, Standing and Corporate Power	7
Section 3.2		Capitalization	7
Section 3.3		Authority; Non-Contravention	8
Section 3.4		Governmental Approvals	10
Section 3.5		Company SEC Documents; Undisclosed Liabilities; Internal Controls; NASDAQ Compliance	10
Section 3.6		Absence of Certain Changes	13
Section 3.7		Legal Proceedings	13
Section 3.8		Compliance With Laws; Permits	13
Section 3.9		Information Supplied	14
Section 3.10		Tax Matters	14
Section 3.11		Employee Benefits	15
Section 3.12		Labor	17
Section 3.13		Environmental Matters	18
Section 3.14		Intellectual Property	18
Section 3.15		Material Contracts	22
Section 3.16		Title to Assets and Properties	26
Section 3.17		Insurance	27
Section 3.18		Opinions of Financial Advisor	27
Section 3.19		Brokers and Other Advisors	27
Section 3.20		State Takeover and Dissent Statutes	28
Section 3.21		Foreign Corrupt Practices Act	28

TABLE OF CONTENTS

(continued)

Page

Section 3.22		Export Control Laws	28
Section 3.23		Consent Decrees	29
Section 3.24		Product Liability and Recall	29
Section 3.25		No Company Rights Plan	29
Section 3.26		Dividends	29
Section 3.27		No Other Representations or Warranties	30
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		30
Section 4.1		Organization	30
Section 4.2		Authority; Non-contravention	30
Section 4.3		Governmental Approvals	31
Section 4.4		Information Supplied	31
Section 4.5		Sufficiency of Funds; Capital Resources	31
Section 4.6		Brokers and Other Advisors	32
Section 4.7		Other Matters	32
Section 4.8		Share Ownership	32
ARTICLE V	ADDITIONAL COVENANTS AND AGREEMENTS		33
Section 5.1		Conduct of Business	33
Section 5.2		No Solicitation; Other Offers; Etc	36
Section 5.3		Reasonable Best Efforts	39
Section 5.4		Public Announcements	40
Section 5.5		Access to Information; Confidentiality	41
Section 5.6		Notification of Certain Matters	41
Section 5.7		Insurance	42
Section 5.8		Fees and Expenses	42
Section 5.9		Rule 16b-3	43
Section 5.10		Deregistration	43
Section 5.11		Takeover Statutes	43
Section 5.12		Company Subsidiaries	43
Section 5.13		Employee Matters	43
Section 5.14		Contingent Dividend	44
Section 5.15		Preparation of the Proxy Statement; Shareholders Meeting	45
ARTICLE VI	CONDITIONS TO THE MERGER		46
Section 6.1		Conditions to Each Party’s Obligation to Effect the Merger	46
Section 6.2		Conditions to Obligations of Parent and Merger Sub	46
Section 6.3		Conditions to Obligations of the Company	47
Section 6.4		Frustration of Closing Conditions	47
ARTICLE VII	TERMINATION		47

TABLE OF CONTENTS

(continued)

Page

Section 7.1		Termination	47
Section 7.2		Effect of Termination	49
Section 7.3		Termination Fees	49
ARTICLE VIII	MISCELLANEOUS		50
Section 8.1		No Survival of Representations and Warranties	50
Section 8.2		Amendment or Supplement	51
Section 8.3		Extension of Time, Waiver, Etc	51
Section 8.4		Assignment	51
Section 8.5		Counterparts	51
Section 8.6		Entire Agreement; No Third-Party Beneficiaries	51
Section 8.7		Governing Law; Jurisdiction; Waiver of Jury Trial	52
Section 8.8		Injunction, Specific Enforcement, Etc	52
Section 8.9		Notices	53
Section 8.10		Severability	53
Section 8.11		Definitions	54
Section 8.12		Interpretation	59

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of October 12, 2010 (this “Agreement”), is among Utah Intermediate Holding Corporation, a Delaware corporation (“Parent”), Utah Merger Corporation, a New Jersey corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Ulticom, Inc., a New Jersey corporation (the “Company”).  Certain terms used in this Agreement are used as defined in ­Section 8.11.

WHEREAS, the respective boards of directors of Parent, Merger Sub and the Company have approved and declared it advisable to enter into this Agreement and have approved the merger of Merger Sub with and into the Company with the Company being the surviving corporation, in accordance with the New Jersey Business Corporation Act (the “NJBCA”), on the terms and subject to the conditions provided for in this Agreement (the “Merger”);

WHEREAS, as a condition to Parent and Merger Sub entering into this Agreement and incurring the obligations set forth herein, concurrently with the execution and delivery of this Agreement, Comverse Technology, Inc., a shareholder of the Company (the “Principal Shareholder”), has entered into (i) a voting and support agreement (the “Voting Agreement”), dated as of the date hereof, pursuant to which, among other things, the Principal Shareholder has agreed to vote to adopt this Agreement and to take certain other actions in furtherance of the Merger, in each case on the terms set forth therein, and (ii) a share purchase agreement (the “Share Purchase Agreement”), dated as of the date hereof, pursuant to which, among other things, the Principal Shareholder has agreed to sell all of its shares of Company Common Stock (the “Principal Shareholder Shares”) to Parent on the terms set forth therein; and

WHEREAS, the board of directors of the Company has approved this Agreement, has determined that the consideration to be paid for each share of Company Common Stock in the Merger, other than the Principal Shareholder Shares (which shall be purchased by Parent immediately prior to the Merger and cancelled in the Merger), is fair to the holders of such shares, and has resolved to recommend that the shareholders of the Company adopt and approve this Agreement and the Merger upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of these premises, the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1The Merger.  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NJBCA, at the Effective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”).

1

SECTION 1.2Closing.  The closing of the Merger (the “Closing”) shall take place at 10:00 a.m. (New York City time) on a date to be specified by the parties (the “Closing Date”), which date shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those cond itions at such time), at the offices of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, unless another time, date or place is agreed to in writing by the parties hereto.

SECTION 1.3Effective Time.  Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the New Jersey Department of the Treasury, Division of Revenue, Business Services Bureau, a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the NJBCA (the “Certificate of Merger”).  The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certific ate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

SECTION 1.4Effects of the Merger.  The Merger shall have the effects set forth in Section 10-6 of the NJBCA.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.

SECTION 1.5Certificate of Incorporation and By-laws of the Surviving Corporation.  As of the Effective Time, the certificate of incorporation and by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (subject to Section 5.7 hereof).

SECTION 1.6Directors and Officers of the Surviving Corporation.

(a)The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

(b)The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS;

2

EXCHANGE OF CERTIFICATES; COMPANY STOCK OPTIONS,

DEFERRED STOCK UNITS; RESTRICTED STOCK UNITS

SECTION 2.1Conversion of Securities.  At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Merger Sub or the Company:

(a)Each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, no par value per share, of the Surviving Corporation.

(b)Any shares of Company Common Stock (“Shares”) that are owned by the Company as treasury stock, any Shares that are owned by any Subsidiary of the Company, and any Shares owned by Parent or Merger Sub or any Subsidiary of Parent or Merger Sub, which, for the avoidance of doubt, shall include the Principal Shareholder Shares, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

(c)Each issued and outstanding Share (other than Shares to be canceled in accordance with Section 2.1(b)) shall automatically be cancelled and cease to exist, and shall be converted into the right to receive an amount in cash equal to $2.33 (the “Merger Consideration”), payable to the holder thereof without interest upon surrender, in the manner provided in this Agreement, of the certificate (or book entry evidence of ownership) formerly representing such Share.

SECTION 2.2Exchange of Certificates.

(a)Paying Agent.  Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the holders of Shares in connection with the Merger (the “Paying Agent”) to receive, on terms reasonably acceptable to the Company, for the benefit of holders of Shares, the aggregate Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.1(c).  Parent or Merger Sub shall deposit such aggregate Merger Consideration with the P aying Agent at or prior to the Effective Time.  Such aggregate Merger Consideration deposited with the Paying Agent shall, pending its disbursement to such holders, be invested by the Paying Agent as directed by Parent.  Any amounts in excess of the aggregate Merger Consideration, including, but not limited to, any interest or other income resulting from such investments, shall be paid to Parent or Merger Sub upon termination of the fund pursuant to Section 2.2(e) and shall be the property of Parent or Merger Sub.  Parent shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this paragraph to the extent such losses have caused the amount of the funds on deposit with the Paying Agent to be less than the aggregate amount of Merger Consideration payable in respect of Shares for which payment has not theretofore been made.

(b)Exchange Procedures.  Promptly after the Effective Time (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares that were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that

3

delivery shall be effected, and risk of loss and title to such Shares shall pass, only upon proper delivery of the certificates (or evidence of shares in book entry form) which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration.  Upon surrender of a Certificate for cancellation to the Paying Agent, together with such lett er of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled.  If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be accompanied by all documents required to evidence and effect that transfer and (y) the Paying Agent shall be entitled to deduct any applicable Taxes from the Merger Consideration in accordance with Section 2.2(g), unless the Person requesting such payment shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable.  Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.2 the Merger Consideration into which the Shares have been converted pursuant to Section 2.1(c).  No interest shall be paid or accrued on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

(c)Transfer Books; No Further Ownership Rights in Company Stock.  The Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates, and at the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corpor ation of the Shares that were outstanding immediately prior to the Effective Time.  From and after the Effective Time, the holders of Certificates that evidenced ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except for the right to receive the applicable Merger Consideration or as otherwise provided by applicable Law.  Subject to the last sentence of Section 2.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

(d)Lost, Stolen or Destroyed Certificates.  If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, as contemplated b y this Article II.

4

(e)Termination of Fund.  At any time following the six-month anniversary of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held b y such holders, as determined pursuant to this Agreement, without any interest thereon.  Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent free and clear of all claims or interest of any Person previously entitled thereto.

(f)No Liability.  Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(g)Withholding Taxes.  Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to a holder of Shares such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), or under any provision of state, local or foreign tax Law.  To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, t he withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.  The transmittal letters mailed pursuant to Section 2.2(b) shall include usual and customary documentation regarding backup withholding pursuant to Section 3406 of the Code.

SECTION 2.3Company Stock Options; Deferred Stock Units; Restricted Stock Units.

(a)Prior to the Effective Time, the board of directors of the Company (or a duly authorized committee thereof) shall take all action as is reasonably necessary or appropriate to cause:

(i)each option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock (each, an “Option”) to become fully vested immediately prior to the Effective Time and to terminate and be cancelled at the Effective Time, and each holder of an Option shall be entitled to receive in exchange therefor an amount in cash, if any, to be paid as soon as practicable (but in no event later than three business days) following the Effective Time by the Company, equal to the Option Consideration for each share of Company Common Stock that was subject to the Option immedia tely prior to such termination and cancellation; it being understood that Options with an exercise price that exceeds the per share Merger Consideration shall be cancelled and shall not be entitled to receive any Option Consideration; and

5

(ii)immediately prior to the Effective Time, (A) the deferral period with respect to each outstanding deferred stock award representing the right to receive shares of Company Common Stock at the end of such period (“DSA”) and (B) the restricted period and all restrictions and conditions with respect to each issued and outstanding share of restricted stock (“RSA”), in each case, to lapse or be deemed satisfied, and each DSA and RSA shall be deemed cancelled and terminated and converted into the right to receive from the Company as soon as practicable (but in no event later than thr ee business days) following the Effective Time an amount in cash equal to the Merger Consideration multiplied by the number of shares of Company Common Stock formerly represented by such DSA or RSA (the “DSA/RSA Consideration”).

(b)Prior to the Effective Time, the board of directors of the Company (or a duly authorized committee thereof) shall take all action as is reasonably necessary or appropriate to terminate each of the Company Stock Plans as of the Effective Time and, subject to Section 409A of the Code and applicable Law, cause all rights under any Plan providing for the issuance or grant of any other interest subsequent to the Effective Time in respect of the Company Common Stock to be cancelled.

(c)The Company shall cause the payments called for under this Section 2.3 to be made as and when required by this Section 2.3.  Parent, the Surviving Corporation, the Paying Agent and the Company shall be entitled to deduct and withhold from the Option Consideration and DSA/RSA Consideration otherwise payable pursuant to this Section 2.3 to any holder of Options, DSAs or RSAs such amounts as may be required to be deducted and withheld with respect to the making of such payments under the Code, or under any provision of state, local or foreign Tax Law, and Parent and the Company shall make any required filings with and payments to the appropriate Governmental Authority relating to any such deduction or withholding.  To the extent that amounts are so deducted and withheld by Parent and the Company and paid over to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Options, DSAs or RSAs in respect of which such deduction and withholding was made by Parent and the Company.

SECTION 2.4Adjustments.  Notwithstanding any provision of this Article II to the contrary, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the per share Merger Consideration shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchan ge of shares or similar transaction.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Merger Sub that, except as disclosed in the numbered or lettered section of the disclosure schedule delivered by the Company to

6

Parent simultaneously with the execution of this Agreement (the “Company Disclosure Schedule”) referencing a representation or warranty herein (each of which exceptions, in order to be effective, shall clearly indicate the section and, if applicable, subsection of this Article to which it relates (unless and to the extent the relevance to other representations and warranties is reasonably apparent from the actual text of the disclosed exception)):

SECTION 3.1Organization, Standing and Corporate Power.

(a)The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey and has all requisite corporate power and authority under the NJBCA to own or lease all of its properties and assets and to carry on its business as it is now being conducted as described in the Company’s Annual Report on Form 10-K filed on April 20, 2010 (the “Latest 10-K”).  Each Subsidiary of the Company is a corporation, société par actions simplifiée or other entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted.  The Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.

(b)The Company has made available to Parent complete and correct copies of (i) the certificate of incorporation and by-laws of the Company, as amended to the date of this Agreement (the “Company Charter Documents”), (ii) the organizational documents of each of its Subsidiaries, each as amended to the date of this Agreement, and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company (other than meetings and other proceedings held to discuss or take any actions in connection with the Merger and the other Transactions or in connection with any previous proposals with respect an acquisition or merger involving the Company).  Neither the Company nor any of its Subsidiaries is in violation or breach of any of the Company Charter Documents or the organizational documents of the Company’s Subsidiaries.

SECTION 3.2Capitalization.

(a)The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 2,500,000 shares of undesignated stock, no par value per share, of the Company (“Undesignated Stock”).  At the close of business on October 8, 2010, (i) 11,133,221 shares of Company Common Stock were issued and outstanding (of which 148,676 Shares were subject to RSAs credited to participants under their accounts under the Company Stock Plans), (ii) 478,728.77 shares of Company Common Stock were reserved for future issuance under the Company Stock Plans (of which 463,287 shares of Company Common Stock were subject to outstanding Options granted under the Company Stock Plans and 13,441.77 Shares were subject to DSAs credited to participants under their accounts under the Company

7

Stock Plans), and (iii) no shares of Company Undesignated Stock were issued or outstanding.  All Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights.  Since October 8, 2010, the Company has not issued any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, other than pursuant to Options, RSAs and DSAs referred to above that are outstanding as of the date of this Agreement and are set forth in Section 3.2(a) of the Company Disclosure Schedule (together with the applicable exercise prices relating thereto as of the date of this Agreement and, to the extent permitted to comply with applicable Plan requirements and consistent wi th past practice, estimated adjusted exercise prices after giving effect to the payment of the Contingent Dividend) or that are hereafter issued without violation of Section 5.1 hereof.

(b)Exhibit 21 to the Latest 10-K sets forth a true, correct and complete list of all Subsidiaries of the Company.  All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, and are owned directly or indirectly by the Company free and clear of Liens.  Other than the Subsidiaries of the Company set forth in Exhibit 21 to the Latest 10-K, (i) the Company does not have any Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person , and (ii) the Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person.

(c)Except as described in Section 3.2(a), there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any securities or debt convertible into or exchangeable for capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or agreement.

SECTION 3.3Authority; Non-Contravention.

(a)The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions.  The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly authorized and approved by its board of directors and, except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions.  This Agreement has been duly executed a nd delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

8

(b)The board of directors of the Company, at a meeting duly called and held, has (i) approved this Agreement, (ii) determined that the consideration to be paid for each Share in the Merger (which does not include the Principal Shareholder Shares) is fair to the holders of such Shares, (iii) declared it advisable and in the best interests of the Company and its shareholders, other than the Principal Shareholder whose Shares will be purchased by Parent immediately prior to the Merger and cancelled in the Merger, to consummate the Merger, and (iv) resolved to recommend, subject to Section 5.2 hereof, that the shareholders of the Company adopt this Agreement.

(c)Except as set forth on Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions nor the consummation of the Share Purchase Transaction, nor compliance by the Company with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Company Charter Documents, or (ii) assuming that the authorizations, consents and approvals of Governmental Authorities referred to in Section 3.4 are obtained, the filings referred to in Section 3.4 are made and the Company Shareholder Approval is obtained, (x) contravene, conflict with or violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries in any material respect, (y) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, or (z) require any consent or other action by any Person under, result in any breach under, violate or constitute a default, or an event that (with or without notice or lapse of time or both) would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled, under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, permit, franchise, certificate, approval, authorization, instrument, contract, obligation or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound, except, in the case of clause (ii) above, for such breaches, violations or defaults as would not reasonably be expected to have a Company Material Adverse Effect.

(d)(i) The affirmative vote (in person or by proxy) at the Company Shareholders Meeting (or any adjournment or postponement thereof) of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement and (ii) the affirmative vote (in person or by proxy) at the Company Shareholders Meeting (or any adjournment or postponement thereof) of the holders of a majority of the outstanding shares of Company Common Stock, other than (A) the Principal Shareholder and its Affiliates, (B) Parent and its Affiliates, and (C) the Company and its Affiliates, in favor of the adoption of this Agreement (clauses (i) and (ii) collectively, the “Company Shareholder Approval”) are the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which are necessary or required to adopt this Agreement and approve the Transactions.

SECTION 3.4Governmental Approvals.  Except for (a) the filing with the SEC of a proxy statement relating to the Company Shareholder Meeting (as amended or supplemented from time to time, the “Proxy Statement”) and other filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules of

9

NASDAQ, (b) the filing of the Certificate of Merger with the New Jersey Department of the Treasury, Division of Revenue, Business Services Bureau pursuant to the NJBCA, (c) the filing with the German Federal Cartel Office (Bundeskartellamt) and the granting of approval of the Transactions under the German Act against Restraints of Competition (GWB) (the “German Antitrust Approval”), and (d) any filings or compliance actions set forth in Section 3.4 of the Company Disclosure Schedule, no action by or in respect of, and no consents or approvals of, or filings, permits, authorizations, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, other than such actions, consents, approvals, filings, permits, authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.5Company SEC Documents; Undisclosed Liabilities; Internal Controls; NASDAQ Compliance.

(a)The Company has filed with or furnished to the SEC all required registration statements, prospectuses, reports, forms, statements, certifications and other documents required to be filed or furnished by the Company since October 30, 2009 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”), and all such Company SEC Documents in the form filed with the SEC are available on the SEC’s EDGAR website.  As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirement s of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), except as disclosed in Section 3.5(a) of the Company Disclosure Schedule, the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the rules and regulations of the SEC promulgated thereunder, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or n ecessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  None of the Subsidiaries of the Company is required to file any forms, reports or other documents with the SEC.

(b)The consolidated financial statements of the Company included in the Company SEC Documents, including each Company SEC Document filed after the date of this Agreement until the Closing, (i) complied, as of their respective dates of filing with the SEC, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X) and (iii) fairly present in all material respects the consolidated financial position of the Company and the Company’s Subsidiaries a s of the respective dates thereof and the consolidated results of operations and cash flows of the

10

Company and the Company’s Subsidiaries as at the dates and for the periods covered thereby (subject, in the case of unaudited interim statements, to normal year-end audit adjustments).

(c)Except as set forth on Section 3.5(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except Liabilities (i) reflected or reserved against on the unaudited consolidated balance sheet of the Company as of July 31, 2010 (such balance sheet, the “Balance Sheet”, and such date, “Balance Sheet Date”) (including the notes thereto) delivered to Merger Sub, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent in all material respects with past practice which are of the type which ordinarily recur and do not result from any breach of Contract, tort or violation of any applicable Law, or (iii) arising under or in connection with this Agreement.

(d)The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act).  Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure.  Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or s ubmits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

(e)The Company has established and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP.  The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation prior to the date hereof that was completed as of September 13, 2010 to the Company’s auditors and the audit committee of the board of directors (i) any significant deficiencies and material weaknesses in the design or operat ion of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.  The Company has made available to Merger Sub a summary of any such disclosure made by management, based on their most recent evaluation prior to the date hereof that was completed as of September 13, 2010, to the Company’s auditors and the audit committee of the board of directors of the Company.  To the Company’s Knowledge, there is no fraud, whether or not material, that involves (i) any current employees of the Company or any of its Subsidiaries or (ii) except as set forth on Section 3.5(e) of the Company Disclosure Schedule, any former employees of the Company or any of its Subsidiaries whose employment termina ted subsequent to July 31, 2005, in each case who have a role in the Company’s internal controls over financial reporting.

11

(f)There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(g)Since November 25, 2009, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market LLC (“NASDAQ”).

(h)Since October 30, 2009, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are true and correct as of the date of such certification.

(i)The Company has made available to Merger Sub copies of all documentation, if any, creating or governing, all securitization transactions, rights of a third party to receive future payments due to the Company or any Subsidiary, rights to make payments on behalf of the Company or any Subsidiary to any third party or joint venture, agreements to allow any third party to issue bankers’ acceptances or similar commercial paper based on third party invoices issued by the Company or any Subsidiary and other “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the SEC) or obligations to fund any third party vendor or extend credit to any third party that were entered into by the Company or its di rect or indirect Subsidiaries.

(j)Except as disclosed in the Company’s definitive Schedule 14A filed on April 28, 2010 (the “Latest Schedule 14A”), there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

(k)The Company has heretofore delivered to Merger Sub a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.  No “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) filed as an exhibit to the Company SEC Documents has been amended or modified, except for amendments or modifications so furnished or which have been filed as an exhibit to a subsequently dated Company SEC Document.  The Company has heretofore d elivered to Merger Sub a complete and correct copy of any comment letters or similar correspondence received by the Company from the SEC for the Company’s three prior fiscal years and current fiscal year that are not available on the SEC’s EDGAR website.  The SEC has not provided comments to the Company in connection with any Company SEC

12

Documents that remain unresolved and are material.  To the Knowledge of the Company, no investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened.

SECTION 3.6Absence of Certain Changes.

(a)Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, since the Balance Sheet Date, the business of the Company and its Subsidiaries has been carried on and conducted in the ordinary course of business consistent with past practice and there has not been any event, change or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)Except as set forth on Section 3.6(b) of the Company Disclosure Schedule, since the Balance Sheet Date and through the date of this Agreement, neither the Company nor any of its Subsidiaries has taken any action or agreed to take any action that would have been prohibited by Section 5.1 had this Agreement been in effect for such period.

SECTION 3.7Legal Proceedings.  Except as set forth on Section 3.7 of the Company Disclosure Schedule, there is no pending or, to the Knowledge of the Company, threatened, material legal or administrative proceeding, litigation, petition, grievance, complaint, arbitration, claim, suit or action against or affecting the Company or any of its Subsidiaries or any present or former executive officer or director of the Company or any of its Subsidiaries in their capacity as such.  Except as set forth on Section 3.7 of the Compa ny Disclosure Schedule, there is no material injunction, order, writ, judgment, ruling or decree imposed upon the Company or any of its Subsidiaries, in each case, by or before any Governmental Authority or arbitrator.  Except as set forth on Section 3.7 of the Company Disclosure Schedule, there have not been, nor are there currently pending, any material internal investigations or inquiries being conducted by the Company, the Company’s board of directors (or any committee thereof) or, at the request of any of the foregoing, by any third party concerning any financial, accounting, Tax, conflict of interest, illegal activity, fraudulent or deceptive conduct or other misfeasance or malfeasance issues relating to the Company or any of its Subsidiaries.

SECTION 3.8Compliance With Laws; Permits.

(a)Except as disclosed in the Latest 10-K and in the Company’s Quarterly Report on Forms 10-Q filed on June 9, 2010 and September 13, 2010 (collectively, and together with the Latest Schedule 14A, the “Filed Company SEC Documents”) and set forth on Section 3.8(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has complied in all material respects with and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of, and no reasonable basis exists for a ny such violation of, all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries.

(b)Except as set forth on Section 3.8(b) of the Company Disclosure Schedule, the Company and each of its Subsidiaries hold all material licenses, franchises, permits,

13

certificates, approvals and authorizations from, and since July 31, 2005 have made all filings with, Governmental Authorities necessary and/or legally required for the lawful conduct of their respective businesses (collectively, “Permits”).  Since July 31, 2005, the Company and its Subsidiaries have materially complied, and are now in material compliance, with the terms of all Permits, and all such Permits are valid and in full force and effect.  Except as disclosed in the Filed Company SEC Documents and set forth on Section 3.8(b) of the Company Disclosure Schedule, since July 31, 2005, neither the Company nor any of its Subsidiaries has received any written notice or other communication f rom any Governmental Authority regarding (i) any actual or possible violation of Law or any Permit or failure to comply in any material respect with any term or requirement of any Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit.  None of the material Permits will be terminated or impaired, or will become terminable, in whole or in part, as a result of the Merger or any of the other Transactions.

SECTION 3.9Information Supplied.  Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.4, the Proxy Statement will not, on the date the Proxy Statement is first mailed to shareholders of the Company and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.  The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act.  Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

SECTION 3.10Tax Matters.  Except for those matters disclosed on Section 3.10 of the Company Disclosure Schedule: (i) each of the Company and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all Income Tax Returns or other material Tax Returns required to be filed by it, and all such filed Tax Returns are correct and complete in all material respects; (ii) all income or other material Taxes (whether or not shown to be due on such Tax Returns) have been timely paid and each of the Company and its Sub sidiaries has withheld and paid over to the appropriate Governmental Authority all material Taxes which it is required to withhold from amounts paid or owing to any employee, shareholder, creditor or other third party; (iii) neither the Company nor any of its Subsidiaries has requested or been granted an extension of the time for filing any Income Tax Return or other material Tax Return which has not yet been filed; (iv) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date of this Agreement the time in which any Income Tax or other material Tax may be assessed or collected by any Governmental Authority; (v) no deficiency with respect to income or other material Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which has not been fully paid or adequately reserved in the Balance Sheet; (vi) no audit or other administrative or court proceedings are being conducted or pending with any Governmental Authority with respect to income or other material Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received; (vii) neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return other than a group of which the Company is the

14

common parent (the “Company Group”), or (B) has any Liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or foreign Law) (other than members of the Company Group); (viii) neither the Company nor any of its Subsidiaries has distributed stock of another Person in a transaction that was intended to be governed by Code §355 in the two years prior to the date of this Agreement or as part of a plan in conjunction with the Transactions contemplated by this Agreement; (ix) neither the Company nor any of its Subsidiaries has participated in, or is currently participating in, any “reportable transaction” for purposes of Treasury Regulation §1.6011-4(b) (including any “listed transaction” for purpo ses of Treasury Regulation §1.6011-4(b)(2)); (x) neither the Company nor any of its Subsidiaries is a party to any agreement, the principal purpose of which is to share or allocate Taxes between the Company or any of its Subsidiaries, on the one hand, and a third party, on the other hand; (xi) neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for any taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (C) installment sale or open transaction disposition made on or prior to the Closing Date, or (D) prepaid amount received on or prior to the Closing Date; (xii) as o f the date hereof, the Company is not a “United States real property holding corporation” within the meaning of Code Section 897(c); (xiii) there are no Liens for material Taxes upon any of the assets of the Company or its Subsidiaries except Liens for current Taxes not yet due and payable; and (xiv) since July 31, 2005, no written claim has been made by any Governmental Authority in a jurisdiction where the Company or its Subsidiaries does not file a Tax Return that it is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes.

SECTION 3.11Employee Benefits.

(a)Section 3.11(a) of the Company Disclosure Schedule sets forth a list of all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and all other material benefit or compensation plans, programs, agreements or arrangements, including, without limitation, bonus plans, employment, consulting or other compensation agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, change in control, termination, retention or severance plans or arrangements, stock purchase, sev erance pay, sick leave, vacation pay, salary continuation for disability or hospitalization, medical insurance, life insurance and scholarship plans and programs, pension, retiree medical, supplemental retirement, profit sharing, termination, and indemnity, in each case, sponsored or maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or is obligated to contribute or has any material Liability (each, a “Plan”); provided, that notwithstanding the foregoing, Section 3.11(a) of the Company Disclosure Schedule shall not contain any Plans mandated by applicable Law of any jurisdiction other than the United States that is maintained, sponsored or administered by a Governmental Authority (each a “Foreign Governmental Plan”).  E ach Plan maintained on behalf of individuals residing or working inside the United States shall be referred to herein as a “Company US Plan”.  Each Plan (other than a Foreign Governmental Plan) maintained on behalf of individuals residing or working outside of

15

the United States shall be referred to herein as a “Company Foreign Plan”, and together with the Company US Plans, the “Company Plans”.  Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, none of the Company Plans is, and neither the Company nor any of its ERISA Affiliates has in the last six years maintained, contributed to, had an obligation to contribute to, or had any Liability in respect of, a Title IV Plan, and, to the Knowledge of the Company, no fact or event exists which would reasonably be expected to give rise to any such Liability.  Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, the Company has no obligation to provide, nor do any of the Company Plans provide, for post-employment health or life insurance benefits or coverage for any Person, except as specifically required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state Law and at the sole expense of such Person.

(b)True, correct and complete copies of the following documents, with respect to each of the Company Plans, have been made available or delivered to Parent by the Company, to the extent applicable: (i) all documents setting forth the terms of each Company Plan and all amendments thereto and any related trust documents, insurance policies or other Contracts governing administration or funding and any amendments thereto; (ii) the most recent Internal Revenue Service determination or opinion letters; (iii) the two most recent Forms 5500 and all schedules, financial statements and qualified accountant’s opinion thereto, (iv) the most recent summary plan descriptions and any summaries of material modifications thereto; (v) written descriptions of all material non-written agreements relating to each Company Plan; and (vi) the most recently prepared actuarial report and financial statement in connection with each Company Plan.

(c)Since July 31, 2005, the Company Plans have been maintained, funded and administered in accordance with their terms in all material respects and in material compliance with all provisions of ERISA, the Code and other applicable Law.  Except as set forth on Section 3.11(c) of the Company Disclosure Schedule, since July 31, 2005, there are no audits, investigations or inquiries by any Governmental Authority pending or, to the Knowledge of the Company, threatened with respect to any Company Plan that are material individually or in the aggregate.  Except as set forth on Section 3.11(c) of the Company Disclosure Schedule, since July 31, 2005, there are no claims, litigation or proceedings or other actions pending or, to the Knowledge of the Company, threatened with respect to any Company Plan (other than routine claims for benefits in the normal course) that are material individually or in the aggregate.  No act or omission has occurred with respect to any Company US Plan that could give rise to the imposition on the Company or any of its Subsidiaries of any material fine, penalty, tax or related changes under Chapter 43 of the Code or under Section 409, 502(c), (i), or (l) or Section 4071 of ERISA.

(d)The Company US Plans intended to qualify under Section 401(a) of the Code have received a favorable determination letter from the Internal Revenue Service after Janauary 1, 2006, which takes into account the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) or has been submitted for a favorable determination or opinion letter under EGTRRA or is still within the EGTRRA remedial amendment period provided by Section 401(b) of the Code, and to the Knowledge of the Company, nothing has occurred with respect to the form or operation of such Company US Plans which would reasonably be expected to adversely affect the qualification of such Comp any US Plan.

16

(e)Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, all contributions (including all employer contributions and employee salary reduction contributions) and premium payments required to have been made under any of the Company Plans for all periods ending prior to or as of the Closing Date have been made by the due date thereof (including any valid extension) or properly accrued, except as would not reasonably be expected to result in a material Liability to the Company and its Subsidiaries.

(f)Except as set forth on Section 3.11(f) of the Company Disclosure Schedule, the Transactions (either alone or in combination with any other event) (i) will not cause the acceleration of vesting in, an increase in, an obligation to fund or payment of, any benefits or compensation under any Company Plan and (ii) will not result in any payments by the Company or any of its Subsidiaries that, individually or in the aggregate, will not be deductible under Section 280G of the Code.

(g)Any Company Plan that constitutes a “non-qualified deferred compensation plan” subject to Code Section 409A complies in all material respects with Code Section 409A with respect to its form and operation.

(h)(i) No Company Foreign Plan has any material unfunded or underfunded liabilities, (ii) neither the Company nor any Subsidiary has incurred any material Liability or obligation in connection with the termination of or withdrawal from any Company Foreign Plan, and (iii) no Foreign Plan has been declared to be fully or partially wound up, nor has any act or event occurred pursuant to which any such Company Foreign Plan could be ordered to be wound up, in whole or in part, by any Governmental Authority.  With respect to each Plan that is a Foreign Governmental Plan, the Company and its Subsidiaries have complied in all material respects with the terms, requirements, conditions and applicable Laws relating to each Foreign Go vernmental Plan, and neither the Company nor any Subsidiary are in default of their respective obligations under any Foreign Governmental Plan.  There are no audits, investigations, claims or proceedings that are pending, or to the Knowledge of the Company, threatened by any Governmental Body against the Company or any Subsidiary with respect to any Foreign Governmental Plan that are material individually or in the aggregate.

(i)Except as set forth on Section 3.11(i) of the Company Disclosure Schedule, each Company Plan can be amended, terminated or otherwise discontinued at any time without material Liability to Parent or the Company (other than ordinary administration expenses).

SECTION 3.12Labor.

(a)Except as set forth on Section 3.12(a) of the Company Disclosure Schedule, since July 31, 2005, the Company and its Subsidiaries have complied in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, including wages and hours, labor relations, employment discrimination, disability rights or benefits, equal opportunity, WARN, affirmative action, leaves of absence, occupational health and safety, workers compensation and unemployment insurance, eligibility for and payment of overtime compensation, worker classification (including the proper classification of independent contractors and consul tants), Tax withholding, collective

17

bargaining, immigration and harassment.  Except as set forth on Section 3.12(a) of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened, legal or administrative proceedings, litigation, petition, grievance, complaint, arbitration, claim, suit or action relating to employment or labor matters that could expose the Company or any of its Subsidiaries to material liability.

(b)Except as set forth on Section 3.12(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is or has been within the last three years a party to any collective bargaining agreement or other agreements or arrangements with any labor union or works council applicable to individuals employed by the Company or any of its Subsidiaries, nor is any such agreement or arrangement being negotiated, nor, to the Knowledge of the Company, are there any such employees represented by a works council or a labor organization or activities or proceedings of any labor union to organize any such employees.

(c)There are no (i) strikes, work stoppages, lockouts or slowdowns pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries, and no such strikes, work stoppages, lockouts, controversies or slowdowns have occurred in the last three years, or (ii) unfair labor practice charges or similar grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries.

(d)Section 3.12(d) of the Company Disclosure Schedule contains a true and complete list of all individuals who serve as employees of or consultants to the Company as of the date hereof, including each employee’s position, base compensation payable, bonus opportunity, date of hire, employment status and job classification (exempt or non-exempt) to each such individual.

SECTION 3.13Environmental Matters.  Each of the Company and its Subsidiaries is and has been in material compliance with all Environmental Laws, which material compliance includes the possession by the Company or its Subsidiary of all material Permits and other material governmental authorizations required under Environmental Laws and material compliance with the terms and conditions thereof, including compliance triggered as a result of the Merger.  No notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed, and no investigation, action, claim, su it, proceeding or review is pending or, to the Knowledge of the Company, is threatened by any Person relating to or alleging that the Company or any of its Subsidiaries is not in compliance in any material respect with any Environmental Law.

SECTION 3.14Intellectual Property.

(a)Section 3.14(a) of the Company Disclosure Schedule sets forth an accurate and complete list as of the date of this Agreement of (i) each of the following included in the Company Intellectual Property:  (A) issued patents and pending patent applications; (B) trademark, domain name and service mark (collectively, “Mark”) registrations, applications for registration of Marks and material unregistered Marks; and (C) applications for registration of and registered copyrights, and (ii) all Company Products.  Section 3.1 4(a) of the Company

18

Disclosure Schedule also lists the record owner of each registered or applied for item of such Intellectual Property, the jurisdiction in which each such item of Intellectual Property has been registered or in which any such application has been filed, and the number and date of each such registration or application, as applicable.

(b)Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries own or have sufficient rights to use all Intellectual Property material to the conduct of the business of the Company and its Subsidiaries as currently conducted.

(c)No litigation or action before a Governmental Authority is pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, (i) challenging the ownership, enforceability, validity or use by the Company or any of its Subsidiaries of any Company Intellectual Property or Licensed Intellectual Property, or (ii) alleging that the Company or any of its Subsidiaries, or any Company Software or Company Product or the use thereof, is violating, misappropriating or infringing the Intellectual Property rights of any Person.  Since July 31, 2005, neither the Company nor any of its Subsidiaries has received any notification that a license under any other Person’s Intellectual Property th at is not currently held by the Company or one of its Subsidiaries is or may be required to conduct their respective businesses.

(d)To the Knowledge of the Company, (i) no Person is violating, misappropriating or infringing any material Company Intellectual Property and (ii) the operation of the business of the Company and its Subsidiaries as currently conducted, the use of the Company Intellectual Property and Licensed Intellectual Property in connection therewith and the operation and use of the Company Software and Company Products, do not violate, constitute or result from a misappropriation of, or infringe the Intellectual Property of any other Person.

(e) The Company or a Subsidiary of the Company is the exclusive owner of the entire and unencumbered (except as set forth in a Company IP Agreement) right, title and interest in and to the Company Intellectual Property, and the Company IP Agreements, and, subject to Section 3.14(d) (and the knowledge and materiality qualifiers contained therein), the Company or a Subsidiary of the Company has a valid right to use the Company Intellectual Property and Licensed Intellectual Property in the ordinary course of the business of the Company and its Subsidiaries as currently conducted, subject only to the terms of the Company IP Agreements.

(f)Neither the Company, any of its Subsidiaries, nor the business of the Company and its Subsidiaries is subject to any outstanding consent, settlement, decree, order, injunction, judgment, or ruling restricting the use of any Company Intellectual Property or Licensed Intellectual Property, or that would impair the validity or enforceability of such Intellectual Property. No university, Governmental Authority or other organization has sponsored research and development in connection with the business of the Company and its Subsidiaries, or has any claim of right to or ownership of or other Lien on any Company Intellectual Property or Licensed Intellectual Property. No research and development conducted

19

in connection with the business of the Company and its Subsidiaries was performed by a graduate student, university employee, or employee of any Governmental Authority.

(g)The Company Intellectual Property has not been adjudged invalid or unenforceable in whole or part and to the Knowledge of the Company, the Company Intellectual Property and Licensed Intellectual Property (which Licensed Intellectual Property is material to the Company or any of its Subsidiaries) is subsisting, valid, and enforceable.  The consummation of the Transactions will not result in the termination or impairment of any Company Intellectual Property or Licensed Intellectual Property.

(h)The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the business of the Company and its Subsidiaries,including the source code for any Company Software.  Except as set forth on Section 3.14(h) of the Company Disclosure Schedule, to the Knowledge of the Company, (i) there has been no misappropriation of any material trade secrets or other material confidential Intellectual Property used in connection with the busine ss of the Company and its Subsidiaries by any Person; (ii) no employee, independent contractor, or agent of the Company or any of its Subsidiaries has misappropriated any trade secrets of any other Person in the course of performance as an employee, independent contractor, or agent of the business of the Company and its Subsidiaries; and (iii) no employee, independent contractor, or agent of the Company or any of its Subsidiaries is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement, or similar agreement or contract relating in any way to the protection, ownership, development, use, or transfer of Intellectual Property.

(i)The Company or one of its Subsidiaries owns or has a valid right to access and use all computer systems, networks, hardware, Software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and its Subsidiaries (the “Company IT Systems”).  The Company IT Systems (i) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its Subsidiaries as currently conducted, and (ii) do not, to the Knowledge of the Company, contain any viruses, worms, trojan h orses, bugs, faults or other devices, errors, contaminants or effects that (A) disrupt or adversely affect the functionality of any Company IT Systems, except as disclosed in their documentation, or (B) enable or assist any Person to access without authorization any Company IT Systems.

(j)The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry standards to secure the Company IT Systems from unauthorized access or use by any Person, and to ensure the continued, uninterrupted, and error-free operation of the Company IT Systems, including employing adequate security, maintenance, disaster recovery, redundancy, backup, archiving, and virus or malicious device scanning/protection measures.  To the Knowledge of the Company, no Person has gained unauthorized access to any Company IT Systems.

20

(k)To the Knowledge of the Company, the Company’s and its Subsidiaries’ operation of any websites used in connection with their respective businesses, and content thereof and data processed, collected, stored, or disseminated in connection therewith, does not violate any applicable Law.   The Company and its Subsidiaries (i) have obtained all necessary permits, approvals, consents, authorizations, or licenses to lawfully operate their websites and to use their data, and (ii) are operating their websites and using such data in accordance with the scope of such permits, approvals, consents, authorizations, or licenses.  The Company and its Subsidiaries have posted a privacy policy governing their u se of data, and disclaimers of Liability on their websites, and have complied with such privacy policy in all material respects. There is no action, suit, proceeding or claim pending, or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging a violation of any Person’s privacy, personal or confidentiality rights under any applicable Laws, and no valid basis exists for any such action, suit, proceeding or claim. With respect to all personal and user data gathered or accessed in the course of the operations of the Company and its Subsidiaries, the Company and its Subsidiaries have at all times taken commercially reasonable measures to ensure that such data is protected against loss and unauthorized access, use, modification, disclosure or other misuse, and to the Knowledge of the Company, there has been no unauthorized access to or other misuse of such data.

(l)The Company has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential Liability of another Person for infringement, misappropriation or violation of any Intellectual Property, in each case, other than pursuant to customer Contracts in the ordinary course of business.

(m)To the Knowledge of the Company, none of the Company Products or Company Software: (i) contains any virus, worm, trojan horse, other material known contaminant, bug, defect or error that materially and adversely affects the use, functionality or performance of such Company Product or Company Software or any product or system containing or used in conjunction with such Company Product or Company Software; or (ii) fails to comply with any applicable warranty or other contractual commitment by the Company to a third party relating to the use, functionality, or performance of such Company Product or Company Software or any product, service or system containingo r used in conjunction with, such Company Software.

(n)The Company and its Subsidiaries have obtained all approvals necessary for exporting the Company Products outside the United States and importing the Company Products into any country in which the Company Products are currently sold, licensed for use or otherwise distributed by or on behalf of the Company or its Subsidiaries, and all such approvals are valid, current and in full force and effect.

(o)No rights in the Company Software created by or for the Company or its Subsidiaries have been transferred to any third party except to the customers of the business of the Company and its Subsidiaries to whom the Company or one of its Subsidiaries has licensed such Company Software on a non-exclusive basis in the ordinary course of business. The Company or one of its Subsidiaries has the right to use all software development tools, library functions, compilers, and other third-party software that are material to the business of the Company and its Subsidiaries or that are required to operate or modify the Company Software.

21

(p)No Company Software created by or for the Company or its Subsidiaries has been licensed, distributed or otherwise made available as Open Source Software.  Except as set forth on Section 3.14(p) of the Company Disclosure Schedule, no Open Source Software was or is used in, incorporated into, derived from, dynamically linked to, or integrated, distributed or bundled with any Company Products (including Company Software created by or for the Company or its Subsidiaries embedded in such Company Products). With respect to any such items of Open Source Software, Section 3.14(p) of the Company Discl osure Schedule identifies the underlying Open Source Software, the Company IP Agreement governing the use of such Open Source Software, and the particular Company Products in which such Open Source Software is present.

(q)The Company and its Subsidiaries and the Company Products (including Company Software embedded in such Company Products) make no use of Open Source Software in a fashion that (i) requires the licensing, disclosure or distribution of any source code for Company Software created by or for the Company or its Subsidiaries or Company Products (other than source code that is Open Source Software) or Company Intellectual Property to licensees or any other Person, (ii) prohibits or limits the receipt of consideration in connection with licensing, sublicensing or distributing any Company Software created by or for the Company or its Subsidiaries or Company Products, (iii) except as specifically permitted by applicable Law, allows any Pers on to decompile, disassemble or otherwise reverse-engineer any Company Software created by or for the Company or its Subsidiaries or Company Products, or (iv) requires the licensing of any Company Software created by or for the Company or its Subsidiaries or Company Products to any other Person for the purpose of making derivative works.

(r)Except as set forth on Section 3.14(r) of the Company Disclosure Schedule, no source code for any Company Software created by or for the Company or its Subsidiaries or Company Products has been delivered or licensed to any other Person, or is subject to any source code escrow or assignment obligation.  The consummation of the Transactions will not result in Merger Sub being bound by or subject to any non-compete or obligation to license Intellectual Property to any Person, covenant not to sue, or other restriction on the operation or scope of its business, which Merger Sub was not bound by or subject to prior to the Closing.

SECTION 3.15Material Contracts.

(a)Section 3.15(a) of the Company Disclosure Schedule sets forth a list of all Material Contracts (arranged in clauses corresponding to the clauses set forth below) as of the date of this Agreement (each a “Company Material Contract”).  For purposes of this Agreement, “Material Contract” means any of the following categories of Contracts to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound:< /div>

(i)any joint venture, partnership, limited liability company, alliance and teaming or other similar agreement or arrangement relating to or respecting the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole;

22

(ii)any Contract or Contracts relating to or evidencing indebtedness in an amount in excess of $100,000, individually or in the aggregate, other than equipment leases entered into in the ordinary course of business that do not exceed $250,000 in the aggregate;

(iii)any Contract that limits or prohibits (or purports to limit or prohibit) the Company or any of its Subsidiaries or any Affiliate of the Company from (A) engaging or competing in any line of business or in any geographical locations, (B) making, selling or distributing any products or services or using, transferring, licensing, distributing or enforcing any Intellectual Property rights owned by the Company or any of its Subsidiaries, or (C) soliciting of the customers or employees of any Person;

(iv)any Contract between the Company or any of its Subsidiaries, on the one hand, and the top twenty (20) customers of the Company and its Subsidiaries, on the other hand, with respect to which the Company and its Subsidiaries recognized cumulative revenue during the twelve-month period ended July 31, 2010 (each such customer, a “Major Customer”, and each such Contract referenced in this Section 3.15(a)(iv), a “Major Customer Contract”);

(v)any Contract that contains any covenant of the Company granting any exclusivity rights or contains most favored customer pricing provisions;

(vi)any Contract between the Company or any of its Subsidiaries, on the one hand, and any Major Customer, on the other hand, that contains any (A) material penalties imposed on the Company or any of its Subsidiaries for late delivery of the Company’s or any of its Subsidiaries’ products or breach of other performance obligations by the Company or any of its Subsidiaries, or (B) material penalties (other than standard warranty obligations agreed to by the Company in the ordinary course of business) imposed on the Company or any of its Subsidiaries associated with repairs, returns or quality performance of the Company’s or any of its Subsidiaries’ products or services;

(vii)any Contract (other than Plans) or purchase orders in the ordinary course of business) between the Company or any of its Subsidiaries, on the one hand, and the top twenty (20) suppliers of goods, products or components (including software) and/or services with respect to which the Company and its Subsidiaries made cumulative expenditures during the twelve-month period ended July 31, 2010 (each such supplier, a “Major Supplier”), on the other hand (each Major Supplier and the cumulative expenditures made by the Company and its Subsidiaries during the twelve-month period ended July 31, 2010 and paid to each such Major Supplier shall be set forth on Section 3.15(a)(vii) of the Company Disclosure Schedule);

(viii)(A) any material Contract between the Company or any of its Subsidiaries, on the one hand, and any sole source suppliers, on the other hand, (B) material original equipment manufacturer (OEM) Contracts, electronic manufacturing services (EMS) Contracts, original design and manufacturing supply (ODM) Contracts, third party logistics (3PL) Contracts, transportation Contracts, and other contract manufacturing Contracts, or any other material Contract that licenses or otherwise authorizes any Person to design, manufacture, reproduce, develop or modify the products, software, services or technology of the Company and its Subsidiaries (other than standard form customer agreements covering the Company Products

23

and sample code relating thereto entered into in the ordinary course of business); (C) any material distribution and vendor Contracts, and all Contracts related thereto; or (D) any material ERP hosting Contracts;

(ix)Contracts (A) that contain any “take or pay” or volume commitment provisions binding the Company or any of its Subsidiaries, or (B) that contain provisions granting any rights of first refusal, rights of first negotiation or similar rights to any Person other than the Company in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole;

(x)any Contract (or series of related Contracts) involving the acquisition or disposition by the Company or any of its Subsidiaries, directly or indirectly (by merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise), of assets or capital stock or other equity interests of another Person (including joint venture, partnership or other similar agreements) not in the ordinary course of business;

(xi)any Contract relating to an acquisition, divestiture, merger, license or similar transaction and containing representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), whether or not disputed, that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $100,000;

(xii)(w) licenses of Intellectual Property by the Company or any of its Subsidiaries to any third party other than in customer agreements entered into in the ordinary course of business, (x) licenses of Intellectual Property by any third party to the Company or any of its Subsidiaries other than in customer agreements entered into in the ordinary course of business, (y) Contracts between the Company or any of its Subsidiaries, on the one hand, and any third party, on the other hand, relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking, advertisement, or other practices with respect to Internet websites other than, in each case, in customer o r non-material vendor agreements entered into in the ordinary course of business and (z) consents, settlements, decrees, orders, injunctions, judgments, or rulings governing the use, validity, or enforceability of Company Intellectual Property, in each case of (w)-(z) other than commercially available off-the-shelf computer software (excluding Open Source Software) licensed pursuant to shrink-wrap or click-wrap licenses;

(xiii)any Contract (or series of related Contracts) with any agency or department of the United States federal government for the purchase of goods and/or services from the Company or any of its Subsidiaries;

(xiv)any Contract containing a guarantee or assumption of other obligations of any third party or reimbursement of any maker of a letter of credit, except for Contracts entered into in the ordinary course of business consistent with past practice which agreements relate to obligations which do not individually exceed $500,000;

(xv)any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of the capital stock or other securities of the

24

Company or any of its Subsidiaries or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts conforming to the standard forms of option and restricted stock unit agreement under the Company Option Plans (notwithstanding any variation in terms related to vesting schedules, performance criteria, number of shares and other terms specific to an individual’s grant);

(xvi)any Contract that prohibits (A) the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, (B) the pledging of the capital stock of the Company or any of its Subsidiaries or (C) the issuance of guarantees by any Subsidiary of the Company;

(xvii)any employment, service or consulting Contract or arrangement with any (A) current executive officer of the Company or member of the Company’s board of directors, and any employment, service or consulting Contract or arrangement with any other employee of the Company or its Subsidiaries that provides for at least $100,000 in base compensation, other than those that are terminable by the Company or any of its Subsidiaries on no more than thirty (30) days’ notice without Liability or financial obligation to the Company or any of its Subsidiaries and (B) former executive officer of the Company pursuant to which any material Liability of the Company remains outstanding;

(xviii)any Contract (other than a Plan) not otherwise described in this Section 3.15 which has aggregate future sums due from the Company or any of its Subsidiaries in excess of $500,000 and is not terminable by the Company or any such Subsidiary (without penalty or payment) on ninety (90) or fewer days’ notice; and

(xix)any settlement agreement entered into by the Company or, to the extent possessed by or available to the Company, by any current or former executive officer within five (5) years prior to the date of this Agreement, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company in the ordinary course of business in connection with the routine cessation of such employee’s employment or independent contractor’s service arrangement with the Company, or (B) settlement agreements with Persons other than Governmental Entities for cash only (which has been paid) that do not exceed $100,000 as to such settlement.

(b)The Company has made available to Parent, as of the date of this Agreement, true and correct copies of each Company Material Contract (including all amendments, modifications, extensions, renewals or guarantees with respect thereto).

(c)Each Company Material Contract is in full force and effect, is valid and binding on the Company or its Subsidiaries party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (ii) none of the Company or its Subsidiaries and, to the Knowledge of the Company, any other party thereto, is in breach or default under the terms of any such Company Material Contract.  Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under, or repudiation of, any Company Material Contract by any other party thereto.  Except as set forth on Section

25

3.15(c) and Section 3.11(f) of the Company Disclosure Schedule, neither the Company’s entering into this Agreement nor the consummation of the Merger or any of the other Transactions or the Share Purchase Transaction shall give rise to, or trigger the application of, any notice or consent requirement, any “change of control” or any material rights of any third party or any material obligations of the Company or any of its Subsidiaries under any Company Material Contract that would come into effect upon the consummation of the Merger or any of the other Transactions or the Share Purchase Transaction.

(d)Section 3.15(d) of the Company Disclosure Schedule sets forth each Major Customer and the revenues received from the sale of products or services to each such Major Customer during the twelve-month period ended July 31, 2010.  During the last twelve (12) months, except as set forth on Section 3.15(d) of the Company Disclosure Schedule, none of the Major Customers has terminated or failed to renew or informed the Company in writing of any intention to materially reduce purchases under any of its Major Customer Contracts and neither the Company nor any of its Subsidiaries has received any notic e of termination or experienced any such material reduction in purchases from any of the Major Customers.  There are no outstanding material disputes between the Company or its Subsidiaries, on the one hand, and any Major Customer, on the other hand.

(e)There are no outstanding material disputes between the Company or its Subsidiaries, on the one hand, and any Major Supplier, on the other hand.

SECTION 3.16Title to Assets and Properties.

(a)The Company and each of its Subsidiaries has good and valid title to all their respective material assets and properties (including those shown on the Balance Sheet) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except assets and properties which are no longer used or useful in the conduct of their businesses and those assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Liens, except for (x) Permitted Liens; (y) mortgages deeds of trust, security interests or other encumbrances on title related to indebtednes s reflected on the consolidated financial statements of the Company included in the Filed Company SEC Documents; and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be conducted.  All properties used in the operations of the Company’s business are reflected on the Balance Sheet to the extent required under GAAP to be so reflected.  The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as their businesses have been conducted prior to the date hereof; provided, that no representation is made in this Section 3.16 regarding Intellectual Property.

(b)Neither the Company nor any of its Subsidiaries owns any real property.  Section 3.16(b) of the Company Disclosure Schedule is a complete and correct list of all material

26

real property and interests in real property leased by the Company or any of its Subsidiaries (each such property or interest, a “Leased Real Property”).  With respect to Leased Real Property, (i) the Company or its Subsidiary, as applicable, has a valid leasehold interest in such Leased Real Property free and clear of all Liens (other than Permitted Liens), and (ii) neither the Company nor its Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. The Company has delivered to Merger Sub true, correct and complete copies of all leases, subleases and other Contra cts under which the Company and/or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto.

SECTION 3.17Insurance.  Section 3.17 of the Company Disclosure Schedule sets forth a correct and complete list of all material insurance policies maintained by the Company or any of its Subsidiaries (the “Policies”).  The Policies (i) have been issued by insurers which, to the Knowledge of the Company, are reputable and financially sound, (ii) provide coverage for the operations conducted by the Company and its Subsidiaries of a scope and coverage consistent with customary practice in the industries in which t he Company and its Subsidiaries operate and (iii) are in full force and effect.  Neither the Company nor any of its Subsidiaries is in material breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any of the Policies.  No written notice of cancellation or termination has been received by the Company with respect to any of the Policies.  Except as set forth on Section 3.17 of the Company Disclosure Schedule, there is no material claim pending under any of the Policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds.

SECTION 3.18Opinions of Financial Advisor.  The board of directors of the Company has received an opinion of Duff & Phelps, LLC, dated the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the consideration to be received by the Company’s shareholders in the Merger for the Shares, which does not include the Principal Shareholder Shares (which shall be purchased by Parent immediately prior to the Merger and cancelled in the Merger), is fair to such holders from a financial point of view.  The board of directors of the Company has received a solvency opin ion of Duff & Phelps, LLC, dated the date of this Agreement, to the effect that after giving effect to the Contingent Dividend: (i) the fair valuation and present fair saleable value of the Company’s assets will exceed its liabilities, including all contingent and other liabilities; (ii) the Company will not have an unreasonably small amount of capital for the businesses in which it is engaged or in which Company management has indicated it intends to engage; and (iii) the Company will be able to pay its debts and liabilities, including (A) all Liabilities contingent or otherwise, as they mature and become due, and (B) all debts as they become due in the usual course of the Company’s business.

SECTION 3.19Brokers and Other Advisors.  Section 3.19 of the Company Disclosure Schedule sets forth each payee of Company Transaction Expenses and a reasonable, good faith estimate of the Company Transaction Expenses payable to each such payee.  Except

27

for the payees named on Section 3.19 of the Company Disclosure Schedule, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, or other Company Transaction Expenses in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.

SECTION 3.20State Takeover and Dissent Statutes.

(a)Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.8, as of the date hereof, neither the New Jersey Shareholders Protection Act (N.J.S.A. 14A:10A-1 et seq.) nor the Company Charter Documents prohibit the Company from entering into this Agreement or effectuating the Transactions.  To the Knowledge of the Company, no other state anti-takeover statute or similar statute or regulation applies to the Merger.

(b)No shareholder of the Company is entitled to dissent to, or seek or perfect appraisal rights with respect to, the Merger and/or the Share Purchase Transaction pursuant to the NJBCA or, to the Knowledge of the Company, other applicable Law.

SECTION 3.21Foreign Corrupt Practices Act.  Neither the Company nor any of its Subsidiaries (including any of their officers, directors, agents, distributors, 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 material violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries in any jurisdiction other than the United States (collectively, the “FCPA”), or, to the Knowledge of the Company, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly, or made any other payment in violation of applicable Law in any material respect.  The Company has established reasonable internal controls and procedures intended to ensure compliance with the FCPA.

SECTION 3.22Export Control Laws.  Since July 31, 2005, the Company and each of its Subsidiaries has conducted its export transactions in accordance in all material respects with applicable provisions of United States export control laws and regulations, including but not limited to the Export Administration Act and implementing Export Administration Regulations. Without limiting the foregoing, since July 31, 2005: (a) the Company and each of its Subsidiaries has obtained all material export licenses and other material approvals required for its exports of products, software and technologies from the United States; (b) the Company and each of its Subsidiaries is in material compliance with the terms of all applicable export licenses or other approvals; (c) there are no material pending or, to the Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such export licenses or other approvals; and (d) no material consents or approvals for the transfer of export licenses to Merger Sub are required, except for such consents and approvals that can be obtained expeditiously without material cost.

28

SECTION 3.23Consent Decrees.  Section 3.23 of the Company Disclosure Schedule sets forth a list of all material consent decrees to which the Company or any of its Subsidiaries is subject and any material voluntary agreements with any Governmental Authority resulting from any civil, criminal or administrative actions, suits, claims, hearings, investigations or proceeding by any Governmental Entity that impose any continuing duties on the Company, including any additional reporting or monitoring requirements.

SECTION 3.24Product Liability and Recall.

(a)The materials, products and services distributed or marketed by the Company and each of its Subsidiaries have made all material disclosures to users or customers required by applicable Law, and none of such disclosures made or contained in any such materials have been inaccurate, misleading or deceptive in any material respect, except, in each case, as would not reasonably be expected to result in material Liability to the Company.

(b)Neither the Company nor any of its Subsidiaries has any material Liability (and, to the Knowledge of the Company, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any material Liability) arising out of any injury to individuals or property as a result of the license or use of any product of the Company or any of its Subsidiaries.

(c)There are no pending internal investigations, material external investigations for which the Company has received notice, other external investigations for which the Company has received written notice, or voluntary or involuntary recalls, of any product of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, has it received any notifications from any third party or Governmental Authority that might give rise to any potential investigation, or the recall, of any product of the Company or any of its Subsidiaries. Each product that is sold or licensed by the Company or any of its Subsidiaries is designed and manufactured, and functions or operates, in all material respects in accordance with such productR 17;s design or specifications, and in accordance with applicable product safety or regulatory requirements.

SECTION 3.25No Company Rights Plan.  The Company is not a party to, and its not otherwise obligated or bound by, any shareholder rights plan or similar plan entitling its existing shareholders to acquire additional capital stock of the Company as a result of the Merger or any of the other Transactions or the Share Purchase Transaction.

SECTION 3.26Dividends.  Any and all dividends declared by the board of directors of the Company and/or paid by the Company or any of its Subsidiaries since January 1, 2007 have complied with the NJBCA and, except as would not reasonably be expected to result in a material Liability to the Company or materially impair, prevent or delay the ability of the Company to consummate the Merger and the other Transactions, all other applicable Laws.  The Contingent Dividend was declared, and when paid will be, in each case, in compliance with the NJBCA and, except as would not reasonably be expected to result in a material Liability to the Company or mat erially impair, prevent or delay the ability of the Company to consummate the Merger and the other Transactions, all other applicable Laws.

29

SECTION 3.27No Other Representations or Warranties.  Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any representation or warranty with respect to the Company or its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent or any of its Affiliates or representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub jointly and severally represent and warrant to the Company:

SECTION 4.1Organization.  Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey.  Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub.  Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

SECTION 4.2Authority; Non-contravention.

(a)Parent has all necessary corporate power and authority to execute and deliver this Agreement and the Share Purchase Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions and the Share Purchase Transaction.  The execution, delivery and performance by Parent of this Agreement and the Share Purchase Agreement, and the consummation by Parent of the Transactions and the Share Purchase Transaction, have been duly authorized and approved by its boards of directors.  Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions.  The execution, delivery and p erformance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub.  No other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions.  No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transaction.  This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the B ankruptcy and Equity Exception.  The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

30

(b)Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor compliance by Parent or Merger Sub with any of the terms or provisions of this Agreement or by Parent with any of the terms or provisions of the Share Purchase Agreement, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and Section 4.3 are obtained and the filings referred to in Section 3.4 and Section 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or Merger Sub in any material respect, or (y) violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party, except, in the case of clause (ii) above, for such violations or defaults as would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations hereunder or, in the case of Parent, under the Share Purchase Agreement or prevent or materially delay consummation of the Transactions or the Share Purchase Transaction or otherwise have a material adverse effect on Parent or Merger Sub.

SECTION 4.3Governmental Approvals.  Assuming the accuracy of the representations and warranties set forth in Section 3.4 of this Agreement, except for (i) filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules of NASDAQ, (ii) the filing of the Certificate of Merger with the New Jersey Department of the Treasury, Division of Revenue, Business Services Bureau pursuant to the NJBCA, (iii) the filing with the German Federal Cartel Office (Bundeskartellamt) and the granting of German Antitru st Approval, and (iv) such other filings and notifications required to be made by Parent or Merger Sub under, and compliance with other applicable requirements of, Laws applicable to Parent or Merger Sub, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by Parent and Merger Sub, or of the Share Purchase Agreement by Parent, or the consummation by Parent and Merger Sub of the Transactions and by Parent of the Share Purchase Transaction, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations hereunder or the ability of Parent to perform its obligations under the Share Purchase Agreement or prevent or materially delay consummation of the Transactions or the Share Purchase Transaction or othe rwise have a material adverse effect on Parent or Merger Sub.

SECTION 4.4Information Supplied.  The information supplied (or to be supplied) by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will not, on the date the Proxy Statement is first mailed to shareholders of the Company and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

SECTION 4.5Sufficiency of Funds; Capital Resources.

(a)Parent has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter (the “Equity Commitment

31

Letter”), dated as of the date of this Agreement, from Platinum Equity Capital Partners II, L.P. (“Platinum”) to provide an aggregate amount up to $22,000,000 in equity financing (the “Equity Financing”) in cash to Parent and Merger Sub to enable Parent and Merger Sub to pay (i) the amounts required to be paid hereunder for (A) the aggregate Merger Consideration and (B) the aggregate Option Consideration and DSA/RSA Consideration and (ii) the amounts required to be paid under the Share Purchase Agreement as “Cash Purchase Price” at the closing of the transactions under the Share Purchase Agreement for the purchase of the shares of Company Common Stock owned by the Principal Shareholder (the obligations described in clauses (i) and (ii) shall be collectively referred to as the “Parent Obligations”).  The Equity Commitment Letter (x) constitutes a legal, valid and binding obligation of each of Parent, Merger Sub and Platinum, (y) contains all of the conditions precedent to the obligations of Platinum to make the Equity Financing contemplated thereunder available to Merger Sub and (z) is enforceable by the Company as a third party beneficiary against each of Parent, Merger Sub and Platinum.

(b)After giving effect to the amounts to be funded under the Equity Financing, Parent and Merger Sub collectively will have at the time such payments are required to be made hereunder and under the Share Purchase Agreement sufficient cash resources available to pay for the Parent Obligations.  Parent and Merger Sub acknowledge and agree that the obtaining of any financing is not a condition precedent to the obligation of Parent and Merger Sub to consummate the Merger.

SECTION 4.6Brokers and Other Advisors.  No broker, investment banker,  financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Affiliates for which any holders of Shares, Options, DSAs or RSAs could be liable following the Effective Time.  As of the date of this Agreement, Parent and Merger Sub, together with their Affiliates, beneficially own less than 10% of the issued and outstanding Company Common Stock.

SECTION 4.7Other Matters.  Notwithstanding anything to the contrary, each of Parent and Merger Sub acknowledges and agrees that (a) neither the Company nor any Person on behalf of the Company is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, and (b) none of Parent or Merger Sub has been induced by, or relied upon, any representations, warranties or statements (written or oral), whether express or implied, made by any Person, that are not expressly set forth in Article III of this Agreement.  Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub or any of their respective representatives.

SECTION 4.8Share Ownership.  Neither Parent nor Merger Sub owns any shares in the capital stock of the Company, or, except pursuant to the transactions contemplated by this Agreement, the Share Purchase Agreement and the Voting Agreement, is, or was prior to October 12, 2010:

32

(a)the beneficial owner, directly or indirectly, of 10% or more of the Company Common Stock; or

(b)an affiliate or associate of the Company and at any time within the five-year period immediately prior to the date of this Agreement was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the Company.

For the purpose of this Section 4.8, the terms “affiliate”, “associate” and “beneficial owner” shall have the meanings set forth in the New Jersey Shareholders’ Protection Act (N.J.S.A. 14A:10A-3).

ARTICLE V

ADDITIONAL COVENANTS AND AGREEMENTS

SECTION 5.1Conduct of Business.  Except as expressly contemplated or permitted by this Agreement, as required by applicable Law or as set forth in Section 5.1 of the Company Disclosure Schedule, during the period from the date of this Agreement until the Effective Time, unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its business in a manner consistent with past practices, in all material respects in the ordinary course of business, and in material c ompliance with applicable Laws, (y) preserve intact the material aspects of its business organization and business relationships, and (z) use commercially reasonable efforts to keep available the services of its current officers and key employees and preserve the goodwill of the Company and its Subsidiaries, taken as a whole.  The Company shall not, and shall cause each of its Subsidiaries not to:

(a)issue, transfer, deliver, dispose of, pledge, encumber, sell or grant any shares of its capital stock or any other of its equity or voting securities or other ownership interests, or any securities, warrants, options or other rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock or any other of its equity or voting securities or other ownership interests; provided, that the Company may issue shares of Company Common Stock required to be issued upon exercise or settlement of Options, DSAs or RSAs outstanding on the date of this Agreement and disclosed to Merger Sub in accordance with the terms of th e applicable Company Stock Plan or Plan in effect on the date of this Agreement;

(b)redeem, purchase or otherwise acquire any of its outstanding shares of capital stock or any other of its equity or voting securities or other ownership interests, or any rights, warrants or options to acquire any shares of its capital stock or any other of its equity or voting securities or other ownership interests, except in connection with withholding to satisfy Tax obligations with respect to Options, acquisitions in connection with the forfeiture of equity awards or acquisitions in connection with the net exercise of Options in accordance with the terms of the applicable Company Stock Plan or Plan in effect on the date of this Agreement;

33

(c)other than the Contingent Dividend, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or any other of its equity or voting securities or other ownership interests (other than dividends or distributions payable by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company);

(d)split, combine, subdivide or reclassify any shares of its capital stock;

(e)(i) incur any indebtedness for borrowed money (excluding (x) any letters of credit issued in the ordinary course of business consistent with past practice and (y) inter-company indebtedness among the Company and its Subsidiaries in the ordinary course of business consistent with past practice); (ii) issue, sell or amend or accelerate the conversion of any debt securities or warrants (including any convertible debt securities) or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economi c affect of any of the foregoing; (iii) make any loans, advances or capital contributions to, or investment in or loans to, any other Person, other than the Company or any of its direct or indirect wholly-owned Subsidiaries; (iv) forgive or make any loans to any employees, officers or directors of the Company or its Subsidiaries or any of their respective Affiliates; or (v) enter into any hedging agreement or other financial agreement or arrangement designed to protect the Company or any of its Subsidiaries against fluctuations in exchange rates;

(f)sell, lease, license, pledge, encumber or otherwise dispose of (i) any of the Company’s or its Subsidiaries’ material properties or material assets other than sales or licenses of products in the ordinary course of business, or (ii) any Subsidiary of the Company;

(g)sell, assign, license, sublicense, abandon, permit to lapse, fail to otherwise protect its rights in, or otherwise transfer or dispose of any of its material technology or Intellectual Property (except for nonexclusive licenses made in the ordinary course of business consistent in all material respects with its past practices) or acquire any Intellectual Property (or any license thereto) from any third party (other than licenses of commercially available software) or transfer or provide a copy of any source code of the Company to any Person other than (i) to employees or consultants of the Company or any of its Subsidiaries who have a reasonable need to access such source code in the course of performance of their duties for the Company or any such Subsidiary or (ii) pursuant to customer agreements that are in existence on the date hereof or that are entered into hereafter in the ordinary course of business containing licenses of Intellectual Property, if any, consistent with past practice;

(h)subject to Section 5.2, disclose any Confidential Information other than pursuant to confidentiality agreements that preserve all rights of the Company and its Subsidiaries in such Confidential Information;

(i)make capital expenditures or other expenditures with respect to property, plant or equipment outside the ordinary course of business, consistent with past practice;

34

(j)make any acquisition of (i) any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof (including by merger, consolidation or acquisition of stock or assets or any other business combination) or (ii) any assets outside the ordinary course of business consistent with past practice;

(k)except as required by applicable Law or any Plan in existence as of the date hereof or set forth on Section 5.1(k) of the Company Disclosure Schedule, (i) establish, adopt or amend any collective bargaining agreement, change of control or severance agreement or plan, (ii) establish, adopt, enter into or amend any Plan, consulting, retention or employment agreement, (iii) pay any bonus, increased salary, severance, retention or special remuneration or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, executives, employees or consultants, (iv) terminate any employee of the Company or any of its Subsidiaries except for cause, due to action or inaction of the employee, as determined in good faith by the Company in its reasonable discretion or (v) engage in any employee terminations, layoffs or other actions that could trigger liability under WARN (excluding any Liability arising out of or relating to or as a result of any actions taken by Parent or any of its Affiliates on or after the Closing);

(l)cancel, amend, violate, breach or modify in any material respect, or terminate, or waive any material right or remedy under, any Company Material Contract, or enter into any Material Contract, in each case, other than in the ordinary course of business consistent with past practice;

(m)enter into, renew or extend any agreements or arrangements that contains covenants that materially limit or restrict the Company, any of its Subsidiaries, or any of their respective successors from engaging or competing in any business that is material to the business currently conducted by the Company and its Subsidiaries, taken as a whole, or any currently contemplated lines of business, with any Person in any geographic area for any period of time, other than in the ordinary course of business consistent with past practice;

(n)amend the Company Charter Documents or any of the organizational documents of its Subsidiaries;

(o)settle or compromise any suit, action, claim, proceeding, investigation or arbitration, other than compromises, settlements or agreements that involve only the payment of monetary damages not in excess of $250,000 individually or $500,000 in the aggregate, without the imposition of equitable relief on, or the admission of wrongdoing by, the Company or any of its Subsidiaries;

(p)fail to keep in force insurance policies or replacement or revised provisions providing insurance coverage consistent in all material respects with respect to the assets, operations and activities of the Company and its Subsidiaries as are currently in effect;

35

(q)authorize, recommend, adopt or enter into a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries;

(r)make or change any material Tax election or material method of Tax accounting, settle or compromise any material Tax Liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Income Taxes other than in the ordinary course of business, enter into any material closing agreement with respect to any Income Tax or surrender any right to claim a material Tax refund;

(s)make any material changes in accounting methods, principles or practices, except insofar as may have been required by a change in GAAP;

(t)engage in (i) any trade loading practices or any other promotional sales or discount activity with any customers or distributors with the effect of accelerating to pre-Effective Time periods sales that would otherwise be expected to occur in post-Effective Time periods, in each case outside of the ordinary course of business, consistent with past practices, (ii) any practice which would have the effect of accelerating to pre-Effective Time periods collections of receivables that would otherwise be expected to be made in post-Effective Time periods, or (iii) any practice which would have the effect of postponing to post-Effective Time periods payments by the Company or any of its Subsidiaries that would otherwise be expected (base d on past practice) to be made in pre-Effective Time periods;

(u)agree, in writing or otherwise, to take any action which would in any material respect impede or delay the ability of the parties hereto to satisfy any of the conditions to the Merger set forth in this Agreement; or

(v)announce an intention, enter into any agreement or otherwise make a commitment to take any of the foregoing actions.

SECTION 5.2No Solicitation; Other Offers; Etc.

(a)The Company shall, and shall cause its Subsidiaries to, and shall instruct and cause its and its Subsidiaries’ respective directors, officers and employees and its investment bankers, financial advisors, attorneys and other advisors or representatives (collectively, “Representatives”) to, cease any solicitations, discussions, and negotiations that may be ongoing as of the date of this Agreement with any Person with respect to a Takeover Proposal and, except as permitted by Section 5.2(b), the Company shall not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into with prospective purchasers of the Company prior to the date of this Agreement and the Company shall request the prompt return or destruction of all Confidential Information previously furnished to any such Person in connection therewith.  Except as permitted by Section 5.2(b): (i) the Company and its Subsidiaries shall not, and shall not authorize or (to the extent within the control of the Company) permit their Representatives to, directly or indirectly, (A) solicit, facilitate, initiate or encourage any inquiries regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (B) furnish to any Person any Company information or data (or provide any Person with access to its properties, books, assets or personnel) in furtherance of any Takeover

36

Proposal, (C) have any discussions or participate in any negotiations with any third party regarding any Takeover Proposal, or (D) approve or recommend any Takeover Proposal, enter into any agreement-in-principle, letter of intent, merger, acquisition or similar agreement with respect to a Takeover Proposal (each, a “Company Acquisition Agreement”) (or resolve to or publicly propose any of the foregoing), and (ii) the board of directors of the Company shall not (A) fail to make, withdraw or modify, in a manner adverse to Parent, the recommendation by the board of directors of the Company that the shareholders of the Company adopt this Agreement (the “Company Recommendation”), (B) publicly approve or recommend to the shareholders of the Company a Takeover Proposal or (C) fail to recommend against, or take a neutral position with respect to, a tender or exchange offer related to a Takeover Proposal in any position taken pursuant to Rules 14d-9 and 14e-2 under the Exchange Act (any action described in this clause (ii) being referred to as a “Company Adverse Recommendation Change”).

(b)Notwithstanding anything to the contrary, if prior to obtaining the Company Shareholder Approval, a Takeover Proposal has been received and not withdrawn and the board of directors of the Company determines in good faith (after receiving the advice of its outside counsel) that there is a reasonable likelihood that failure to take such action would result in the board of directors of the Company breaching its fiduciary duties to the shareholders of the Company under applicable Law, then (i) the Company shall be permitted to, after providing at least forty-eight (48) hours advance notice to Parent, (A) furnish information or data with respect to the Company and any of its Subsidiaries (or provide access to its properties, books, as sets or personnel) to the Person making such Takeover Proposal or its representatives, pursuant to an Acceptable Confidentiality Agreement, and (B) participate in discussions or negotiations with such Person and its representatives, and (ii) if the board of directors of the Company determines that such Takeover Proposal is a Superior Proposal and that there is a reasonable likelihood that failure to take any of the following actions would result in the board of directors of the Company breaching its fiduciary duties to the shareholders of the Company under applicable Law, then, subject to Section 7.1(c)(i), (A) the board of directors of the Company may effect a Company Adverse Recommendation Change, (B) the Company may waive, modify, amend or release any standstill or similar provisions with respect to such Superior Proposal and (C) the Company or its Subsidiaries may enter into a Company Acquisition Agreement with respect to such Superior Prop osal if the Company shall have concurrently with entering into such Company Acquisition Agreement terminated this Agreement pursuant to Section 7.1(c)(i); provided, that during the four business day advance notice period referred to in Section 7.1(c)(i), the Company shall have negotiated in good faith with Parent and Merger Sub (to the extent Parent and Merger Sub desire to negotiate) to make adjustments to the terms and conditions of this Agreement, and at the end of such four business day period, after taking into account any such adjusted terms as may have been proposed by Parent, the board of directors of the Company has again determined in the manner contemplated by this Section 5.2(b) that the Takeover Proposal is a Superior Proposal.  As used h erein, “Acceptable Confidentiality Agreement” means any confidentiality agreement entered into after the date of this Agreement that contains provisions that are not less favorable to the Company than those contained in the Confidentiality Agreement (except that such confidentiality agreement shall contain additional provisions that expressly permit the Company to comply with the provisions of this Section 5.2), provided, that such confidentiality agreement shall not include any provision calling for the exclusive right to negotiate with the Company and the Company shall be permitted to concurrently provide (and shall concurrently provide) to Parent all non-public information delivered to such Person that was not previously provided to

37

Parent.  Notwithstanding anything to the contrary, the Company and its Representatives may have communications with any Person making an inquiry or proposal solely in order to notify such Person of the provisions of this Agreement.  The Company may not take any action permitted by this Section 5.2(b) from and after the date that the Company Shareholder Approval is obtained.

(c)The Company shall promptly (and in any case within twenty-four (24) hours following the relevant event) notify Parent (i) upon receipt of each Superior Proposal, which notice shall include a copy of such Superior Proposal, and (ii) upon receipt of any inquiries, proposals, or offers received by, any requests for information from, or any discussions or negotiations sought to be initiated or continued with, the Company, any of the Company’s Subsidiaries or the Representatives concerning any Takeover Proposal or that could reasonably be expected to lead to a Takeover Proposal and disclose the identity of the other party and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, pr ovide copies of such materials, and (iii) provide Parent with copies of all written materials provided by the Company to such party.  The Company will keep Parent informed on a reasonable and prompt basis (and, in any case, within twenty-four (24) hours following any material development) of the status and details (including amendments) of any Takeover Proposal.  The Company shall promptly, following a determination by the board of directors of the Company that a Takeover Proposal is a Superior Proposal, notify Parent of such determination.

(d)For purposes of this Agreement:

“Superior Proposal” means a bona fide, unsolicited written Takeover Proposal (with all of the 20%’s included in the definition thereof replaced with 90% for purposes of this definition) that the board of directors of the Company determines by a majority vote (after consultation with an outside financial advisor and outside counsel), in its good faith judgment, would, if consummated, result in a transaction that is more favorable to the Company’s shareholders from a financial point of view than the Transactions (after taking into account all factors deemed relevant by the board of directors of the Company, including but not limited to, (i) any break-up fees and expense reimbursement provisions, the third party’s ability to finance the transactio n, the nature and extent of any closing conditions, the amount and form of consideration and the proposed timing of the transaction, and (ii) any written proposal by Parent to amend the terms of this Agreement delivered to the Company prior to the termination of this Agreement).

“Takeover Proposal” means any inquiry, proposal or offer from any Person (other than Parent and its Subsidiaries) relating to any transaction or series of related transactions that constitute the (i) acquisition of assets of the Company and its Subsidiaries (including securities of such Subsidiaries) equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding Company Common Stock, (iii) tender offer (including a self-tender) or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the outstanding Company Common Stock or (iv) merger, consolidation, share exchange, business combination, recapitalization, reorganization,

38

liquidation, dissolution or similar transaction involving the Company, in each case, other than the Transactions.

(e)Nothing in this Agreement shall prohibit the board of directors of the Company from taking and disclosing to the Company’s shareholders a position with respect to a tender offer by a third party pursuant to Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, if the board of directors of the Company determines, after consultation with outside counsel, that failure to so disclose such position would reasonably be expected to constitute a violation of applicable Law; provided, that any such disclosure that approves or recommends a Takeover Proposal shall constitute a Company Adverse Recommendation Chang e.

(f)It is agreed that any violation of the restrictions on the Company set forth in this Section 5.2 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 5.2 by the Company.

SECTION 5.3Reasonable Best Efforts.

(a)Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary to comply promptly with all legal requirements that may be imposed on such party with respect to the Transactions and shall promptly cooperate with and furnish information to each other party in connection with any such requirements imposed upon such party or any of its Subsidiaries in connection with the Transactions, including preparing and filing promptly and fully all documentation to effect all nece ssary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including the filing required to obtain German Antitrust Approval) and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained by them to consummate the Transactions, including, without limitation, the landlord consents listed on Section 3.3(c) of the Company Disclosure Schedule.  The Company will cause the Contracts set forth in Section 5.3 of the Company Disclosure Schedule to be terminated effective as of the Effective Time.

(b)In furtherance and not in limitation of the foregoing, if any “fair price,” “business combination” or “control share acquisition” Law or other similar Law becomes applicable to any of the Transactions, the Company and Parent shall each use its reasonable best efforts to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions.

(c)Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other party

39

informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the German Federal Cartel Office (Bundeskartellamt) or any other Governmental Authority, in each case regarding any of the Transactions, and shall furnish the other party with copies of all such communication.  Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions.

(d)In furtherance and not in limitation of the covenants of the parties hereto contained in this Section 5.3, (i) each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Transactions, and (ii) Parent agrees to file with the German Federal Cartel Office (Bundeskartellamt) as promptly as reasonably practicable the notification required for the receipt of German Antitrust Approval and the Company agrees to provide Parent as promptly as practicable with such assistance as Parent reasonably r equests for the purposes of filing such notification and, if such notification is made, each party agrees to supply as promptly as practicable any additional information and documentary material that may be required or requested by the German Federal Cartel Office (Bundeskartellamt) and use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 5.3 necessary to obtain German Antitrust Approval.  Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to have vacated or terminated on or before the Termination Date any decree, order or judgment that seeks to restrain, prevent or delay the consummation of the Transactions; provided that neither Parent nor Merger Sub shall be required to make any material monetary expenditur e, commence or be a plaintiff in any legal proceeding, or offer or grant any material accommodation (financial or otherwise) to any Person, including any Governmental Authority.  Notwithstanding anything herein to the contrary, none of Parent, the Company or the Surviving Corporation (or any of their subsidiaries or Affiliates) shall in any event be required to hold separate or otherwise agree to any material restrictions on, sell, divest or dispose of any assets or businesses, including any assets or business to be acquired pursuant to this Agreement, in connection with obtaining any approval under any Laws that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority.

(e)Parent and Merger Sub (i) shall not permit any material amendment or material modification to be made to the Equity Commitment Letter, or waive any material provision of, or remedy under, the Equity Commitment Letter, unless such amendment, modification or waiver, as the case may be, shall have been expressly approved in writing by the Company prior thereto, (ii) shall use their reasonable best efforts to comply (and cause their Affiliates to comply) with all obligations, and satisfy all conditions, under the Equity Commitment Letter that are within their control or the control of their Affiliates, and (iii) shall use their reasonable best efforts to obtain and consummate the Equity Financing contemplated thereunder as promptly a s practicable (and in any event prior to the Effective Time).

SECTION 5.4Public Announcements.  The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company.  Thereafter (and except as otherwise contemplated by Section 5.2),

40

each of the Company and Parent shall consult with the other Person prior to the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Merger, this Agreement or the other Transactions, except any public statement or press release as may be required by Law or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the party proposing to make such release.

SECTION 5.5Access to Information; Confidentiality.  Subject to applicable Laws relating to the exchange of information, the Company shall afford to Parent, its counsel, financial advisors, auditors and other representatives (including Persons providing financing to Parent in connection with the Transactions and their representatives) reasonable access during normal business hours to the Company’s offices, properties, books, customers, suppliers, employees, Contracts and records and the Company shall furnish promptly to such Persons such information concerning its business, assets and properties as they may reasonably request; provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose the Company to risk of Liability for disclosure of sensitive or personal information.  Until the Effective Time, the information provided will be subject to the terms of the non-disclosure agreement, dated as of May 19, 2010, between Platinum Equity Advisors, LLC and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the generality of the foregoing, Parent shall not, and shall cause its representatives not to, use such information for any purpose unrelated to the consummation of the Transactions and the Share Purchase Transaction.

SECTION 5.6Notification of Certain Matters.  The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions, (ii) any notice or other communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and (iii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Sub sidiaries which relate to the Transactions or, in the case of the Company and its Subsidiaries, if pending on the date of this Agreement would have been required to have been disclosed pursuant to any Section of this Agreement.  Parent and the Company shall promptly notify each other of any inaccuracy in any representation or warranty contained in this Agreement or the occurrence or non-occurrence of any fact or event which would reasonably be expected to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied; provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder.  The Company shall deliver to Merger Sub on the Closing Date a statement as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that no withholding is required under section 1445 of the Code because the C ompany Common Stock is not a United States real property interest within the meaning of Section 897(c) of the Code.

41

SECTION 5.7Insurance.

(a)Parent, for a period of six years after the Effective Time, shall, except as otherwise required by any applicable Laws, cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable to each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each an “Indemnitee” and, collectively, the “Indemnitees”) with respect to limitation of Liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees.

(b)Prior to the Effective Time, the Company shall obtain as of the Effective Time and pay for in full a prepaid “tail” insurance policy substantially on the terms reviewed by Parent prior to the date hereof (including, the cost, scope and coverage thereof), with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as the Company’s existing policies for claims arising from facts or events that occurred prior to the Effective Time with respect to those directors and officers of the Company and its Subsidiaries who are currently (and any additional persons who prior to the Effective Time bec ome) covered by the Company’s directors’ and officers’ liability insurance policy.

(c)The provisions of this Section 5.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.  The obligations of Parent and the Surviving Corporation under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5 .7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7).

(d)In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.7.

SECTION 5.8Fees and Expenses.  Except as provided in Section 7.3, all fees and expenses incurred in connection with this Agreement, the Transactions and the Share Purchase Agreement shall be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated.  The Company shall pay or cause to be paid, as of prior to the Effective Time, all fees and expenses incurred as of the Closing by the Company or any Subsidiary of the Company in connection with this Agreement, the Transactions and the Share Purchase Agreement including, but not limited to, the fees and expenses of all legal counsel to

42

the Company and all of the Company’s financial advisors and brokers (the “Company Transaction Expenses”, it being understood that the Company Transaction Expenses shall not be deemed to include the Option Consideration, the DSA/RSA Consideration or any other arrangements set forth on Section 3.11(f) of the Company Disclosure Schedule or any payments in connection with obtaining the “tail” insurance policy contemplated in Section 5.7(b)).

SECTION 5.9Rule 16b-3.  Prior to the Effective Time, the Company shall take such steps as may be required to cause dispositions of Company equity securities (including derivative securities) pursuant to the Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.

SECTION 5.10Deregistration.  Parent shall use its reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable on its part under applicable Laws to enable the Company’s securities to be de-registered under the Exchange Act as soon as practicable following the Effective Time.

SECTION 5.11Takeover Statutes.  Each of the parties hereto shall, to the extent permitted by applicable Law, use its reasonable best efforts (a) to take all actions necessary so that no “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation becomes applicable to the Transactions and (b) if any such antitakeover or similar statute or regulation becomes applicable to the Transactions, to take all actions necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are rea sonably necessary to eliminate or minimize the effects of any such statute or regulation on the Transactions.

SECTION 5.12Company Subsidiaries.  The Company agrees to cause each of its Subsidiaries to comply with the obligations applicable to such Subsidiary under this Agreement.

SECTION 5.13Employee Matters.

(a)For purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Parent and its Subsidiaries providing benefits to employees of the Surviving Corporation and its Subsidiaries (“Company Employees”) after the Effective Time (excluding defined benefit plans and equity and incentive compensation plans and arrangements) (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Comp any Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan, policy or arrangement in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service.  In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable

43

coverage under a Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, disability, hospital and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time, unless such waiver is not permitted by Law or the insurance carriers for the New Plans ( it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage).  Parent shall cause any eligible expenses incurred by any Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, unless it is not permitted by Law or the insurance carriers for the New Plans to take such amounts into account (it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage).

(b)No provision of this Agreement shall create any rights in any employee, or any beneficiary or dependents thereof.  No provision in this Agreement shall constitute an amendment to any employee benefit plan, arrangement or agreement.

SECTION 5.14Contingent Dividend.  As of the date of this Agreement, the board of directors of the Company has declared a dividend in an aggregate amount equal to $64,000,000 (the “Contingent Dividend”), the payment of which the Company shall cause to occur immediately prior to the closing of the Share Purchase Transaction (such payment date, the “Dividend Payment Date”) to holders of record of issued and outstanding shares of Company Common Stock immediately prior to the closing of the Share Purchase Transac tion, including without limitation holders of DSAs and RSAs immediately prior to the closing of the Share Purchase Transaction in accordance with the terms of the applicable awards agreements, subject to (x) the satisfaction of all conditions to the closing of the Share Purchase Transaction set forth in the Share Purchase Agreement (other than those conditions that by their natures are to be satisfied at the closing of the Share Purchase Transaction) and the satisfaction of all conditions to Closing set forth in Article VI (other than Section 6.1(d) and Section 6.2(d) and those conditions that by their natures are to be satisfied at the Closing); and (y) the delivery to the board of directors of the Company of a bring-down, dated as of such date, of the solvency opinion by Duff & Phelps, LLC, to the effect that a s of the Dividend Payment Date and after giving effect to the Contingent Dividend: (i) the fair valuation and present fair saleable value of the Company’s assets will exceed its liabilities, including all contingent and other liabilities; (ii) the Company will not have an unreasonably small amount of capital for the businesses in which it is engaged or in which Company management has indicated it intends to engage; and (iii) the Company will be able to pay its debts and liabilities, including (A) all Liabilities contingent or otherwise, as they mature and become due, and (B) all debts as they become due in the usual course of the Company’s business (the “Bring-Down Solvency Opinion”).

44

SECTION 5.15Preparation of the Proxy Statement; Shareholders Meeting.

(a)           As soon as practicable following the date of this Agreement, (i) the Company shall (using its reasonable best efforts) prepare the Proxy Statement, (ii) Parent shall promptly provide to the Company any information relating to Parent or Merger Sub required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company and (iii) the Company shall (using its reasonable best efforts) file the Proxy Statement with the SEC.  The Company shall thereafter use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the shareholders of the C ompany as promptly as practicable after the Proxy Statement is cleared by the SEC.  The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand.  In the event that the Company receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information relating to Parent or Merger Sub required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company.  Notwithstand ing anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments or requests of the SEC or its staff with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response and shall consider in good faith all comments reasonably proposed by Parent and its counsel.

(b)           The Company shall, as soon as practicable following the date that the Proxy Statement is cleared by the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval.  The Company shall, through its board of directors, recommend to its shareholders adoption of this Agreement.  The Company shall use reasonable best efforts to obtain the Company Shareholder Approval, which efforts shall include the engagement of a reputable nationally-recognized proxy solicitation firm, and shall include in the Proxy Statement that the board of direct ors of the Company (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its shareholders and (z) recommends that the shareholders of the Company adopt this Agreement and approve the Merger at such Company Shareholders Meeting.  The Company shall provide Parent with such information with respect to the solicitation of the Company Shareholder Approval as Parent may reasonably request.  Furthermore, the Company, after consultation with Parent, shall adjourn or postpone the Company Shareholders Meeting if necessary in order to obtain the Company Shareholder Approval.  Notwithstanding the foregoing, (i) the Company shall have no obligation to do any of the foregoing if there shall have been a Company Adverse Recommendation Change, and (ii) the Company may also adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders.

45

ARTICLE VI

CONDITIONS TO THE MERGER

SECTION 6.1Conditions to Each Party’s Obligation to Effect the Merger.  The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)No Law, injunction, judgment, order, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Merger or making the consummation of the Merger illegal;

(b)Any applicable waiting period under the German Act against Restraints of Competition (GWB) shall have expired or been terminated;

(c)The Board of Directors of the Company shall have received the Bring-Down Solvency Opinion;

(d)The sale of the Principal Shareholder Shares pursuant to the Share Purchase Agreement (the “Share Purchase Transaction”) shall have been consummated; and

(e)The Company Shareholder Approval shall have been obtained.

SECTION 6.2Conditions to Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)(i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of  Section 3.2(a) and Section 3.26) shall be true and correct (individually or in the aggregate), at and as of the Closing Date as if made on such date (other than those representations and warranties that address matters only as of a particular date which are true and correct as of such date), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), the second and last sentence of  Section 3.2(a) and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at and as of the Closing Date as if made on such date;

(b)The Company shall have performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by it prior to the Closing Date;

46

(c)Parent shall have received a certificate signed on behalf of the Company by an officer of the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied;

(d)The Company shall have paid the Contingent Dividend; and

(e)Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and after the date of this Agreement, there shall not have occurred any event, change, or circumstance that has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 6.3Conditions to Obligations of the Company.  The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)The representations and warranties of Parent and Merger Sub contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct in all material respects, at and as of the Closing Date as if made on such date (other than those representations and warranties that address matters only as of a particular date which are true and correct in all material respects as of such date);

(b)Parent and Merger Sub shall have performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by them prior to the Closing Date; and

(c)The Company shall have received a certificate signed on behalf of Parent by an officer of Parent to the effect that the conditions set forth in Sections 6.3(a) and (b) have been satisfied.

SECTION 6.4Frustration of Closing Conditions.  None of the Company, Parent or Merger Sub shall be entitled to rely on the failure of any condition set forth herein to be satisfied if such failure was primarily due to the failure of any such party to perform any of its obligations under this Agreement.

ARTICLE VII

TERMINATION

SECTION 7.1Termination.  This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time:

(a)by the mutual written consent of the Company and Parent duly authorized by the board of directors of the Company and the board of directors of Parent; or

(b)by either of the Company or Parent:

(i)if any Governmental Authority shall have enacted, promulgated, issued, entered, amended or enforced (A) a Law prohibiting the Share Purchase Transaction or

47

the Merger or making the Share Purchase Transaction or the Merger illegal, or (B) an injunction, judgment, order, decree or ruling, or taken any other action, in each case, permanently enjoining, restraining, preventing or prohibiting the Share Purchase Transaction or the Merger and such injunction, judgment, order, decree or ruling or other action shall have become final and non-appealable (collectively, “Legal Restraint”); provided, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to a party if the issuance of such Legal Restraint was primarily due to the failure by such party to perform any of its obligati ons under this Agreement; or

(ii)if the Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to a party if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the failure of such party to perform any of its obligations under this Agreement; or

(iii)if the Company Shareholder Approval shall not have been obtained at the Company Shareholders Meeting duly convened therefor or, if the Company Shareholders Meeting is adjourned or postponed, at any adjournment or postponement thereof; or

(c)by the Company:

(i)in order to enter into or consummate a transaction pursuant to a Superior Proposal or enter into a definitive Company Acquisition Agreement providing for a Superior Proposal; provided, that the Company may not exercise its right to terminate under this Section 7.1(c)(i) (and may not enter into a binding written agreement providing for any Superior Proposal other than an Acceptable Confidentiality Agreement) unless and until (A) the Company shall have provided Parent (x) prior written notice at least four (4) business days prior to such termination that the board of directors of the Company has authorized and intends to effect the termination of this Agreement pursuant to this Section 7.1(c)(i) and (y) copies of all proposed definitive agreements (including any amendments thereto) supplied by third parties, (B) the board of directors of the Company shall have determined, in good faith and after consultation with its outside legal counsel and financial advisors, that the foregoing Takeover Proposal constituted, at the time of its determination to terminate this Agreement and, at the end of the four (4) business day period referred to in clause (A) above, still constitutes, a Superior Proposal taking into account any changes to this Agreement proposed by Parent in writing, and (C) concurrently with such termination, the Company enters into a Company Acquisition Agreement with respect to such Superior Proposal and the fees due under Section 7.3 are paid to Parent; provided, further, that the Company may only exercise this termination right prior to obtaining the Company Shareholder Approval and if the Company has not materially breached any of its obligations under Section 5.2;

(ii)if (A) the representations and warranties of Parent or Merger Sub set forth in this Agreement shall not be true and correct in all material respects on and as of the date of this Agreement and on and as of the date of such determination as if made on such date (other than those representations and warranties that address matters only as of a particular date which are true and correct as of such date), or (B) Parent or Merger Sub shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant

48

required by this Agreement to be performed or complied with by them, which inaccuracy, breach or failure (in each case under clauses (A) and (B)), if able to be cured, has not been cured within 15 days after Parent receives from the Company written notice of such inaccuracy, breach or failure; provided, however, that a failure to pay the Merger Consideration when due pursuant to this Agreement shall not be entitled to such cure period; or

(d)by Parent:

(i)if (A) a Company Adverse Recommendation Change shall have occurred, (B) the board of directors of the Company shall have failed to publicly reaffirm its recommendation of this Agreement within two business days of Parent’s request if such request from Parent is made following the making by any Person of a Takeover Proposal, or (C) after receiving a Takeover Proposal, the Company shall have breached in any material respect its obligations under Section 5.2 with respect to such Takeover Proposal; or

(ii)if there has been a breach by the Company or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement, which breach or inaccuracy has resulted in the conditions set forth in Section 6.2(a) or (b) not being satisfied, which breach or inaccuracy, if able to be cured, has not been cured within 15 days after the Company receives from Parent written notice of such inaccuracy, breach or failure.

SECTION 7.2Effect of Termination.  In the event of the termination of this Agreement as provided in Section 7.1, (a) written notice thereof shall be given to the other party or parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (except the last sentence of Section 5.5, Section 5.8, this Section 7.2, Section 7.3 and Article VIII, and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Agreement), and (b) there shall be no Liability on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except (i) as provided in Section 7.3, and (ii) nothing shall relieve any party from Liability for fraud or any willful breach of this Agreement.

SECTION 7.3Termination Fees.

(a)In the event that this Agreement is terminated:  (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”).  If (x) Parent terminates this Agreement pursuant to Se ction 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date.  If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice.  For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except tha t all references therein to 20% shall be deemed to be references to 50%.

49

(b)In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of couns el) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”).  Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent.  In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Co mpany Termination Fee less any Expense Reimbursement previously paid by the Company.

(c)Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions.  In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3.  If the Company fails to promptly make any payment required under th is Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder.  In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1No Survival of Representations and Warranties.  The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or, except as otherwise provided in Section 7.2, upon the termination of this Agreement pursuant to Section 7.1, as the case may be, except that the agreements set forth in Article II and Sections 5.7, 5.8, 5.9, 5.10 and 5.13 that by their terms apply or are to be performed after the Effective Time, and any other agreement in this Agreement which contemplates performance after the Effective Time, shall survive the Effective Time until fully performed in accordance with their terms.  The Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.

50

SECTION 8.2Amendment or Supplement.  At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects by written agreement of the parties hereto, by action taken by their respective boards of directors provided, however, that following the Company Shareholder Approval, there shall be no amendment or change to the provisions hereof, which by Law would require further approval by the shareholders of the Company, without such approval.  Parent shall ensure that neither the Share Purchase Agreeme nt nor the Voting Agreement shall be amended, modified or waived in any manner prior to the Effective Time without the prior written consent of the Company and its board of directors.

SECTION 8.3Extension of Time, Waiver, Etc.  At any time prior to the Effective Time, any party hereto may, subject to applicable Law, if set forth in writing, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by any other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions.  Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall opera te as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

SECTION 8.4Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties hereto without the prior written consent of the other parties hereto.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 8.4 shall be null and void.

SECTION 8.5Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.  Any facsimile or portable document format copies hereof or signature hereon shall, for all purposes, be deemed originals.

SECTION 8.6Entire Agreement; No Third-Party Beneficiaries.  This Agreement, the Company Disclosure Schedule and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof and thereof.   Except for (a) the right of the Company’s shareholders to receive the aggregate Merger Consideration as and when required under this Agreement, (b) the right of the holders of Options, DSAs and RSAs to receive the Option Consideration and DSA/RSA Consideration, respectively, as and when required under this Agreement, (c) the right of the Company, on behalf of its shareholders and the holders of Options, DSAs or RSAs, as applicable, to collect the aggregate consideration referred to in the preceding clauses (a) and (b) as and when payable

51

under this Agreement and/or to pursue all available remedies in the event of Parent’s or Merger Sub’s breach of this Agreement, which right is hereby acknowledged and agreed by Parent and Merger Sub, and (d) the provisions set forth in Section 5.7, the provisions of this Agreement are not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder.

SECTION 8.7Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State, except with respect to the provisions of this Agreement as to which the NJBCA is expressly applicable, which provisions shall be governed by, and construed in accordance with, the laws of the State of New Jersey.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided i n this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(c)Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement or the Transactions.

SECTION 8.8Injunction, Specific Enforcement, Etc.  The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the parties hereto does not perform the provisions of this Agreement (including failing to take such actions as are required of such party hereunder to consummate the Transactions) in accordance with its specified terms or otherwise breach any such provisions. The parties hereto acknowledge and agree that each of the other parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agree ment and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which such other party is entitled at law or in equity.  Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the party seeking such relief has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.  In the event any party hereto seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, such party shall not be required to provide any bond or other security in connection with any such order or injunction.

52

SECTION 8.9Notices.  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (which is confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to Parent or Merger Sub, to:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention:  Eva Kalawski, General Counsel

Facsimile:  (310) 712-1863

with a copy (which shall not constitute notice) to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention:  Luke P. Iovine III, Esq.

Facsimile:  (212) 230-7649

If to the Company, to:

Ulticom, Inc.

1020 Briggs Road

Mount Laurel, NJ 08054

Attention:  Mark Kissman

Facsimile:  (856) 608-0665

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  Marita A. Makinen, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

SECTION 8.10Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any

53

term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 8.11Definitions.

(a)As used in this Agreement, the following terms have the meanings ascribed thereto below:

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.  For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.  For purposes of clarity, executive officers and directors of a Person shall be deemed Affiliates of such Person.

“business day” shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

“Company Common Stock” shall mean common stock of the Company.

“Company Intellectual Property” shall mean Intellectual Property owned by the Company or any of its Subsidiaries.

“Company IP Agreements” shall mean (i) licenses of Intellectual Property by the Company or any of its Subsidiaries to any third party, (ii) licenses of Intellectual Property by any third party to the Company or any of its Subsidiaries, (iii) agreements between the Company or any of its Subsidiaries, on the one hand, and any third party, on the other hand,  relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking, advertisement, or other practices with respect to Internet websites, and (iv) consents, settlements, decrees, orders, injunctions, judgments, or rulings governing the use, validity, or enforceability of Company Intellectual Property, in each case, other tha n commercially available off-the-shelf computer software (excluding Open Source Software) licensed pursuant to shrink-wrap or click-wrap licenses.

“Company Material Adverse Effect” shall mean a change, event or occurrence which has (1) had or would reasonably be expected to have a material adverse effect on the assets, business, operations, financial condition or results of operations of the Company and its Subsidiaries taken as a whole or (2) materially impaired, prevented or delayed the ability of the Company to consummate the Merger and the other transactions to be performed or consummated by the Company pursuant to this Agreement.  Notwithstanding the foregoing, none of the following changes, events, occurrences or effects shall constitute or be taken into account in determining whether there has been, or whether there would reasonably be expected to be, a Company Material Adverse Effect: (a) those generally affecting (i) the industries in which the Company and its Subsidiaries conduct business, or (ii) the economy, or financial or capital markets, in the United States or elsewhere in the world in locations where the Company has

54

material operations or sales, including changes in interest or exchange rates or commodities prices, (b) those arising out of, resulting from or attributable to (A) changes in Law or changes in general legal, regulatory or political conditions, (B) changes in generally accepted accounting principles or in accounting standards, (C) the negotiation, execution, announcement or performance of this Agreement, the Voting Agreement, the Share Purchase Agreement or the consummation of the Transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners or employees, or (D) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, or (c) any decline i n the market price, or change in trading volume, of the capital stock of the Company or any failure to meet publicly announced revenue or earnings projections.

“Company Products” shall mean Company Software, products or services material to the business of the Company and its Subsidiaries (i) marketed, licensed, sold or otherwise distributed by the Company or its Subsidiaries in the past three (3) years, or (ii) currently under development by the Company or its Subsidiaries.

“Company Software” shall mean all Software owned by or licensed to the Company or its Subsidiaries and (i) material to the operation of the business of the Company and its Subsidiaries, or (ii) distributed, sold, licensed, or marketed by the Company or its Subsidiaries, including Software embedded in Company Products and Software bundled with other Software of the Company.

“Company Stock Plans” shall mean the following plans, as amended through the date of this Agreement: (i) the Company’s 1998 Stock Incentive Compensation Plan; (ii) the Company’s 2005 Stock Incentive Compensation Plan; and (iii) the Company’s 2010 Stock Incentive Compensation Plan.

“Confidential Information” shall mean any information which is proprietary in nature and non-public or confidential, in whole or in part; provided, however, that Confidential Information does not include any information in the possession of the receiving party (a) that is independently developed by such party, (b) is learned from a third party not under any duty of confidence to the disclosing party, or (c) becomes part of the public domain through no fault of the receiving party.

“Environmental Law” shall mean any federal, state or local statute, law, regulation or other legal requirement relating to pollution or, the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or the exposure of any individual to Materials of Environmental Concern, including any Law relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern, including, but not limited to, the Comprehensive Environmental Response Compensation and Liability Act, 42 USC §9601 et seq.; the Resource Conservation and Recovery A ct, 42 USC §6901 et seq.; the Federal Water Pollution Control Act, 33 USC §1251 et seq.; the Toxic Substances Control Act, 15 USC §2601 et seq.; the Clean Air Act, 42 USC §7401 et seq.; the Safe Drinking Water Act, 42 USC §3803 et seq.; the Oil Pollution Act of 1990, 33 USC §2701 et seq.; the Emergency Planning and the

55

Community Right-to-Know Act of 1986, 42 USC §1101 et seq.; the Hazardous Material Transportation Act, 49 USC §1801 et seq.; the Occupational Safety and Health Act, 29 USC §651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., as amended by the Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq., any state or local counterparts or equivalents and the regulations promulgated thereunder, in each case as amended from time to time.

“ERISA Affiliate” means any trade or business, whether or not incorporated, that together with the Company is, or has within the past six (6) years been, deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“GAAP” shall mean generally accepted accounting principles in the United States.

“Governmental Authority” shall mean any government, court, regulatory, tax or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

“Income Tax” shall mean all federal, state, local or foreign Taxes based upon or measured by gross or net receipts or gross or net income (including franchise taxes, minimum taxes, and alternative minimum taxes), together with all interest, penalties, fines, additions to Tax or additional amounts imposed by any Governmental Authority in connection therewith.

“Income Tax Return” shall mean any Tax Return with respect to Income Tax.

“Intellectual Property” shall mean, collectively, in any jurisdiction throughout the world: (i) Marks, trade dress, logos, trade names, corporate names, slogans and Internet domain names together with all goodwill associated with each of the foregoing; (ii) copyrights and copyrightable works; (iii) patents and patent applications; (iv) trade secrets and confidential or proprietary know-how, business methods, manufacturing processes, technology, compositions, inventions (whether or not patentable), customer and supplier lists, technical information, technical data, manufacturing and production processes and techniques, research and development information, financial, business and marketing plans, marketing and business data, pricing and cost information, customer and supplier lists, and all rights in any jurisdiction to limit the use or disclosure thereof; and (v) registrations and applications for any of the foregoing.

“Knowledge” shall mean, in the case of the Company, the actual knowledge after due inquiry, as of the date of this Agreement, of the individuals listed in Section 8.11 of the Company Disclosure Schedule.

“Liabilities” means all debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, including those arising under any Law, action or governmental order or those arising under any Contract.

56

“Licensed Intellectual Property” means Intellectual Property licensed to the Company or any of its Subsidiaries pursuant to a Company IP Agreement.

“Liens” shall mean, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest, title retention device, collateral assignment, adverse claim, restriction or other encumbrance of any kind in respect of such asset (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Materials of Environmental Concern” include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is currently regulated by an Environmental Law or that is otherwise a danger to health, reproduction or the environment.

“Open Source Software” shall mean Software or other Intellectual Property owned by or licensed to Company or any of its Subsidiaries that (i) is distributed as or that contains, or is derived in any manner (in whole or in part) from, any Intellectual Property that is distributed as free software, open source software or similar licensing or distribution models, or (ii) requires as a condition of use, modification and/or distribution of such Intellectual Property that other Intellectual Property distributed with such Intellectual Property owned or licensed by Company or any of its Subsidiaries (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works, or (C) be redistributable at no charge. “Open Source Software” includes Intellectual Property licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (A) the Apache Software Foundation License, (B) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (C) The Artistic License (e.g., PERL), (D) the Mozilla Public License, (E) the Netscape Public License, (F) the Sun Community Source License (SCSL), (G) the Sun Industry Standards License (SISL), or (H) any license or distribution agreement or arrangement now listed as open source licenses on www.opensource.org or any successor Web site thereof.

“Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of Company Common Stock issuable under such Option.

“Permitted Liens” means: (i) Liens that relate to Taxes imposed upon the Company or any of its Affiliates that are not yet due and payable and (ii) Liens imposed by Law that relate to obligations that are not yet due and have arisen in the ordinary course of business.

“Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.

“Software” means computer software, programs, and databases in any form, including websites, website content, member or user lists and information associated therewith,

57

links, source code, object code, operating systems and specifications, data, databases, database management code, utilities, graphical user interfaces, menus, images, icons, links, forms, methods of processing, software engines, platforms, and data formats, all versions, updates, corrections, enhancements, and modifications thereto, and all related documentation, developer notes, comments, and annotations.

“Subsidiary” when used with respect to any party, shall mean any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the equity and more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.

“Taxes” shall mean all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments of a similar nature to any of the foregoing, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, escheat, unclaimed property, property and estimated taxes, together with all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority in connection therewith.

“Tax Returns” shall mean any return, report, claim for refund, estimate, information return or statement or other similar document filed or required to be filed with any Governmental Authority with respect to Taxes, including any attachments, amendments and supplements thereto.

“Termination Date” shall mean February 14, 2011.

“Title IV Plan” means any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, subject to Title IV of ERISA or Section 412 of the Code (including any “multiemployer plan” as defined in Section 3(37) of ERISA).

“Transactions” refers collectively to the transactions contemplated by this Agreement, including the Merger, but not including the Share Purchase Transaction.

“WARN” means the federal Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101 et seq. (1988) and any similar foreign, state or local “mass layoff” or “plant closing” laws.

The following terms are defined on the page of this Agreement set forth after such term below:

Acceptable Confidentiality Agreement	37	Bankruptcy and Equity Exception	8
Agreement	1	Bring-Down Solvency Opinion	44
Balance Sheet	11	Certificate of Merger	2
Balance Sheet Date	11	Certificates	4

58

Closing	2	Latest Schedule 14A	12
Closing Date	2	Laws	13
COBRA	16	Leased Real Property	27
Code	5	Legal Restraint	48
Company	1	Major Customer	23
Company Acquisition Agreement	37	Major Customer Contract	23
Company Adverse Recommendation Change	37	Major Supplier	23
Company Charter Documents	7	Mark	18
Company Disclosure Schedule	7	Material Contract	22
Company Employees	43	Merger	1
Company Group	15	Merger Consideration	3
Company IT Systems	20	Merger Sub	1
Company Material Contract	22	NASDAQ	12
Company Plan	15	New Plans	43
Company Recommendation	37	NJBCA	1
Company SEC Documents	10	Old Plans	44
Company Shareholder Approval	9	Option	5
Company Shareholders Meeting	45	Option Consideration	57
Company Termination Fee	49	Parent	1
Company Transaction Expenses	43	Parent Obligations	32
Confidentiality Agreement	41	Paying Agent	3
Contingent Dividend	44	Permits	14
Contract	9	Plan	15
Dividend Payment Date	44	Platinum	32
DSA	6	Policies	27
DSA/RSA Consideration	6	Principal Shareholder	1
Effective Time	2	Principal Shareholder Shares	1
EGTRRA	16	Proxy Statement	9
Equity Commitment Letter	32	Representatives	36
Equity Financing	32	RSA	6
ERISA	15	Sarbanes-Oxley Act	11
Expense Reimbursement	50	Securities Act	10
FCPA	28	Share Purchase Agreement	1
Filed Company SEC Documents	13	Share Purchase Transaction	46
Foreign Governmental Plan	15	Shares	3
Foreign Plan	16	Superior Proposal	38
German Antitrust Approval	10	Surviving Corporation	1
Indemnitee	42	Takeover Proposal	38
Latest 10-K	7	Undesignated Stock	7
		Voting Agreement	1

SECTION 8.12Interpretation.

(a)When a reference is made in this Agreement to an Article, a Section, Schedule or Exhibit, such reference shall be to an Article of, a Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated.  The table of contents and headings

59

contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

(b)The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[Signature page follows]

60

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

UTAH INTERMEDIATE HOLDING CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

UTAH MERGER CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

ULTICOM, INC.
By:	/s/  Shawn K. Osborne
	Name:	Shawn K. Osborne
	Title:	President and CEO

[Signature page to Agreement and Plan of Merger]

EX-10.1 3 mm10-1110_8ke1001.htm EX.10.1 - SHARE PURCHASE AGREEMENT

EXHIBIT 10.1

This SHARE PURCHASE AGREEMENT, dated as of October 12, 2010 (this “Agreement”), is entered into by and among COMVERSE TECHNOLOGY, INC., a New York corporation (“Shareholder”), UTAH INTERMEDIATE HOLDING CORPORATION, a Delaware corporation (“Parent”) and UTAH MERGER CORPORATION, a New Jersey corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).

PRELIMINARY STATEMENT

Certain capitalized terms used herein are defined in Article I of this Agreement.

Shareholder is a shareholder of Ulticom, Inc., a New Jersey corporation (the “Company”).

Parent, Merger Sub and the Company propose to enter into, simultaneously herewith, an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company, and the Company will be the surviving entity in accordance with the NJBCA (the “Merger”).

As of the date hereof, Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) and record owner of 7,386,669 shares of common stock (the “Common Stock”), no par value, of the Company (the “Shares”, and together with any other shares of capital stock of the Company acquired by Shareholder after the date hereof and during the term of this Agreement, including through exercise of any warrants or any other convertible or exchange securities or similar instruments, the “Subject Shares”), which Shares constitute sixty-six percent (66%) of all issued and o utstanding capital stock of the Company as of the date hereof.

As a condition of and material inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, (a) Parent and Merger Sub have required that Shareholder agree, and Shareholder has agreed, to sell the Subject Shares to Parent for the consideration and pursuant to the terms and conditions set forth in this Agreement and (b) Parent, Merger Sub and Shareholder have entered into a Voting and Support Agreement, dated as of the date hereof (the “Voting Agreement”), pursuant to which, among other things, the Shareholder has agreed to vote the Subject Shares in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in each case on the terms set forth in the Voting Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of these premises, the representations and warranties and the mutual covenants and agreements contained herein and other good, valuable and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

Definitions

For purposes of this Agreement, the following terms and variations thereof shall have the meanings specified or referred to in this Article I:

“24-Month Revenue” has the meaning given such term in Section 2.4(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.  For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise.

“Aggregate Value Received” means, with respect to an applicable Triggering Transaction:

(a)the aggregate amount of consideration per share of Common Stock directly or indirectly received or to be received by Shareholder in respect of such applicable Triggering Transaction (including the proceeds from any asset sales or other capital transactions that may be distributed to shareholders of the Company via dividend or otherwise in connection with such applicable Triggering Transaction, which shall not be deemed to include any dividends in respect of cash of the Company not derived from the applicable Triggering Transaction), plus

(b)the aggregate amount per share of Common Stock of any and all dividends or distributions declared and paid or payable to shareholders of the Company from and after the date hereof  in excess of $64 million in the aggregate in respect of the Common Stock, not including any dividends or distributions contemplated by clause (a) above;

in each case, (i) determined on an aggregate basis in respect of all Subject Shares existing as of the date of termination of this Agreement and (ii) assuming all Subject Shares existing as of the date of termination of this Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of).  For purposes of this definition and the definition of Shareholder Termination Fee, the term “amount of consideration” means the sum of the amount of cash plus the fair market value of any non-cash, deferred or contingent consideration (with any consideration paid in the form of securities being valued based on the average of the last sales prices for such securities on the five trading days ending one trading day prior to the date of the consummation of the a pplicable Triggering Transaction or if such consideration includes deferred or contingent consideration or if securities do not have an existing public trading market or non-cash consideration consists of property other than securities, the value of such securities, other property, non-cash, deferred or contingent consideration shall be the fair market value on the day prior to the consummation of the applicable Triggering Transaction as mutually agreed by Parent and Shareholder).

“Agreement” has the meaning given such term in the preamble hereto.

“Bankruptcy and Equity Exception” has the meaning given such term in Section 3.2(a).

2

“Cash Purchase Price” has the meaning given such term in Section 2.2(a).

“Closing” has the meaning given such term in Section 2.3.

“Closing Date” has the meaning given such term in Section 2.3.

“Common Stock” has the meaning given such term in the preliminary statement hereto.

“Company” has the meaning given such term in the preamble hereto.

“Company Termination Fee” has the meaning given such term in the Merger Agreement.

“Conclusive Earn-Out Income Statement” has the meaning given such term in Section 2.4(e).

“Contract” means any written, oral or other agreement, obligation, contract, subcontract, lease, license, permit, franchise, certificate, approval, authorization, understanding, instrument, note, bond, mortgage, indenture, deed of trust, warranty, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, whether express or implied.

“Disputed Items” has the meaning given such term in Section 2.4(c).

“Earn-Out Cash Payment” has the meaning given such term in Section 2.2(c).

“Earn-Out Income Statement” has the meaning given such term in Section 2.4(a).

“Enterprise Value” means, with respect to an applicable Triggering Transaction, the amount equal to the quotient of (a) the sum of (i) $12 million and (ii) solely to the extent that the Triggering Transaction is a merger or other sale of shares of capital stock of the Company, the lower of (x) the amount of Net Cash at the time of the execution and delivery of a definitive agreement in respect of such Triggering Transaction and (y) the amount of Net Cash at the time of the consummation of such Triggering Transaction, and (b) the number of shares of Common Stock outstanding on a fully-diluted basis at the time of consummation of such Triggering Transaction (assuming all Subject Shares existing as of the date of termination of t his Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of)).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Expense Reimbursement” has the meaning given such term in the Merger Agreement.

“GAAP” means generally accepted accounting practices in the United States.

3

“Governmental Authority” means any government, court, regulatory, tax or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational.

“Liens” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, claim, charge, security interest, title retention device, collateral assignment, adverse claim, restriction or other encumbrance of any kind in respect of such asset (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction or limitation on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Legal Requirement” means any national, federal, state, local, municipal, cantonal, foreign, international, multinational or other administrative order, decree, constitution, law, rule, code, ordinance, principle of common law, regulation, statute or treaty or any rule or policy of any securities exchange or the National Association of Securities Dealers.

“Merger” has the meaning given such term in the preliminary statement hereto.

“Merger Agreement” has the meaning given such term in the preliminary statement hereto.

“Merger Sub” has the meaning given such term in the preliminary statement hereto.

“Net Cash” means, as of any applicable date, the amount, if any, by which the Company’s aggregate cash, cash equivalents, short-term investments and bank deposits exceeds the sum of (a) the amount of the Company’s indebtedness (which shall include, among other things, the aggregate amount of outstanding checks) as of such date, determined in accordance with GAAP, consistently applied, plus (b) the aggregate amount of any income tax receivables of the Company as of such date.

“Neutral Arbitrator” has the meaning given such term in Section 2.4(d).

“NJBCA” means the New Jersey Business Corporation Act, as amended.

“Notes” has the meaning given such term in Section 2.2(c).

“Order” means any award, decision, injunction (preliminary or permanent), temporary restraining order, judgment, order, ruling, decree, subpoena or verdict entered, issued, made or rendered by any domestic or foreign court, administrative agency or other Governmental Authority or by any arbitrator.

“Parent” has the meaning given such term in the preamble hereto.

“Parent Material Adverse Effect” has the meaning given such term in Section 4.2(b).

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.

4

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Purchase Price” has the meaning given such term in Section 2.2.

“Resolution Period” has the meaning given such term in Section 2.4(c).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

“Shares” has the meaning given such term in the preliminary statement hereto.

“Shareholder” has the meaning given such term in the preamble hereto.

“Shareholder Material Adverse Effect” has the meaning given such term in Section 3.2(b).

“Shareholder Termination Fee” means, in respect of a Triggering Transaction, the greater of:

(a)thirty percent (30%) of the difference between (i) the Aggregate Value Received, less (ii) the Enterprise Value attributable, or directly or indirectly relating, to the Subject Shares (assuming all Subject Shares existing as of the date of termination of this Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of)), determined and paid on an aggregate basis in respect of all such Subject Shares; and

(b)thirty percent (30%) of any and all amounts that Shareholder receives or is to receive (assuming all Subject Shares existing as of the date of termination of this Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of)), directly or indirectly, in the form of consideration of any kind, dividends, distributions or other payments in excess of $55,610,419 in the aggregate;

provided, however, that the aggregate Shareholder Termination Fee shall in no event exceed $1.2 million.

“Subject Shares” has the meaning given such term in the preliminary statement hereto.

“Subsidiary” when used with respect to any party, means any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the equity and more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.

“Superior Proposal” has the meaning given such term in the Merger Agreement.

5

“Surviving Corporation” has the meaning given such term in the Merger Agreement.

“Takeover Proposal” has the meaning given such term in the Merger Agreement, except that all references therein to 20% shall be deemed to be references to 50%.

“Transfer” has the meaning given such term in Section 5.2.

“Triggering Transaction” means any applicable Takeover Proposal, or series of related transactions that together constitute a Takeover Proposal.

“Voting Agreement” has the meaning given such term in the preliminary statement hereto.

Article II.

Purchase and Sale of Subject Shares; Purchase Price; Closing

2.1Purchase and Sale of Subject Shares.  Subject to the terms and conditions of this Agreement, at the Closing, Shareholder will sell, assign, transfer and deliver to Parent, and Parent will purchase and accept from Shareholder, all of Shareholder’s rights, title and interest in and to the Subject Shares.

2.2Purchase Price.  The total consideration to be paid or issued by Parent to Shareholder for the Subject Shares (collectively, the “Purchase Price”) shall consist of:

(a)an amount in cash equal to $13,210,939 (the “Cash Purchase Price”), payable by Parent to Shareholder as contemplated by Section 2.3(a);

(b)the issuance by Merger Sub of a promissory note to Shareholder in substantially the form attached hereto as Exhibit A in a principal amount equal to $1,400,000, payable by Merger Sub or the Surviving Corporation to Shareholder on the date that is the fourteen (14) month anniversary date of the Closing Date; and

(c)the issuance by Merger Sub of a promissory note to Shareholder in substantially the form attached hereto as Exhibit B in a principal amount equal to $2,600,000, which amount shall be adjusted to the extent required by Section 2.4 (as so adjusted, the “Earn-Out Cash Payment”), payable by Merger Sub or the Surviving Corporation to Shareholder as contemplated by Section 2.4 (together with the promissory note referenced in Section 2.2(b), the “Notes”).

2.3Closing.  The closing of the purchase and sale of the Subject Shares (the “Closing”) shall take place (i) at 10:00 a.m. (New York City time) on a date to be specified by the parties hereto, which date shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), and (ii) immediately prior to the closing of the Merger, at the offices of Paul, Hastings, Jan ofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “Closing Date”).  At the Closing:

6

(a)Parent shall pay the Cash Purchase Price by wire transfer in immediately available funds to an account designated by Shareholder in writing no less than two business days prior to the Closing;

(b)Shareholder shall deliver to Parent one or more certificates representing the Subject Shares, with all necessary stock transfer stamps (to the extend they are required) affixed thereto, duly endorsed in blank or accompanied by stock transfer power duly endorsed in blank and such other documents as may be necessary to effect the transfer of the Subject Shares to Parent free and clear of all Liens;

(c)Merger Sub shall deliver to Shareholder each of the Notes, duly executed by Merger Sub;

(d)Shareholder shall deliver to Parent the certificate contemplated by Section 6.2;

(e)Parent shall deliver to Shareholder the certificate contemplated by Section 6.3;

(f)Parent shall deliver to Shareholder evidence of the wire transfer referenced in Section 2.3(a); and

(g)Parent shall deliver to Shareholder a receipt for the Subject Shares.

2.4Post-Closing Adjustment to Earn-Out Cash Payment.

(a)Within thirty (30) business days following the date that is the twenty-four (24) month anniversary date of the Closing Date, Parent shall (or shall cause the Surviving Corporation to) prepare and deliver to Shareholder an unaudited, consolidated income statement with respect to the twenty-four (24) month period beginning on the first day of the first month following the Closing Date and ending on the last day of the twenty-fourth (24th) month following the Closing Date (the “Earn-Out Income Statement”) setting forth in reasonable detail the consolidated revenue (excluding the impact from vendor-specific objective evidence accounting adjustmen ts required by accounting rule SOP 97-2) of the business of the Company that is conducted by the Surviving Corporation for such period (the “24-Month Revenue”), determined in accordance with GAAP, consistently applied, utilizing the same accounting methods, policies, principles, practices and procedures as utilized as immediately prior to the Closing (and not taking into account any changes thereto required or permitted as a result of the transactions contemplated by this Agreement).

(b)If the 24-Month Revenue is:

(i)seventy-five million dollars ($75,000,000) or more, then there shall be no adjustment to the Earn-Out Cash Payment and the Earn-Out Cash Payment shall be paid in cash to Shareholder concurrent with the delivery of the Earn-Out Income Statement; or

7

(ii)less than seventy-five million dollars ($75,000,000), then the Earn-Out Cash Payment shall be decreased by an amount equal to forty percent (40%) of the amount of the difference between (x) seventy-five million dollars ($75,000,000) and (y) the 24-Month Revenue, and such decreased Earn-Out Cash Payment shall be paid in cash to Shareholder concurrent with the delivery of the Earn-Out Income Statement.

(c)During the thirty (30) days following Shareholder’s receipt of the Earn-Out Income Statement, Shareholder and its representatives shall be permitted to review the Surviving Corporation’s working papers (together with a reconciliation to any related audit periods) and a copy of any audit of the Surviving Corporation received for the periods set forth in the Earn-Out Income Statement, and make written inquiries directly relating to the preparation of the Earn-Out Income Statement and the calculation of the 24-Month Revenue.  Shareholder shall have thirty (30) days following receipt of the Earn-Out Income Statement delivered pursuant to Section 2.4(a) during which to notify Parent of any dispute of any it em contained therein, which notice shall set forth in detail the basis for such dispute.  Unless Shareholder delivers such written notice to Parent of dispute thereof on or prior to the thirtieth (30th) day after Shareholder’s receipt of the Earn-Out Income Statement, Shareholder will be deemed to have accepted and agreed to the Earn-Out Income Statement and such statement (and the specific calculations and methods used therein) will be final, conclusive and binding on the parties hereto.  If Shareholder notifies Parent in writing of disputed items contained in the Earn-Out Income Statement (or specific calculations or methods used therein) within such thirty (30)-day period, then for fifteen (15) days following delivery of such notice by Shareholder to Parent (the “Resolution Period”), Parent and Shareholder shall attempt in good faith to resolve their differences with respect to the disputed it ems (the “Disputed Items”).  Any resolution by Parent and Shareholder during the Resolution Period as to any Disputed Item shall be set forth in a writing executed by Parent and Shareholder and will be final, conclusive and binding on all of the parties hereto.

(d)If Parent and Shareholder do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted within five (5) days after the expiration of the Resolution Period to a national independent accounting firm (other than a “big four” accounting firm) or professional services firm mutually acceptable to Parent and Shareholder (the “Neutral Arbitrator”).  The Neutral Arbitrator shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period.  In resolving such Disputed Items, the Neutral Arbit rator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party upon presentment to the Neutral Arbitrator.  Parent and Shareholder shall give, or cause to be given to, the Neutral Arbitrator reasonable access to all records, facilities, representatives of the parties hereto, and personnel of such party and the Company as reasonably necessary to perform its function as arbitrator of the Disputed Items.  In the event Parent or the Surviving Corporation, on the one hand, or Shareholder, on the other hand, shall participate in teleconferences or meetings with, or make presentations to, the Neutral Arbitrator, the other party shall be entitled to participate in such teleconferences, meetings or presentations.  Parent and Shareholder shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Parent and Shareholder a written determination (such determination to include a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items

8

submitted to the Neutral Arbitrator within thirty (30) days of its engagement to review such Disputed Items, which determination will be final, conclusive and binding on the parties hereto and upon which judgment may be entered.  All fees and expenses of the Neutral Arbitrator shall be borne by Parent or the Surviving Corporation, on the one hand, and Shareholder, on the other hand, based on the relative success of the parties prevailing on their respective positions in respect of the amount of the Earn-Out Cash Payment.

(e)The final, conclusive and binding Earn-Out Income Statement based either upon agreement or deemed agreement by Parent and Shareholder or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.4, will be the “Conclusive Earn-Out Income Statement.”  Upon a determination, if any, of any adjustment amount to be paid in respect of the Earn-Out Cash Payment adjustment pursuant to the Conclusive Earn-Out Income Statement in accordance with the foregoing, the Earn-Out Cash Payment as previously paid pursuant to this Section 2.4 shall be increased (but in no event may the Earn-Out Cash Payment exceed $2,600,000) by the amount of such adjustment, if applicable, and Parent shall, within three (3) business days of such determination, pay to Shareholder by wire transfer of immediately available funds to an account designated by Shareholder in writing, an amount in cash equal to such net adjustment amount.

(f)If Parent fails to promptly pay any amounts due and payable pursuant to Section 2.2(b) or (c) and Shareholder commences legal proceedings to obtain payment, Parent shall indemnify Shareholder for its fees and expenses (including attorneys fees and expenses) incurred in connection with such legal proceedings and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date such amounts were payable hereunder.

Article III.

Representations and Warranties of Shareholder

Shareholder represents and warrants to Parent and Merger Sub as follows:

3.1Good Standing and Corporate Power.  Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

3.2Authority; Non-Contravention.

(a)The execution, delivery and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors and no other action on the part of Shareholder or its shareholders is necessary to authorize the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of Shareholder,

9

enforceable against Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b)Neither the execution and delivery of this Agreement and each other agreement contemplated to be executed and delivered herein by Shareholder in connection herewith, nor the consummation by Shareholder of the transactions contemplated hereby or thereby, nor compliance by Shareholder with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Shareholder, or (ii) assuming that the authorizations, consents and approvals of Governmental Authorities referred to in Section 3.3 are obtained and the filings referred to in Section 3.3 are made, (x) violate, conflict with or contravene in any material resp ect any Legal Requirement, judgment, writ or injunction of any Governmental Authority applicable to Shareholder, (y) violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination, cancellation or redemption, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon the Subject Shares, under, any of the terms, conditions or provisions of any Contract to which Shareholder is a party or by which Shareholder or any of its properties or assets may be bound, or (z) require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby; except, in the case of clauses (x) and (y) above, for such violations, contraventions, conflicts, defaults, term inations, cancellations, redemptions, accelerations, losses and Liens as, individually and in the aggregate, would not reasonably be expected to materially delay or impair Shareholder’s ability to perform its obligations hereunder or thereunder or prevent or materially delay consummation of the transactions contemplated hereby and thereby (a “Shareholder Material Adverse Effect”).

3.3Governmental Approvals.  Except for any filings or compliance actions set forth on Exhibit 3.3 attached hereto, no action by or in respect of, and no consents or approvals of, or filings, permits, authorizations, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby.

3.4Title to Shares.  Shareholder is the record and beneficial owner of the Subject Shares, free and clear of any Liens, the Subject Shares represent all of the shares of capital stock of the Company beneficially owned by Shareholder.  There are no outstanding agreements, options, shares of capital stock of the Company subject to vesting or other rights to acquire from Shareholder, or obligations of Shareholder to sell or to dispose of, any shares of capital stock or other equity securities of the Company.  At the Closing, Shareholder will transfer good and valid title to the Subject Shares free and clear of any Liens.

3.5Proceedings; Orders.

10

(a)On the date hereof, there is no pending Proceeding that has been commenced by or against Shareholder that challenges, or that could have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

(b)On the date hereof, there is no Order to which Shareholder, or any of the assets owned by Shareholder, is subject that has the effect or reasonably would be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

3.6Brokers.  Except for Duff & Phelps, LLC and Revolution Partners, a division of Morgan Keegan & Company, Inc., the fees and expenses of which will be paid by the Company, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Shareholder.

3.7No Other Parent or Merger Sub Representations or Warranties.  Shareholder acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in Article IV, none of Parent, Merger Sub or any of their Subsidiaries, or any of their respective shareholders, directors, officers, members, managers, employees, Affiliates, advisors, agents or representatives or any other Person has made or is making any express or implied representation or warranty with respect to Parent, Merger Sub or any of their Subsidiaries or their respective businesses, operations, assets, liabilities or condition (financial or otherwise) and any such o ther representations or warranties are hereby disclaimed.

Article IV.

Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub jointly and severally represent and warrant to Shareholder as follows:

4.1Good Standing and Corporate Power.  Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware  and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey.  Each of Parent and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and de liver, and perform its obligations under the Notes and to consummate the transactions contemplated thereby.

4.2Authority; Non-Contravention.

(a)The execution, delivery and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this

11

Agreement and the consummation by Parent of the transactions contemplated hereby.  The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of the transactions contemplated hereby and thereby.  This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Shareholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.  Each of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with their terms, subject to the Bankruptcy and Equity Exception.

(b)Neither the execution and delivery of this Agreement and each other agreement contemplated to be executed and delivered herein by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Parent or Merger Sub, or (ii) assuming that the authorizations, consents and approvals of Governmental Authorities referred to in Section 3.3 and Section 4.3 are obtained and the filings referred to in Section 3.3 and Section 4.3 are made, (x) violate, conf lict with or contravene in any material respect any Legal Requirement, judgment, writ or injunction of any Governmental Authority applicable to Parent or Merger Sub, or (y) violate, conflict with or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party, except, in the case of clause (y) above, for such violations or defaults as would not reasonably be expected to materially delay or impair Parent’s or Merger Sub’s ability to perform its obligations hereunder or thereunder or prevent or materially delay consummation of the transactions contemplated hereby and thereby (a “Parent Material Adverse Effect”).

4.3Governmental Approvals.  Assuming the accuracy of the representations and warranties set forth in Section 3.3, except for any filings or compliance actions set forth on Exhibit 4.3 attached hereto, no action by or in respect of, and no consents or approvals of, or filings, permits, authorizations, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by Parent or Merger Sub and the consummation by Parent or Merger Sub of the transactions contemplated hereby.

4.4Legal Proceedings; Orders.

(a)There is no pending Proceeding that has been commenced by or against Parent or Merger Sub that challenges, or that is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

12

(b)There is no Order to which Parent or Merger Sub, or any of the assets owned by Parent or Merger Sub, is subject that has the effect or reasonably would be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated pursuant to this Agreement.

4.5Brokers and Other Advisors.  No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent or Merger Sub in connection with Parent and Merger Sub entering into this Agreement.

4.6Exclusivity of Representations and Warranties.  Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties made by Shareholder in Article III and in the Voting Agreement and the representations and warranties made by the Company in the Merger Agreement and any document or certificate delivered by the Company in connection with the Merger Agreement and the closing of the transactions contemplated thereby, neither Shareholder nor any of its Subsidiaries, or any of their respective shareholders, directors, officers, members, managers, employees, Affiliates, advisors, agents or representatives or any other Person has made or is making any express or implied representation or warranty with respect to Shareholder or any of its Subsidiaries or their respective businesses, operations, assets, liabilities or condition (financial or otherwise) and any such other representations or warranties are hereby disclaimed.

Article V.

Additional Agreements

5.1Further Assurances.  The parties hereto shall use reasonable best efforts (a) to cause the conditions set forth in Article VI to be satisfied as soon as practicable, and (b) to take, or cause to be taken, all actions, and to assist and cooperate with each other in doing all things, necessary, proper or advisable to consummate and make effective in the most expeditious manner practicable, the transactions contemplated hereby, including (i) obtaining all permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the transactions contemplated hereby, (ii) taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) obtaining all necessary consents from third parties, (iv) subject to applicable Legal Requirements relating to the exchange of information, promptly furnishing to Parent, Merger Sub, their counsel, financial advisors, auditors and other representatives (including Persons providing financing to Parent and Merger Sub in connection with the transactions contemplated hereby and their representatives) such information concerning the Subject Shares as they may reasonably request, and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby to fully carry out the purposes of this Agreement.

5.2Transfer Restrictions; No Acquisition of Company Capital Stock.  Unless and until this Agreement is terminated in accordance with its terms, except pursuant to the transactions contemplated hereby, Shareholder agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (collectively,

13

“Transfer”), (ii) enter into any Contract with respect to the Transfer of, the Subject Shares, any interest contained therein or rights related thereto or (iii) cause or permit any Lien to attach to or otherwise affect the Subject Shares.  Shareholder agrees not to acquire any shares of capital stock of the Company or any capital stock or other securities exchangeable or convertible into shares of capital stock of the Company, including through the exercise of any warrants or other convertible or exchangeable securities or similar instruments, except for dividends or other distributions made in respect of the capital stock of the Company.

5.3Public Announcements.  The initial press, if any, release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent, Merger Sub and Shareholder.  Thereafter, each of Shareholder, on the one hand, and Merger Sub and Parent, on the other hand, shall consult with the other Person(s) prior to the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement and the transactions contemplated hereby (which shall not be deemed to include the Merger), except any public statement or pres s release as may be required by Legal Requirement (including the filing by Shareholder of current reports on form 8-K or other reports required by the federal securities laws) or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the party hereto proposing to make such public statement or release.

5.4Release.  In consideration for the Purchase Price and the Subject Shares, as applicable, as of and following the Closing Date, (a) Shareholder knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to sue Parent, Merger Sub and the Surviving Corporation from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such Shareholder has or may have, now or in the future, arising out of, relati ng to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date and (b) each of Parent and Merger Sub knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to, and shall cause the Surviving Corporation not to, sue Shareholder from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that Parent, Merger Sub or the Surviving Corporation  has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date; provided, however, that the foregoing release shall not apply to any claims arising out of this Agreement.  The Surviving Corporation shall be an express third-party beneficiary of this Section 5.4, entitled to enforce the provisions hereof as if a party hereto.

5.5Control Prior to Merger.  Prior to the Effective Time (as defined in the Merger Agreement) of the Merger, Parent shall not, and shall cause Merger Sub not to, change the management or board of directors of the Company or otherwise exercise control over the Company.

14

5.6Distributions.  Until all amounts outstanding under each of the Notes have been paid in full, Parent shall not, and shall cause the Surviving Corporation not to, make (i) any payment of a dividend or other distribution on account of any shares of any class of equity interest of the Surviving Corporation now or hereafter outstanding, except to the extent payable solely in additional equity interests of Surviving Corporation, or (ii) any redemption, retirement, purchase or acquisition for value of any class of equity interests of the Surviving Corporation now or hereafter outstanding; provided, however, that notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to make and effect the dividend, distribution and any and all other equity-related payments described in clauses (i) and (ii) above prior to the payment in full of all amounts outstanding under each of the Notes if, immediately following the payment of any such dividend, distribution or other equity-related payment the Surviving Corporation shall have working capital in an amount not less than the sum of (a) $2,000,000 and (b) all principal amounts then outstanding under the Notes.

Article VI.

Conditions

6.1Conditions Precedent to Each Party’s Obligation to Close.  The respective obligations of each party hereto to effect the transactions contemplated hereby and to take the actions required to be taken by such parties hereto at the Closing is subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements), at or prior to the Closing, of the following conditions:

(a)Satisfaction of Merger Conditions.  Each of the conditions set forth in Sections 6.1 (excluding Section 6.1(d)), 6.2 and 6.3 of the Merger Agreement shall have been satisfied or, to the extent permitted under applicable Legal Requirements, waived by the party entitled to the benefit thereof, on or prior to the Closing Date (except for an such conditions that, pursuant to the terms of the Merger Agreement, are to be satisfied by virtue of the consummation of the Merger); provided, however, for purposes of this Section 6.1(a) that no waiver shall be given effect hereunder unless a corresponding waiver shall have been given under the Merger Agreement.

(b)No Restraints.  No Legal Requirement or Order enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority of competent jurisdiction located in the United States, or in a jurisdiction outside of the United States in which the Company, Parent or any of their respective Subsidiaries or Shareholder engages in material business activities, shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated hereby or making the consummation of the transactions contemplated hereby illegal.

6.2Conditions Precedent to Parent’s Obligation to Close.  Parent’s obligation to purchase the Subject Shares and to take the other actions required to be taken by Parent at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Parent, in whole or in part):

(a)Accuracy of Representations.  (i) The representations and warranties of Shareholder contained in Section 3.4 shall have been true and correct in all respects

15

as of the date hereof and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date) and (ii) all other representations and warranties of Shareholder contained in Article 3 shall have been true and correct as of the date hereof and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date), except for de minimis inaccuracies that, individually and in the aggregate, would not have or reasonably be expected to have a Shareholder Material Adverse Effect.

(b)Shareholder’s Performance.  All of the covenants and obligations that Shareholder is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered individually and in the aggregate), shall have been duly performed and complied with in all material respects.

(c)Certificate.  Parent shall have received a certificate from an authorized officer of Shareholder certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

(d)Governmental Approvals. Shareholder shall have obtained the consents set forth on Exhibit 3.3.

6.3Conditions Precedent to Shareholder’s Obligation to Close.  Shareholder’s obligation to sell the Subject Shares and to take the other actions required to be taken by Shareholder at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Shareholder, in whole or in part):

(a)Accuracy of Representations.  The representations and warranties of Parent contained in Article IV shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date).

(b)Parent’s Performance.  All of the covenants and obligations that Parent is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered individually and in the aggregate), shall have been duly performed and complied with in all material respects.

(c)Certificate.  Shareholder shall have received a certificate from an authorized officer of Parent certifying that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.

(d)Governmental Approvals. Shareholder shall have obtained the consents set forth on Exhibit 3.3.

6.4Frustration of Closing Conditions.  Parent and Shareholder may not rely on the failure of any condition set forth in Sections 6.1, 6.2, or 6.3, as the case may be, if such failure was caused by such party’s failure to comply with any provision of this Agreement.

16

Article VII.

Termination

7.1Termination.  This Agreement may be terminated and cease to have any force or effect at any time prior to the Closing:

(a)automatically upon the valid termination of the Merger Agreement in accordance with its terms;

(b)by the written agreement of Parent and Shareholder;

(c)by Parent, (i) if any of Shareholder’s representations and warranties contained in this Agreement shall have been inaccurate such that the condition to closing described in Section 6.2(a) would not be satisfied, or (ii) if any of Shareholder’s covenants contained in this Agreement shall have been breached such that the condition to closing described in Section 6.2(b) would not be satisfied; provided, however, that with respect to inaccuracies in Shareholder’s representations and warranties or breaches of a covenant by Shareholder that are curable by Shareholder, Parent may only terminate this Agreement under this Section 7.1(c) if Shareholder fails to cur e such curable inaccuracy or breach within ten (10) business days after receiving written notice from Parent of such curable inaccuracy or breach;

(d)by Shareholder, (i) if any of Parent’s representations and warranties contained in this Agreement shall have been inaccurate such that the condition to closing described in Section 6.3(a) would not be satisfied, or (ii) if any of Parent’s covenants contained in this Agreement shall have been breached such that the condition to closing described in Section 6.3(b) would not be satisfied; provided, however, that with respect to inaccuracies in Parent’s representations and warranties or breaches of a covenant by Parent that are curable by Parent, Shareholder may only terminate this Agreement under this Section 7.1(d) if Parent fails to cure such curable inacc uracy or breach within ten (10) business days after receiving written notice from Shareholder of such curable inaccuracy or breach;

(e)by either Parent or Shareholder, if there shall be any Legal Requirement enacted or applicable that makes consummation of the transactions contemplated hereby illegal, or if any Order by any Governmental Authority of competent jurisdiction preventing or prohibiting consummation of the transactions contemplated hereby shall have become final and nonappealable; or

(f)by Parent if Shareholder shall have breached in any material respect the Voting Agreement.

7.2Effect of Termination.  In the event of the termination of this Agreement as provided in Section 7.1, written notice thereof shall be given to the other party, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void; provided, however, that this Section 7.2, Section 7.3 and Article VIII shall survive the termination of this Agreement and shall remain in full force and effect and there shall be no liability on the party of any party hereto except (i) as provided in Sect ion 7.3 and (ii) nothing shall relieve any party from liability for fraud or willful breach of this Agreement.

17

7.3Termination Fees.

(a)If this Agreement is terminated pursuant to Section 7.1(a) as a result of:

(i)the valid termination of the Merger Agreement pursuant to Section 7.1(b)(iii) of the Merger Agreement, then:

(1)concurrent with such termination, Shareholder shall pay to Parent (x) $1,000,000 less (y) the amount of the Expense Reimbursement which the Company is obligated to reimburse and pay to Parent pursuant to Section 7.3(b) of the Merger Agreement (it being understood and agreed that Parent first shall submit to the Company for payment (to the extent contemplated by the Merger Agreement) any and all claims for reimbursement which it is entitled to submit for payment pursuant to such Section 7.3(b) but such submission shall in no way effect, or relieve Shareholder of, Shareholder’s obligations hereunder); and

(2)if a Takeover Proposal has been made and publicly announced before the Merger Agreement has been voted on by the shareholders of the Company, and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months of the date of termination of the Merger Agreement, then, concurrent with the closing of any such transaction Shareholder shall pay or deliver to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above.  Any amount payable pursuant to this Section 7.3(a)(i)(2) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent p ursuant to the Merger Agreement.

(ii)the termination of the Merger Agreement pursuant to Section 7.1(d)(ii) of the Merger Agreement due to an intentional breach by the Company and, prior to any such termination, a Takeover Proposal has been made, then concurrent with the closing of the transaction relating to such Takeover Proposal, Shareholder shall pay to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above; provided, that such closing occurs within 12 months following the termination of the Merger Agreement; and provided, further, that any amount payable pursuant to this Section 7.3(a)(ii) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement; and

(iii)the termination of the Merger Agreement pursuant to Sections 7.1(c)(i) or 7.1(d)(i) of the Merger Agreement, then, concurrent with the closing of a transaction relating to any Takeover Proposal, Shareholder shall pay to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above; provided, that such the closing of such transaction occurs within 12 months following the termination of the Merger Agreement; and provided, further, that any amo unt payable pursuant to this Section 7.3(a)(iii) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement.

(b)Shareholder acknowledges that the agreement to pay the termination fees as set forth in this Section 7.3 is an integral part of the transactions

18

contemplated by this Agreement, that without such agreement Parent would not have entered into this Agreement, and that payment of such termination fees does not constitute a penalty.  If Shareholder fails to promptly pay the termination fees as required under this Section 7.3 and Parent commences a suit for payment, Shareholder shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date such termination fees were payable hereunder.

Article VIII.

General Provisions

8.1Survival.  The representations, warranties, covenants and agreements in this Agreement (or pursuant to any certificate delivered in connection herewith) shall terminate at the Closing or, except as otherwise provided in Section 7.2, upon the termination of this Agreement pursuant to Section 7.1, as the case may be; provided, however, that (a) the representations and warranties set in Sections 3.1 (Good Standing and Corporate Power), 3.2(a) (Authority), 3.4 (Title to Stock), 4.1 (Good Standing and Corporate Power), and 4.2(a) (Authority) shall s urvive the Closing indefinitely and (b) any covenant or agreement set forth in this Agreement which contemplates performance after the Closing, shall survive the Closing until fully performed in accordance with its terms.

8.2Expenses.  Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses and fees incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of any representatives, whether or not the transactions contemplated hereby are consummated.

8.3Notices.  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (which is confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

(a)if to Parent:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention: Eva Kalawski, General Counsel

Facsimile: (310) 712-1863

with a copy to (which copy shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention: Luke P. Iovine III, Esq.

Facsimile: (212) 230-7649

19

(b)If to Shareholder to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali A. Shah, Esq.

Facsimile:  (212) 739-1094

with a copy to (which copy shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

8.4Further Assurances.  The parties hereto agree to (a) furnish upon request to each other such further information, (b) execute and deliver to each other such other documents (provided that such documents do not and would not create any liability or obligation of such party) and (c) do such other acts and things, all as the other party hereto may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

8.5Remedies Cumulative; Specific Performance.  The rights and remedies of the parties hereto shall be cumulative (and not alternative).  The parties agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event of any breach or threatened breach of any covenant, obligation or other provision of this Agreement.  It is accordingly agreed that the parties hereto shall be entitled to (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (b) an injunction restraining such breach or thr eatened breach, without proof of actual damages (and each party hereto hereby waives any requirement for the securing or posting of any bond or other security in connection therewith); specific performance being in addition to any other remedy to which the parties hereto are entitled at law or in equity.

8.6Extension of Time, Waiver, Etc.  At any time prior to the Closing, any party hereto may, subject to applicable Legal Requirements, if set forth in writing, (a) waive any

20

inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by any other party hereto with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions.  Notwithstanding the foregoing, no failure or delay by Parent or Shareholder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

8.7Entire Agreement and Modification.  This Agreement (including all exhibits hereto), together with the Merger Agreement and the Voting Agreement, constitutes a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements between the parties hereto with respect to the subject matter hereof and thereof.  This Agreement may not be amended except by a written agreement executed by each of the parties hereto.

8.8Assignments, Successors, and No Third-Party Rights.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Legal Requirement or otherwise, by a party hereto without the prior written consent of the other party hereto; provided, however, that Parent may, without the prior written consent of Shareholder, assign Parent’s rights and obligations under this Agreement to the Surviving Corporation and the Surviving Corporation may assume Parent’s obligations hereunder, and any such assignment shall relieve Parent f rom any and all liabilities and obligations hereunder.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 8.8 shall be null and void.  Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.  Except as provided in Section 5.4, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties hereto and their successors and assigns.

8.9Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to Contracts executed in and to be performed entirely within that State, except with respect to the provisions of this Agreement as to which the NJBCA is expressly applicable, which provisions shall be governed by, and construed in accordance with, the laws of the State of New Jersey.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The

21

consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(c)Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

8.10Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable ma nner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

8.11Interpretation.

(a)When a reference is made in this Agreement to an Article, a Section, Schedule or Exhibit, such reference shall be to an Article of, a Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

(b)The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

22

8.12Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto.  Any facsimile or portable document format copies hereof or signature hereon shall, for all purposes, be deemed originals.

[SIGNATURE PAGE FOLLOWS]

23

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

UTAH INTERMEDIATE HOLDING CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

MERGER SUB:	UTAH MERGER CORPORATION
	By:	/s/  Eva M. Kalawski
		Name:	Eva M. Kalawski
		Title:	Vice President and Secretary

SHAREHOLDER:	COMVERSE TECHNOLOGY, INC.
	By:	/s/  Shefali Shah
		Name:	Shefali Shah
		Title:	SVP, General Counsel

[Signature page to Share Purchase Agreement]

EXHIBIT A

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.

PROMISSORY NOTE

U.S. Dollars $1,400,000 Dated: [·]                 

For value received, the undersigned, Utah Merger Corporation, a New Jersey corporation (together with its successors and successors in interest, the “Borrower”), hereby promises to pay Comverse Technology, Inc., a New York corporation (the “Lender”), on the terms and subject to the conditions of this Promissory Note (this “Note”), in immediately available funds, the principal sum of one million four hundred thousand and 00/100 U.S. Dollars ($1,400,000.00) (the “Principal Amount”) on the Maturity Date (as hereinafter defined) in satisfaction of this Note.  This Note is being issued as payment in part of the purchase price for the shares of common stock of Ulticom, Inc. owned by the Lender and is being issued pursuant to Section 2.2(b) of the Share Purchase Agreement, dated as of October 12, 2010, by and among the Borrower, Utah Intermediate Holding Corporation (“Parent”) and the Lender (the “Agreement”).

1.Payment.  The entire outstanding Principal Amount of this Note is due and payable in full on [insert 14 month anniversary date of the closing date] (the “Maturity Date”).  All payments hereunder shall be made in lawful money of the United States in immediately available funds at the Lender’s address set forth in the paragraph 10 of this Note or such other address as the Lender may hereafter designate.  The Principal Amount may be prepaid, in whole or in part, at any time without penalty or premium.

2.Default Interest Rate.  If the Borrower has not paid the Principal Amount in full by the Maturity Date, then interest shall accrue on any unpaid portion of the Principal Amount from and after the Maturity Date at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors) in effect on the date such amount was due and payable hereunder.

3.Event of Default.  The entire outstanding Principal Amount of this Note shall become immediately due and payable if the following shall occur and be continuing:

a.the Borrower shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to

Page 1 of 6

bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceedings instituted against the Borrower (but not instituted by it), either such proceedings shall remain un-dismissed or un-stayed for a period of sixty (60) days or any of the actions sought in such proceedings shall occur;

b.if any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof), other than Parent or its Affiliates, shall own, directly or indirectly, beneficially or of record, shares representing a majority of the outstanding capital stock of Ulticom, Inc. (or its successor); or

c.the covenants and obligations in Section 5.6 of the Agreement shall not have been duly performed or complied with in all respects.

4.Representation.  The Borrower represents and warrants that the issuance and delivery of this Note have been duly and validly authorized and this Note is the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms subject to laws affecting creditors’ rights generally and to general principles of equity.  As of the Maturity Date, the Borrower will have sufficient liquidity or access to working capital to pay all amounts to be paid by it in connection with this Note.

5.Subordination.  This Note (including any and all principal, interest, fees and any other amounts that may be payable hereunder) is expressly subordinated in right of payment to any future indebtedness in respect of borrowed money of the Borrower (or its successor), and, in that regard, the Lender shall enter into a subordination agreement, in a form reasonably proposed by any applicable senior lender(s) and having terms and conditions that are customary and market in view of the nature of the applicable senior indebtedness and the lender(s) with respect thereto, in respect of any future senior indebtedness in respect of borrowed money o f the Borrower (or its successor).

6.Transferability.  Neither this Note, nor any rights or obligations hereunder, shall be assigned or transferred by the Borrower without the prior written consent of the Lender.  In addition, to the extent the Lender intends to effect a direct sale or transfer of this Note to a third party, the Lender shall provide Parent and the Surviving Corporation reasonably detailed notice of the terms and conditions thereof and Parent and the Surviving Corporation shall have a right of first refusal in respect of such sale and transfer, exercisable within five business days from receipt of such notice, to purchase this Note from the Lender on the same terms and conditions as are applicable to any such proposed sale and transfer to a third party.

7.Waiver.  No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder, and no course of dealing between the Borrower and the Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein expressly provided are cumulative and

Page 2 of 6

not exclusive of any rights or remedies which the Lender would otherwise have.  No waiver shall be effective except by written agreement of the Borrower and the Lender.

8.Presentment and Demand.  DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NON-PAYMENT AND PROTEST ARE HEREBY WAIVED BY THE BORROWER AND ANY ENDORSER OF THIS NOTE.

9.Amendment.  This Note may not be amended except by an agreement in writing signed by the Borrower and the Lender.

10.Notices.  Any notice, request or other communication required to be given hereunder, shall be effective when delivered personally, by fax (which is confirmed) or by overnight courier, addressed to the respective party as follows:

if to the Borrower:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention: Eva Kalawski, General Counsel

Facsimile: (310) 712-1863

with a copy to (which copy shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention: Luke P. Iovine III, Esq.

Facsimile: (212) 230-7649

If to the Lender to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali A. Shah, Esq.

Facsimile:  (212) 739-1094

Page 3 of 6

with a copy to (which copy shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such person may hereafter specify for the purpose by notice to the other persons referred to above.

11.Severability.  If any term or other provision of this Note is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Note shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptab le manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

12.Governing Law.

a.This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

b.All actions and proceedings arising out of or relating to this Note shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose exc ept as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Page 4 of 6

c.Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Note or the transactions contemplated hereby.

[Signature Page Follows]

Page 5 of 6

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the date first written above.

UTAH MERGER CORPORATION
By:
	Name:
	Title:

[Signature Page to $1,400,000 Promissory Note]

EXHIBIT B

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.

PROMISSORY NOTE

U.S. Dollars $2,600,000     Dated: [·]       

For value received, the undersigned, Utah Merger Corporation, a New Jersey corporation (together with its successors and successors in interest, the “Borrower”), hereby promises to pay to Comverse Technology, Inc., a New York corporation (the “Lender”), on the terms and subject to the conditions of this Promissory Note (this “Note”), in immediately available funds, the principal sum of two million six hundred thousand and 00/100 U.S. Dollars ($2,600,000.00), as may be adjusted downward pursuant to Section 2.4 of the Share Purchase Agreement, dated as of Oc tober 12, 2010, by and among the Borrower, Utah Intermediate Holding Corporation and the Lender (the “Agreement”) (as adjusted, the “Principal Amount”), on the Maturity Date (as hereinafter defined) in satisfaction of this Note.  This Note is being issued as payment in part of the purchase price for the shares of common stock of Ulticom, Inc. owned by the Lender and is being issued pursuant to Section 2.2(c) of the Agreement.

1.Payment.  The entire outstanding Principal Amount of this Note is due and payable in full on the date that is three business days after the final and conclusive determination of the amount of the Earn-Out Cash Payment pursuant to Section 2.4 of the Agreement (the “Maturity Date”).  All payments hereunder shall be made in lawful money of the United States in immediately available funds at the Lender’s address set forth in the paragraph 10 of this Note or such other address as the Lender may hereafter designate.  The Principal Amount may be prepaid, in whole or in part, at any time without penalty or premium.

2.Default Interest Rate.  If the Borrower has not paid the Principal Amount in full by the Maturity Date, then interest shall accrue on any unpaid portion of the Principal Amount from and after the Maturity Date at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors) in effect on the date such amount was due and payable hereunder.

3.Event of Default.  The entire outstanding Principal Amount of this Note shall become immediately due and payable if the following shall occur and be continuing:

a.the Borrower shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,

Page 1 of 5

adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceedings instituted against the Borrower (but not instituted by it), either such proceedings shall remain un-dismissed or un-stayed for a period of sixty (60) days or any of the actions sought in such proceedings shall occur; or

b.the covenants and obligations in Section 5.6 of the Agreement shall not have been duly performed or complied with in all respects.

4.Representation.  The Borrower represents and warrants that the issuance and delivery of this Note have been duly and validly authorized and this Note is the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms subject to laws affecting creditors’ rights generally and to general principles of equity.  As of the Maturity Date, the Borrower will have sufficient liquidity or access to working capital to pay all amounts to be paid by it in connection with this Note.

5.Subordination.  This Note (including any and all principal, interest, fees and any other amounts that may be payable hereunder) is expressly subordinated in right of payment to any future indebtedness in respect of borrowed money of the Borrower (or its successor), and, in that regard, the Lender shall enter into a subordination agreement, in a form reasonably proposed by any applicable senior lender(s) and having terms and conditions that are customary and market in view of the nature of the applicable senior indebtedness and the lender(s) with respect thereto, in respect of any future senior indebtedness in respect of borrowed money o f the Borrower (or its successor).

6.Transferability.  Neither this Note, nor any rights or obligations hereunder, shall be assigned or transferred by the Borrower without the prior written consent of the Lender.  In addition, to the extent the Lender intends to effect a direct sale or transfer of this Note to a third party, the Lender shall provide Parent and the Surviving Corporation reasonably detailed notice of the terms and conditions thereof and Parent and the Surviving Corporation shall have a right of first refusal in respect of such sale and transfer, exercisable within five business days from receipt of such notice, to purchase this Note from the Lender on the same terms and conditions as are applicable to any such proposed sale and transfer to a third party.

7.Waiver.  No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder, and no course of dealing between the Borrower and the Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have.  No waiver shall be effective except by written agreement of the Borrower and the Lender.

8.Presentment and Demand.  DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NON-PAYMENT AND PROTEST ARE HEREBY WAIVED BY THE BORROWER AND ANY ENDORSER OF THIS NOTE.

Page 2 of 5

9.Amendment.  This Note may not be amended except by an agreement in writing signed by the Borrower and the Lender.

10.Notices.  Any notice, request or other communication required to be given hereunder, shall be effective when delivered personally, by fax (which is confirmed) or by overnight courier, addressed to the respective party as follows:

if to the Borrower:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention: Eva Kalawski, General Counsel

Facsimile: (310) 712-1863

with a copy to (which copy shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention: Luke P. Iovine III, Esq.

Facsimile: (212) 230-7649

If to the Lender to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali A. Shah, Esq.

Facsimile:  (212) 739-1094

with a copy to (which copy shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such person may hereafter specify for the purpose by notice to the other persons referred to above.

11.Severability. If any term or other provision of this Note is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Note shall nevertheless

Page  of [INSERT PAGE NUMBER]

LEGAL_US_W # 65846219.8

Page 3 of 5

remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

12.Governing Law.

a.This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

b.All actions and proceedings arising out of or relating to this Note shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose exc ept as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

c.Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Note or the transactions contemplated hereby.

[Signature Page Follows]

Page 4 of 5

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the date first written above.

UTAH MERGER CORPORATION
By:
	Name:
	Title:

[Signature Page to $2,600,000 Promissory Note]

Exhibit 3.3

Governmental Approvals

1.           The filing with the German Federal Cartel Office (Bundeskartellamt) and the granting of approval of the transactions contemplated by the Merger Agreement and this Agreement under the German Act against Restraints of Competition (GWB).

Exhibit 4.3

Governmental Approvals

None.

EX-10.2 4 mm10-1110_8ke1002.htm EX.10.2 - VOTING AND SUPPORT AGREEMENT

EXHIBIT 10.2

This VOTING AND SUPPORT AGREEMENT, dated as of October 12, 2010 (this “Agreement”), is made and entered into by and among Utah Intermediate Holding Corporation, a Delaware corporation (“Parent”), Utah Merger Corporation, a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Comverse Technology, Inc., a shareholder of Ulticom, Inc., a New Jersey corporation (the “Company”) (“Shareholde r”).

PRELIMINARY STATEMENT

Capitalized terms used but not defined herein shall have the meanings given such terms in that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Merger Sub and the Company (including any exhibits, schedules or supplements thereto, the “Merger Agreement”).

Shareholder is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all uses of the term “beneficial owner” in this Agreement) of 7,386,669 shares of common stock, no par value, of the Company (“Company Common Stock”) (all such shares of Company Common Stock being hereinafter referred to as the “Covered Shares”).

Concurrently with the execution and delivery hereof, (i) Parent, Merger Sub and the Company are entering into the Merger Agreement, which provides, among other things, for Merger Sub to merge (the “Merger”) with and into the Company, with the Company being the surviving corporation in accordance with the New Jersey Business Corporation Act, and (ii) Parent, Merger Sub and Shareholder are entering into the Share Purchase Agreement, which provides, among other things, for Shareholder to sell and transfer to Parent, and for Parent to purchase and acquire from Shareholder, all of the Covered Shares immediately prior to the consummation of the Merger for the consideration set forth therein (the “Share Purchase Agreement”).

As a condition of and material inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent and Merger Sub have required that Shareholder enter into this Agreement, and Shareholder has agreed to enter into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of these premises, the respective representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:

ARTICLE 1.

VOTING OF SHARES; IRREVOCABLE PROXY

1.01Granting of Proxy and Voting of Covered Shares.  Shareholder, by this Agreement, does hereby constitute and appoint Parent and Merger Sub, or any nominee thereof, with full power of substitution and resubstitution, during and for the term of this Agreement, as

Shareholder’s true and lawful attorney-in-fact and proxy for and in Shareholder’s name, place and stead, to vote (or to instruct nominees or record holders to vote) the Covered Shares at any annual, special or adjourned or postponed meeting of the shareholders of the Company (and this appointment will include the right to sign on behalf of Shareholder, as Shareholder’s attorney-in-fact, any consent, certificate or other document, in lieu of a meeting or otherwise, relating to the Company that the Laws of the State of New Jersey may require or permit):

(a)in favor of the approval and adoption of the Merger Agreement, the Merger, each of the other actions contemplated by the Merger Agreement and any other matters necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (including for any adjournment or postponement of the Company Shareholders Meeting proposed pursuant to Section 5.15(b) of the Merger Agreement); and

(b)against the approval or adoption of:

(i)any Takeover Proposal or any other transaction, proposal, agreement or action made in opposition to, or in competition with, the consummation of the Merger or any other transactions contemplated by the Merger Agreement, and

(ii)any action, proposal, transaction or agreement that is intended or could reasonably be expected to prevent, impede, interfere with or discourage the consummation of the Merger or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement.

The proxy and power of attorney set forth above in this Section 1.01 is hereinafter referred to as the “Proxy”.

1.02Irrevocable Proxy.  Shareholder hereby affirms that this Proxy is irrevocable and coupled with an interest sufficient to support an irrevocable proxy under applicable Law; provided, however, that the Proxy is subject to the automatic termination of the Proxy upon a termination of this Agreement in accordance with Section 6.01.  Shareholder hereby further affirms that the Proxy is given in connection with, and granted in consideration of and as an inducement to, Parent a nd Merger Sub entering into the Merger Agreement and the Share Purchase Agreement, and the Proxy is given to secure the performance of the duties of Shareholder under this Agreement.  Shareholder has not entered into, and hereby covenants and agrees not to enter into at any time while this Agreement remains in effect, any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Article I.  Shareholder represents and warrants that Shareholder has revoked or terminated all and any other proxies and powers of attorney with respect to the Covered Shares that Shareholder may have heretofore made or granted and agrees not to grant any such other proxies or powers of attorney at any time while this Agreement remains in effect.  If for any reason a court of competent jurisdiction finds that the Proxy is not irrevocable, then Shareholder agrees (subject to the proviso to the first sentence of this Section 1.02) to vote the Covered Shares in accordance with the terms set forth in the Proxy as instructed by Parent or Merger Sub in writing.  The parties agree that the foregoing is a voting agreement.  For Covered Shares as to which Shareholder is the beneficial but not the record owner, Shareholder shall take all

2

necessary actions to cause any record owner of such Covered Shares to grant to Parent or Merger Sub a proxy to the same effect as that contained in the Proxy.

1.03No Duty or Liability.  The parties hereto acknowledge and agree that neither Parent, Merger Sub, nor their respective successors, assigns, Subsidiaries, divisions, employees, officers, directors, shareholders, agents or Affiliates shall owe any duty to, whether in Law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including attorney’s fees) and compensation of any kind or nature whatsoever to Shareholder in connection with or as a result of any voting by Parent or Merger Sub of the Covered Shares as contemplated hereby.   The parties hereto acknowledge that, pursuant to the authority hereby granted under the Proxy, Parent or Merger Sub may vote the Covered Shares in furtherance of its own interests, and neither Parent nor Merger Sub is acting as a fiduciary of Shareholder or the Company.

ARTICLE 2.

TRANSFER RESTRICTIONS

2.01Restrictions on Transfer.  During the term of this Agreement, except as otherwise provided herein, Shareholder will not (a) tender into any tender or exchange offer, (b) directly or indirectly, in whole or in part, sell, transfer, assign, gift, place in trust, pledge, hypothecate, tender, grant an option, right of first refusal or offer with respect to, encumber or otherwise dispose of, any of the Covered Shares, (c) commit any act that could restrict or affect Shareholder’s legal power, authority or right to vote any or all of the Covered Shares then owned of record or beneficially by Shareholder (whether by proxy, voting trust or otherwise) or oth erwise prevent or disable Shareholder from performing any of Shareholder’s obligations under this Agreement, (d) enter into a swap or any other agreement or any transaction that transfers in whole or in part, the economic consequence of ownership of any Covered Shares or (e) otherwise agree to do any of the foregoing.

2.02Acquisition of Additional Shares.  In the event (a) of any stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Covered Shares or any other action that would have the effect of changing Shareholder’s ownership of the Covered Shares or other Company securities or (b) Shareholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities of the Company during the period commencing with the execution and delivery of this Agreement through the termination of this Agreement pursuant to Section 6.01, then the terms of this Agreement will apply to all shares of Company Common Stock or other securities of the Company held by the Shareholder immediately following the effectiveness of the events described in clause (a) or Shareholder becoming the beneficial owner thereof as described in clause (b), as though such shares or other securities of the Company were Covered Shares hereunder.  Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Parent and Merger Sub in writing of the number of any new shares of Company Common Stock or other shares of capital stock or securities of the Company acquired by Shareholder or of which Shareholder becomes the beneficial owner, if any, after the date hereof.

3

ARTICLE 3.

NO SOLICITATION; NOTIFICATION

3.01No Solicitation.  Prior to the termination of this Agreement, Shareholder in its capacity as a shareholder of the Company shall, and shall instruct and cause Shareholder’s directors, officers and employees and its investment bankers, financial advisors, attorneys and other advisors or representatives (“Representatives”) to, cease any solicitations, discussions, and negotiations that may be ongoing as of the date of this Agreement with any Person with respect to a Takeover Proposal.  Shareholder shall not, and shall not authorize or (to the extent within the contro l of Shareholder) permit its Representatives to, directly or indirectly, (a) solicit, facilitate, initiate or encourage any inquiries regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (b) furnish to any Person any Company information or data (or provide any Person with access to its properties, books, assets or personnel) in furtherance of any Takeover Proposal, (c) have any discussions or participate in any negotiations with any third party regarding any Takeover Proposal, (d) approve or recommend any Takeover Proposal, enter into any agreement-in-principle, letter of intent, acquisition or similar agreement with respect to a Takeover Proposal (or resolve to or publicly propose any of the foregoing) or (e) make any public statement or proposal inconsistent with the Company Recommendation.

3.02Notification.  Prior to the termination of this Agreement, Shareholder shall promptly (and in any case within 24 hours following the relevant event) notify Parent upon receipt, in Shareholder’s capacity as a shareholder of the Company, of any inquiries, proposals, or offers received by, any requests for information from, or any discussions or negotiations sought to be initiated or continued with, Shareholder or its Representatives concerning any Takeover Proposal or that could reasonably be expected to lead to a Takeover Proposal and disclose the identity of the other party and the material terms of such inquiry, offer, proposal or request and, in t he case of written materials, provide copies of such materials.

ARTICLE 4.

ADDITIONAL AGREEMENTS OF SHAREHOLDER

4.01Additional Agreements of Shareholder.  Shareholder hereby:

(a)agrees, prior to the termination of this Agreement pursuant to Section 6.01, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any and all respects or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Shareholder of its obligations under or contemplated by this Agreement;

(b)irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent with respect to the Merger that Shareholder may have now or at any time with respect to the Covered Shares;

(c)agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (i) challenging

4

the validity of, or seeking to enjoin the operation of, any provision of this Agreement, or (ii) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement; and

(d)agrees that, upon request of Parent or Merger Sub, Shareholder shall execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

5.01Representations and Warranties of Shareholder.  Shareholder represents and warrants to Parent and Merger Sub, as of the date hereof and for so long as this Agreement remains in effect (unless otherwise expressly limited), as follows:

(a)Title.  Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of any Liens (including any restriction on the right to vote or transfer any of the Covered Shares), except as may be provided for in this Agreement.  The Covered Shares represent all of the shares of capital stock of the Company beneficially owned, directly or indirectly, by Shareholder.  Shareholder does not own any securities convertible into or exchangeable for any shares of Company Common Stock or other voting securities of the Company other than the Covered Shares.  Shareholder holds exclusive po wer to vote and dispose of the Covered Shares and (other than as set forth in Section 1.01) has not granted a proxy to any other Person to vote the Covered Shares.  Except for the Covered Shares, Shareholder does not, directly or indirectly, own or have any option, warrant or other right to acquire any securities of the Company that is or may by its terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Shareholder subject to any Contract, other than this Agreement, that allows or obligates Shareholder to vote, acquire or dispose of any securities of the Company.

(b)Organization and Qualification.  Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

(c)Authority.  Shareholder has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(d)Due Execution and Delivery.  The execution, delivery and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated hereby, have been duly and validly authorized and approved by its board of directors and no other action on the part of Shareholder is necessary to authorize the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, const itutes a legal, valid and binding obligation of

5

Shareholder, enforceable against Shareholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

(e)No Filings, Consents, Conflict or Default; No Shareholder Vote.

(i)Neither the execution and delivery of this Agreement nor compliance by Shareholder with any of the terms or provisions hereof or thereof, does or will:

(1)conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Shareholder;

(2)contravene, conflict with or violate in any material respect any Law, judgment, writ or injunction of any Governmental Authority applicable to Shareholder or any of Shareholder’s properties or assets;

(3)other than as contemplated in this Agreement, violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination, cancellation or redemption, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon the Covered Shares, under, any of the terms, conditions or provisions of any Contract, including, any voting agreement, shareholders agreement, irrevocable proxy or voting trust, to which Shareholder is a party or by which Shareholder or any of its properties or assets may be bound;

(4)require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person or any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby, except for filings with the Securities and Exchange Commission (including the filing of any Schedules 13D or 13G or amendments to Schedules 13D or 13G (as applicable)) or stock exchange required disclosures as may be required in connection with this Agreement and the transactions contemplated hereby;

(5)constitute a violation of any Law applicable to Shareholder; or

(6)render any state takeover statute or similar statute or regulation applicable to the Merger, or any of the other Transactions.

(ii)No shareholder vote is required to approve (x) Shareholder’s execution and delivery of this Agreement or (y) the performance by Shareholder of any of its obligations hereunder.

(f)No Litigation.  On the date hereof, there is no suit, claim, action, investigation or proceeding pending that has been commenced by or against Shareholder or any order, judgment, ruling, subpoena or decree entered, issued, made or rendered by any Governmental Authority that could reasonably be expected to have the effect of preventing,

6

delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

(g)Receipt; Reliance.  Shareholder has received and reviewed a copy of the Merger Agreement and understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement and the representations, warranties and covenants contained herein.

5.02Representations and Warranties of Parent and Merger Sub.  Parent and Merger Sub, jointly and severally, represent and warrant to Shareholder, as of the date hereof and for so long as this Agreement remains in effect, as follows:

(a)Organization and Qualification.  Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey.

(b)Authority.  Each of Parent and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(c)Due Execution and Delivery.  This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Shareholder, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

ARTICLE 6.

MISCELLANEOUS

6.01Termination.  This Agreement will terminate (a) on the earliest to occur of (i) the Effective Time, (ii) the date the Merger Agreement is validly terminated in accordance with its terms. (iii) the date the Share Purchase Agreement is validly terminated in accordance with its terms, and (iv) the date that is thirty (30) days after a Company Adverse Recommendation Change if such Company Adverse Recommendation Change continues to exist and has not been superseded by a Company Recommendation with respect to any amended or modified Takeover Proposal from Parent, or (b) by the mutual consent of Shareholder, on the one hand, and Parent and Merger Sub, on the oth er hand.  Notwithstanding the preceding sentence, this Article 6 shall survive any termination of this Agreement.  Nothing in this Article 6 shall relieve or otherwise limit the Liability of any party for any breach of this Agreement.

6.02Action in Shareholder Capacity Only.  The parties acknowledge that this Agreement is entered into by Shareholder in its capacity as owner of the Covered Shares and that nothing in this Agreement shall in any way restrict or limit any director, officer or other Representative of the Company from taking any action in his or her capacity as a director, officer or other Representative of the Company that is necessary for him or her to comply with his or her duties as a director or officer of the Company, including, without limitation, participating in his

7

or her capacity as a director, officer or other Representative of the Company in any discussions or negotiations in accordance and compliance with Section 5.2 of the Merger Agreement.

6.03Expenses.  Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.

6.04Further Assurances.  Each party hereto will execute and deliver all such further documents and instruments and take all such further action as may be necessary or appropriate in order to consummate the transactions contemplated hereby.

6.05Publicity.  Shareholder shall consult with Parent and Merger Sub before issuing any press release or otherwise making any public statements with respect to this Agreement or the Merger Agreement or the other transactions contemplated hereby or thereby and shall not issue any such press release or make any such public statement before such consultation, except as may be required by Law or applicable stock exchange rules.

6.06Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided i n this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c)Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

6.07Injunction; Specific Performance.  The parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement by Shareholder. It is accordingly agreed that Parent and Merger Sub shall be entitled, in addition to any other remedy to which they are entitled at Law or in equity, to specific performance and, without the securing or posting of any bond, guarantee or other undertaking, injunctive or other equitable relief as a remedy for any such breach, and to enforce compliance with those covenants of Shareholder contained in this Agreement.  In any action for specific performance, Shareholder shall waive the defen se of adequacy of a remedy at Law.

8

6.08Amendments and Waivers.  Any provision of this Agreement may be (a) waived by the party hereto benefited by the provision, but only in writing, or (b) amended or modified at any time, but only by a written agreement by the parties hereto.

6.09Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements among the parties hereto with respect to such matters.

6.10Notices.  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (which is confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to Parent or Merger Sub, to:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention:  Eva Kalawski, General Counsel

Facsimile:  (310) 712-1863

with a copy (which shall not constitute notice) to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention:  Luke P. Iovine, III, Esq.

Facsimile:  (212) 230-7649

If to Shareholder, to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali Shah

Facsimile:  (212) 739-1094

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner

Facsimile:  (212) 310-8007

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the

9

place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

6.11Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Any facsimile or portable document format copies hereof or signature hereon shall, for all purposes, be deemed originals.

6.12Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto.  Any assignment in violation of the foregoing shall be null and void.  Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

6.13Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable ma nner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.14Third Party Beneficiaries.  This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6.15Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity will be cumulative and not alternative, and the exercise of any thereof by Parent or Merger Sub will not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or Merger Sub.

6.16Interpretation; Rules of Construction.

(a)The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  When a reference is made in this Agreement to an Article, Section, Exhibit or Annex, such reference is to an Article or Section of, or an Exhibit or Annex to, this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the wor ds “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this

10

Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

(b)The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[Signatures on following page]

11

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.

UTAH INTERMEDIATE HOLDING CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

UTAH MERGER CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

COMVERSE TECHNOLOGY, INC.
By:	/s/  Shefali Shah
	Name:	Shefali Shah
	Title:	SVP, General Counsel

[Signature page to Voting and Support Agreement]

EX-99.1 5 mm10-1110_8ke9901.htm EX.99.1 - PRESS RELEASE

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FOR ULTICOM:

Joe Hassett, Senior Vice President

Gregory FCA

877-217-3597

JoeH@GregoryFCA.com

Ulticom Inc. Agrees To Be Acquired By Affiliate of Platinum Equity

Ulticom Shareholders To Receive $8.07 Per Share

Mount Laurel, New Jersey – October 12, 2010 – Ulticom, Inc. (NASDAQ: ULCM) (“Ulticom” or “Company”) announced today that it has signed a definitive merger agreement with affiliates of Platinum Equity, LLC providing for the acquisition of Ulticom by an affiliate of Platinum Equity for merger consideration of $2.33 per share in cash, after payment of a special dividend in the amount of $5.74 per share in cash.  Shares held by Ulticom's controlling shareholder, Comverse Technology, Inc. ("Comverse") will be purchased by Platinum Equity’s affiliate pursuant to a separate share purchase agreement immediately prior to the closing of the merger.  Under the terms of the share purchase agreement, Comverse will receive up to $2.33 per share, with a portion of such amount to be deferred and at risk based on the Company’s financial performance post-closing.  The $8.07 per share to be received by shareholders represents approximately a 5% premium to the closing price of the Company's common stock on October 11, 2010 and approximately a 4% premium to the average closing price for the prior 30 days.

Under the terms of the definitive merger agreement, which was unanimously approved by Ulticom’s Board of Directors, Ulticom’s public shareholders will receive $2.33 per share in cash,

after payment of a special dividend by the Company of $5.74 per share.  The special dividend is subject to shareholder approval of the transaction and will be paid prior to the purchase of the Comverse shares and the merger, to shareholders of record at the close of business on November 24, 2010.  The Company anticipates that pursuant to NASD Rule 11140, the ex-dividend date will be the day after the dividend payment date. Accordingly, the stock will continue to trade with the right to receive the dividend after the record date.

The transaction is expected to close by the end of the Company’s fourth fiscal quarter of 2010 and is subject to customary closing conditions, regulatory approvals, approval by Ulticom's shareholders, including a majority of Ulticom shares that are not owned by Comverse, and payment of the special dividend.  The transaction is not conditioned on receipt of financing by the acquirer.  A special meeting of Company shareholders is currently scheduled for December 2, 2010 at 9 a.m. local time, to be held at the Enterprise Center at Burlington County College, 3331 Route 38, Mount Laurel, New Jersey 08054.  The Board of Directors of Ulticom has established a record date of the close of business on October 26, 2010 to determine shareholders entitled to vote at the special meeting.

 “After a careful and extensive review of our strategic alternatives, our Board of Directors has determined that the premium to the current market price provided by this transaction offers the best value for our stockholders,” said Shawn Osborne, Ulticom president and chief executive officer. “Furthermore, Platinum Equity’s financial resources and experience with communication and information technology companies will reinforce Ulticom’s ability to enhance our product portfolio and market position.”

2

“Ulticom has a solid reputation for quality and innovation, and is one of the premier providers of critical technology in wireless and broadband networks,” said Matt Young, Principal for Platinum Equity. “There is opportunity for growth as the demand for high-bandwidth services continues to evolve, and we’re eager to help Ulticom drive that growth.”

Morgan Keegan Technology Group acted as lead financial advisor to Ulticom and Duff & Phelps, LLC also provided a fairness opinion to Ulticom’s Board of Directors.  Weil, Gotshal & MangesLLP acted as legal counsel to Ulticom in the transaction and  Flaster/Greenberg P.C. acted as special New Jersey Counsel to Ulticom. Paul, Hastings, Janofsky & Walker LLP acted as legal counsel to Platinum Equity.

Additional information and where to find it

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when

3

available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions. Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010. Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.

About Ulticom, Inc.

Ulticom (www.ulticom.com) provides service essential signaling component and system solutions for wireless, wireline, and Internet communications. Ulticom's products are used by leading telecommunication equipment and service providers worldwide to deploy broadband mobile access, multimedia transport control, subscriber data management and enhanced communication services. Ulticom is headquartered in Mount Laurel, NJ with additional offices in the United States, Europe, and Asia.

About Platinum Equity

Platinum Equity (www.platinumequity.com) is a global M&A&O® firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers

4

in a broad range of business markets, including information technology, telecommunications, logistics, metals services, manufacturing and distribution. Since its founding in 1995 by Tom Gores, Platinum Equity has completed over 100 acquisitions with more than $27.5 billion in aggregate annual revenue at the time of acquisition.

Forward Looking Statements

Note:ThisPress Release contains “forward-looking statements” that involve risks and uncertainties, including statements relating to the Company’s future business performance and the proposed transactions with Platinum Equity.  Important factors that could cause actual results to differ materially include the timing of consummating the proposed transactions, the risk that a condition to closing of the proposed tr ansactions may not be satisfied and those  risks described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 20, 2010.  The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required by the federal securities laws.

5

EX-99.2 6 mm10-1110_8ke9902.htm EX.99.2 - LETTER TO EMPLOYEES

EXHIBIT 99.2

October 12, 2010

TO:	All Ulticom Employees
FROM:	Shawn Osborne
SUBJECT:	Acquisition of Ulticom

I am very pleased to announce that an affiliate of Platinum Equity, a California-based private equity firm, has signed a definitive agreement to acquire Ulticom and take the company private. A copy of the press release announcing this exciting news is attached.

This is a very exciting development that we believe will create significant opportunity for our company, employees and customers.

The transaction is subject to shareholder approval and customary closing conditions.  We expect the acquisition will be completed in 60 to 90 days.

Platinum is a global investment firm with a unique focus on business operations and a strong track record helping companies across many industries reach their full potential.  Platinum’s financial resources and operational expertise will open new doors and strengthen our ability to provide our customers with market leading products and services.

Platinum has deep roots in the software, information technology and telecommunications space.  The firm’s stewardship of companies like Altura, Matrix Business Technologies, CompuCom and Covad (now MegaPath) are just a few examples demonstrating Platinum’s commitment to helping organizations reach their potential by delivering world-class technology and communications solutions to a global customer base.

Ulticom’s immediate focus will remain on conducting business as usual. Our success over the years is in large part due to the hard work of our many dedicated employees.  You are the face of Ulticom to our customers, and these strong relationships as well as the innovative technologies for which you are responsible are the company’s most valuable assets.  Any change in ownership does not change the reality that our continued success and the opportunity for growth have always been dependent upon the ability of our employees to develop new products and meet the demands of our customers.

We know you will have questions, and we’ll try to answer them in as timely and forthright a manner as possible.  In an effort to keep you informed of current events and answer as many of your common questions as possible, we will be posting an FAQ page on the Ulticom SharePoint portal.  This FAQ page will be updated as the transaction is completed and a transition plan is developed.  However, if additional questions arise please direct them to Marie Berdini and we will work to provide an answer.

As always, thank you for your dedication, passion and expertise in making Ulticom an outstanding company.  Your management team is excited to work with you as we embark on this next chapter.

Where to find additional information

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the

stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions.  Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010.  Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by sec urity holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.

GRAPHIC 7 mm09-0910_logo.jpg begin 644 mm09-0910_logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#/\1?&#QMX M;\1:EH[76FW1LYFB\\V94N!WP&X^E=SXH\3^+O#_`,,M)\3)JEC+=R"-[F(V M7R.)=I4+\W&SD9_BSVKPWXE_\E(\1?\`7X_\A7LWQ*_Y(#I?_7&Q_P#05KOG M""Y++-_&`TZ]NK&"U@MVN95BM?FD`95V@EOEY?.?;WKA?B3X MH\7:?XMU30YO%-_<06S*JE-MON!0-R(P!_%CWQ6E^SU_R4*]_P"P7)_Z-BKG M/B]_R537_P#?C_\`1*5I&G!5W%+2P=#Z&TWQ/IGA3X6Z#JFL7#QP?8;=`0C. MSN8P0H`[G!Z_G5/X;_$:;Q_J6NXL4M;*R,/V?))D8/OY?MGY!P.F>]>8_$S0 M9Y/AKX3\0"_<6\>GVEH;+:=K,49M^DTG[(( MM^Q6;S=^_'W67IM/YUC[&#IN;>MPN>_?$&\\<6-M9W'@VSMKS#,+J*107'3: M5RPR.H..>14OP]U+Q)JFCW,WBC["E\L^Q8+5E)B7:#A]K,`QSG&&_A'XAUF:/*8L(Y4?;UVL#BOEOXM>/\` M5->\3ZCI,-S+!I-E,UNL$;$"9D)#,^/O9(.`>,8[U5\<^!KOX9W6BW5GJ!ZEXGN/&?P'O-5OIYTU?1[A+AWD=LSVADNO,D*"5`PPA(!)RQ''3UHCA;Q;D[6"Y]AQRQRJ3&ZN M`<$J>W& M<@]B`12>)=(U7PCXKN;&]NPVJ6K+(;F"5B2Q4,&#'!SR/>K^IZVY@N?9TMU; MP,%FGCC)&0'<#^=%&[+Q;H.C:QJ;2F\N-/@>1HRH#,4!)Y![FBN2RZL9 MX-\9?#-_I'CO4=1EMI/[/U"030W`4["2HW*3T!!!X],5-XG^*EMX@^&FF^%T MT^2*Z@6%9YV=2A$0P"F.>2!UQCWKZD>-)$*2(K*>H89!JFFBZ5'+YJ:99+)U MWK`H/YXKI6)5HJ2V%8\1_9^\,W]OJ.H>([JWD@M'MOLUNTJE?-RP9F&>H&T# M/O[5YU\3;N#5_B-K=]IT@NK621-DT7S*V(U4X/?D$?A7V`````!@=!2".,#` M10/3%*.):J.;06/$/%Z?\)%^SWI#:0?MO]GK;&Y6'YC'LCVN".N5W#/H.:\_ M^&'Q&M_A_-JK7%@]XMZD>!'(%963=CKV.\^_%?6"JJC"J`/854&DZ:MQ]H73 M[43]?,$*[OSQFE&O%1<9+1A8\#^-^M1ZWHWA(X6._DMS=SV:DLT`D1"`W'L1 M^%7/A'86?B/X8^)/"DERD5]17L>B_ M'6;Q+K^E:/IWA_R9KNY2.:26?S!&A/SD!0">,\GBO8KBUM[N/R[F"*9/[LB! MA^1IEM86=DNVTM((!Z11A?Y552O&IK*.H6/E?XL^"]0\.^+]0OC;R-I=_.]Q M%Z` M_@WX`W]EJ[K;ZMK-S%/':,?G`5X_EQZA5)/IG%9OP+OK72O%NJR:A.ELC:7( MP:7Y00K*[=?103]`:^FF17QN4''3(Z4&-#U13VZ5/UAN+BUN%CXQ\*7$5CXX MTB_NF,-I%J$^,G^D_%'5I8`98WBMV5D&0084P>*^L/+3 M&-BX],4>6F<[%S]*OZW[_-8+'._#^_M=0\`Z&]I.DRQ64,,FT_ -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

EXHIBIT 10.1

This SHARE PURCHASE AGREEMENT, dated as of October 12, 2010 (this “Agreement”), is entered into by and among COMVERSE TECHNOLOGY, INC., a New York corporation (“Shareholder”), UTAH INTERMEDIATE HOLDING CORPORATION, a Delaware corporation (“Parent”) and UTAH MERGER CORPORATION, a New Jersey corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).

PRELIMINARY STATEMENT

Certain capitalized terms used herein are defined in Article I of this Agreement.

Shareholder is a shareholder of Ulticom, Inc., a New Jersey corporation (the “Company”).

Parent, Merger Sub and the Company propose to enter into, simultaneously herewith, an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company, and the Company will be the surviving entity in accordance with the NJBCA (the “Merger”).

As of the date hereof, Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) and record owner of 7,386,669 shares of common stock (the “Common Stock”), no par value, of the Company (the “Shares”, and together with any other shares of capital stock of the Company acquired by Shareholder after the date hereof and during the term of this Agreement, including through exercise of any warrants or any other convertible or exchange securities or similar instruments, the “Subject Shares”), which Shares constitute sixty-six percent (66%) of all issued and o utstanding capital stock of the Company as of the date hereof.

As a condition of and material inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, (a) Parent and Merger Sub have required that Shareholder agree, and Shareholder has agreed, to sell the Subject Shares to Parent for the consideration and pursuant to the terms and conditions set forth in this Agreement and (b) Parent, Merger Sub and Shareholder have entered into a Voting and Support Agreement, dated as of the date hereof (the “Voting Agreement”), pursuant to which, among other things, the Shareholder has agreed to vote the Subject Shares in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in each case on the terms set forth in the Voting Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of these premises, the representations and warranties and the mutual covenants and agreements contained herein and other good, valuable and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

Definitions

For purposes of this Agreement, the following terms and variations thereof shall have the meanings specified or referred to in this Article I:

“24-Month Revenue” has the meaning given such term in Section 2.4(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.  For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise.

“Aggregate Value Received” means, with respect to an applicable Triggering Transaction:

(a)the aggregate amount of consideration per share of Common Stock directly or indirectly received or to be received by Shareholder in respect of such applicable Triggering Transaction (including the proceeds from any asset sales or other capital transactions that may be distributed to shareholders of the Company via dividend or otherwise in connection with such applicable Triggering Transaction, which shall not be deemed to include any dividends in respect of cash of the Company not derived from the applicable Triggering Transaction), plus

(b)the aggregate amount per share of Common Stock of any and all dividends or distributions declared and paid or payable to shareholders of the Company from and after the date hereof  in excess of $64 million in the aggregate in respect of the Common Stock, not including any dividends or distributions contemplated by clause (a) above;

in each case, (i) determined on an aggregate basis in respect of all Subject Shares existing as of the date of termination of this Agreement and (ii) assuming all Subject Shares existing as of the date of termination of this Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of).  For purposes of this definition and the definition of Shareholder Termination Fee, the term “amount of consideration” means the sum of the amount of cash plus the fair market value of any non-cash, deferred or contingent consideration (with any consideration paid in the form of securities being valued based on the average of the last sales prices for such securities on the five trading days ending one trading day prior to the date of the consummation of the a pplicable Triggering Transaction or if such consideration includes deferred or contingent consideration or if securities do not have an existing public trading market or non-cash consideration consists of property other than securities, the value of such securities, other property, non-cash, deferred or contingent consideration shall be the fair market value on the day prior to the consummation of the applicable Triggering Transaction as mutually agreed by Parent and Shareholder).

“Agreement” has the meaning given such term in the preamble hereto.

“Bankruptcy and Equity Exception” has the meaning given such term in Section 3.2(a).

2

“Cash Purchase Price” has the meaning given such term in Section 2.2(a).

“Closing” has the meaning given such term in Section 2.3.

“Closing Date” has the meaning given such term in Section 2.3.

“Common Stock” has the meaning given such term in the preliminary statement hereto.

“Company” has the meaning given such term in the preamble hereto.

“Company Termination Fee” has the meaning given such term in the Merger Agreement.

“Conclusive Earn-Out Income Statement” has the meaning given such term in Section 2.4(e).

“Contract” means any written, oral or other agreement, obligation, contract, subcontract, lease, license, permit, franchise, certificate, approval, authorization, understanding, instrument, note, bond, mortgage, indenture, deed of trust, warranty, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, whether express or implied.

“Disputed Items” has the meaning given such term in Section 2.4(c).

“Earn-Out Cash Payment” has the meaning given such term in Section 2.2(c).

“Earn-Out Income Statement” has the meaning given such term in Section 2.4(a).

“Enterprise Value” means, with respect to an applicable Triggering Transaction, the amount equal to the quotient of (a) the sum of (i) $12 million and (ii) solely to the extent that the Triggering Transaction is a merger or other sale of shares of capital stock of the Company, the lower of (x) the amount of Net Cash at the time of the execution and delivery of a definitive agreement in respect of such Triggering Transaction and (y) the amount of Net Cash at the time of the consummation of such Triggering Transaction, and (b) the number of shares of Common Stock outstanding on a fully-diluted basis at the time of consummation of such Triggering Transaction (assuming all Subject Shares existing as of the date of termination of t his Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of)).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Expense Reimbursement” has the meaning given such term in the Merger Agreement.

“GAAP” means generally accepted accounting practices in the United States.

3

“Governmental Authority” means any government, court, regulatory, tax or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational.

“Liens” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, claim, charge, security interest, title retention device, collateral assignment, adverse claim, restriction or other encumbrance of any kind in respect of such asset (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction or limitation on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Legal Requirement” means any national, federal, state, local, municipal, cantonal, foreign, international, multinational or other administrative order, decree, constitution, law, rule, code, ordinance, principle of common law, regulation, statute or treaty or any rule or policy of any securities exchange or the National Association of Securities Dealers.

“Merger” has the meaning given such term in the preliminary statement hereto.

“Merger Agreement” has the meaning given such term in the preliminary statement hereto.

“Merger Sub” has the meaning given such term in the preliminary statement hereto.

“Net Cash” means, as of any applicable date, the amount, if any, by which the Company’s aggregate cash, cash equivalents, short-term investments and bank deposits exceeds the sum of (a) the amount of the Company’s indebtedness (which shall include, among other things, the aggregate amount of outstanding checks) as of such date, determined in accordance with GAAP, consistently applied, plus (b) the aggregate amount of any income tax receivables of the Company as of such date.

“Neutral Arbitrator” has the meaning given such term in Section 2.4(d).

“NJBCA” means the New Jersey Business Corporation Act, as amended.

“Notes” has the meaning given such term in Section 2.2(c).

“Order” means any award, decision, injunction (preliminary or permanent), temporary restraining order, judgment, order, ruling, decree, subpoena or verdict entered, issued, made or rendered by any domestic or foreign court, administrative agency or other Governmental Authority or by any arbitrator.

“Parent” has the meaning given such term in the preamble hereto.

“Parent Material Adverse Effect” has the meaning given such term in Section 4.2(b).

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.

4

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Purchase Price” has the meaning given such term in Section 2.2.

“Resolution Period” has the meaning given such term in Section 2.4(c).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

“Shares” has the meaning given such term in the preliminary statement hereto.

“Shareholder” has the meaning given such term in the preamble hereto.

“Shareholder Material Adverse Effect” has the meaning given such term in Section 3.2(b).

“Shareholder Termination Fee” means, in respect of a Triggering Transaction, the greater of:

(a)thirty percent (30%) of the difference between (i) the Aggregate Value Received, less (ii) the Enterprise Value attributable, or directly or indirectly relating, to the Subject Shares (assuming all Subject Shares existing as of the date of termination of this Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of)), determined and paid on an aggregate basis in respect of all such Subject Shares; and

(b)thirty percent (30%) of any and all amounts that Shareholder receives or is to receive (assuming all Subject Shares existing as of the date of termination of this Agreement are issued and outstanding as of the applicable measurement date (and have not been sold, transferred or otherwise disposed of)), directly or indirectly, in the form of consideration of any kind, dividends, distributions or other payments in excess of $55,610,419 in the aggregate;

provided, however, that the aggregate Shareholder Termination Fee shall in no event exceed $1.2 million.

“Subject Shares” has the meaning given such term in the preliminary statement hereto.

“Subsidiary” when used with respect to any party, means any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the equity and more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.

“Superior Proposal” has the meaning given such term in the Merger Agreement.

5

“Surviving Corporation” has the meaning given such term in the Merger Agreement.

“Takeover Proposal” has the meaning given such term in the Merger Agreement, except that all references therein to 20% shall be deemed to be references to 50%.

“Transfer” has the meaning given such term in Section 5.2.

“Triggering Transaction” means any applicable Takeover Proposal, or series of related transactions that together constitute a Takeover Proposal.

“Voting Agreement” has the meaning given such term in the preliminary statement hereto.

Article II.

Purchase and Sale of Subject Shares; Purchase Price; Closing

2.1Purchase and Sale of Subject Shares.  Subject to the terms and conditions of this Agreement, at the Closing, Shareholder will sell, assign, transfer and deliver to Parent, and Parent will purchase and accept from Shareholder, all of Shareholder’s rights, title and interest in and to the Subject Shares.

2.2Purchase Price.  The total consideration to be paid or issued by Parent to Shareholder for the Subject Shares (collectively, the “Purchase Price”) shall consist of:

(a)an amount in cash equal to $13,210,939 (the “Cash Purchase Price”), payable by Parent to Shareholder as contemplated by Section 2.3(a);

(b)the issuance by Merger Sub of a promissory note to Shareholder in substantially the form attached hereto as Exhibit A in a principal amount equal to $1,400,000, payable by Merger Sub or the Surviving Corporation to Shareholder on the date that is the fourteen (14) month anniversary date of the Closing Date; and

(c)the issuance by Merger Sub of a promissory note to Shareholder in substantially the form attached hereto as Exhibit B in a principal amount equal to $2,600,000, which amount shall be adjusted to the extent required by Section 2.4 (as so adjusted, the “Earn-Out Cash Payment”), payable by Merger Sub or the Surviving Corporation to Shareholder as contemplated by Section 2.4 (together with the promissory note referenced in Section 2.2(b), the “Notes”).

2.3Closing.  The closing of the purchase and sale of the Subject Shares (the “Closing”) shall take place (i) at 10:00 a.m. (New York City time) on a date to be specified by the parties hereto, which date shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), and (ii) immediately prior to the closing of the Merger, at the offices of Paul, Hastings, Jan ofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “Closing Date”).  At the Closing:

6

(a)Parent shall pay the Cash Purchase Price by wire transfer in immediately available funds to an account designated by Shareholder in writing no less than two business days prior to the Closing;

(b)Shareholder shall deliver to Parent one or more certificates representing the Subject Shares, with all necessary stock transfer stamps (to the extend they are required) affixed thereto, duly endorsed in blank or accompanied by stock transfer power duly endorsed in blank and such other documents as may be necessary to effect the transfer of the Subject Shares to Parent free and clear of all Liens;

(c)Merger Sub shall deliver to Shareholder each of the Notes, duly executed by Merger Sub;

(d)Shareholder shall deliver to Parent the certificate contemplated by Section 6.2;

(e)Parent shall deliver to Shareholder the certificate contemplated by Section 6.3;

(f)Parent shall deliver to Shareholder evidence of the wire transfer referenced in Section 2.3(a); and

(g)Parent shall deliver to Shareholder a receipt for the Subject Shares.

2.4Post-Closing Adjustment to Earn-Out Cash Payment.

(a)Within thirty (30) business days following the date that is the twenty-four (24) month anniversary date of the Closing Date, Parent shall (or shall cause the Surviving Corporation to) prepare and deliver to Shareholder an unaudited, consolidated income statement with respect to the twenty-four (24) month period beginning on the first day of the first month following the Closing Date and ending on the last day of the twenty-fourth (24th) month following the Closing Date (the “Earn-Out Income Statement”) setting forth in reasonable detail the consolidated revenue (excluding the impact from vendor-specific objective evidence accounting adjustmen ts required by accounting rule SOP 97-2) of the business of the Company that is conducted by the Surviving Corporation for such period (the “24-Month Revenue”), determined in accordance with GAAP, consistently applied, utilizing the same accounting methods, policies, principles, practices and procedures as utilized as immediately prior to the Closing (and not taking into account any changes thereto required or permitted as a result of the transactions contemplated by this Agreement).

(b)If the 24-Month Revenue is:

(i)seventy-five million dollars ($75,000,000) or more, then there shall be no adjustment to the Earn-Out Cash Payment and the Earn-Out Cash Payment shall be paid in cash to Shareholder concurrent with the delivery of the Earn-Out Income Statement; or

7

(ii)less than seventy-five million dollars ($75,000,000), then the Earn-Out Cash Payment shall be decreased by an amount equal to forty percent (40%) of the amount of the difference between (x) seventy-five million dollars ($75,000,000) and (y) the 24-Month Revenue, and such decreased Earn-Out Cash Payment shall be paid in cash to Shareholder concurrent with the delivery of the Earn-Out Income Statement.

(c)During the thirty (30) days following Shareholder’s receipt of the Earn-Out Income Statement, Shareholder and its representatives shall be permitted to review the Surviving Corporation’s working papers (together with a reconciliation to any related audit periods) and a copy of any audit of the Surviving Corporation received for the periods set forth in the Earn-Out Income Statement, and make written inquiries directly relating to the preparation of the Earn-Out Income Statement and the calculation of the 24-Month Revenue.  Shareholder shall have thirty (30) days following receipt of the Earn-Out Income Statement delivered pursuant to Section 2.4(a) during which to notify Parent of any dispute of any it em contained therein, which notice shall set forth in detail the basis for such dispute.  Unless Shareholder delivers such written notice to Parent of dispute thereof on or prior to the thirtieth (30th) day after Shareholder’s receipt of the Earn-Out Income Statement, Shareholder will be deemed to have accepted and agreed to the Earn-Out Income Statement and such statement (and the specific calculations and methods used therein) will be final, conclusive and binding on the parties hereto.  If Shareholder notifies Parent in writing of disputed items contained in the Earn-Out Income Statement (or specific calculations or methods used therein) within such thirty (30)-day period, then for fifteen (15) days following delivery of such notice by Shareholder to Parent (the “Resolution Period”), Parent and Shareholder shall attempt in good faith to resolve their differences with respect to the disputed it ems (the “Disputed Items”).  Any resolution by Parent and Shareholder during the Resolution Period as to any Disputed Item shall be set forth in a writing executed by Parent and Shareholder and will be final, conclusive and binding on all of the parties hereto.

(d)If Parent and Shareholder do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted within five (5) days after the expiration of the Resolution Period to a national independent accounting firm (other than a “big four” accounting firm) or professional services firm mutually acceptable to Parent and Shareholder (the “Neutral Arbitrator”).  The Neutral Arbitrator shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period.  In resolving such Disputed Items, the Neutral Arbit rator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party upon presentment to the Neutral Arbitrator.  Parent and Shareholder shall give, or cause to be given to, the Neutral Arbitrator reasonable access to all records, facilities, representatives of the parties hereto, and personnel of such party and the Company as reasonably necessary to perform its function as arbitrator of the Disputed Items.  In the event Parent or the Surviving Corporation, on the one hand, or Shareholder, on the other hand, shall participate in teleconferences or meetings with, or make presentations to, the Neutral Arbitrator, the other party shall be entitled to participate in such teleconferences, meetings or presentations.  Parent and Shareholder shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Parent and Shareholder a written determination (such determination to include a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items

8

submitted to the Neutral Arbitrator within thirty (30) days of its engagement to review such Disputed Items, which determination will be final, conclusive and binding on the parties hereto and upon which judgment may be entered.  All fees and expenses of the Neutral Arbitrator shall be borne by Parent or the Surviving Corporation, on the one hand, and Shareholder, on the other hand, based on the relative success of the parties prevailing on their respective positions in respect of the amount of the Earn-Out Cash Payment.

(e)The final, conclusive and binding Earn-Out Income Statement based either upon agreement or deemed agreement by Parent and Shareholder or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.4, will be the “Conclusive Earn-Out Income Statement.”  Upon a determination, if any, of any adjustment amount to be paid in respect of the Earn-Out Cash Payment adjustment pursuant to the Conclusive Earn-Out Income Statement in accordance with the foregoing, the Earn-Out Cash Payment as previously paid pursuant to this Section 2.4 shall be increased (but in no event may the Earn-Out Cash Payment exceed $2,600,000) by the amount of such adjustment, if applicable, and Parent shall, within three (3) business days of such determination, pay to Shareholder by wire transfer of immediately available funds to an account designated by Shareholder in writing, an amount in cash equal to such net adjustment amount.

(f)If Parent fails to promptly pay any amounts due and payable pursuant to Section 2.2(b) or (c) and Shareholder commences legal proceedings to obtain payment, Parent shall indemnify Shareholder for its fees and expenses (including attorneys fees and expenses) incurred in connection with such legal proceedings and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date such amounts were payable hereunder.

Article III.

Representations and Warranties of Shareholder

Shareholder represents and warrants to Parent and Merger Sub as follows:

3.1Good Standing and Corporate Power.  Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

3.2Authority; Non-Contravention.

(a)The execution, delivery and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors and no other action on the part of Shareholder or its shareholders is necessary to authorize the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of Shareholder,

9

enforceable against Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b)Neither the execution and delivery of this Agreement and each other agreement contemplated to be executed and delivered herein by Shareholder in connection herewith, nor the consummation by Shareholder of the transactions contemplated hereby or thereby, nor compliance by Shareholder with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Shareholder, or (ii) assuming that the authorizations, consents and approvals of Governmental Authorities referred to in Section 3.3 are obtained and the filings referred to in Section 3.3 are made, (x) violate, conflict with or contravene in any material resp ect any Legal Requirement, judgment, writ or injunction of any Governmental Authority applicable to Shareholder, (y) violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination, cancellation or redemption, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon the Subject Shares, under, any of the terms, conditions or provisions of any Contract to which Shareholder is a party or by which Shareholder or any of its properties or assets may be bound, or (z) require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby; except, in the case of clauses (x) and (y) above, for such violations, contraventions, conflicts, defaults, term inations, cancellations, redemptions, accelerations, losses and Liens as, individually and in the aggregate, would not reasonably be expected to materially delay or impair Shareholder’s ability to perform its obligations hereunder or thereunder or prevent or materially delay consummation of the transactions contemplated hereby and thereby (a “Shareholder Material Adverse Effect”).

3.3Governmental Approvals.  Except for any filings or compliance actions set forth on Exhibit 3.3 attached hereto, no action by or in respect of, and no consents or approvals of, or filings, permits, authorizations, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby.

3.4Title to Shares.  Shareholder is the record and beneficial owner of the Subject Shares, free and clear of any Liens, the Subject Shares represent all of the shares of capital stock of the Company beneficially owned by Shareholder.  There are no outstanding agreements, options, shares of capital stock of the Company subject to vesting or other rights to acquire from Shareholder, or obligations of Shareholder to sell or to dispose of, any shares of capital stock or other equity securities of the Company.  At the Closing, Shareholder will transfer good and valid title to the Subject Shares free and clear of any Liens.

3.5Proceedings; Orders.

10

(a)On the date hereof, there is no pending Proceeding that has been commenced by or against Shareholder that challenges, or that could have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

(b)On the date hereof, there is no Order to which Shareholder, or any of the assets owned by Shareholder, is subject that has the effect or reasonably would be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

3.6Brokers.  Except for Duff & Phelps, LLC and Revolution Partners, a division of Morgan Keegan & Company, Inc., the fees and expenses of which will be paid by the Company, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Shareholder.

3.7No Other Parent or Merger Sub Representations or Warranties.  Shareholder acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in Article IV, none of Parent, Merger Sub or any of their Subsidiaries, or any of their respective shareholders, directors, officers, members, managers, employees, Affiliates, advisors, agents or representatives or any other Person has made or is making any express or implied representation or warranty with respect to Parent, Merger Sub or any of their Subsidiaries or their respective businesses, operations, assets, liabilities or condition (financial or otherwise) and any such o ther representations or warranties are hereby disclaimed.

Article IV.

Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub jointly and severally represent and warrant to Shareholder as follows:

4.1Good Standing and Corporate Power.  Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware  and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey.  Each of Parent and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and de liver, and perform its obligations under the Notes and to consummate the transactions contemplated thereby.

4.2Authority; Non-Contravention.

(a)The execution, delivery and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this

11

Agreement and the consummation by Parent of the transactions contemplated hereby.  The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of the transactions contemplated hereby and thereby.  This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Shareholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.  Each of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with their terms, subject to the Bankruptcy and Equity Exception.

(b)Neither the execution and delivery of this Agreement and each other agreement contemplated to be executed and delivered herein by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Parent or Merger Sub, or (ii) assuming that the authorizations, consents and approvals of Governmental Authorities referred to in Section 3.3 and Section 4.3 are obtained and the filings referred to in Section 3.3 and Section 4.3 are made, (x) violate, conf lict with or contravene in any material respect any Legal Requirement, judgment, writ or injunction of any Governmental Authority applicable to Parent or Merger Sub, or (y) violate, conflict with or constitute a default under any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party, except, in the case of clause (y) above, for such violations or defaults as would not reasonably be expected to materially delay or impair Parent’s or Merger Sub’s ability to perform its obligations hereunder or thereunder or prevent or materially delay consummation of the transactions contemplated hereby and thereby (a “Parent Material Adverse Effect”).

4.3Governmental Approvals.  Assuming the accuracy of the representations and warranties set forth in Section 3.3, except for any filings or compliance actions set forth on Exhibit 4.3 attached hereto, no action by or in respect of, and no consents or approvals of, or filings, permits, authorizations, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by Parent or Merger Sub and the consummation by Parent or Merger Sub of the transactions contemplated hereby.

4.4Legal Proceedings; Orders.

(a)There is no pending Proceeding that has been commenced by or against Parent or Merger Sub that challenges, or that is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

12

(b)There is no Order to which Parent or Merger Sub, or any of the assets owned by Parent or Merger Sub, is subject that has the effect or reasonably would be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated pursuant to this Agreement.

4.5Brokers and Other Advisors.  No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent or Merger Sub in connection with Parent and Merger Sub entering into this Agreement.

4.6Exclusivity of Representations and Warranties.  Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties made by Shareholder in Article III and in the Voting Agreement and the representations and warranties made by the Company in the Merger Agreement and any document or certificate delivered by the Company in connection with the Merger Agreement and the closing of the transactions contemplated thereby, neither Shareholder nor any of its Subsidiaries, or any of their respective shareholders, directors, officers, members, managers, employees, Affiliates, advisors, agents or representatives or any other Person has made or is making any express or implied representation or warranty with respect to Shareholder or any of its Subsidiaries or their respective businesses, operations, assets, liabilities or condition (financial or otherwise) and any such other representations or warranties are hereby disclaimed.

Article V.

Additional Agreements

5.1Further Assurances.  The parties hereto shall use reasonable best efforts (a) to cause the conditions set forth in Article VI to be satisfied as soon as practicable, and (b) to take, or cause to be taken, all actions, and to assist and cooperate with each other in doing all things, necessary, proper or advisable to consummate and make effective in the most expeditious manner practicable, the transactions contemplated hereby, including (i) obtaining all permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the transactions contemplated hereby, (ii) taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) obtaining all necessary consents from third parties, (iv) subject to applicable Legal Requirements relating to the exchange of information, promptly furnishing to Parent, Merger Sub, their counsel, financial advisors, auditors and other representatives (including Persons providing financing to Parent and Merger Sub in connection with the transactions contemplated hereby and their representatives) such information concerning the Subject Shares as they may reasonably request, and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby to fully carry out the purposes of this Agreement.

5.2Transfer Restrictions; No Acquisition of Company Capital Stock.  Unless and until this Agreement is terminated in accordance with its terms, except pursuant to the transactions contemplated hereby, Shareholder agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (collectively,

13

“Transfer”), (ii) enter into any Contract with respect to the Transfer of, the Subject Shares, any interest contained therein or rights related thereto or (iii) cause or permit any Lien to attach to or otherwise affect the Subject Shares.  Shareholder agrees not to acquire any shares of capital stock of the Company or any capital stock or other securities exchangeable or convertible into shares of capital stock of the Company, including through the exercise of any warrants or other convertible or exchangeable securities or similar instruments, except for dividends or other distributions made in respect of the capital stock of the Company.

5.3Public Announcements.  The initial press, if any, release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent, Merger Sub and Shareholder.  Thereafter, each of Shareholder, on the one hand, and Merger Sub and Parent, on the other hand, shall consult with the other Person(s) prior to the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement and the transactions contemplated hereby (which shall not be deemed to include the Merger), except any public statement or pres s release as may be required by Legal Requirement (including the filing by Shareholder of current reports on form 8-K or other reports required by the federal securities laws) or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the party hereto proposing to make such public statement or release.

5.4Release.  In consideration for the Purchase Price and the Subject Shares, as applicable, as of and following the Closing Date, (a) Shareholder knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to sue Parent, Merger Sub and the Surviving Corporation from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such Shareholder has or may have, now or in the future, arising out of, relati ng to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date and (b) each of Parent and Merger Sub knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to, and shall cause the Surviving Corporation not to, sue Shareholder from or for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that Parent, Merger Sub or the Surviving Corporation  has or may have, now or in the future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date; provided, however, that the foregoing release shall not apply to any claims arising out of this Agreement.  The Surviving Corporation shall be an express third-party beneficiary of this Section 5.4, entitled to enforce the provisions hereof as if a party hereto.

5.5Control Prior to Merger.  Prior to the Effective Time (as defined in the Merger Agreement) of the Merger, Parent shall not, and shall cause Merger Sub not to, change the management or board of directors of the Company or otherwise exercise control over the Company.

14

5.6Distributions.  Until all amounts outstanding under each of the Notes have been paid in full, Parent shall not, and shall cause the Surviving Corporation not to, make (i) any payment of a dividend or other distribution on account of any shares of any class of equity interest of the Surviving Corporation now or hereafter outstanding, except to the extent payable solely in additional equity interests of Surviving Corporation, or (ii) any redemption, retirement, purchase or acquisition for value of any class of equity interests of the Surviving Corporation now or hereafter outstanding; provided, however, that notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to make and effect the dividend, distribution and any and all other equity-related payments described in clauses (i) and (ii) above prior to the payment in full of all amounts outstanding under each of the Notes if, immediately following the payment of any such dividend, distribution or other equity-related payment the Surviving Corporation shall have working capital in an amount not less than the sum of (a) $2,000,000 and (b) all principal amounts then outstanding under the Notes.

Article VI.

Conditions

6.1Conditions Precedent to Each Party’s Obligation to Close.  The respective obligations of each party hereto to effect the transactions contemplated hereby and to take the actions required to be taken by such parties hereto at the Closing is subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements), at or prior to the Closing, of the following conditions:

(a)Satisfaction of Merger Conditions.  Each of the conditions set forth in Sections 6.1 (excluding Section 6.1(d)), 6.2 and 6.3 of the Merger Agreement shall have been satisfied or, to the extent permitted under applicable Legal Requirements, waived by the party entitled to the benefit thereof, on or prior to the Closing Date (except for an such conditions that, pursuant to the terms of the Merger Agreement, are to be satisfied by virtue of the consummation of the Merger); provided, however, for purposes of this Section 6.1(a) that no waiver shall be given effect hereunder unless a corresponding waiver shall have been given under the Merger Agreement.

(b)No Restraints.  No Legal Requirement or Order enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority of competent jurisdiction located in the United States, or in a jurisdiction outside of the United States in which the Company, Parent or any of their respective Subsidiaries or Shareholder engages in material business activities, shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated hereby or making the consummation of the transactions contemplated hereby illegal.

6.2Conditions Precedent to Parent’s Obligation to Close.  Parent’s obligation to purchase the Subject Shares and to take the other actions required to be taken by Parent at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Parent, in whole or in part):

(a)Accuracy of Representations.  (i) The representations and warranties of Shareholder contained in Section 3.4 shall have been true and correct in all respects

15

as of the date hereof and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date) and (ii) all other representations and warranties of Shareholder contained in Article 3 shall have been true and correct as of the date hereof and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date), except for de minimis inaccuracies that, individually and in the aggregate, would not have or reasonably be expected to have a Shareholder Material Adverse Effect.

(b)Shareholder’s Performance.  All of the covenants and obligations that Shareholder is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered individually and in the aggregate), shall have been duly performed and complied with in all material respects.

(c)Certificate.  Parent shall have received a certificate from an authorized officer of Shareholder certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

(d)Governmental Approvals. Shareholder shall have obtained the consents set forth on Exhibit 3.3.

6.3Conditions Precedent to Shareholder’s Obligation to Close.  Shareholder’s obligation to sell the Subject Shares and to take the other actions required to be taken by Shareholder at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Shareholder, in whole or in part):

(a)Accuracy of Representations.  The representations and warranties of Parent contained in Article IV shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date).

(b)Parent’s Performance.  All of the covenants and obligations that Parent is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered individually and in the aggregate), shall have been duly performed and complied with in all material respects.

(c)Certificate.  Shareholder shall have received a certificate from an authorized officer of Parent certifying that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.

(d)Governmental Approvals. Shareholder shall have obtained the consents set forth on Exhibit 3.3.

6.4Frustration of Closing Conditions.  Parent and Shareholder may not rely on the failure of any condition set forth in Sections 6.1, 6.2, or 6.3, as the case may be, if such failure was caused by such party’s failure to comply with any provision of this Agreement.

16

Article VII.

Termination

7.1Termination.  This Agreement may be terminated and cease to have any force or effect at any time prior to the Closing:

(a)automatically upon the valid termination of the Merger Agreement in accordance with its terms;

(b)by the written agreement of Parent and Shareholder;

(c)by Parent, (i) if any of Shareholder’s representations and warranties contained in this Agreement shall have been inaccurate such that the condition to closing described in Section 6.2(a) would not be satisfied, or (ii) if any of Shareholder’s covenants contained in this Agreement shall have been breached such that the condition to closing described in Section 6.2(b) would not be satisfied; provided, however, that with respect to inaccuracies in Shareholder’s representations and warranties or breaches of a covenant by Shareholder that are curable by Shareholder, Parent may only terminate this Agreement under this Section 7.1(c) if Shareholder fails to cur e such curable inaccuracy or breach within ten (10) business days after receiving written notice from Parent of such curable inaccuracy or breach;

(d)by Shareholder, (i) if any of Parent’s representations and warranties contained in this Agreement shall have been inaccurate such that the condition to closing described in Section 6.3(a) would not be satisfied, or (ii) if any of Parent’s covenants contained in this Agreement shall have been breached such that the condition to closing described in Section 6.3(b) would not be satisfied; provided, however, that with respect to inaccuracies in Parent’s representations and warranties or breaches of a covenant by Parent that are curable by Parent, Shareholder may only terminate this Agreement under this Section 7.1(d) if Parent fails to cure such curable inacc uracy or breach within ten (10) business days after receiving written notice from Shareholder of such curable inaccuracy or breach;

(e)by either Parent or Shareholder, if there shall be any Legal Requirement enacted or applicable that makes consummation of the transactions contemplated hereby illegal, or if any Order by any Governmental Authority of competent jurisdiction preventing or prohibiting consummation of the transactions contemplated hereby shall have become final and nonappealable; or

(f)by Parent if Shareholder shall have breached in any material respect the Voting Agreement.

7.2Effect of Termination.  In the event of the termination of this Agreement as provided in Section 7.1, written notice thereof shall be given to the other party, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void; provided, however, that this Section 7.2, Section 7.3 and Article VIII shall survive the termination of this Agreement and shall remain in full force and effect and there shall be no liability on the party of any party hereto except (i) as provided in Sect ion 7.3 and (ii) nothing shall relieve any party from liability for fraud or willful breach of this Agreement.

17

7.3Termination Fees.

(a)If this Agreement is terminated pursuant to Section 7.1(a) as a result of:

(i)the valid termination of the Merger Agreement pursuant to Section 7.1(b)(iii) of the Merger Agreement, then:

(1)concurrent with such termination, Shareholder shall pay to Parent (x) $1,000,000 less (y) the amount of the Expense Reimbursement which the Company is obligated to reimburse and pay to Parent pursuant to Section 7.3(b) of the Merger Agreement (it being understood and agreed that Parent first shall submit to the Company for payment (to the extent contemplated by the Merger Agreement) any and all claims for reimbursement which it is entitled to submit for payment pursuant to such Section 7.3(b) but such submission shall in no way effect, or relieve Shareholder of, Shareholder’s obligations hereunder); and

(2)if a Takeover Proposal has been made and publicly announced before the Merger Agreement has been voted on by the shareholders of the Company, and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months of the date of termination of the Merger Agreement, then, concurrent with the closing of any such transaction Shareholder shall pay or deliver to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above.  Any amount payable pursuant to this Section 7.3(a)(i)(2) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent p ursuant to the Merger Agreement.

(ii)the termination of the Merger Agreement pursuant to Section 7.1(d)(ii) of the Merger Agreement due to an intentional breach by the Company and, prior to any such termination, a Takeover Proposal has been made, then concurrent with the closing of the transaction relating to such Takeover Proposal, Shareholder shall pay to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above; provided, that such closing occurs within 12 months following the termination of the Merger Agreement; and provided, further, that any amount payable pursuant to this Section 7.3(a)(ii) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement; and

(iii)the termination of the Merger Agreement pursuant to Sections 7.1(c)(i) or 7.1(d)(i) of the Merger Agreement, then, concurrent with the closing of a transaction relating to any Takeover Proposal, Shareholder shall pay to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above; provided, that such the closing of such transaction occurs within 12 months following the termination of the Merger Agreement; and provided, further, that any amo unt payable pursuant to this Section 7.3(a)(iii) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement.

(b)Shareholder acknowledges that the agreement to pay the termination fees as set forth in this Section 7.3 is an integral part of the transactions

18

contemplated by this Agreement, that without such agreement Parent would not have entered into this Agreement, and that payment of such termination fees does not constitute a penalty.  If Shareholder fails to promptly pay the termination fees as required under this Section 7.3 and Parent commences a suit for payment, Shareholder shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date such termination fees were payable hereunder.

Article VIII.

General Provisions

8.1Survival.  The representations, warranties, covenants and agreements in this Agreement (or pursuant to any certificate delivered in connection herewith) shall terminate at the Closing or, except as otherwise provided in Section 7.2, upon the termination of this Agreement pursuant to Section 7.1, as the case may be; provided, however, that (a) the representations and warranties set in Sections 3.1 (Good Standing and Corporate Power), 3.2(a) (Authority), 3.4 (Title to Stock), 4.1 (Good Standing and Corporate Power), and 4.2(a) (Authority) shall s urvive the Closing indefinitely and (b) any covenant or agreement set forth in this Agreement which contemplates performance after the Closing, shall survive the Closing until fully performed in accordance with its terms.

8.2Expenses.  Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses and fees incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of any representatives, whether or not the transactions contemplated hereby are consummated.

8.3Notices.  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (which is confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

(a)if to Parent:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention: Eva Kalawski, General Counsel

Facsimile: (310) 712-1863

with a copy to (which copy shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention: Luke P. Iovine III, Esq.

Facsimile: (212) 230-7649

19

(b)If to Shareholder to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali A. Shah, Esq.

Facsimile:  (212) 739-1094

with a copy to (which copy shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

8.4Further Assurances.  The parties hereto agree to (a) furnish upon request to each other such further information, (b) execute and deliver to each other such other documents (provided that such documents do not and would not create any liability or obligation of such party) and (c) do such other acts and things, all as the other party hereto may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

8.5Remedies Cumulative; Specific Performance.  The rights and remedies of the parties hereto shall be cumulative (and not alternative).  The parties agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event of any breach or threatened breach of any covenant, obligation or other provision of this Agreement.  It is accordingly agreed that the parties hereto shall be entitled to (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (b) an injunction restraining such breach or thr eatened breach, without proof of actual damages (and each party hereto hereby waives any requirement for the securing or posting of any bond or other security in connection therewith); specific performance being in addition to any other remedy to which the parties hereto are entitled at law or in equity.

8.6Extension of Time, Waiver, Etc.  At any time prior to the Closing, any party hereto may, subject to applicable Legal Requirements, if set forth in writing, (a) waive any

20

inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by any other party hereto with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions.  Notwithstanding the foregoing, no failure or delay by Parent or Shareholder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

8.7Entire Agreement and Modification.  This Agreement (including all exhibits hereto), together with the Merger Agreement and the Voting Agreement, constitutes a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements between the parties hereto with respect to the subject matter hereof and thereof.  This Agreement may not be amended except by a written agreement executed by each of the parties hereto.

8.8Assignments, Successors, and No Third-Party Rights.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Legal Requirement or otherwise, by a party hereto without the prior written consent of the other party hereto; provided, however, that Parent may, without the prior written consent of Shareholder, assign Parent’s rights and obligations under this Agreement to the Surviving Corporation and the Surviving Corporation may assume Parent’s obligations hereunder, and any such assignment shall relieve Parent f rom any and all liabilities and obligations hereunder.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 8.8 shall be null and void.  Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.  Except as provided in Section 5.4, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties hereto and their successors and assigns.

8.9Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to Contracts executed in and to be performed entirely within that State, except with respect to the provisions of this Agreement as to which the NJBCA is expressly applicable, which provisions shall be governed by, and construed in accordance with, the laws of the State of New Jersey.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The

21

consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(c)Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

8.10Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable ma nner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

8.11Interpretation.

(a)When a reference is made in this Agreement to an Article, a Section, Schedule or Exhibit, such reference shall be to an Article of, a Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

(b)The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

22

8.12Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto.  Any facsimile or portable document format copies hereof or signature hereon shall, for all purposes, be deemed originals.

[SIGNATURE PAGE FOLLOWS]

23

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

UTAH INTERMEDIATE HOLDING CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

MERGER SUB:	UTAH MERGER CORPORATION
	By:	/s/  Eva M. Kalawski
		Name:	Eva M. Kalawski
		Title:	Vice President and Secretary

SHAREHOLDER:	COMVERSE TECHNOLOGY, INC.
	By:	/s/  Shefali Shah
		Name:	Shefali Shah
		Title:	SVP, General Counsel

[Signature page to Share Purchase Agreement]

EXHIBIT A

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.

PROMISSORY NOTE

U.S. Dollars $1,400,000 Dated: [·]                 

For value received, the undersigned, Utah Merger Corporation, a New Jersey corporation (together with its successors and successors in interest, the “Borrower”), hereby promises to pay Comverse Technology, Inc., a New York corporation (the “Lender”), on the terms and subject to the conditions of this Promissory Note (this “Note”), in immediately available funds, the principal sum of one million four hundred thousand and 00/100 U.S. Dollars ($1,400,000.00) (the “Principal Amount”) on the Maturity Date (as hereinafter defined) in satisfaction of this Note.  This Note is being issued as payment in part of the purchase price for the shares of common stock of Ulticom, Inc. owned by the Lender and is being issued pursuant to Section 2.2(b) of the Share Purchase Agreement, dated as of October 12, 2010, by and among the Borrower, Utah Intermediate Holding Corporation (“Parent”) and the Lender (the “Agreement”).

1.Payment.  The entire outstanding Principal Amount of this Note is due and payable in full on [insert 14 month anniversary date of the closing date] (the “Maturity Date”).  All payments hereunder shall be made in lawful money of the United States in immediately available funds at the Lender’s address set forth in the paragraph 10 of this Note or such other address as the Lender may hereafter designate.  The Principal Amount may be prepaid, in whole or in part, at any time without penalty or premium.

2.Default Interest Rate.  If the Borrower has not paid the Principal Amount in full by the Maturity Date, then interest shall accrue on any unpaid portion of the Principal Amount from and after the Maturity Date at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors) in effect on the date such amount was due and payable hereunder.

3.Event of Default.  The entire outstanding Principal Amount of this Note shall become immediately due and payable if the following shall occur and be continuing:

a.the Borrower shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to

Page 1 of 6

bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceedings instituted against the Borrower (but not instituted by it), either such proceedings shall remain un-dismissed or un-stayed for a period of sixty (60) days or any of the actions sought in such proceedings shall occur;

b.if any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof), other than Parent or its Affiliates, shall own, directly or indirectly, beneficially or of record, shares representing a majority of the outstanding capital stock of Ulticom, Inc. (or its successor); or

c.the covenants and obligations in Section 5.6 of the Agreement shall not have been duly performed or complied with in all respects.

4.Representation.  The Borrower represents and warrants that the issuance and delivery of this Note have been duly and validly authorized and this Note is the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms subject to laws affecting creditors’ rights generally and to general principles of equity.  As of the Maturity Date, the Borrower will have sufficient liquidity or access to working capital to pay all amounts to be paid by it in connection with this Note.

5.Subordination.  This Note (including any and all principal, interest, fees and any other amounts that may be payable hereunder) is expressly subordinated in right of payment to any future indebtedness in respect of borrowed money of the Borrower (or its successor), and, in that regard, the Lender shall enter into a subordination agreement, in a form reasonably proposed by any applicable senior lender(s) and having terms and conditions that are customary and market in view of the nature of the applicable senior indebtedness and the lender(s) with respect thereto, in respect of any future senior indebtedness in respect of borrowed money o f the Borrower (or its successor).

6.Transferability.  Neither this Note, nor any rights or obligations hereunder, shall be assigned or transferred by the Borrower without the prior written consent of the Lender.  In addition, to the extent the Lender intends to effect a direct sale or transfer of this Note to a third party, the Lender shall provide Parent and the Surviving Corporation reasonably detailed notice of the terms and conditions thereof and Parent and the Surviving Corporation shall have a right of first refusal in respect of such sale and transfer, exercisable within five business days from receipt of such notice, to purchase this Note from the Lender on the same terms and conditions as are applicable to any such proposed sale and transfer to a third party.

7.Waiver.  No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder, and no course of dealing between the Borrower and the Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein expressly provided are cumulative and

Page 2 of 6

not exclusive of any rights or remedies which the Lender would otherwise have.  No waiver shall be effective except by written agreement of the Borrower and the Lender.

8.Presentment and Demand.  DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NON-PAYMENT AND PROTEST ARE HEREBY WAIVED BY THE BORROWER AND ANY ENDORSER OF THIS NOTE.

9.Amendment.  This Note may not be amended except by an agreement in writing signed by the Borrower and the Lender.

10.Notices.  Any notice, request or other communication required to be given hereunder, shall be effective when delivered personally, by fax (which is confirmed) or by overnight courier, addressed to the respective party as follows:

if to the Borrower:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention: Eva Kalawski, General Counsel

Facsimile: (310) 712-1863

with a copy to (which copy shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention: Luke P. Iovine III, Esq.

Facsimile: (212) 230-7649

If to the Lender to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali A. Shah, Esq.

Facsimile:  (212) 739-1094

Page 3 of 6

with a copy to (which copy shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such person may hereafter specify for the purpose by notice to the other persons referred to above.

11.Severability.  If any term or other provision of this Note is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Note shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptab le manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

12.Governing Law.

a.This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

b.All actions and proceedings arising out of or relating to this Note shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose exc ept as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Page 4 of 6

c.Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Note or the transactions contemplated hereby.

[Signature Page Follows]

Page 5 of 6

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the date first written above.

UTAH MERGER CORPORATION
By:
	Name:
	Title:

[Signature Page to $1,400,000 Promissory Note]

EXHIBIT B

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.

PROMISSORY NOTE

U.S. Dollars $2,600,000     Dated: [·]       

For value received, the undersigned, Utah Merger Corporation, a New Jersey corporation (together with its successors and successors in interest, the “Borrower”), hereby promises to pay to Comverse Technology, Inc., a New York corporation (the “Lender”), on the terms and subject to the conditions of this Promissory Note (this “Note”), in immediately available funds, the principal sum of two million six hundred thousand and 00/100 U.S. Dollars ($2,600,000.00), as may be adjusted downward pursuant to Section 2.4 of the Share Purchase Agreement, dated as of Oc tober 12, 2010, by and among the Borrower, Utah Intermediate Holding Corporation and the Lender (the “Agreement”) (as adjusted, the “Principal Amount”), on the Maturity Date (as hereinafter defined) in satisfaction of this Note.  This Note is being issued as payment in part of the purchase price for the shares of common stock of Ulticom, Inc. owned by the Lender and is being issued pursuant to Section 2.2(c) of the Agreement.

1.Payment.  The entire outstanding Principal Amount of this Note is due and payable in full on the date that is three business days after the final and conclusive determination of the amount of the Earn-Out Cash Payment pursuant to Section 2.4 of the Agreement (the “Maturity Date”).  All payments hereunder shall be made in lawful money of the United States in immediately available funds at the Lender’s address set forth in the paragraph 10 of this Note or such other address as the Lender may hereafter designate.  The Principal Amount may be prepaid, in whole or in part, at any time without penalty or premium.

2.Default Interest Rate.  If the Borrower has not paid the Principal Amount in full by the Maturity Date, then interest shall accrue on any unpaid portion of the Principal Amount from and after the Maturity Date at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors) in effect on the date such amount was due and payable hereunder.

3.Event of Default.  The entire outstanding Principal Amount of this Note shall become immediately due and payable if the following shall occur and be continuing:

a.the Borrower shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,

Page 1 of 5

adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceedings instituted against the Borrower (but not instituted by it), either such proceedings shall remain un-dismissed or un-stayed for a period of sixty (60) days or any of the actions sought in such proceedings shall occur; or

b.the covenants and obligations in Section 5.6 of the Agreement shall not have been duly performed or complied with in all respects.

4.Representation.  The Borrower represents and warrants that the issuance and delivery of this Note have been duly and validly authorized and this Note is the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms subject to laws affecting creditors’ rights generally and to general principles of equity.  As of the Maturity Date, the Borrower will have sufficient liquidity or access to working capital to pay all amounts to be paid by it in connection with this Note.

5.Subordination.  This Note (including any and all principal, interest, fees and any other amounts that may be payable hereunder) is expressly subordinated in right of payment to any future indebtedness in respect of borrowed money of the Borrower (or its successor), and, in that regard, the Lender shall enter into a subordination agreement, in a form reasonably proposed by any applicable senior lender(s) and having terms and conditions that are customary and market in view of the nature of the applicable senior indebtedness and the lender(s) with respect thereto, in respect of any future senior indebtedness in respect of borrowed money o f the Borrower (or its successor).

6.Transferability.  Neither this Note, nor any rights or obligations hereunder, shall be assigned or transferred by the Borrower without the prior written consent of the Lender.  In addition, to the extent the Lender intends to effect a direct sale or transfer of this Note to a third party, the Lender shall provide Parent and the Surviving Corporation reasonably detailed notice of the terms and conditions thereof and Parent and the Surviving Corporation shall have a right of first refusal in respect of such sale and transfer, exercisable within five business days from receipt of such notice, to purchase this Note from the Lender on the same terms and conditions as are applicable to any such proposed sale and transfer to a third party.

7.Waiver.  No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder, and no course of dealing between the Borrower and the Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have.  No waiver shall be effective except by written agreement of the Borrower and the Lender.

8.Presentment and Demand.  DEMAND, PRESENTMENT, PROTEST AND NOTICE OF NON-PAYMENT AND PROTEST ARE HEREBY WAIVED BY THE BORROWER AND ANY ENDORSER OF THIS NOTE.

Page 2 of 5

9.Amendment.  This Note may not be amended except by an agreement in writing signed by the Borrower and the Lender.

10.Notices.  Any notice, request or other communication required to be given hereunder, shall be effective when delivered personally, by fax (which is confirmed) or by overnight courier, addressed to the respective party as follows:

if to the Borrower:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention: Eva Kalawski, General Counsel

Facsimile: (310) 712-1863

with a copy to (which copy shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention: Luke P. Iovine III, Esq.

Facsimile: (212) 230-7649

If to the Lender to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali A. Shah, Esq.

Facsimile:  (212) 739-1094

with a copy to (which copy shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner, Esq.

Facsimile:  (212) 310-8007

or such other address or facsimile number as such person may hereafter specify for the purpose by notice to the other persons referred to above.

11.Severability. If any term or other provision of this Note is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Note shall nevertheless

Page  of [INSERT PAGE NUMBER]

LEGAL_US_W # 65846219.8

Page 3 of 5

remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

12.Governing Law.

a.This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

b.All actions and proceedings arising out of or relating to this Note shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose exc ept as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

c.Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Note or the transactions contemplated hereby.

[Signature Page Follows]

Page 4 of 5

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the date first written above.

UTAH MERGER CORPORATION
By:
	Name:
	Title:

[Signature Page to $2,600,000 Promissory Note]

Exhibit 3.3

Governmental Approvals

1.           The filing with the German Federal Cartel Office (Bundeskartellamt) and the granting of approval of the transactions contemplated by the Merger Agreement and this Agreement under the German Act against Restraints of Competition (GWB).

Exhibit 4.3

Governmental Approvals

None.

EX-10.2 4 mm10-1110_8ke1002.htm EX.10.2 - VOTING AND SUPPORT AGREEMENT

EXHIBIT 10.2

This VOTING AND SUPPORT AGREEMENT, dated as of October 12, 2010 (this “Agreement”), is made and entered into by and among Utah Intermediate Holding Corporation, a Delaware corporation (“Parent”), Utah Merger Corporation, a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Comverse Technology, Inc., a shareholder of Ulticom, Inc., a New Jersey corporation (the “Company”) (“Shareholde r”).

PRELIMINARY STATEMENT

Capitalized terms used but not defined herein shall have the meanings given such terms in that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Merger Sub and the Company (including any exhibits, schedules or supplements thereto, the “Merger Agreement”).

Shareholder is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all uses of the term “beneficial owner” in this Agreement) of 7,386,669 shares of common stock, no par value, of the Company (“Company Common Stock”) (all such shares of Company Common Stock being hereinafter referred to as the “Covered Shares”).

Concurrently with the execution and delivery hereof, (i) Parent, Merger Sub and the Company are entering into the Merger Agreement, which provides, among other things, for Merger Sub to merge (the “Merger”) with and into the Company, with the Company being the surviving corporation in accordance with the New Jersey Business Corporation Act, and (ii) Parent, Merger Sub and Shareholder are entering into the Share Purchase Agreement, which provides, among other things, for Shareholder to sell and transfer to Parent, and for Parent to purchase and acquire from Shareholder, all of the Covered Shares immediately prior to the consummation of the Merger for the consideration set forth therein (the “Share Purchase Agreement”).

As a condition of and material inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent and Merger Sub have required that Shareholder enter into this Agreement, and Shareholder has agreed to enter into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of these premises, the respective representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:

ARTICLE 1.

VOTING OF SHARES; IRREVOCABLE PROXY

1.01Granting of Proxy and Voting of Covered Shares.  Shareholder, by this Agreement, does hereby constitute and appoint Parent and Merger Sub, or any nominee thereof, with full power of substitution and resubstitution, during and for the term of this Agreement, as

Shareholder’s true and lawful attorney-in-fact and proxy for and in Shareholder’s name, place and stead, to vote (or to instruct nominees or record holders to vote) the Covered Shares at any annual, special or adjourned or postponed meeting of the shareholders of the Company (and this appointment will include the right to sign on behalf of Shareholder, as Shareholder’s attorney-in-fact, any consent, certificate or other document, in lieu of a meeting or otherwise, relating to the Company that the Laws of the State of New Jersey may require or permit):

(a)in favor of the approval and adoption of the Merger Agreement, the Merger, each of the other actions contemplated by the Merger Agreement and any other matters necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (including for any adjournment or postponement of the Company Shareholders Meeting proposed pursuant to Section 5.15(b) of the Merger Agreement); and

(b)against the approval or adoption of:

(i)any Takeover Proposal or any other transaction, proposal, agreement or action made in opposition to, or in competition with, the consummation of the Merger or any other transactions contemplated by the Merger Agreement, and

(ii)any action, proposal, transaction or agreement that is intended or could reasonably be expected to prevent, impede, interfere with or discourage the consummation of the Merger or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement.

The proxy and power of attorney set forth above in this Section 1.01 is hereinafter referred to as the “Proxy”.

1.02Irrevocable Proxy.  Shareholder hereby affirms that this Proxy is irrevocable and coupled with an interest sufficient to support an irrevocable proxy under applicable Law; provided, however, that the Proxy is subject to the automatic termination of the Proxy upon a termination of this Agreement in accordance with Section 6.01.  Shareholder hereby further affirms that the Proxy is given in connection with, and granted in consideration of and as an inducement to, Parent a nd Merger Sub entering into the Merger Agreement and the Share Purchase Agreement, and the Proxy is given to secure the performance of the duties of Shareholder under this Agreement.  Shareholder has not entered into, and hereby covenants and agrees not to enter into at any time while this Agreement remains in effect, any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Article I.  Shareholder represents and warrants that Shareholder has revoked or terminated all and any other proxies and powers of attorney with respect to the Covered Shares that Shareholder may have heretofore made or granted and agrees not to grant any such other proxies or powers of attorney at any time while this Agreement remains in effect.  If for any reason a court of competent jurisdiction finds that the Proxy is not irrevocable, then Shareholder agrees (subject to the proviso to the first sentence of this Section 1.02) to vote the Covered Shares in accordance with the terms set forth in the Proxy as instructed by Parent or Merger Sub in writing.  The parties agree that the foregoing is a voting agreement.  For Covered Shares as to which Shareholder is the beneficial but not the record owner, Shareholder shall take all

2

necessary actions to cause any record owner of such Covered Shares to grant to Parent or Merger Sub a proxy to the same effect as that contained in the Proxy.

1.03No Duty or Liability.  The parties hereto acknowledge and agree that neither Parent, Merger Sub, nor their respective successors, assigns, Subsidiaries, divisions, employees, officers, directors, shareholders, agents or Affiliates shall owe any duty to, whether in Law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including attorney’s fees) and compensation of any kind or nature whatsoever to Shareholder in connection with or as a result of any voting by Parent or Merger Sub of the Covered Shares as contemplated hereby.   The parties hereto acknowledge that, pursuant to the authority hereby granted under the Proxy, Parent or Merger Sub may vote the Covered Shares in furtherance of its own interests, and neither Parent nor Merger Sub is acting as a fiduciary of Shareholder or the Company.

ARTICLE 2.

TRANSFER RESTRICTIONS

2.01Restrictions on Transfer.  During the term of this Agreement, except as otherwise provided herein, Shareholder will not (a) tender into any tender or exchange offer, (b) directly or indirectly, in whole or in part, sell, transfer, assign, gift, place in trust, pledge, hypothecate, tender, grant an option, right of first refusal or offer with respect to, encumber or otherwise dispose of, any of the Covered Shares, (c) commit any act that could restrict or affect Shareholder’s legal power, authority or right to vote any or all of the Covered Shares then owned of record or beneficially by Shareholder (whether by proxy, voting trust or otherwise) or oth erwise prevent or disable Shareholder from performing any of Shareholder’s obligations under this Agreement, (d) enter into a swap or any other agreement or any transaction that transfers in whole or in part, the economic consequence of ownership of any Covered Shares or (e) otherwise agree to do any of the foregoing.

2.02Acquisition of Additional Shares.  In the event (a) of any stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Covered Shares or any other action that would have the effect of changing Shareholder’s ownership of the Covered Shares or other Company securities or (b) Shareholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities of the Company during the period commencing with the execution and delivery of this Agreement through the termination of this Agreement pursuant to Section 6.01, then the terms of this Agreement will apply to all shares of Company Common Stock or other securities of the Company held by the Shareholder immediately following the effectiveness of the events described in clause (a) or Shareholder becoming the beneficial owner thereof as described in clause (b), as though such shares or other securities of the Company were Covered Shares hereunder.  Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Parent and Merger Sub in writing of the number of any new shares of Company Common Stock or other shares of capital stock or securities of the Company acquired by Shareholder or of which Shareholder becomes the beneficial owner, if any, after the date hereof.

3

ARTICLE 3.

NO SOLICITATION; NOTIFICATION

3.01No Solicitation.  Prior to the termination of this Agreement, Shareholder in its capacity as a shareholder of the Company shall, and shall instruct and cause Shareholder’s directors, officers and employees and its investment bankers, financial advisors, attorneys and other advisors or representatives (“Representatives”) to, cease any solicitations, discussions, and negotiations that may be ongoing as of the date of this Agreement with any Person with respect to a Takeover Proposal.  Shareholder shall not, and shall not authorize or (to the extent within the contro l of Shareholder) permit its Representatives to, directly or indirectly, (a) solicit, facilitate, initiate or encourage any inquiries regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (b) furnish to any Person any Company information or data (or provide any Person with access to its properties, books, assets or personnel) in furtherance of any Takeover Proposal, (c) have any discussions or participate in any negotiations with any third party regarding any Takeover Proposal, (d) approve or recommend any Takeover Proposal, enter into any agreement-in-principle, letter of intent, acquisition or similar agreement with respect to a Takeover Proposal (or resolve to or publicly propose any of the foregoing) or (e) make any public statement or proposal inconsistent with the Company Recommendation.

3.02Notification.  Prior to the termination of this Agreement, Shareholder shall promptly (and in any case within 24 hours following the relevant event) notify Parent upon receipt, in Shareholder’s capacity as a shareholder of the Company, of any inquiries, proposals, or offers received by, any requests for information from, or any discussions or negotiations sought to be initiated or continued with, Shareholder or its Representatives concerning any Takeover Proposal or that could reasonably be expected to lead to a Takeover Proposal and disclose the identity of the other party and the material terms of such inquiry, offer, proposal or request and, in t he case of written materials, provide copies of such materials.

ARTICLE 4.

ADDITIONAL AGREEMENTS OF SHAREHOLDER

4.01Additional Agreements of Shareholder.  Shareholder hereby:

(a)agrees, prior to the termination of this Agreement pursuant to Section 6.01, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any and all respects or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Shareholder of its obligations under or contemplated by this Agreement;

(b)irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent with respect to the Merger that Shareholder may have now or at any time with respect to the Covered Shares;

(c)agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (i) challenging

4

the validity of, or seeking to enjoin the operation of, any provision of this Agreement, or (ii) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement; and

(d)agrees that, upon request of Parent or Merger Sub, Shareholder shall execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

5.01Representations and Warranties of Shareholder.  Shareholder represents and warrants to Parent and Merger Sub, as of the date hereof and for so long as this Agreement remains in effect (unless otherwise expressly limited), as follows:

(a)Title.  Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of any Liens (including any restriction on the right to vote or transfer any of the Covered Shares), except as may be provided for in this Agreement.  The Covered Shares represent all of the shares of capital stock of the Company beneficially owned, directly or indirectly, by Shareholder.  Shareholder does not own any securities convertible into or exchangeable for any shares of Company Common Stock or other voting securities of the Company other than the Covered Shares.  Shareholder holds exclusive po wer to vote and dispose of the Covered Shares and (other than as set forth in Section 1.01) has not granted a proxy to any other Person to vote the Covered Shares.  Except for the Covered Shares, Shareholder does not, directly or indirectly, own or have any option, warrant or other right to acquire any securities of the Company that is or may by its terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Shareholder subject to any Contract, other than this Agreement, that allows or obligates Shareholder to vote, acquire or dispose of any securities of the Company.

(b)Organization and Qualification.  Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

(c)Authority.  Shareholder has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(d)Due Execution and Delivery.  The execution, delivery and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated hereby, have been duly and validly authorized and approved by its board of directors and no other action on the part of Shareholder is necessary to authorize the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, const itutes a legal, valid and binding obligation of

5

Shareholder, enforceable against Shareholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

(e)No Filings, Consents, Conflict or Default; No Shareholder Vote.

(i)Neither the execution and delivery of this Agreement nor compliance by Shareholder with any of the terms or provisions hereof or thereof, does or will:

(1)conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Shareholder;

(2)contravene, conflict with or violate in any material respect any Law, judgment, writ or injunction of any Governmental Authority applicable to Shareholder or any of Shareholder’s properties or assets;

(3)other than as contemplated in this Agreement, violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination, cancellation or redemption, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon the Covered Shares, under, any of the terms, conditions or provisions of any Contract, including, any voting agreement, shareholders agreement, irrevocable proxy or voting trust, to which Shareholder is a party or by which Shareholder or any of its properties or assets may be bound;

(4)require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person or any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby, except for filings with the Securities and Exchange Commission (including the filing of any Schedules 13D or 13G or amendments to Schedules 13D or 13G (as applicable)) or stock exchange required disclosures as may be required in connection with this Agreement and the transactions contemplated hereby;

(5)constitute a violation of any Law applicable to Shareholder; or

(6)render any state takeover statute or similar statute or regulation applicable to the Merger, or any of the other Transactions.

(ii)No shareholder vote is required to approve (x) Shareholder’s execution and delivery of this Agreement or (y) the performance by Shareholder of any of its obligations hereunder.

(f)No Litigation.  On the date hereof, there is no suit, claim, action, investigation or proceeding pending that has been commenced by or against Shareholder or any order, judgment, ruling, subpoena or decree entered, issued, made or rendered by any Governmental Authority that could reasonably be expected to have the effect of preventing,

6

delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

(g)Receipt; Reliance.  Shareholder has received and reviewed a copy of the Merger Agreement and understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement and the representations, warranties and covenants contained herein.

5.02Representations and Warranties of Parent and Merger Sub.  Parent and Merger Sub, jointly and severally, represent and warrant to Shareholder, as of the date hereof and for so long as this Agreement remains in effect, as follows:

(a)Organization and Qualification.  Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey.

(b)Authority.  Each of Parent and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(c)Due Execution and Delivery.  This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Shareholder, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

ARTICLE 6.

MISCELLANEOUS

6.01Termination.  This Agreement will terminate (a) on the earliest to occur of (i) the Effective Time, (ii) the date the Merger Agreement is validly terminated in accordance with its terms. (iii) the date the Share Purchase Agreement is validly terminated in accordance with its terms, and (iv) the date that is thirty (30) days after a Company Adverse Recommendation Change if such Company Adverse Recommendation Change continues to exist and has not been superseded by a Company Recommendation with respect to any amended or modified Takeover Proposal from Parent, or (b) by the mutual consent of Shareholder, on the one hand, and Parent and Merger Sub, on the oth er hand.  Notwithstanding the preceding sentence, this Article 6 shall survive any termination of this Agreement.  Nothing in this Article 6 shall relieve or otherwise limit the Liability of any party for any breach of this Agreement.

6.02Action in Shareholder Capacity Only.  The parties acknowledge that this Agreement is entered into by Shareholder in its capacity as owner of the Covered Shares and that nothing in this Agreement shall in any way restrict or limit any director, officer or other Representative of the Company from taking any action in his or her capacity as a director, officer or other Representative of the Company that is necessary for him or her to comply with his or her duties as a director or officer of the Company, including, without limitation, participating in his

7

or her capacity as a director, officer or other Representative of the Company in any discussions or negotiations in accordance and compliance with Section 5.2 of the Merger Agreement.

6.03Expenses.  Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.

6.04Further Assurances.  Each party hereto will execute and deliver all such further documents and instruments and take all such further action as may be necessary or appropriate in order to consummate the transactions contemplated hereby.

6.05Publicity.  Shareholder shall consult with Parent and Merger Sub before issuing any press release or otherwise making any public statements with respect to this Agreement or the Merger Agreement or the other transactions contemplated hereby or thereby and shall not issue any such press release or make any such public statement before such consultation, except as may be required by Law or applicable stock exchange rules.

6.06Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided i n this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c)Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

6.07Injunction; Specific Performance.  The parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement by Shareholder. It is accordingly agreed that Parent and Merger Sub shall be entitled, in addition to any other remedy to which they are entitled at Law or in equity, to specific performance and, without the securing or posting of any bond, guarantee or other undertaking, injunctive or other equitable relief as a remedy for any such breach, and to enforce compliance with those covenants of Shareholder contained in this Agreement.  In any action for specific performance, Shareholder shall waive the defen se of adequacy of a remedy at Law.

8

6.08Amendments and Waivers.  Any provision of this Agreement may be (a) waived by the party hereto benefited by the provision, but only in writing, or (b) amended or modified at any time, but only by a written agreement by the parties hereto.

6.09Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements among the parties hereto with respect to such matters.

6.10Notices.  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (which is confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to Parent or Merger Sub, to:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention:  Eva Kalawski, General Counsel

Facsimile:  (310) 712-1863

with a copy (which shall not constitute notice) to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention:  Luke P. Iovine, III, Esq.

Facsimile:  (212) 230-7649

If to Shareholder, to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali Shah

Facsimile:  (212) 739-1094

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner

Facsimile:  (212) 310-8007

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the

9

place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

6.11Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Any facsimile or portable document format copies hereof or signature hereon shall, for all purposes, be deemed originals.

6.12Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto.  Any assignment in violation of the foregoing shall be null and void.  Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

6.13Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable ma nner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.14Third Party Beneficiaries.  This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6.15Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity will be cumulative and not alternative, and the exercise of any thereof by Parent or Merger Sub will not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or Merger Sub.

6.16Interpretation; Rules of Construction.

(a)The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  When a reference is made in this Agreement to an Article, Section, Exhibit or Annex, such reference is to an Article or Section of, or an Exhibit or Annex to, this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the wor ds “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this

10

Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

(b)The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[Signatures on following page]

11

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.

UTAH INTERMEDIATE HOLDING CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

UTAH MERGER CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

COMVERSE TECHNOLOGY, INC.
By:	/s/  Shefali Shah
	Name:	Shefali Shah
	Title:	SVP, General Counsel

[Signature page to Voting and Support Agreement]

EX-99.1 5 mm10-1110_8ke9901.htm EX.99.1 - PRESS RELEASE

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FOR ULTICOM:

Joe Hassett, Senior Vice President

Gregory FCA

877-217-3597

JoeH@GregoryFCA.com

Ulticom Inc. Agrees To Be Acquired By Affiliate of Platinum Equity

Ulticom Shareholders To Receive $8.07 Per Share

Mount Laurel, New Jersey – October 12, 2010 – Ulticom, Inc. (NASDAQ: ULCM) (“Ulticom” or “Company”) announced today that it has signed a definitive merger agreement with affiliates of Platinum Equity, LLC providing for the acquisition of Ulticom by an affiliate of Platinum Equity for merger consideration of $2.33 per share in cash, after payment of a special dividend in the amount of $5.74 per share in cash.  Shares held by Ulticom's controlling shareholder, Comverse Technology, Inc. ("Comverse") will be purchased by Platinum Equity’s affiliate pursuant to a separate share purchase agreement immediately prior to the closing of the merger.  Under the terms of the share purchase agreement, Comverse will receive up to $2.33 per share, with a portion of such amount to be deferred and at risk based on the Company’s financial performance post-closing.  The $8.07 per share to be received by shareholders represents approximately a 5% premium to the closing price of the Company's common stock on October 11, 2010 and approximately a 4% premium to the average closing price for the prior 30 days.

Under the terms of the definitive merger agreement, which was unanimously approved by Ulticom’s Board of Directors, Ulticom’s public shareholders will receive $2.33 per share in cash,

after payment of a special dividend by the Company of $5.74 per share.  The special dividend is subject to shareholder approval of the transaction and will be paid prior to the purchase of the Comverse shares and the merger, to shareholders of record at the close of business on November 24, 2010.  The Company anticipates that pursuant to NASD Rule 11140, the ex-dividend date will be the day after the dividend payment date. Accordingly, the stock will continue to trade with the right to receive the dividend after the record date.

The transaction is expected to close by the end of the Company’s fourth fiscal quarter of 2010 and is subject to customary closing conditions, regulatory approvals, approval by Ulticom's shareholders, including a majority of Ulticom shares that are not owned by Comverse, and payment of the special dividend.  The transaction is not conditioned on receipt of financing by the acquirer.  A special meeting of Company shareholders is currently scheduled for December 2, 2010 at 9 a.m. local time, to be held at the Enterprise Center at Burlington County College, 3331 Route 38, Mount Laurel, New Jersey 08054.  The Board of Directors of Ulticom has established a record date of the close of business on October 26, 2010 to determine shareholders entitled to vote at the special meeting.

 “After a careful and extensive review of our strategic alternatives, our Board of Directors has determined that the premium to the current market price provided by this transaction offers the best value for our stockholders,” said Shawn Osborne, Ulticom president and chief executive officer. “Furthermore, Platinum Equity’s financial resources and experience with communication and information technology companies will reinforce Ulticom’s ability to enhance our product portfolio and market position.”

2

“Ulticom has a solid reputation for quality and innovation, and is one of the premier providers of critical technology in wireless and broadband networks,” said Matt Young, Principal for Platinum Equity. “There is opportunity for growth as the demand for high-bandwidth services continues to evolve, and we’re eager to help Ulticom drive that growth.”

Morgan Keegan Technology Group acted as lead financial advisor to Ulticom and Duff & Phelps, LLC also provided a fairness opinion to Ulticom’s Board of Directors.  Weil, Gotshal & MangesLLP acted as legal counsel to Ulticom in the transaction and  Flaster/Greenberg P.C. acted as special New Jersey Counsel to Ulticom. Paul, Hastings, Janofsky & Walker LLP acted as legal counsel to Platinum Equity.

Additional information and where to find it

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when

3

available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions. Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010. Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.

About Ulticom, Inc.

Ulticom (www.ulticom.com) provides service essential signaling component and system solutions for wireless, wireline, and Internet communications. Ulticom's products are used by leading telecommunication equipment and service providers worldwide to deploy broadband mobile access, multimedia transport control, subscriber data management and enhanced communication services. Ulticom is headquartered in Mount Laurel, NJ with additional offices in the United States, Europe, and Asia.

About Platinum Equity

Platinum Equity (www.platinumequity.com) is a global M&A&O® firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers

4

in a broad range of business markets, including information technology, telecommunications, logistics, metals services, manufacturing and distribution. Since its founding in 1995 by Tom Gores, Platinum Equity has completed over 100 acquisitions with more than $27.5 billion in aggregate annual revenue at the time of acquisition.

Forward Looking Statements

Note:ThisPress Release contains “forward-looking statements” that involve risks and uncertainties, including statements relating to the Company’s future business performance and the proposed transactions with Platinum Equity.  Important factors that could cause actual results to differ materially include the timing of consummating the proposed transactions, the risk that a condition to closing of the proposed tr ansactions may not be satisfied and those  risks described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 20, 2010.  The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required by the federal securities laws.

5

EX-99.2 6 mm10-1110_8ke9902.htm EX.99.2 - LETTER TO EMPLOYEES

EXHIBIT 99.2

October 12, 2010

TO:	All Ulticom Employees
FROM:	Shawn Osborne
SUBJECT:	Acquisition of Ulticom

I am very pleased to announce that an affiliate of Platinum Equity, a California-based private equity firm, has signed a definitive agreement to acquire Ulticom and take the company private. A copy of the press release announcing this exciting news is attached.

This is a very exciting development that we believe will create significant opportunity for our company, employees and customers.

The transaction is subject to shareholder approval and customary closing conditions.  We expect the acquisition will be completed in 60 to 90 days.

Platinum is a global investment firm with a unique focus on business operations and a strong track record helping companies across many industries reach their full potential.  Platinum’s financial resources and operational expertise will open new doors and strengthen our ability to provide our customers with market leading products and services.

Platinum has deep roots in the software, information technology and telecommunications space.  The firm’s stewardship of companies like Altura, Matrix Business Technologies, CompuCom and Covad (now MegaPath) are just a few examples demonstrating Platinum’s commitment to helping organizations reach their potential by delivering world-class technology and communications solutions to a global customer base.

Ulticom’s immediate focus will remain on conducting business as usual. Our success over the years is in large part due to the hard work of our many dedicated employees.  You are the face of Ulticom to our customers, and these strong relationships as well as the innovative technologies for which you are responsible are the company’s most valuable assets.  Any change in ownership does not change the reality that our continued success and the opportunity for growth have always been dependent upon the ability of our employees to develop new products and meet the demands of our customers.

We know you will have questions, and we’ll try to answer them in as timely and forthright a manner as possible.  In an effort to keep you informed of current events and answer as many of your common questions as possible, we will be posting an FAQ page on the Ulticom SharePoint portal.  This FAQ page will be updated as the transaction is completed and a transition plan is developed.  However, if additional questions arise please direct them to Marie Berdini and we will work to provide an answer.

As always, thank you for your dedication, passion and expertise in making Ulticom an outstanding company.  Your management team is excited to work with you as we embark on this next chapter.

Where to find additional information

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the

stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions.  Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010.  Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by sec urity holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.

GRAPHIC 7 mm09-0910_logo.jpg begin 644 mm09-0910_logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#/\1?&#QMX M;\1:EH[76FW1LYFB\\V94N!WP&X^E=SXH\3^+O#_`,,M)\3)JEC+=R"-[F(V M7R.)=I4+\W&SD9_BSVKPWXE_\E(\1?\`7X_\A7LWQ*_Y(#I?_7&Q_P#05KOG M""Y++-_&`TZ]NK&"U@MVN95BM?FD`95V@EOEY?.?;WKA?B3X MH\7:?XMU30YO%-_<06S*JE-MON!0-R(P!_%CWQ6E^SU_R4*]_P"P7)_Z-BKG M/B]_R537_P#?C_\`1*5I&G!5W%+2P=#Z&TWQ/IGA3X6Z#JFL7#QP?8;=`0C. MSN8P0H`[G!Z_G5/X;_$:;Q_J6NXL4M;*R,/V?))D8/OY?MGY!P.F>]>8_$S0 M9Y/AKX3\0"_<6\>GVEH;+:=K,49M^DTG[(( MM^Q6;S=^_'W67IM/YUC[&#IN;>MPN>_?$&\\<6-M9W'@VSMKS#,+J*107'3: M5RPR.H..>14OP]U+Q)JFCW,WBC["E\L^Q8+5E)B7:#A]K,`QSG&&_A'XAUF:/*8L(Y4?;UVL#BOEOXM>/\` M5->\3ZCI,-S+!I-E,UNL$;$"9D)#,^/O9(.`>,8[U5\<^!KOX9W6BW5GJ!ZEXGN/&?P'O-5OIYTU?1[A+AWD=LSVADNO,D*"5`PPA(!)RQ''3UHCA;Q;D[6"Y]AQRQRJ3&ZN M`<$J>W& M<@]B`12>)=(U7PCXKN;&]NPVJ6K+(;F"5B2Q4,&#'!SR/>K^IZVY@N?9TMU; MP,%FGCC)&0'<#^=%&[+Q;H.C:QJ;2F\N-/@>1HRH#,4!)Y![FBN2RZL9 MX-\9?#-_I'CO4=1EMI/[/U"030W`4["2HW*3T!!!X],5-XG^*EMX@^&FF^%T MT^2*Z@6%9YV=2A$0P"F.>2!UQCWKZD>-)$*2(K*>H89!JFFBZ5'+YJ:99+)U MWK`H/YXKI6)5HJ2V%8\1_9^\,W]OJ.H>([JWD@M'MOLUNTJE?-RP9F&>H&T# M/O[5YU\3;N#5_B-K=]IT@NK621-DT7S*V(U4X/?D$?A7V`````!@=!2".,#` M10/3%*.):J.;06/$/%Z?\)%^SWI#:0?MO]GK;&Y6'YC'LCVN".N5W#/H.:\_ M^&'Q&M_A_-JK7%@]XMZD>!'(%963=CKV.\^_%?6"JJC"J`/854&DZ:MQ]H73 M[43]?,$*[OSQFE&O%1<9+1A8\#^-^M1ZWHWA(X6._DMS=SV:DLT`D1"`W'L1 M^%7/A'86?B/X8^)/"DERD5]17L>B_ M'6;Q+K^E:/IWA_R9KNY2.:26?S!&A/SD!0">,\GBO8KBUM[N/R[F"*9/[LB! MA^1IEM86=DNVTM((!Z11A?Y552O&IK*.H6/E?XL^"]0\.^+]0OC;R-I=_.]Q M%Z` M_@WX`W]EJ[K;ZMK-S%/':,?G`5X_EQZA5)/IG%9OP+OK72O%NJR:A.ELC:7( MP:7Y00K*[=?103]`:^FF17QN4''3(Z4&-#U13VZ5/UAN+BUN%CXQ\*7$5CXX MTB_NF,-I%J$^,G^D_%'5I8`98WBMV5D&0084P>*^L/+3 M&-BX],4>6F<[%S]*OZW[_-8+'._#^_M=0\`Z&]I.DRQ64,,FT_ -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.2

EXHIBIT 10.2

This VOTING AND SUPPORT AGREEMENT, dated as of October 12, 2010 (this “Agreement”), is made and entered into by and among Utah Intermediate Holding Corporation, a Delaware corporation (“Parent”), Utah Merger Corporation, a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Comverse Technology, Inc., a shareholder of Ulticom, Inc., a New Jersey corporation (the “Company”) (“Shareholde r”).

PRELIMINARY STATEMENT

Capitalized terms used but not defined herein shall have the meanings given such terms in that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Merger Sub and the Company (including any exhibits, schedules or supplements thereto, the “Merger Agreement”).

Shareholder is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all uses of the term “beneficial owner” in this Agreement) of 7,386,669 shares of common stock, no par value, of the Company (“Company Common Stock”) (all such shares of Company Common Stock being hereinafter referred to as the “Covered Shares”).

Concurrently with the execution and delivery hereof, (i) Parent, Merger Sub and the Company are entering into the Merger Agreement, which provides, among other things, for Merger Sub to merge (the “Merger”) with and into the Company, with the Company being the surviving corporation in accordance with the New Jersey Business Corporation Act, and (ii) Parent, Merger Sub and Shareholder are entering into the Share Purchase Agreement, which provides, among other things, for Shareholder to sell and transfer to Parent, and for Parent to purchase and acquire from Shareholder, all of the Covered Shares immediately prior to the consummation of the Merger for the consideration set forth therein (the “Share Purchase Agreement”).

As a condition of and material inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent and Merger Sub have required that Shareholder enter into this Agreement, and Shareholder has agreed to enter into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of these premises, the respective representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:

ARTICLE 1.

VOTING OF SHARES; IRREVOCABLE PROXY

1.01Granting of Proxy and Voting of Covered Shares.  Shareholder, by this Agreement, does hereby constitute and appoint Parent and Merger Sub, or any nominee thereof, with full power of substitution and resubstitution, during and for the term of this Agreement, as

Shareholder’s true and lawful attorney-in-fact and proxy for and in Shareholder’s name, place and stead, to vote (or to instruct nominees or record holders to vote) the Covered Shares at any annual, special or adjourned or postponed meeting of the shareholders of the Company (and this appointment will include the right to sign on behalf of Shareholder, as Shareholder’s attorney-in-fact, any consent, certificate or other document, in lieu of a meeting or otherwise, relating to the Company that the Laws of the State of New Jersey may require or permit):

(a)in favor of the approval and adoption of the Merger Agreement, the Merger, each of the other actions contemplated by the Merger Agreement and any other matters necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (including for any adjournment or postponement of the Company Shareholders Meeting proposed pursuant to Section 5.15(b) of the Merger Agreement); and

(b)against the approval or adoption of:

(i)any Takeover Proposal or any other transaction, proposal, agreement or action made in opposition to, or in competition with, the consummation of the Merger or any other transactions contemplated by the Merger Agreement, and

(ii)any action, proposal, transaction or agreement that is intended or could reasonably be expected to prevent, impede, interfere with or discourage the consummation of the Merger or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement.

The proxy and power of attorney set forth above in this Section 1.01 is hereinafter referred to as the “Proxy”.

1.02Irrevocable Proxy.  Shareholder hereby affirms that this Proxy is irrevocable and coupled with an interest sufficient to support an irrevocable proxy under applicable Law; provided, however, that the Proxy is subject to the automatic termination of the Proxy upon a termination of this Agreement in accordance with Section 6.01.  Shareholder hereby further affirms that the Proxy is given in connection with, and granted in consideration of and as an inducement to, Parent a nd Merger Sub entering into the Merger Agreement and the Share Purchase Agreement, and the Proxy is given to secure the performance of the duties of Shareholder under this Agreement.  Shareholder has not entered into, and hereby covenants and agrees not to enter into at any time while this Agreement remains in effect, any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Article I.  Shareholder represents and warrants that Shareholder has revoked or terminated all and any other proxies and powers of attorney with respect to the Covered Shares that Shareholder may have heretofore made or granted and agrees not to grant any such other proxies or powers of attorney at any time while this Agreement remains in effect.  If for any reason a court of competent jurisdiction finds that the Proxy is not irrevocable, then Shareholder agrees (subject to the proviso to the first sentence of this Section 1.02) to vote the Covered Shares in accordance with the terms set forth in the Proxy as instructed by Parent or Merger Sub in writing.  The parties agree that the foregoing is a voting agreement.  For Covered Shares as to which Shareholder is the beneficial but not the record owner, Shareholder shall take all

2

necessary actions to cause any record owner of such Covered Shares to grant to Parent or Merger Sub a proxy to the same effect as that contained in the Proxy.

1.03No Duty or Liability.  The parties hereto acknowledge and agree that neither Parent, Merger Sub, nor their respective successors, assigns, Subsidiaries, divisions, employees, officers, directors, shareholders, agents or Affiliates shall owe any duty to, whether in Law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including attorney’s fees) and compensation of any kind or nature whatsoever to Shareholder in connection with or as a result of any voting by Parent or Merger Sub of the Covered Shares as contemplated hereby.   The parties hereto acknowledge that, pursuant to the authority hereby granted under the Proxy, Parent or Merger Sub may vote the Covered Shares in furtherance of its own interests, and neither Parent nor Merger Sub is acting as a fiduciary of Shareholder or the Company.

ARTICLE 2.

TRANSFER RESTRICTIONS

2.01Restrictions on Transfer.  During the term of this Agreement, except as otherwise provided herein, Shareholder will not (a) tender into any tender or exchange offer, (b) directly or indirectly, in whole or in part, sell, transfer, assign, gift, place in trust, pledge, hypothecate, tender, grant an option, right of first refusal or offer with respect to, encumber or otherwise dispose of, any of the Covered Shares, (c) commit any act that could restrict or affect Shareholder’s legal power, authority or right to vote any or all of the Covered Shares then owned of record or beneficially by Shareholder (whether by proxy, voting trust or otherwise) or oth erwise prevent or disable Shareholder from performing any of Shareholder’s obligations under this Agreement, (d) enter into a swap or any other agreement or any transaction that transfers in whole or in part, the economic consequence of ownership of any Covered Shares or (e) otherwise agree to do any of the foregoing.

2.02Acquisition of Additional Shares.  In the event (a) of any stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Covered Shares or any other action that would have the effect of changing Shareholder’s ownership of the Covered Shares or other Company securities or (b) Shareholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities of the Company during the period commencing with the execution and delivery of this Agreement through the termination of this Agreement pursuant to Section 6.01, then the terms of this Agreement will apply to all shares of Company Common Stock or other securities of the Company held by the Shareholder immediately following the effectiveness of the events described in clause (a) or Shareholder becoming the beneficial owner thereof as described in clause (b), as though such shares or other securities of the Company were Covered Shares hereunder.  Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Parent and Merger Sub in writing of the number of any new shares of Company Common Stock or other shares of capital stock or securities of the Company acquired by Shareholder or of which Shareholder becomes the beneficial owner, if any, after the date hereof.

3

ARTICLE 3.

NO SOLICITATION; NOTIFICATION

3.01No Solicitation.  Prior to the termination of this Agreement, Shareholder in its capacity as a shareholder of the Company shall, and shall instruct and cause Shareholder’s directors, officers and employees and its investment bankers, financial advisors, attorneys and other advisors or representatives (“Representatives”) to, cease any solicitations, discussions, and negotiations that may be ongoing as of the date of this Agreement with any Person with respect to a Takeover Proposal.  Shareholder shall not, and shall not authorize or (to the extent within the contro l of Shareholder) permit its Representatives to, directly or indirectly, (a) solicit, facilitate, initiate or encourage any inquiries regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (b) furnish to any Person any Company information or data (or provide any Person with access to its properties, books, assets or personnel) in furtherance of any Takeover Proposal, (c) have any discussions or participate in any negotiations with any third party regarding any Takeover Proposal, (d) approve or recommend any Takeover Proposal, enter into any agreement-in-principle, letter of intent, acquisition or similar agreement with respect to a Takeover Proposal (or resolve to or publicly propose any of the foregoing) or (e) make any public statement or proposal inconsistent with the Company Recommendation.

3.02Notification.  Prior to the termination of this Agreement, Shareholder shall promptly (and in any case within 24 hours following the relevant event) notify Parent upon receipt, in Shareholder’s capacity as a shareholder of the Company, of any inquiries, proposals, or offers received by, any requests for information from, or any discussions or negotiations sought to be initiated or continued with, Shareholder or its Representatives concerning any Takeover Proposal or that could reasonably be expected to lead to a Takeover Proposal and disclose the identity of the other party and the material terms of such inquiry, offer, proposal or request and, in t he case of written materials, provide copies of such materials.

ARTICLE 4.

ADDITIONAL AGREEMENTS OF SHAREHOLDER

4.01Additional Agreements of Shareholder.  Shareholder hereby:

(a)agrees, prior to the termination of this Agreement pursuant to Section 6.01, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any and all respects or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Shareholder of its obligations under or contemplated by this Agreement;

(b)irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent with respect to the Merger that Shareholder may have now or at any time with respect to the Covered Shares;

(c)agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (i) challenging

4

the validity of, or seeking to enjoin the operation of, any provision of this Agreement, or (ii) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement; and

(d)agrees that, upon request of Parent or Merger Sub, Shareholder shall execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

5.01Representations and Warranties of Shareholder.  Shareholder represents and warrants to Parent and Merger Sub, as of the date hereof and for so long as this Agreement remains in effect (unless otherwise expressly limited), as follows:

(a)Title.  Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of any Liens (including any restriction on the right to vote or transfer any of the Covered Shares), except as may be provided for in this Agreement.  The Covered Shares represent all of the shares of capital stock of the Company beneficially owned, directly or indirectly, by Shareholder.  Shareholder does not own any securities convertible into or exchangeable for any shares of Company Common Stock or other voting securities of the Company other than the Covered Shares.  Shareholder holds exclusive po wer to vote and dispose of the Covered Shares and (other than as set forth in Section 1.01) has not granted a proxy to any other Person to vote the Covered Shares.  Except for the Covered Shares, Shareholder does not, directly or indirectly, own or have any option, warrant or other right to acquire any securities of the Company that is or may by its terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Shareholder subject to any Contract, other than this Agreement, that allows or obligates Shareholder to vote, acquire or dispose of any securities of the Company.

(b)Organization and Qualification.  Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

(c)Authority.  Shareholder has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(d)Due Execution and Delivery.  The execution, delivery and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated hereby, have been duly and validly authorized and approved by its board of directors and no other action on the part of Shareholder is necessary to authorize the execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, const itutes a legal, valid and binding obligation of

5

Shareholder, enforceable against Shareholder in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

(e)No Filings, Consents, Conflict or Default; No Shareholder Vote.

(i)Neither the execution and delivery of this Agreement nor compliance by Shareholder with any of the terms or provisions hereof or thereof, does or will:

(1)conflict with or violate any provision of the certificate of incorporation, bylaws or other organizational documents of Shareholder;

(2)contravene, conflict with or violate in any material respect any Law, judgment, writ or injunction of any Governmental Authority applicable to Shareholder or any of Shareholder’s properties or assets;

(3)other than as contemplated in this Agreement, violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination, cancellation or redemption, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon the Covered Shares, under, any of the terms, conditions or provisions of any Contract, including, any voting agreement, shareholders agreement, irrevocable proxy or voting trust, to which Shareholder is a party or by which Shareholder or any of its properties or assets may be bound;

(4)require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person or any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby, except for filings with the Securities and Exchange Commission (including the filing of any Schedules 13D or 13G or amendments to Schedules 13D or 13G (as applicable)) or stock exchange required disclosures as may be required in connection with this Agreement and the transactions contemplated hereby;

(5)constitute a violation of any Law applicable to Shareholder; or

(6)render any state takeover statute or similar statute or regulation applicable to the Merger, or any of the other Transactions.

(ii)No shareholder vote is required to approve (x) Shareholder’s execution and delivery of this Agreement or (y) the performance by Shareholder of any of its obligations hereunder.

(f)No Litigation.  On the date hereof, there is no suit, claim, action, investigation or proceeding pending that has been commenced by or against Shareholder or any order, judgment, ruling, subpoena or decree entered, issued, made or rendered by any Governmental Authority that could reasonably be expected to have the effect of preventing,

6

delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

(g)Receipt; Reliance.  Shareholder has received and reviewed a copy of the Merger Agreement and understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement and the representations, warranties and covenants contained herein.

5.02Representations and Warranties of Parent and Merger Sub.  Parent and Merger Sub, jointly and severally, represent and warrant to Shareholder, as of the date hereof and for so long as this Agreement remains in effect, as follows:

(a)Organization and Qualification.  Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey.

(b)Authority.  Each of Parent and Merger Sub has all requisite corporate power and authority and full legal capacity to enter into, execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(c)Due Execution and Delivery.  This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Shareholder, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

ARTICLE 6.

MISCELLANEOUS

6.01Termination.  This Agreement will terminate (a) on the earliest to occur of (i) the Effective Time, (ii) the date the Merger Agreement is validly terminated in accordance with its terms. (iii) the date the Share Purchase Agreement is validly terminated in accordance with its terms, and (iv) the date that is thirty (30) days after a Company Adverse Recommendation Change if such Company Adverse Recommendation Change continues to exist and has not been superseded by a Company Recommendation with respect to any amended or modified Takeover Proposal from Parent, or (b) by the mutual consent of Shareholder, on the one hand, and Parent and Merger Sub, on the oth er hand.  Notwithstanding the preceding sentence, this Article 6 shall survive any termination of this Agreement.  Nothing in this Article 6 shall relieve or otherwise limit the Liability of any party for any breach of this Agreement.

6.02Action in Shareholder Capacity Only.  The parties acknowledge that this Agreement is entered into by Shareholder in its capacity as owner of the Covered Shares and that nothing in this Agreement shall in any way restrict or limit any director, officer or other Representative of the Company from taking any action in his or her capacity as a director, officer or other Representative of the Company that is necessary for him or her to comply with his or her duties as a director or officer of the Company, including, without limitation, participating in his

7

or her capacity as a director, officer or other Representative of the Company in any discussions or negotiations in accordance and compliance with Section 5.2 of the Merger Agreement.

6.03Expenses.  Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated.

6.04Further Assurances.  Each party hereto will execute and deliver all such further documents and instruments and take all such further action as may be necessary or appropriate in order to consummate the transactions contemplated hereby.

6.05Publicity.  Shareholder shall consult with Parent and Merger Sub before issuing any press release or otherwise making any public statements with respect to this Agreement or the Merger Agreement or the other transactions contemplated hereby or thereby and shall not issue any such press release or make any such public statement before such consultation, except as may be required by Law or applicable stock exchange rules.

6.06Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any federal or state court located within the Borough of Manhattan of the City, County and State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided i n this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto.  The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c)Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

6.07Injunction; Specific Performance.  The parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement by Shareholder. It is accordingly agreed that Parent and Merger Sub shall be entitled, in addition to any other remedy to which they are entitled at Law or in equity, to specific performance and, without the securing or posting of any bond, guarantee or other undertaking, injunctive or other equitable relief as a remedy for any such breach, and to enforce compliance with those covenants of Shareholder contained in this Agreement.  In any action for specific performance, Shareholder shall waive the defen se of adequacy of a remedy at Law.

8

6.08Amendments and Waivers.  Any provision of this Agreement may be (a) waived by the party hereto benefited by the provision, but only in writing, or (b) amended or modified at any time, but only by a written agreement by the parties hereto.

6.09Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements among the parties hereto with respect to such matters.

6.10Notices.  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (which is confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to Parent or Merger Sub, to:

c/o Platinum Equity LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

Attention:  Eva Kalawski, General Counsel

Facsimile:  (310) 712-1863

with a copy (which shall not constitute notice) to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, NY 10022

Attention:  Luke P. Iovine, III, Esq.

Facsimile:  (212) 230-7649

If to Shareholder, to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention:  Shefali Shah

Facsimile:  (212) 739-1094

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  David E. Zeltner

Facsimile:  (212) 310-8007

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the

9

place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

6.11Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Any facsimile or portable document format copies hereof or signature hereon shall, for all purposes, be deemed originals.

6.12Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto.  Any assignment in violation of the foregoing shall be null and void.  Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

6.13Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable law in an acceptable ma nner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.14Third Party Beneficiaries.  This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6.15Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity will be cumulative and not alternative, and the exercise of any thereof by Parent or Merger Sub will not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or Merger Sub.

6.16Interpretation; Rules of Construction.

(a)The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  When a reference is made in this Agreement to an Article, Section, Exhibit or Annex, such reference is to an Article or Section of, or an Exhibit or Annex to, this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the wor ds “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this

10

Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

(b)The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[Signatures on following page]

11

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.

UTAH INTERMEDIATE HOLDING CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

UTAH MERGER CORPORATION
By:	/s/  Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President and Secretary

COMVERSE TECHNOLOGY, INC.
By:	/s/  Shefali Shah
	Name:	Shefali Shah
	Title:	SVP, General Counsel

[Signature page to Voting and Support Agreement]

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FOR ULTICOM:

Joe Hassett, Senior Vice President

Gregory FCA

877-217-3597

JoeH@GregoryFCA.com

Ulticom Inc. Agrees To Be Acquired By Affiliate of Platinum Equity

Ulticom Shareholders To Receive $8.07 Per Share

Mount Laurel, New Jersey – October 12, 2010 – Ulticom, Inc. (NASDAQ: ULCM) (“Ulticom” or “Company”) announced today that it has signed a definitive merger agreement with affiliates of Platinum Equity, LLC providing for the acquisition of Ulticom by an affiliate of Platinum Equity for merger consideration of $2.33 per share in cash, after payment of a special dividend in the amount of $5.74 per share in cash.  Shares held by Ulticom's controlling shareholder, Comverse Technology, Inc. ("Comverse") will be purchased by Platinum Equity’s affiliate pursuant to a separate share purchase agreement immediately prior to the closing of the merger.  Under the terms of the share purchase agreement, Comverse will receive up to $2.33 per share, with a portion of such amount to be deferred and at risk based on the Company’s financial performance post-closing.  The $8.07 per share to be received by shareholders represents approximately a 5% premium to the closing price of the Company's common stock on October 11, 2010 and approximately a 4% premium to the average closing price for the prior 30 days.

Under the terms of the definitive merger agreement, which was unanimously approved by Ulticom’s Board of Directors, Ulticom’s public shareholders will receive $2.33 per share in cash,

after payment of a special dividend by the Company of $5.74 per share.  The special dividend is subject to shareholder approval of the transaction and will be paid prior to the purchase of the Comverse shares and the merger, to shareholders of record at the close of business on November 24, 2010.  The Company anticipates that pursuant to NASD Rule 11140, the ex-dividend date will be the day after the dividend payment date. Accordingly, the stock will continue to trade with the right to receive the dividend after the record date.

The transaction is expected to close by the end of the Company’s fourth fiscal quarter of 2010 and is subject to customary closing conditions, regulatory approvals, approval by Ulticom's shareholders, including a majority of Ulticom shares that are not owned by Comverse, and payment of the special dividend.  The transaction is not conditioned on receipt of financing by the acquirer.  A special meeting of Company shareholders is currently scheduled for December 2, 2010 at 9 a.m. local time, to be held at the Enterprise Center at Burlington County College, 3331 Route 38, Mount Laurel, New Jersey 08054.  The Board of Directors of Ulticom has established a record date of the close of business on October 26, 2010 to determine shareholders entitled to vote at the special meeting.

 “After a careful and extensive review of our strategic alternatives, our Board of Directors has determined that the premium to the current market price provided by this transaction offers the best value for our stockholders,” said Shawn Osborne, Ulticom president and chief executive officer. “Furthermore, Platinum Equity’s financial resources and experience with communication and information technology companies will reinforce Ulticom’s ability to enhance our product portfolio and market position.”

2

“Ulticom has a solid reputation for quality and innovation, and is one of the premier providers of critical technology in wireless and broadband networks,” said Matt Young, Principal for Platinum Equity. “There is opportunity for growth as the demand for high-bandwidth services continues to evolve, and we’re eager to help Ulticom drive that growth.”

Morgan Keegan Technology Group acted as lead financial advisor to Ulticom and Duff & Phelps, LLC also provided a fairness opinion to Ulticom’s Board of Directors.  Weil, Gotshal & MangesLLP acted as legal counsel to Ulticom in the transaction and  Flaster/Greenberg P.C. acted as special New Jersey Counsel to Ulticom. Paul, Hastings, Janofsky & Walker LLP acted as legal counsel to Platinum Equity.

Additional information and where to find it

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when

3

available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions. Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010. Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.

About Ulticom, Inc.

Ulticom (www.ulticom.com) provides service essential signaling component and system solutions for wireless, wireline, and Internet communications. Ulticom's products are used by leading telecommunication equipment and service providers worldwide to deploy broadband mobile access, multimedia transport control, subscriber data management and enhanced communication services. Ulticom is headquartered in Mount Laurel, NJ with additional offices in the United States, Europe, and Asia.

About Platinum Equity

Platinum Equity (www.platinumequity.com) is a global M&A&O® firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers

4

in a broad range of business markets, including information technology, telecommunications, logistics, metals services, manufacturing and distribution. Since its founding in 1995 by Tom Gores, Platinum Equity has completed over 100 acquisitions with more than $27.5 billion in aggregate annual revenue at the time of acquisition.

Forward Looking Statements

Note:ThisPress Release contains “forward-looking statements” that involve risks and uncertainties, including statements relating to the Company’s future business performance and the proposed transactions with Platinum Equity.  Important factors that could cause actual results to differ materially include the timing of consummating the proposed transactions, the risk that a condition to closing of the proposed tr ansactions may not be satisfied and those  risks described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 20, 2010.  The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required by the federal securities laws.

5

EX-99.2 6 mm10-1110_8ke9902.htm EX.99.2 - LETTER TO EMPLOYEES

EXHIBIT 99.2

October 12, 2010

TO:	All Ulticom Employees
FROM:	Shawn Osborne
SUBJECT:	Acquisition of Ulticom

I am very pleased to announce that an affiliate of Platinum Equity, a California-based private equity firm, has signed a definitive agreement to acquire Ulticom and take the company private. A copy of the press release announcing this exciting news is attached.

This is a very exciting development that we believe will create significant opportunity for our company, employees and customers.

The transaction is subject to shareholder approval and customary closing conditions.  We expect the acquisition will be completed in 60 to 90 days.

Platinum is a global investment firm with a unique focus on business operations and a strong track record helping companies across many industries reach their full potential.  Platinum’s financial resources and operational expertise will open new doors and strengthen our ability to provide our customers with market leading products and services.

Platinum has deep roots in the software, information technology and telecommunications space.  The firm’s stewardship of companies like Altura, Matrix Business Technologies, CompuCom and Covad (now MegaPath) are just a few examples demonstrating Platinum’s commitment to helping organizations reach their potential by delivering world-class technology and communications solutions to a global customer base.

Ulticom’s immediate focus will remain on conducting business as usual. Our success over the years is in large part due to the hard work of our many dedicated employees.  You are the face of Ulticom to our customers, and these strong relationships as well as the innovative technologies for which you are responsible are the company’s most valuable assets.  Any change in ownership does not change the reality that our continued success and the opportunity for growth have always been dependent upon the ability of our employees to develop new products and meet the demands of our customers.

We know you will have questions, and we’ll try to answer them in as timely and forthright a manner as possible.  In an effort to keep you informed of current events and answer as many of your common questions as possible, we will be posting an FAQ page on the Ulticom SharePoint portal.  This FAQ page will be updated as the transaction is completed and a transition plan is developed.  However, if additional questions arise please direct them to Marie Berdini and we will work to provide an answer.

As always, thank you for your dedication, passion and expertise in making Ulticom an outstanding company.  Your management team is excited to work with you as we embark on this next chapter.

Where to find additional information

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the

stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions.  Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010.  Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by sec urity holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.

GRAPHIC 7 mm09-0910_logo.jpg begin 644 mm09-0910_logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#/\1?&#QMX M;\1:EH[76FW1LYFB\\V94N!WP&X^E=SXH\3^+O#_`,,M)\3)JEC+=R"-[F(V M7R.)=I4+\W&SD9_BSVKPWXE_\E(\1?\`7X_\A7LWQ*_Y(#I?_7&Q_P#05KOG M""Y++-_&`TZ]NK&"U@MVN95BM?FD`95V@EOEY?.?;WKA?B3X MH\7:?XMU30YO%-_<06S*JE-MON!0-R(P!_%CWQ6E^SU_R4*]_P"P7)_Z-BKG M/B]_R537_P#?C_\`1*5I&G!5W%+2P=#Z&TWQ/IGA3X6Z#JFL7#QP?8;=`0C. MSN8P0H`[G!Z_G5/X;_$:;Q_J6NXL4M;*R,/V?))D8/OY?MGY!P.F>]>8_$S0 M9Y/AKX3\0"_<6\>GVEH;+:=K,49M^DTG[(( MM^Q6;S=^_'W67IM/YUC[&#IN;>MPN>_?$&\\<6-M9W'@VSMKS#,+J*107'3: M5RPR.H..>14OP]U+Q)JFCW,WBC["E\L^Q8+5E)B7:#A]K,`QSG&&_A'XAUF:/*8L(Y4?;UVL#BOEOXM>/\` M5->\3ZCI,-S+!I-E,UNL$;$"9D)#,^/O9(.`>,8[U5\<^!KOX9W6BW5GJ!ZEXGN/&?P'O-5OIYTU?1[A+AWD=LSVADNO,D*"5`PPA(!)RQ''3UHCA;Q;D[6"Y]AQRQRJ3&ZN M`<$J>W& M<@]B`12>)=(U7PCXKN;&]NPVJ6K+(;F"5B2Q4,&#'!SR/>K^IZVY@N?9TMU; MP,%FGCC)&0'<#^=%&[+Q;H.C:QJ;2F\N-/@>1HRH#,4!)Y![FBN2RZL9 MX-\9?#-_I'CO4=1EMI/[/U"030W`4["2HW*3T!!!X],5-XG^*EMX@^&FF^%T MT^2*Z@6%9YV=2A$0P"F.>2!UQCWKZD>-)$*2(K*>H89!JFFBZ5'+YJ:99+)U MWK`H/YXKI6)5HJ2V%8\1_9^\,W]OJ.H>([JWD@M'MOLUNTJE?-RP9F&>H&T# M/O[5YU\3;N#5_B-K=]IT@NK621-DT7S*V(U4X/?D$?A7V`````!@=!2".,#` M10/3%*.):J.;06/$/%Z?\)%^SWI#:0?MO]GK;&Y6'YC'LCVN".N5W#/H.:\_ M^&'Q&M_A_-JK7%@]XMZD>!'(%963=CKV.\^_%?6"JJC"J`/854&DZ:MQ]H73 M[43]?,$*[OSQFE&O%1<9+1A8\#^-^M1ZWHWA(X6._DMS=SV:DLT`D1"`W'L1 M^%7/A'86?B/X8^)/"DERD5]17L>B_ M'6;Q+K^E:/IWA_R9KNY2.:26?S!&A/SD!0">,\GBO8KBUM[N/R[F"*9/[LB! MA^1IEM86=DNVTM((!Z11A?Y552O&IK*.H6/E?XL^"]0\.^+]0OC;R-I=_.]Q M%Z` M_@WX`W]EJ[K;ZMK-S%/':,?G`5X_EQZA5)/IG%9OP+OK72O%NJR:A.ELC:7( MP:7Y00K*[=?103]`:^FF17QN4''3(Z4&-#U13VZ5/UAN+BUN%CXQ\*7$5CXX MTB_NF,-I%J$^,G^D_%'5I8`98WBMV5D&0084P>*^L/+3 M&-BX],4>6F<[%S]*OZW[_-8+'._#^_M=0\`Z&]I.DRQ64,,FT_ -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.2

EXHIBIT 99.2

October 12, 2010

TO:	All Ulticom Employees
FROM:	Shawn Osborne
SUBJECT:	Acquisition of Ulticom

I am very pleased to announce that an affiliate of Platinum Equity, a California-based private equity firm, has signed a definitive agreement to acquire Ulticom and take the company private. A copy of the press release announcing this exciting news is attached.

This is a very exciting development that we believe will create significant opportunity for our company, employees and customers.

The transaction is subject to shareholder approval and customary closing conditions.  We expect the acquisition will be completed in 60 to 90 days.

Platinum is a global investment firm with a unique focus on business operations and a strong track record helping companies across many industries reach their full potential.  Platinum’s financial resources and operational expertise will open new doors and strengthen our ability to provide our customers with market leading products and services.

Platinum has deep roots in the software, information technology and telecommunications space.  The firm’s stewardship of companies like Altura, Matrix Business Technologies, CompuCom and Covad (now MegaPath) are just a few examples demonstrating Platinum’s commitment to helping organizations reach their potential by delivering world-class technology and communications solutions to a global customer base.

Ulticom’s immediate focus will remain on conducting business as usual. Our success over the years is in large part due to the hard work of our many dedicated employees.  You are the face of Ulticom to our customers, and these strong relationships as well as the innovative technologies for which you are responsible are the company’s most valuable assets.  Any change in ownership does not change the reality that our continued success and the opportunity for growth have always been dependent upon the ability of our employees to develop new products and meet the demands of our customers.

We know you will have questions, and we’ll try to answer them in as timely and forthright a manner as possible.  In an effort to keep you informed of current events and answer as many of your common questions as possible, we will be posting an FAQ page on the Ulticom SharePoint portal.  This FAQ page will be updated as the transaction is completed and a transition plan is developed.  However, if additional questions arise please direct them to Marie Berdini and we will work to provide an answer.

As always, thank you for your dedication, passion and expertise in making Ulticom an outstanding company.  Your management team is excited to work with you as we embark on this next chapter.

Where to find additional information

Ulticom intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transactions. When finalized, the proxy statement will be mailed to the

stockholders of Ulticom.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ulticom with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and stockholders of Ulticom may obtain free copies of the proxy statement (when available) and other documents filed by Ulticom with the SEC from Ulticom’s website at www.Ulticom.com.

Participants in the solicitation

Ulticom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ulticom’s stockholders in connection with the transactions.  Information about Ulticom’s directors and executive officers is set forth in the proxy statement on Schedule 14A for Ulticom’s 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and in the Annual Report on Form 10-K filed by Ulticom with the SEC on April 20, 2010.  Additional information regarding the participants in the solicitation, including a description of their direct and indirect interests, by sec urity holdings or otherwise, will be included in the proxy statement that Ulticom intends to file with the SEC.