8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 4, 2009

AXSYS TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-16182	11-1962029
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut	06067
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 257-0200

Not Applicable

(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.):

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

þ 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))

Item 1.01 Entry into a Material Definitive Agreement.

     On June 4, 2009, Axsys Technologies, Inc., a Delaware corporation (“Axsys”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“General Dynamics”), and Vision Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of General Dynamics’ parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Axsys will merge with and into Merger Sub (the “Merger”), with Axsys continuing as the surviving corporation (“Surviving Corporation”) and as a wholly owned subsidiary of General Dynamics’ parent.

     At the effective time and as a result of the Merger, each share of Axsys common stock (including each restricted share, which will fully vest) will be converted into the right to receive $54.00 in cash payable by General Dynamics. The closing price of Axsys common stock on June 3, 2009, the latest trading day prior to announcement of the Merger Agreement, was $50.00. Each outstanding Axsys stock option (whether vested or unvested) will be converted into the right to receive a cash payment equal to the excess, if any, of $54.00 over the exercise price of such option.

     Axsys has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to conduct its businesses in the ordinary course between the execution and delivery of the Merger Agreement and the consummation of the Merger and not to engage in certain kinds of transactions during such period. In addition, Axsys made certain other customary covenants, including, among others, covenants, subject to certain exceptions, (A) to cause a stockholders meeting to be held to consider adopting the Merger Agreement, (B) for its Board of Directors to recommend adoption by Axsys’ stockholders of the Merger Agreement and the transactions contemplated by the Merger Agreement, (C) not to solicit proposals relating to alternative business combination transactions and (D) not to enter into discussions concerning or provide confidential information in connection with alternative business combination transactions.

     Consummation of the Merger is subject to customary conditions, including, among others, (i) approval of Axsys’ stockholders, (ii) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (iii) absence of any order or injunction prohibiting the consummation of the Merger, (iv) subject to certain exceptions, the accuracy of representations and warranties with respect to Axsys’ business and compliance by Axsys with its covenants contained in the Merger Agreement and (v) stockholders owning no more than 12% of Axsys outstanding common stock dissent from the Merger.

     The Merger Agreement contains certain termination rights for both Axsys and General Dynamics, and further provides that, in connection with the termination of the Merger Agreement under specified circumstances, Axsys may be required to pay General Dynamics a termination fee of $23.6 million and/or reimburse certain out-of-pocket expenses up to $2 million.

     The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated into this report by this reference.

     Axsys’ Chairman of the Board and Chief Executive Officer, Stephen W. Bershad and a holding corporation controlled by Mr. Bershad, who collectively beneficially own approximately 14.5% of Axsys’ outstanding common stock, have agreed, among other things, to vote their shares in favor of the adoption of the Merger Agreement pursuant to the terms of a voting agreement entered into with Merger Sub and General Dynamics (the “Voting Agreement”). The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated into this report by this reference.

Item 8.01 Other Events

     On June 4, 2009, Axsys disseminated a memorandum to its employees discussing the announcement of the signing of the Merger Agreement. A copy of the memorandum is attached hereto as Exhibit 99.2 and incorporated into this report by this reference.

*  *  *

Forward-Looking Statements

     This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words such as “expect,” “anticipate,” “plan,” “may,” “will,” “estimate” or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors, which could cause actual results to differ materially, including, without limitation: the ability to obtain regulatory approvals of the acquisition on the proposed terms and schedule; the failure of Axsys’ stockholders to approve the acquisition; the risk that the acquisition may not be completed in the time frame expected by the parties or at all; the risk that the businesses will not be integrated successfully; and disruptions from the acquisition making it more difficult to maintain relationships with customers, employees or suppliers. Additional factors that may affect future results are described in Axsys’ reports on Form 10-K and Form 10-Q filed with the SEC.

Additional Information

     In connection with the proposed transaction, Axsys will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the proxy statement, as well as other filings containing information

about Axsys, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Axsys with the SEC can also be obtained, free of charge, by directing a request to Axsys Technologies, Inc., 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067, Attention: Director of Investor Relations.

Participants in the Solicitation

          The directors and executive officers of Axsys and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Axsys’ directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 17, 2009 and its Proxy Statement on Schedule 14A filed with the SEC on March 20, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated June 4, 2009, by and among General Dynamics, Axsys and Merger Sub*
10.1	Voting Agreement, dated June 4, 2009, by and among General Dynamics, Merger Sub, SWB Holding Corporation and Stephen W. Bershad
99.1	Press release issued jointly by Axsys and General Dynamics, dated June 4, 2009
99.2	Memorandum to Axsys employees, transmitted June 4, 2009

*   Certain exhibits and schedules have been omitted, and Axsys agrees to furnish supplementally to the Commission a copy of any omitted exhibits or schedules upon request.

SIGNATURES

     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.

AXSYS TECHNOLOGIES, INC.
By:	/s/ David A. Almeida
	Name:	David A. Almeida
	Title:	Chief Financial Officer

Date: June 4, 2009

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated June 4, 2009, by and among General Dynamics, Axsys and Merger Sub*
10.1	Voting Agreement, dated June 4, 2009, by and among General Dynamics, Merger Sub, SWB Holding Corporation and Stephen W. Bershad
99.1	Press release issued jointly by Axsys and General Dynamics, dated June 4, 2009
99.2	Memorandum to Axsys employees, transmitted June 4, 2009

*   Certain exhibits and schedules have been omitted, and Axsys agrees to furnish supplementally to the Commission a copy of any omitted exhibits or schedules upon request.

EX-2.1

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

DATED AS OF JUNE 4, 2009

BY AND AMONG

GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC.,

VISION MERGER SUB, INC.

AND

AXSYS TECHNOLOGIES, INC.

TABLE OF CONTENTS

	PAGE
ARTICLE I DEFINITIONS; INTERPRETATION		1
1.01 Definitions		1
1.02 Interpretation		10
ARTICLE II THE MERGER		11
2.01 The Merger		11
2.02 Closing		11
2.03 Effective Time		11
2.04 Effects of the Merger		11
2.05 Certificate of Incorporation and Bylaws		12
2.06 Directors and Officers		12
2.07 Conversion or Cancellation of Shares		12
2.08 Exchange of Certificates; Payment of the Merger Consideration		12
2.09 Stock Incentives		15
2.10 Appraisal Rights		16
2.11 Withholdings		17
2.12 Section 16 Matters		17
2.13 Further Action		17
ARTICLE III REPRESENTATIONS AND WARRANTIES		18
3.01 Representations and Warranties about the Company		18
3.02 Representations and Warranties about Parent and Merger Sub		37
ARTICLE IV COVENANTS AND AGREEMENTS TO BE PERFORMED PRIOR TO THE CLOSING		40
4.01 Conduct of Business of the Company		40
4.02 [Reserved]		43
4.03 Additional Reports		43
4.04 Reasonable Best Efforts; Antitrust Filings; Cooperation		44
4.05 Stockholder Approvals		45
4.06 Proxy Statement		46
4.07 Press Releases		47
4.08 Access; Information		47
4.09 No Solicitation		48
4.10 Takeover Laws and Provisions		52
4.11 Control of Operations		52
4.12 Stockholder Litigation		52

	PAGE
4.13 Notification of Certain Matters		52
4.14 Voting Agreement		53
4.15 Release of Confidentiality and Standstill Obligations		53
ARTICLE V COVENANTS AND AGREEMENTS TO BE PERFORMED FOLLOWING THE CLOSING		53
5.01 Indemnification		53
5.02 Employee Matters		55
ARTICLE VI CONDITIONS TO THE MERGER		56
6.01 Conditions to Each Party’s Obligation to Effect the Merger		56
6.02 Conditions to the Obligation of the Company		56
6.03 Conditions to the Obligation of Parent and Merger Sub		57
ARTICLE VII TERMINATION		58
7.01 Termination		58
7.02 Effect of Termination		59
7.03 Termination Fee		60
ARTICLE VIII MISCELLANEOUS		61
8.01 Survival		61
8.02 Waiver; Amendment; Extension of Time		61
8.03 Counterparts; Electronic Transmission		62
8.04 Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial		62
8.05 Specific Performance		62
8.06 Disclosure Schedule		63
8.07 Notices		63
8.08 Entire Understanding; No Third Party Beneficiaries		64
8.09 Severability		64
8.10 Assignment; Successors		65
8.11 Expenses		65
8.12 Disclaimer		65
8.13 Guaranty		65
Exhibit A Form of Voting Agreement
Exhibit B Certificate of Incorporation of the Surviving Corporation
Schedule A Company Disclosure Schedule

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 4, 2009, is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“Parent”), Vision Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Axsys Technologies, Inc., a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, the Board of Directors of each of the Company, Parent and Merger Sub has approved this Agreement and deemed it advisable and in the best interests of their respective companies and stockholders to consummate the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth herein, and have unanimously adopted resolutions adopting, approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated hereby;

     WHEREAS, as a condition and inducement to Parent and Merger Sub entering into this Agreement, certain stockholders of the Company are entering into a Voting Agreement with Parent and Merger Sub simultaneously with the execution and delivery of this Agreement in substantially the form attached hereto as Exhibit A (the “Voting Agreement”), whereby, among other things, such stockholders have agreed, upon the terms and subject to the conditions set forth therein, to vote their shares of Company Common Stock in favor of adoption of this Agreement; and

     WHEREAS, pursuant to the Merger, shares of the common stock, par value $.01 per share, of the Company (“Company Common Stock”) (all such shares of Company Common Stock being hereinafter referred to as the “Shares”), will be, except as otherwise provided herein, converted into the right to receive the Merger Consideration (as defined herein) in the manner set forth herein, and the Company will become an indirect, wholly-owned subsidiary of Guarantor.

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, on the terms and subject to the conditions set forth in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

Definitions; Interpretation

     1.01 Definitions. This Agreement uses the following definitions:

     “Acquisition Proposal” means, other than the Transactions, any inquiry, proposal, indication of interest or offer (whether written or oral) with respect to any direct or indirect: (a) purchase or sale of an equity interest (including by means of a tender or exchange offer) representing more than fifteen percent (15%) of the voting power in the Company or any of its

Significant Subsidiaries; (b) merger, consolidation, other business combination, reorganization, recapitalization, share exchange, dissolution, liquidation or similar transaction involving the Company or any of its Significant Subsidiaries; or (c) purchase or sale of assets, businesses, securities or ownership interests (including the securities of any Significant Subsidiary of the Company) representing more than fifteen percent (15%) of the consolidated assets of the Company and its Subsidiaries.

     “Agreement” has the meaning assigned in the Preamble.

     “Anti-Bribery Laws” has the meaning assigned in Section 3.01(j)(5).

     “Antitrust Authorities” means the Antitrust Division, the FTC and any other Governmental Authority of any other jurisdiction (whether United States, foreign or multinational) responsible for implementing the Antitrust Laws.

     “Antitrust Division” has the meaning assigned in Section 4.04(b).

     “Antitrust Filings” has the meaning assigned in Section 4.04(b).

     “Antitrust Laws” means the HSR Act and any other applicable competition, merger control, antitrust or similar Laws.

     “Benefit Arrangement” means, with respect to the Company, each of the following (a) under which any of its employees, former employees or any of its directors has any right to benefits, (b) that is sponsored, maintained or contributed to by it or its ERISA Affiliates or (c) under which it or its ERISA Affiliates has any liability: each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each stock purchase, stock option, equity-based grants, severance, employment, post-employment, change-in-control, fringe benefit, bonus, incentive, retirement, deferred compensation, welfare, paid time off benefits and other employee benefit plan, agreement, program, policy or other arrangement (with respect to any of the preceding, whether or not subject to ERISA).

     “Business Combination Law” means Section 203 of the DGCL.

     “Business Day” means any day other than a day on which banks in the State of Delaware are required or authorized to be closed.

     “Certificate” means a certificate issued by the Company to a Company Stockholder representing Shares held by such Company Stockholder.

     “Certificate of Merger” has the meaning assigned in Section 2.03.

     “Closing” has the meaning assigned in Section 2.02.

     “Closing Date” has the meaning assigned in Section 2.02.

     “Code” means the Internal Revenue Code of 1986, as amended.

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     “Company” has the meaning assigned in the Preamble.

     “Company Board” means the Board of Directors of the Company.

     “Company Board Change of Recommendation” has the meaning assigned in Section 4.09(f).

     “Company Board Recommendation” has the meaning assigned in Section 3.01(c)(2).

     “Company Common Stock” has the meaning assigned in the Recitals.

     “Company IP Assets” has the meaning assigned in Section 3.01(p)(1).

     “Company Preferred Stock” means the preferred stock, par value $.01 per share, of the Company.

     “Company Regulatory Filings” has the meaning assigned in Section 3.01(g)(1).

     “Company Restricted Share” has the meaning assigned in Section 2.09(a)(2).

     “Company Restricted Share Consideration” has the meaning assigned in Section 2.09(a)(2).

     “Company Stock Option” has the meaning assigned in Section 2.09(a)(1).

     “Company Stock Option Consideration” has the meaning assigned in Section 2.09(a)(1).

     “Company Stock Plan” means the Company’s Amended and Restated Long-Term Stock Incentive Plan.

     “Company Stock-Based Award” means each right of any kind, whether vested or unvested, contingent or accrued, to acquire or receive Company Common Stock (other than Company Stock Options or Company Restricted Shares) or to receive benefits measured by the value of a number of Shares, that may be held, awarded, outstanding, credited, payable or reserved for issuance under the Company Stock Plan.

     “Company Stock-Based Award Consideration” has the meaning assigned in Section 2.09(a)(3).

     “Company Stockholder Approval” has the meaning assigned in Section 3.01(b).

     “Company Stockholders” has the meaning assigned in Section 3.01(c)(2).

     “Confidentiality Agreement” means the letter agreement, dated April 13, 2009, by and between Guarantor and the Financial Advisor (as agent-in-fact for the Company).

     “Constituent Documents” means the charter or articles or certificate of incorporation and bylaws of a corporation, the certificate of partnership and partnership agreement of a general or limited partnership, the certificate of formation and limited liability company agreement of a

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limited liability company, the trust agreement of a trust and the comparable documents of other legal entities.

     “Covered Employees” has the meaning assigned in Section 5.02(a).

     “DGCL” means the General Corporation Law of the State of Delaware.

     “Disbursing Agent” has the meaning assigned in Section 2.08(a).

     “Disclosure Schedule” has the meaning assigned in Section 8.06.

     “Dissenting Shares” has the meaning assigned in Section 2.10(a).

     “Dissenting Stockholders” has the meaning assigned in Section 2.10(a).

     “Effective Time” has the meaning assigned in Section 2.03.

     “Environmental Laws” means all applicable Laws regulating, relating to, or imposing liability or standards of conduct concerning pollution, protection of the environment or worker safety.

     “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” has the meaning assigned in Section 3.01(m)(3).

     “Exception Shares” means, collectively, shares of Company Common Stock owned or held by the Company, Guarantor, Parent, Merger Sub and any of their respective Subsidiaries, including any such shares held as treasury stock of the Company; provided, however, that Shares of Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company, Parent, Merger Sub or any of their respective Subsidiaries, will not be deemed to be Exception Shares, regardless of whether the Company, Guarantor, Parent, Merger Sub or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares.

     “Exchange Act” means the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

     “Expense Reimbursement” has the meaning assigned in Section 7.03(a).

     “Financial Advisor” has the meaning assigned in Section 3.01(t).

     “Financial Statements” has the meaning assigned in Section 3.01(g)(1).

     “FTC” has the meaning assigned in Section 4.04(b).

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

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     “Government Contract” has the meaning assigned in Section 3.01(k)(3).

     “Governmental Authority” means any court, administrative agency, bureau, board, department, official, political subdivision, tribunal or commission or other governmental authority or instrumentality, whether domestic or foreign.

     “Grant Date” has the meaning assigned in Section 3.01(e)(4).

     “Guarantor” means General Dynamics Corporation, a Delaware corporation.

     “Hazardous Materials” means any hazardous or toxic substances, materials, wastes, pollutants or contaminants, including those defined or regulated as such under any Environmental Law, and any other substance the presence of which may give rise to liability under any Environmental Law.

     “HSR Act” means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

     “HSR Filing” has the meaning assigned in Section 4.04(b).

     “Import and Export Control Laws” has the meaning assigned in Section 3.01(j)(4).

     “Indemnified Party” has the meaning assigned in Section 5.01(b).

     “Insurance Policy” has the meaning assigned in Section 3.01(r).

     “Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) patents, patent applications, patent disclosures and inventions; (b) trademarks, service marks, trade dress, trade names, corporate names and Internet domain names; (c) copyrights; (d) registrations for and applications to register any of the foregoing; (e) computer software (other than commercial off-the-shelf software); (f) trade secrets, confidential information and know-how; and (g) any other intellectual property rights.

     “Intervening Event” has the meaning assigned in Section 4.09(f).

     “IP Assets” has the meaning assigned in Section 3.01(p)(1).

     “IP Licenses” has the meaning assigned in Section 3.01(p)(4).

     “Knowledge” means or has reference to, respectively, the actual knowledge of the executive officers of the Company or Parent, as the case may be, after reasonable inquiry and investigation with respect to the matter(s) referenced.

     “Laws” means all federal, state, local and foreign laws, statutes, rules, regulations, ordinances, codes, licenses, permits, Orders or requirements issued, enacted, adopted, promulgated or otherwise implemented or put into effect by any Governmental Authority (including common law or the interpretation thereof).

     “Leased Property” has the meaning assigned in Section 3.01(q)(2).

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     “Leases” has the meaning assigned in Section 3.01(q)(2).

     “Lien” means any mortgage, pledge, security interest, lien or similar encumbrance.

     “Matching Agreement” has the meaning assigned in Section 4.09(g).

     “Material Adverse Effect” means:

     (a) with respect to the Company, any change, effect, event, occurrence, state of facts, development or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on, (i) the condition (financial or otherwise), assets, liabilities, results of operations or business of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement or to consummate the Transactions by the Termination Date, excluding in each case solely for purposes of clause (i) the impact of (1) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to U.S. publicly owned business organizations generally or changes after the date of this Agreement in Laws, (2) changes or developments in general economic or political conditions, including acts of war (whether or not declared), sabotage, insurrection, terrorism and armed hostilities, (3) changes in any financial, banking, credit or securities markets (including any disruption thereof), (4) changes in the stock price or trading volume of the Shares (it being understood that the facts or circumstances giving rise to or contributing to such change in stock price or trading volume, if not otherwise excluded under this clause (a), may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect with respect to the Company), (5) general changes in industries in which the Company operates, (6) natural disasters, (7) any failure of the Company to meet revenue, backlog or earnings projections or forecasts (whether internal or published by the Company or third parties) or any decline in the Company’s credit rating (it being understood that the facts or circumstances giving rise to or contributing to such failure to meet revenue, backlog or earnings projections or forecasts or decline in the Company’s credit rating, if not otherwise excluded under this clause (a), may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect with respect to the Company), (8) changes resulting from the announcement of this Agreement or the consummation of the Transactions or (9) any effect arising out of any action taken or omitted to be taken by the Company with the prior written consent of Parent or Merger Sub, except to the extent in the case of clauses (1), (2), (3), (5) or (6) that such change, effect, event, occurrence, state of facts, development or circumstance materially and disproportionately has had, or would reasonably be expected to have, a greater adverse impact on the Company and its Subsidiaries, taken as a whole, as compared to the adverse impact on the competitors of the Company and its Subsidiaries, but taking into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect with respect to the Company only such materially disproportionate greater adverse impact; and

     (b) with respect to Parent or Merger Sub, any change, effect, occurrence, state of facts, development or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a material and adverse effect on the ability of Parent or Merger Sub to perform their respective obligations under this Agreement or to consummate the Transactions by the Termination Date.

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     “Material Contract” has the meaning assigned in Section 3.01(k)(1).

     “Material Customers” has the meaning assigned in Section 3.01(v).

     “Material Suppliers” has the meaning assigned in Section 3.01(v).

     “Merger” has the meaning assigned in the Recitals.

     “Merger Consideration” has the meaning assigned in Section 2.07(a).

     “Merger Sub” has the meaning assigned in the Preamble.

     “Merger Sub Common Stock” means the common stock, par value $.01 per share, of Merger Sub.

     “Modified Superior Proposal” has the meaning assigned in Section 4.09(g).

     “Nasdaq” means The Nasdaq Stock Market, Inc.

     “Notice of Superior Proposal” has the meaning assigned in Section 4.09(g).

     “Order” means, with respect to any Person, any order, writ, judgment, injunction, decree, ruling, stipulation or award by, or subject to, any Governmental Authority or arbitrator that is binding upon or applicable to such Person or its property.

     “Ordinary Course of Business” means an action taken or not taken with respect to the business of the Company and its Subsidiaries that is consistent with the reasonably recent past practices of the Company and its Subsidiaries (including with respect to quantity, nature, magnitude and frequency) and is taken in the ordinary course of the normal and recurring operations of the Company and its Subsidiaries.

     “Parent” has the meaning assigned in the Preamble.

     “Parent Approval” has the meaning assigned in Section 3.02(b).

     “Party” means Parent, Merger Sub or the Company, as the context requires.

     “Permitted Lien” means any Lien (a) disclosed in the consolidated financial statements of the Company and its Subsidiaries or the notes thereto set forth in the most recent Company Regulatory Filing publicly available at least one Business Day prior to the date of this Agreement or securing liabilities reflected on such financial statements, (b) incurred in the Ordinary Course of Business since the date of such financial statements and which is not material in amount or nature, (c) for Taxes not yet due and payable or that are being contested in good faith and reserved for on such financial statements in accordance with GAAP, or (d) that is a carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s, landlord’s or other similar lien arising in the Ordinary Course of Business and which is not material in amount or nature.

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     “Person” means any individual, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization and is intended to be interpreted broadly.

     “Previously Disclosed” means (a) information set forth by the Company in the applicable paragraph of the Disclosure Schedule, or any other paragraph of the Disclosure Schedule (so long as it is reasonably clear from the context that the disclosure in such other paragraph of the Disclosure Schedule is also applicable to the Section of this Agreement in question) or (b) except with respect to Sections 3.01(a) through 3.01(f) and Section 3.01(s), information set forth in those Company Regulatory Filings (including any schedules and exhibits thereto) filed with the SEC and publicly available during the period beginning on December 31, 2007 and ending on the Business Day prior to the date of this Agreement, so long as it is reasonably clear from the context that the disclosure in those Company Regulatory Filings is applicable to the Section of this Agreement in question (but not including any disclosures set forth in any section of any such Company Regulatory Filing entitled “Risk Factors”, “Cautionary Factors That May Affect Future Results”, “Forward-Looking Statements” or “Qualitative and Quantitative Disclosures About Market Risk” or any other disclosures included in any such Company Regulatory Filing that are general cautionary, predictive or forward-looking in nature), without giving effect to any amendment to any such Company Regulatory Filing filed on or after the date of this Agreement.

     “Proxy Statement” means the proxy statement, including the form of proxy, the letter to stockholders and the notice of meeting, as the case may be, to be provided to the Company Stockholders for the purpose of obtaining the Company Stockholder Approval in connection with the Merger (including any amendments or supplements thereto) and any schedules required to be filed with the SEC in connection therewith.

     “Representatives” means, with respect to any Person, such Person’s directors, officers, employees, legal or financial advisors, accountants, representatives and agents.

     “Rights” means subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, or other similar rights, agreements or commitments relating to the issuance of capital stock obligating the Company or any of its Subsidiaries to (a) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (b) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement, arrangement or commitment to repurchase, (c) redeem or otherwise acquire any such shares of capital stock or other equity interests or (d) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries.

     “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

     “SEC” means the U.S. Securities and Exchange Commission.

     “Securities Act” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder.

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     “Shares” has the meaning assigned in the Recitals.

     “Stockholders’ Meeting” has the meaning assigned in Section 4.05(a).

     “Subsidiary” and “Significant Subsidiary” have the respective meanings ascribed to those terms in Rule 1-02 of Regulation S-X promulgated by the SEC.

     “Superior Proposal” means a bona fide written Acquisition Proposal (with all references to “fifteen percent (15%)” in the definition thereof deemed to be “a majority” for the purposes of this definition) made by any Person that (a) is not received in violation of Section 4.09, (b) is fully financed, (c) is on terms that the Company Board determines in good faith, after consultation with the Company’s financial and legal advisors, and in light of all relevant circumstances as the Company Board in good faith considers to be appropriate (including the conditionality, regulatory aspects, time likely to be required to consummate such Acquisition Proposal and the likelihood of success of such Acquisition Proposal), are more favorable to the Company and its stockholders from a financial point of view than the Transactions, and (d) is reasonably likely to be consummated according to its terms.

     “Surviving Corporation” has the meaning assigned in Section 2.01.

     “Takeover Laws” has the meaning assigned in Section 3.01(s).

     “Takeover Provisions” has the meaning assigned in Section 3.01(s).

     “Tax” and “Taxes” means all federal, state, local or foreign taxes, levies or other assessments, however denominated, including all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, excise, estimated, severance, stamp, occupation, property, unemployment or other taxes, custom duties, fees, assessments or similar charges, together with any interest, penalties and additions to tax imposed by any Governmental Authority, including any transferee, successor or secondary liability for any such tax and any liability assumed by contract or arising as a result of being or ceasing to be a member of any affiliated group, or similar group under state, provincial, local or foreign Law, or being included or required to be included in any income Tax Return relating thereto.

     “Tax Returns” means a report, return or other information required to be filed with a taxing authority with respect to Taxes (including any amendments and schedules thereto).

     “Termination Date” has the meaning assigned in Section 7.01(f).

     “Termination Fee” has the meaning assigned in Section 7.03(a).

     “Transactions” has the meaning assigned in Section 3.01(c)(2).

     “Voting Agreement” has the meaning assigned in the Recitals.

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     1.02 Interpretation.

     (a) In this Agreement, except as the context may otherwise require, references:

     (1) to the Preamble, Recitals, Sections, Exhibits or Schedules are to the Preamble to, a Recital or Section of, or Exhibit or Schedule to, this Agreement, as applicable;

     (2) to this Agreement are to this Agreement and the Exhibits and Schedules to it taken as a whole;

     (3) to any agreement (including this Agreement), contract or Law are to the agreement, contract or Law as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof);

     (4) to any section of any Law include any successor to that section;

     (5) to any Governmental Authority include any successor to that Governmental Authority;

     (6) to the date of this Agreement are to the date set forth in the Preamble; and

     (7) to “$” are to United States Dollars.

     (b) The table of contents and Article and Section headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement.

     (c) The words “include,” “includes” or “including” and any other variations thereof as used in this Agreement are to be deemed followed by the words “without limitation.”

     (d) The words “herein,” “hereof,” “hereunder” and similar terms as used in this Agreement are to be deemed to refer to this Agreement as a whole and not to any specific Section.

     (e) This Agreement is the product of negotiation by the Parties, which have had the assistance of counsel and other advisors. The Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other Party.

     (f) No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or omit to take any action, to the extent such action or omission would violate applicable Law.

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     (g) Whenever the context requires, terms defined in this Agreement in the singular will be deemed to include the plural and vice versa.

     (h) The word “extent” in the phrase “to the extent” as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean “if.”

     (i) With respect to this Agreement and the Voting Agreement, when calculating the period of time before which, within which or following which any act is to be done or step taken, the date that is the reference date in beginning the calculation of such period will be excluded (for example, if an action is to be taken within two (2) days of a triggering event and such event occurs on a Tuesday, then the action must be taken by the end of the day on Thursday). If the last day of such period is not a Business Day, the period in question will end on the next succeeding Business Day.

ARTICLE II

The Merger

     2.01 The Merger. At the Effective Time, the Company and Merger Sub shall consummate the Merger, pursuant to which (a) the separate corporate existence of Merger Sub will terminate, (b) the Company will be the surviving corporation (the “Surviving Corporation”) and will continue its corporate existence under the Laws of the State of Delaware and will become an indirect, wholly-owned Subsidiary of Guarantor and (c) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger.

     2.02 Closing. The closing of the Merger (the “Closing”) will take place at the offices of Jones Day, 901 Lakeside Avenue, Cleveland, Ohio, at 10:00 a.m. prevailing Eastern time, on the second Business Day (unless the Parties agree to another time or date) 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 fulfillment or waiver of those conditions (the “Closing Date”).

     2.03 Effective Time. On the Closing Date, the Parties shall cause the Merger to be consummated by executing and delivering a certificate of merger (the “Certificate of Merger”) to the Secretary of State of the State of Delaware for filing in accordance with Section 103 of the DGCL. The Parties will make any and all other filings or recordings required under the DGCL, and the Merger will become effective when the Certificate of Merger is filed in the office of the Secretary of State of the State of Delaware, or at such later date or time as Parent and the Company mutually agree and specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being referred to herein as the “Effective Time”).

     2.04 Effects of the Merger. At the Effective Time, the Merger will have the effects set forth in this Agreement and prescribed by the DGCL and any other applicable Law. Without limiting the generality of the foregoing, as of the Effective Time, the Surviving Corporation will succeed to all of the properties, rights, privileges, powers, franchises and assets of the Company

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and Merger Sub, and all debts, liabilities and duties of the Company and Merger Sub will become debts, liabilities and duties of the Surviving Corporation.

     2.05 Certificate of Incorporation and Bylaws.

     (a) At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended in the Merger to read in its entirety as set forth on Exhibit B, and as so amended, will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to the requirements of Section 5.01).

     (b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Corporation until thereafter amended as provided therein, by the certificate of incorporation of the Surviving Corporation or by applicable Law (subject to the requirements of Section 5.01).

     2.06 Directors and Officers. The directors and officers of Merger Sub immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation as of the Effective Time.

     2.07 Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any of the following securities:

     (a) Each Share issued and outstanding immediately prior to the Effective Time, other than Exception Shares (which will be canceled and cease to exist with no payment or distribution being made with respect thereto), Company Restricted Shares (which will be treated in accordance with Section 2.09(a)(2)) and Dissenting Shares (which will be treated in accordance with Section 2.10), will be converted into and constitute the right to receive cash in an amount equal to $54.00, without interest (the “Merger Consideration”), payable to the holder thereof in the manner provided in Section 2.08. At the Effective Time, all Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.07(a) will no longer be outstanding and will be canceled and will cease to exist, and each holder of a Certificate that immediately prior to the Effective Time represented such Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange therefor in accordance with Section 2.08.

     (b) Each issued and outstanding share of Merger Sub Common Stock will be converted into one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation, and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

     2.08 Exchange of Certificates; Payment of the Merger Consideration.

     (a) Appointment of Disbursing Agent. Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with a disbursing agent agreed upon by Parent

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and the Company (the “Disbursing Agent”) cash in an amount sufficient to allow the Disbursing Agent to pay the aggregate Merger Consideration payable pursuant to Section 2.07(a) in exchange for outstanding Shares. Any income from investment of such funds, which investment will be in accordance with the instructions of Parent, will be payable solely to Parent (or its designee). Parent shall be obligated to, from time to time, deposit any additional funds necessary to make all payments that may be required pursuant to Section 2.07(a). Any such cash remaining in the possession of the Disbursing Agent six (6) months after the Effective Time (together with any earnings in respect thereof) will be delivered by the Disbursing Agent to Parent (or its designee), and any holder of Certificates immediately prior to the Effective Time who has not theretofore exchanged such Certificates pursuant to this Article II will thereafter be entitled to look exclusively to Parent and/or the Surviving Corporation, and only as a general creditor thereof, for the consideration to which such holder may be entitled upon exchange of such Certificates pursuant to Section 2.07(a). Notwithstanding the foregoing, neither the Disbursing Agent nor any Party will be liable to any holder of Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. After any remaining cash has been delivered by the Disbursing Agent to Parent pursuant to this Section 2.08(a), in the event any Certificate has not been surrendered for the consideration to which such holder may be entitled prior to the date that such Certificate, or the consideration payable upon the surrender thereof, would otherwise escheat to or become the property of any Governmental Authority, then the consideration otherwise payable upon the surrender of such Certificate will, to the extent permitted by applicable Law, become the property of Parent, free and clear of all Liens, rights, interests and adverse claims of any Person. The consideration paid in accordance with the terms of this Article II in respect of Certificates that have been surrendered in accordance with the terms of this Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented thereby. Notwithstanding anything herein to the contrary, the exchange procedures described in this Section 2.08 will not apply to Company Restricted Shares and the Company Restricted Share Consideration, and the Disbursing Agent will not act as disbursing agent for the Company Restricted Shares.

     (b) Exchange Procedures. As contemplated by Section 2.08(a) above, promptly after the Effective Time, but in no event more than two (2) Business Days thereafter, Parent shall cause the Disbursing Agent to mail or deliver to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock, a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to Certificates will pass, only upon proper delivery of such Certificates to the Disbursing Agent and will be in such form and have such other customary provisions as Parent reasonably specifies) containing instructions for use in effecting the surrender of Certificates in exchange for the consideration to which such Person is entitled pursuant to Section 2.07(a). Upon surrender to the Disbursing Agent of a Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and all other documents required by the Disbursing Agent, the holder of such Certificate will promptly be provided in exchange therefor cash in the amount to which such holder is entitled pursuant to Section 2.07(a), and the Certificate so surrendered will forthwith be

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canceled. No interest will accrue or be paid with respect to any consideration to be delivered upon surrender of Certificates.

     (c) Transfer to Holder other than Existing Holder. If any cash payment is to be made pursuant to Section 2.07(a) in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of such payment that (1) the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such payment in a name other than that of the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting Person, or shall establish to the reasonable satisfaction of the Disbursing Agent that any such Tax has been paid or is inapplicable, and (2) the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer.

     (d) Transfers. At the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers of Company Common Stock or Certificates that were outstanding immediately prior to the Effective Time on the stock transfer books of the Company. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Article II, subject to applicable Laws in the case of Dissenting Shares.

     (e) Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Disbursing Agent, the posting by such Person of a bond in such reasonable amount as Parent or the Disbursing Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent or the Disbursing Agent shall, in exchange for such lost, stolen or destroyed Certificate, pay or cause to be paid the consideration deliverable in respect of Company Common Stock formerly represented by such Certificate pursuant to Section 2.07(a).

     (f) Return of Merger Consideration for Dissenting Shares. Any portion of the Merger Consideration deposited by Parent with the Disbursing Agent pursuant to Section 2.08(a) in respect of any Dissenting Shares will be returned to Parent (or its designee) upon demand.

     (g) Cessation of Rights. From and after the Effective Time, the holders of Certificates will cease to have any rights as stockholders of the Surviving Corporation, except as otherwise expressly provided in this Agreement or by applicable Law, and Parent will be entitled to treat each Certificate that has not yet been surrendered for exchange solely as evidence of the right to receive the consideration into which the Company Common Stock formerly evidenced by such Certificate has been converted pursuant to the Merger.

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     2.09 Stock Incentives.

     (a) Company Stock Options; Company Restricted Shares; Company Stock-Based Awards.

     (1) Each option to purchase Company Common Stock granted under the Company Stock Plan (each, a “Company Stock Option”) outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested), by virtue of the Merger and without any action on the part of any holder of any Company Stock Option, will become fully vested and exercisable immediately prior to, and then will be canceled automatically at, the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, if any (and without interest), equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per share of the Company Common Stock subject to such Company Stock Option and (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to its cancellation, regardless of the vested status of such Company Stock Option (the “Company Stock Option Consideration”). Parent will, or will cause the Surviving Corporation to, pay to holders of Company Stock Options the Company Stock Option Consideration, if any, as soon as practicable after the Effective Time and in any case within five (5) Business Days thereafter. For the avoidance of doubt, no Company Stock Option Consideration will be payable in respect of Company Stock Options with an exercise price per share in excess of the Merger Consideration as of immediately prior to the Effective Time, and all such Company Stock Options will be canceled automatically at the Effective Time without any payment therefor.

     (2) Each restricted share of Company Common Stock granted under the Company Stock Plan (each a “Company Restricted Share”) outstanding and subject to restrictions immediately prior to the Effective Time (whether vested or unvested), by virtue of the Merger and without any action on the part of the holder of any Company Restricted Share, will become fully vested and no longer subject to any restrictions immediately prior to, and then will be canceled automatically at the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, without interest, equal to the Merger Consideration (the “Company Restricted Share Consideration”). Parent will, or will cause the Surviving Corporation to, pay to holders of Company Restricted Shares the Company Restricted Share Consideration as soon as practicable after the Effective Time and in any case within five (5) Business Days thereafter.

     (3) Each Company Stock-Based Award outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, become fully vested and no longer subject to any restrictions immediately prior to, and then will be cancelled automatically at the Effective Time and will thereafter represent, and will be converted into, only the right to receive an amount of cash, without interest, equal to the product of (1) the Merger Consideration (or, if the Company Stock-Based Award provides for

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payments to the extent the value of the Shares exceeds a specified reference price, the amount, if any, by which the Merger Consideration exceeds such reference price) and (2) the number of Shares subject to such Company Stock-Based Award (the “Company Stock-Based Award Consideration”). Parent will, or will cause the Surviving Corporation to, pay to holders of Company Stock-Based Awards the Company Stock-Based Award Consideration as soon as practicable after the Effective Time and in any case within five (5) Business Days thereafter.

     (b) As of the Effective Time, the Company Stock Plan will terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company will be canceled. At and after the Effective Time, no Person will have any right under the Company Stock Options, the Company Restricted Shares, the Company Stock-Based Awards, the Company Stock Plan or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any Subsidiary thereof, except the right to receive the amounts payable under this Section 2.09, if any.

     (c) As soon as practicable following the date of this Agreement, the Company Board or any committee administering the Company Stock Plan will adopt such resolutions or take such other actions as may be required or appropriate to effect the provisions of this Section 2.09. The Company will provide notice (in a form reasonably satisfactory to Parent) to each holder of an outstanding Company Stock Option, a Company Restricted Share or a Company Stock-Based Award describing the treatment of such Company Stock Option, Company Restricted Share or Company Stock-Based Award, as applicable, in accordance with this Section 2.09.

     (d) Except to the extent permitted by Section 4.01(b), unless this Agreement is terminated in accordance with its terms, no additional Company Stock Options, Company Restricted Shares, Company Stock-Based Awards or any other equity-based awards or other Rights will be granted pursuant to the Company Stock Plan or otherwise by the Company or its Subsidiaries after the date of this Agreement.

     2.10 Appraisal Rights.

     (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time (other than the Exception Shares) and that are held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into, or represent the right to receive, the Merger Consideration (collectively, the “Dissenting Shares”). Dissenting Stockholders shall be entitled to receive payment of the fair value of the Dissenting Shares as determined in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right

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to receive the Merger Consideration in accordance with Section 2.07, without any interest thereon, upon surrender, in the manner provided in Section 2.08, of the Certificate or Certificates that formerly evidenced such Shares.

     (b) The Company shall give Parent notice as promptly as reasonably practicable upon receipt by the Company of any demand for appraisal pursuant to Section 262 of the DGCL and of withdrawals of any such demand, and any other communications delivered to the Company pursuant to or in connection with Section 262 of the DGCL with respect to the Transactions, and the Company will give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands (including any settlement offers). Except with the prior written consent of Parent, the Company will not voluntarily make any payment with respect to any demand for appraisal and will not settle or offer to settle any such demand.

     2.11 Withholdings. All amounts payable pursuant to this Agreement will be subject to any required withholding of Taxes and will be paid at or as soon as practicable following the Effective Time, but in any event within five (5) Business Days following the Effective Time, without interest. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority by Parent, Merger Sub, the Surviving Corporation or the Disbursing Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of Certificates, Company Restricted Shares, Company Stock Options or Company Stock-Based Awards as the case may be, in respect of which such deduction and withholding was made by Parent, Merger Sub, the Surviving Corporation or the Disbursing Agent.

     2.12 Section 16 Matters. Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors will adopt a resolution and take all other necessary action consistent with the interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options, Company Restricted Shares or Company Stock-Based Awards pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

     2.13 Further Action. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub vested in the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation will be authorized to take all such actions as may be necessary or desirable to vest all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

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ARTICLE III

Representations and Warranties

     3.01 Representations and Warranties about the Company. Except as Previously Disclosed, the Company hereby represents and warrants to Parent and Merger Sub as follows:

     (a) Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company is duly qualified and licensed to do business and is in good standing in all jurisdictions where its ownership, leasing or operation of property or assets or its conduct of business requires it to be so qualified or licensed, except where the failure to be in good standing or be so qualified or licensed has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. The Company has made available to Parent or its counsel, true, correct and complete copies of the Constituent Documents of the Company and each of its Subsidiaries, in each case as amended and in effect. Neither the Company nor any of its Subsidiaries is in material violation of any of the provisions of its Constituent Documents. The Company has made available to Parent or its counsel true, correct and complete copies of the minute books containing records of all consents, actions and meetings of (1) the Company Board, committees of the Company Board and stockholders of the Company, and (2) the boards of directors, managers or equivalent governing bodies of each of the Company’s Subsidiaries and all stockholders and equity holders thereof, in each case, since January 1, 2007.

     (b) Power. The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, subject to the receipt of the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”). The Company and each of its Subsidiaries has the corporate (or comparable) power and authority to carry on its business as it is now being conducted and to own, lease and operate all its properties and assets, except where the failure to have such power and authority has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (c) Authority.

     (1) The Company has duly authorized, executed and delivered this Agreement. Subject to receipt of the Company Stockholder Approval, this Agreement (and the execution, delivery and performance hereof by the Company) and the Transactions have been duly authorized by all necessary corporate action of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions, other than obtaining the Company Stockholder Approval. The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and authorize and approve the Transactions. This

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Agreement is the Company’s valid and legally binding obligation, enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

     (2) The Company Board, by resolutions duly adopted prior to the execution of this Agreement, has unanimously (A) determined that the Merger is in the best interests of the Company and the stockholders of the Company (the “Company Stockholders”) and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger (collectively, the “Transactions”), (B) approved and adopted this Agreement and the Transactions in all respects in accordance with the DGCL (including such approval for purposes of rendering the restrictions on business combinations set forth in the Business Combination Law inapplicable to Guarantor, Parent, Merger Sub, the Transactions, this Agreement and the Voting Agreement), and (C) subject to Section 4.09, resolved to (i) submit this Agreement for adoption by a vote of the Company Stockholders at the Stockholders’ Meeting and (ii) recommend that the Company Stockholders adopt and approve this Agreement and the Transactions (the “Company Board Recommendation”). A copy of such resolutions of the Company Board has been made available to Parent and, other than as permitted by and in accordance with Section 4.09(f), such resolutions have not been modified, supplemented or rescinded and remain in full force and effect.

     (d) Consents and Regulatory Approvals; No Defaults.

     (1) No consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company of this Agreement or for the Company to consummate the Transactions, except for (A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, the FTC and the Antitrust Division under the HSR Act, (B) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchange or Nasdaq, (C) the approvals and filings required by the DGCL, including receipt of the Company Stockholder Approval, and (D) such consents, authorizations, approvals, filings, registrations or notifications the failure of which to make or obtain has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (2) Subject to receipt of the consents, authorizations and approvals referred to in Section 3.01(d)(1), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities, the execution, delivery and performance of this Agreement and the consummation of the Transactions do not and will not (A) result in, conflict with, or constitute or

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create (with or without due notice or lapse of time or both) a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) on any property or asset of the Company or its Subsidiaries or any acceleration of remedies or right of termination or cancellation under any Law or under any of the terms, conditions or provisions of any Material Contract or IP License, except for any such conflict, breach, violation, default, Lien, acceleration of remedies, right of termination or cancellation that has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company, or (B) constitute a breach or violation of, or a default under, or conflict with, the Constituent Documents of the Company or any of its Subsidiaries.

     (e) Company Stock.

     (1) The authorized capital stock of the Company consists of 4,000,000 shares of Company Preferred Stock and 30,000,000 shares of Company Common Stock. As of the close of business on June 2, 2009, (A) 11,622,629 shares of Company Common Stock (including 254,641 Company Restricted Shares) were issued and outstanding and (B) 294,322 shares of Company Common Stock were issuable upon exercise of Company Stock Options under the Company Stock Plan. There are (i) no shares of Company Preferred Stock issued or outstanding, (ii) no shares of Company Common Stock issuable upon exercise of any Rights under the Company Stock Plan (except as described in clause (B) above), and (iii) no Company Stock-Based Awards outstanding.

     (2) The outstanding Shares are, and all Shares which may be issued pursuant to the Company Stock Plan or the exercise of Company Stock Options or Company Stock-Based Awards will be, when issued in accordance with the respective terms thereof, (A) duly authorized and validly issued and outstanding, fully paid and nonassessable, and not subject to or issued in violation of any preemptive rights, any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Company’s Constituent Documents or any contract or commitment to which the Company is a party or otherwise bound and (B) issued in material compliance with all applicable Laws, including federal and state securities laws, and all requirements set forth in applicable contracts governing the issuance of such Company Stock Options or Company Stock-Based Awards. Except as set forth in Section 3.01(e)(1), there are no shares of Company Common Stock or Company Preferred Stock reserved for issuance, the Company does not have any Rights outstanding with respect to Company Common Stock or Company Preferred Stock and the Company does not have any commitment to authorize, issue, sell or otherwise cause to become outstanding any Company Common Stock, Company Preferred Stock or Rights, except pursuant to Company Stock Options and Company Restricted Shares outstanding as of the date of this Agreement and set forth on Section 3.01(e)(4) of the Disclosure Schedule. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any of its Subsidiaries or other equity interests in the Company or any of its Subsidiaries or securities convertible into or exchangeable

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for such shares or equity interests. There are no stockholder agreements, voting trusts or other arrangements or understandings to which the Company is a party, or of which the Company has Knowledge, with respect to the voting of stock or other equity interests of the Company or any of its Subsidiaries. The Company does not have, and there is not in effect, a stockholder rights, “poison pill” or similar plan with respect to the Company.

     (3) No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote are issued or outstanding, and there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries.

     (4) Section 3.01(e)(4) of the Disclosure Schedule sets forth a complete and accurate list, as of June 2, 2009, of (A) all outstanding Company Stock Options under the Company Stock Plan (or otherwise), the number of Shares subject thereto, the exercise or grant prices (if applicable) and the names of the holders thereof and (B) all Company Restricted Shares under the Company Stock Plan (or otherwise) and the names of the holders thereof. All (i) Company Stock Options and (ii) Company Restricted Shares are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(e)(4) of the Disclosure Schedule or filed as an exhibit to a Company Regulatory Filing prior to the date of this Agreement, and no stock option agreement, restricted stock purchase agreement or other award agreement contains any terms that are materially inconsistent with or in addition to such forms. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof), and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the Company Stock Plan, the Exchange Act and all other applicable Laws, the per share exercise price of each Company Stock Option was equal to or greater than the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the Financial Statements and disclosed in the Company Regulatory Filings in accordance with the Exchange Act and all other applicable Laws. To the Company’s Knowledge, the Company has not granted, and there is no and has been no Company policy or practice to grant, Company Stock Options prior to, or otherwise coordinate the grant of Company Stock Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. Each Company Stock Option, each Company Restricted Share and each Company Stock-Based Award may, by its terms, be treated at the Effective Time as set forth in Section 2.09.

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     (5) The Company Board has not declared any dividend or distribution with respect to the Company Common Stock, the record or payment date for which is on or after the date of this Agreement.

     (f) Company Subsidiaries.

     (1) (A) The Company owns, directly or indirectly, all the outstanding capital stock and equity of each of its Subsidiaries free and clear of any Liens (other than Permitted Liens); (B) no capital stock or equity of any of the Company’s Subsidiaries are or may become required to be issued (other than to the Company or its wholly owned Subsidiaries) by reason of any Right or otherwise; (C) there are no contracts, commitments, understandings or arrangements by which any of the Company’s Subsidiaries is bound to sell or otherwise transfer any capital stock or equity of any such Subsidiaries (other than to the Company or its wholly owned Subsidiaries); (D) there are no contracts, commitments, understandings or arrangements relating to the Company’s rights to vote or to dispose of the capital stock or equity of any of its Subsidiaries; and (E) all the capital stock and equity interests of each Subsidiary held by the Company or its Subsidiaries (i) have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and not subject to or issued in violation of any preemptive right, purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, such Subsidiary’s Constituent Documents or any contract or commitment to which such Subsidiary is a party or otherwise bound, and (ii) were issued in material compliance with all applicable Laws, including federal and state securities laws.

     (2) Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its organization and is duly qualified and licensed to do business and is in good standing in all jurisdictions where its ownership, leasing or operation of property or assets or its conduct of business requires it to be so qualified or licensed, except where the failure to be in good standing or to be so qualified or licensed has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (3) Other than with respect to the Subsidiaries listed on Section 3.01(f)(3) of the Disclosure Schedule, the Company does not directly or indirectly own any securities or beneficial ownership interests in any other Person (including through joint ventures or partnership arrangements) or have any investment in any other Person.

     (g) Company Regulatory Filings; Ordinary Course.

     (1) Since January 1, 2006, the Company has filed on a timely basis with the SEC all forms, statements, reports, certifications, schedules and other documents (including all exhibits and amendments thereto) required to be filed or

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furnished by it under the Exchange Act or the Securities Act (collectively, together with the information incorporated by reference therein, the “Company Regulatory Filings”). Each of the Company Regulatory Filings, including each of the Company Regulatory Filings filed or furnished after the date hereof, as of the date filed or furnished (or if amended prior to the date of this Agreement, then as of the date of the last such amendment) (A) complied in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated financial statements contained in or incorporated by reference into any such Company Regulatory Filing (including the related notes and schedules) (collectively, the “Financial Statements”) (i) complied in all material respects as to form with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and (iii) fairly presented in all material respects the financial position of the Company and its Subsidiaries on a consolidated basis as of the date of such statement and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated in such statement, except in each case subject to normal year-end audit adjustments and as permitted by SEC Form 10-Q promulgated under the Exchange Act in the case of unaudited statements. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted in an adjustment to, or any restatement of, the Financial Statements.

     (2) Without limiting the generality of the foregoing, Ernst & Young LLP has not resigned nor been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied on.

     (3) Since January 1, 2007, the Company has not conducted any material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, the Company Board or any committee thereof.

     (4) Except for liabilities and obligations (A) incurred in the Ordinary Course of Business since December 31, 2008, (B) that have been discharged or paid in full in the Ordinary Course of Business since December 31, 2008, (C) reflected in or reserved against on the most recent balance sheet of the Company prepared in accordance with GAAP and included in the Company Regulatory Filings filed with the SEC at least one Business Day prior to the date of this Agreement, (D) that arise under this Agreement or (E) that have not had,

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and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company, the Company has not incurred any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise that would be required to be reflected in or reserved against on a balance sheet prepared in accordance with GAAP.

     (5) Since December 31, 2008 through the date of this Agreement, (A) the Company and its Subsidiaries have conducted their respective businesses in the Ordinary Course of Business (excluding conduct in connection with and the incurrence of expenses related to this Agreement and the Transactions and the general process of soliciting and evaluating proposals to acquire the Company), (B) there has not been a Material Adverse Effect with respect to the Company, and (C) neither the Company nor any of its Subsidiaries has taken or authorized the taking of any action that if taken after the date of this Agreement would constitute a breach of Section 4.01.

     (6) The Company is in compliance in all material respects with the applicable provisions of the applicable listing and governance rules and regulations of Nasdaq.

     (7) The Company has made available to Parent complete and correct copies of all comment letters from the SEC staff since January 1, 2006 with respect to any of the Company Regulatory Filings. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Regulatory Filings.

     (h) Sarbanes-Oxley Act. (1) The management of the Company has designed, implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to reasonably ensure that all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and made known to the chief executive officer and the chief financial officer of the Company by other employees within the Company as appropriate to allow timely decisions regarding required disclosure; (2) the Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that is reasonably designed to provide reasonable assurance (A) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (C) that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board and (D) of the prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements; (3) the Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company Regulatory

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Filing that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report (or amendment) based on such evaluations; (4) the Company’s chief executive officer and chief financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board (or persons performing the equivalent functions), (A) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; (5) the certifications provided pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act with each Company Regulatory Filing, as applicable, at the time of filing or submission of such certification, were true and correct; and (6) as of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting except as disclosed in the Company Regulatory Filings filed with the SEC prior to the date of this Agreement.

     (i) Litigation. There is no suit, claim, action, charge or proceeding (including arbitration proceeding or dispute resolution proceeding) pending or, to the Company’s Knowledge, threatened against or affecting it or any of its Subsidiaries, businesses, assets or properties, or its officers or directors in their capacities as such, that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company, and to the Company’s Knowledge, there is no valid basis for any such suit, claim, action, charge or proceeding. No Order is outstanding against the Company or any of its Subsidiaries, businesses, assets or properties, or its officers or directors in their capacities as such, that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company. To the Company’s Knowledge, there is no investigation, indictment or audit pending or threatened by or against the Company or any of its Subsidiaries, businesses, assets or properties, or its officers or directors in their capacities as such, that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (j) Compliance with Laws. Since January 1, 2007, the Company and each of its Subsidiaries:

     (1) have been and are in compliance with all Laws applicable to their respective businesses or to the employees conducting such businesses, except for instances of noncompliance that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company;

     (2) have obtained and hold all permits, licenses, authorizations, Orders and approvals of, and have made all filings, applications and registrations with, all Governmental Authorities that are required in order to permit them to own or lease their properties and assets and to conduct their businesses as presently conducted, except for those the failure of which to obtain or to be in compliance

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with have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company; all such permits, licenses, authorizations, Orders and approvals are in full force and effect; and, to the Company’s Knowledge, no suspension or cancellation of any of them has been threatened as of the date of this Agreement, except for those suspensions or cancellations that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company;

     (3) have not received written notification from any Governmental Authority (A) asserting that the Company or any of its Subsidiaries is not in material compliance with any of the Laws that such Governmental Authority enforces or (B) threatening to revoke any material license, franchise, permit, approval or governmental authorization;

     (4) (A) have been and are in material compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.), the Export Administration Regulations (15 C.F.R. § 730 et seq.) and associated executive orders, the Laws implemented by the Office of Foreign Assets Control, United States Department of the Treasury, antidumping and countervailing duty orders issued by the United States International Trade Commission and/or the International Trade Administration, United States Department of Commerce, and the Laws implemented by the United States Customs and Border Protection, United States Department of Homeland Security (collectively, the “Import and Export Controls Laws”); and (B) have not received any written communication that alleges that the Company or any of its Subsidiaries is not, or may not be, in material compliance with, or has, or may have, any material liability under, the Import and Export Control Laws; and

     (5) (A) (i) have been and are in material compliance with all legal requirements under the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (ii) have been and are in compliance with all international anti-bribery conventions (other than the convention described in clause (i)) and local anti-corruption and bribery Laws, in each case, in jurisdictions in which the Company and its Subsidiaries are operating (collectively, the “Anti-Bribery Laws”), except with respect to clause (ii) only any failure to be in compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company; and (B) have not received any written communication that alleges that the Company, its Subsidiaries or any agent thereof is, or may be, in material violation of, or has, or may have, any material liability under, the Anti-Bribery Laws, except any written communication received more than twenty-four (24) months prior to the date of this Agreement that did not result in an inquiry or investigation that to the Company’s Knowledge is currently pending.

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     (k) Material Contracts; Defaults.

     (1) Neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any currently effective agreement, contract, arrangement, commitment or understanding (A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (B) that is a credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other instrument or obligation pursuant to which any “indebtedness” (as defined below) of the Company or any of its Subsidiaries is outstanding or may be incurred; (C) that is a collective bargaining agreement; (D) that is an employment or consulting agreement, contract or binding commitment providing for annual compensation or annual payments in excess of $250,000 in the current or any future year; (E) that is an agreement, contract or commitment of indemnification or guaranty not entered into in the Ordinary Course of Business providing for indemnification which would reasonably be expected to exceed $250,000, as well as any agreement, contract or commitment of indemnification or guaranty between the Company or any of its Subsidiaries and any of their respective officers or directors, irrespective of the amount; (F) that is an agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any product or service (including any “most favored nation” clauses), or which, following the consummation of the Merger, could so limit Parent or any of its affiliates (including the Surviving Corporation), including any contract clause, mitigation plan, or other limitation with respect to “Organizational Conflicts of Interest,” as that term is used in Federal Acquisition Regulation Subpart 9.5; (G) that is a material partnership, joint venture, teaming or similar agreement or arrangement; (H) that is a contract or agreement involving a standstill or similar obligation of the Company or any of its Subsidiaries to a third party; (I) the termination or cancellation of which by any other party thereto, or under which the acceleration of any obligation or the loss of any benefit, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company; or (J) that contemplates or provides for actual or potential payments to or from the Company and/or any of its Subsidiaries in excess of $2,500,000 in the aggregate during the term thereof (each, other than to the extent it would include a Benefit Arrangement, a “Material Contract”). Section 3.01(k) of the Disclosure Schedule lists each of the Material Contracts that as of the date of this Agreement is in effect or otherwise binding on the Company or any of its Subsidiaries or their respective properties or assets, other than those contracts or agreements that have been filed as exhibits to the Company Regulatory Filings prior to the date of this Agreement. For purposes of this Section 3.01(k), “indebtedness” will mean, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of others secured by any Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (iii) all letters of credit issued for the account of such Person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the Ordinary Course of Business) and (iv) all obligations, the

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principal component of which are obligations under leases that are, or should be pursuant to GAAP, classified as capital leases. A complete copy of each Material Contract has previously been made available to Parent.

     (2) Neither the Company nor any of its Subsidiaries is in default under any Material Contract or IP License, and, to the Company’s Knowledge, (A) no other party thereto is in default, and (B) there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, in each case, except those defaults that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. Each Material Contract and each Government Contract (as defined below) is valid, binding and enforceable upon the Company or the Subsidiary that is a party thereto, and to the Company’s Knowledge each other party thereto, and is, and immediately following consummation of the Transactions will remain, in full force and effect (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles), except where any failure to be valid, binding and enforceable and in full force and effect has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (3) To the Company’s Knowledge, with respect to each contract, agreement, purchase order, modification, bid, quotation or proposal between the Company or any of its Subsidiaries and any (A) Governmental Authority or (B) third party relating to a contract, agreement, purchase order, modification, bid, quotation or proposal where the ultimate contracting party is any domestic or foreign government or Governmental Authority (each a “Government Contract”), (i) the Company and each of its Subsidiaries have complied in all material respects with all terms and conditions of such Government Contract; (ii) such Government Contract was legally awarded and the Company and each of its Subsidiaries have complied in all material respects with all applicable requirements of all applicable Laws pertaining to such Government Contract, including where applicable the “Cost Accounting Standards”; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and accurate in all material respects as of their respective effective dates and the Company and its Subsidiaries have complied in all material respects with all such representations and certifications; (iv) all “cost or pricing data” required to be provided in connection with a Government Contract was provided and was current, accurate and complete in all material respects as of the date of agreement on price; (v) neither the United States government nor any prime contractor, subcontractor or other Person has notified the Company or any of its Subsidiaries, in writing or, to the Company’s Knowledge, orally, that the Company or any of its Subsidiaries has breached or violated any Laws, certification, representation, clause, provision or requirement pertaining to such Government Contract; (vi) neither the Company nor any of its Subsidiaries has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to

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such Government Contract; (vii) other than in the Ordinary Course of Business, no cost incurred by the Company or any of its Subsidiaries pertaining to such Government Contract has been disallowed by any Governmental Authority, or to the Company’s Knowledge, is the subject of any audit or investigation by any Governmental Authority; and (viii) other than in the Ordinary Course of Business, no payments due to the Company or any of its Subsidiaries pertaining to such Government Contract have been withheld or set off, nor has any claim been made to withhold or set off money, and the Company and its Subsidiaries are entitled to all progress or other payments received with respect thereto.

     (4) To the Company’s Knowledge, there exist no material disputes or claims between the Company or any of its Subsidiaries and the United States government under the Contract Disputes Act, as amended, or any other applicable federal Law, or between the Company or any of its Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract that, if adversely determined against the Company has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (5) To the Company’s Knowledge, since January 1, 2006, neither the Company nor any of its Subsidiaries has been debarred or suspended from participation in the award of contracts with the United States government or any other Governmental Authority (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the Company’s Knowledge, there exist no facts or circumstances that would warrant mandatory disclosure to a Governmental Authority, the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company, any of its Subsidiaries or any of their respective directors, officers or employees.

     (l) Taxes. (1) All material Tax Returns that are required to be filed (taking into account any extensions of time within which to file) by or with respect to the Company and its Subsidiaries have been duly and timely filed and all such Tax Returns are true, correct and accurate in all material respects; (2) all material Taxes have been paid in full or are adequately reserved in the Company’s deferred Tax accounts; (3) all material Taxes that the Company or any of its Subsidiaries is obligated to withhold from amounts owing to any employee, creditor or third party have been withheld, properly reported and paid over to the proper Governmental Authority, to the extent due and payable; (4) no extensions or waivers of statutes of limitation have been granted or requested with respect to any of the Company’s U.S. federal income taxes or those of its Subsidiaries; (5) neither the Company nor any of its Subsidiaries has received notice of any dispute or claim concerning any Tax and no such dispute or claim is pending or, to the Company’s Knowledge, threatened in writing; and (6) there have been no claims in writing by any jurisdiction where the Company or its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by such jurisdiction. Except for Permitted Liens, to the Company’s Knowledge, no Liens

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for material Taxes exist with respect to any of its assets or properties or those of its Subsidiaries.

     (m) Benefit Arrangements.

     (1) True and complete copies of all material Benefit Arrangements, including any summary plan description, determination letter, trust instruments, insurance contracts and other funding agreements, each forming a part of any Benefit Arrangements, and the most recent governmental filings, most recent actual reports, most recent audited financial statements and all amendments thereto, have been made available to Parent.

     (2) All of the Benefit Arrangements have been administered in a manner consistent in all respects with their written terms and are in substantial compliance in form and operation with ERISA and the Code and other applicable Laws, except for failures of administration or compliance that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. Each of the Benefit Arrangements that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or is subject to an opinion letter from the U.S. Internal Revenue Service, and no event has occurred which would reasonably be expected to cause the loss, revocation or denial of any such favorable determination letter or opinion letter.

     (3) Neither the Company nor any entity that is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”) has contributed to a “multiemployer plan” within the meaning of Section 3(37) of ERISA, a “multiple employer plan” within the meaning of Section 210(a) of ERISA, or a pension plan subject to Title IV of ERISA or Section 412 of the Code, in each case, at any time within the last six (6) years.

     (4) Except as provided in Section 2.09, neither the Company’s execution and delivery of this Agreement, the consummation of the Transactions nor the Company Stockholder Approval will, either alone or in conjunction with another event (such as termination of employment), (A) entitle any of its employees or any employees of its Subsidiaries to the payment of any severance, termination, “golden parachute,” or other similar payments, (B) accelerate the time of payment or vesting or trigger any payment or funding of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Benefit Arrangements or (C) result in payments under any of the Benefit Arrangements which would not be fully deductible under Section 280G of the Code. No Person is entitled to any additional payment from the Company or any of its Subsidiaries by reason of the excise tax required by Section 4999(a) of the Code being imposed on such Person by reason of the Transactions.

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     (5) The Company is not a party to any agreement, contract, arrangement or plan (A) that constitutes a “nonqualified deferred compensation plan” within the meaning of Code Section 409A(d)(1) but that fails to meet the requirements of Code Sections 409A(a)(2), (3) or (4), or (B) that has resulted or would result in any amount that would not be fully deductible as a result of Code Section 162(m).

     (6) With respect to each Benefit Arrangement, as applicable, there have been no non-exempt prohibited transactions (as defined in Section 406 of ERISA and Code Section 4975) with respect to such Benefit Arrangement, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such Benefit Arrangement (including the actions contemplated by this Agreement), and no action, suit, proceeding, hearing or, to the Company’s Knowledge, investigation with respect to the administration or the investment of the assets of such plan (other than routine claims for benefits) is pending or, to the Company’s Knowledge, threatened, but excluding from each of the foregoing, events or circumstances that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (7) Other than as required under Section 601 et seq. of ERISA or any similar Law, no Benefit Arrangement provides health and welfare benefits or coverage following retirement or other termination of employment.

     (8) All contributions, premiums or other payments (including all employer contributions and employee salary reduction contributions) that are required to be made under the terms of any Benefit Arrangement have been timely made and properly provided for in the Financial Statements, as applicable, except for failures that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (9) All Benefit Arrangements are by their terms able to be amended or terminated by the Company without material penalty, consent or incremental cost.

     (10) The Company has never been a party to or otherwise bound by an advance agreement pursuant to 48 C.F.R. sec. 31.109 with the U.S. government relating to the allowability, allocation or reimbursement of benefit costs or other matters in connection with any Benefit Arrangement.

     (11) All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1’s and Summary Plan Descriptions) have been filed or distributed appropriately with respect to each Benefit Arrangement, except for failures of filing or distribution that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

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     (12) The requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code have been met with respect to each Benefit Arrangement, as applicable, except for failures that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (n) Labor Matters. Neither the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is the subject of a proceeding before any Governmental Authority asserting that the Company or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel the Company or such Subsidiary to bargain with any labor organization as to wages and conditions of employment. To the Company’s Knowledge, no executive officer of the Company or any of their respective direct reports has any plan to terminate employment with the Company or its Subsidiaries. As of the date of this Agreement, (1) there is no strike or other material labor dispute involving the Company or any of its Subsidiaries pending or, to the Company’s Knowledge, threatened, and (2) to the Company’s Knowledge, none of the Company’s or any of its Subsidiaries’ employees is seeking to certify a collective bargaining unit or engaging in any other similar labor organization activity. To the Company’s Knowledge, there are no material liabilities or obligations relating to any individual’s current or former employment with the Company or any of its Subsidiaries or related entities arising in connection with any violation of any Laws.

     (o) Environmental Matters. There are no material proceedings, claims, actions or investigations pending or, to the Company’s Knowledge, threatened before any Governmental Authority arising under any Environmental Law against the Company or any of its Subsidiaries. The Company and its Subsidiaries currently hold all material permits required under all applicable Environmental Laws for the operations of their businesses, and such permits are in full force and effect. Except with respect to matters that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company: (1) since January 1, 2006, the Company and its Subsidiaries have conducted their operations in compliance with all permits required under applicable Environmental Laws and the limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of all applicable Environmental Laws, and (2) there have been no releases of Hazardous Materials at any property that the Company or its Subsidiaries owns or operates, or has owned or operated, and that currently requires remediation by the Company or its Subsidiaries under Environmental Laws.

     (p) Intellectual Property Assets.

     (1) Section 3.01(p)(1) of the Disclosure Schedule lists each patent, registered trademark, registered service mark, trade name or Internet domain name and registered copyright or mask work, and applications for registration of any of the foregoing, owned by the Company or any of its Subsidiaries as of the

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date of this Agreement (collectively, and together with any of the foregoing obtained by the Company or any of its Subsidiaries after the date of this Agreement, the “Company IP Assets”). The term “IP Assets” means all of the following in any jurisdiction throughout the world: (A) the Intellectual Property listed on Section 3.01(p)(1) of the Disclosure Schedule and (B) all other Intellectual Property used in the operation of the business of the Company and its Subsidiaries, as presently conducted, including Intellectual Property incorporated or used in products sold by the Company or its Subsidiaries.

     (2) Each of the Company IP Assets is owned exclusively by either the Company or one of its Subsidiaries, free and clear of all Liens, and free and clear of any restrictions or limitations regarding ownership, use, license or disclosure (including any “rights in data” claims of any Governmental Authority), in each case, except for Liens or any such restrictions or limitations that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. The Company and its Subsidiaries own or have a valid and enforceable license or other right to use all IP Assets that are material to their businesses or operations as presently conducted.

     (3) With respect to all patent applications, trademark applications and copyright applications included in the Company IP Assets pending with any Governmental Authority, the Company and its Subsidiaries have conducted the prosecution of all such pending applications in a manner consistent with their reasonable ongoing business goals and objectives. With respect to all patents, trademarks and copyrights included in the Company IP Assets issued or registered by any Governmental Authority, to the extent consistent with the reasonable ongoing business goals and objectives of the Company and its Subsidiaries, all registration fees, maintenance fees, renewal fees and annuity fees necessary to maintain such Company IP Assets as active and due prior to the Closing have been paid or will be paid through the Closing, and all necessary documents and certificates in connection with such Company IP Assets have been filed or will be filed with the relevant patent, trademark and copyright offices, registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration of such Company IP Assets through the Closing Date. With regard to all applications for domain name registration and all registered domain names included in the Company IP Assets, all necessary registration and renewal fees due in connection with such Company IP Assets have been paid or will be paid through the Closing.

     (4) Section 3.01(p)(4) of the Disclosure Schedule contains a true and complete list of all material agreements, contracts, arrangements, commitments or understandings regarding the development, ownership or use of IP Assets (including material licenses to or from other Persons) to which either the Company or one of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of the IP Assets is bound (collectively, the “IP Licenses”) (true and complete copies of which, or, if none exist, written descriptions of which, together with all amendments and supplements thereto and all waivers of

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any terms thereof, have been made available to Parent), except licenses and license agreements entered into in the Ordinary Course of Business for commercially-available off-the-shelf software (as that term is commonly understood) and those that arise as a matter of Law by implication as a result of sales of products and services in the Ordinary Course of Business by the Company or any of its Subsidiaries or any of their respective sales representatives, distributors or resellers.

     (5) To the Company’s Knowledge, none of the IP Assets owned by the Company or any of its Subsidiaries is being infringed by any other Person.

     (6) To the Company’s Knowledge, none of the Company IP Assets infringes any Intellectual Property of any other Person. Neither the Company nor any of its Subsidiaries is infringing any Person’s Intellectual Property, and no claims regarding the foregoing are pending or, to the Company’s Knowledge, threatened.

     (7) No Governmental Authority is currently, nor since January 1, 2006 has been, entitled to claim any rights (including license rights) in: (A) any “Technical Data” (as defined below) included in or related to any Company IP Assets, other than “Limited Rights” (as defined below); (B) any “Computer Software” (as defined below) included in the Company IP Assets, other than “Restricted Rights” (as defined below); (C) any patents or patentable invention included in the Company IP Assets; or (D) any copyright included in the Company IP Assets. The terms “Technical Data” and “Limited Rights” have the meanings set forth at 48 C.F.R. 252.227-7013, and the terms “Restricted Rights” and “Computer Software” have the meanings set forth at 48 C.F.R. 252.227-7014.

     (q) Real and Personal Property.

     (1) The Company does not own any real property.

     (2) Section 3.01(q)(2) of the Disclosure Schedule contains a true and complete list of all material real property leases, subleases and other occupancy agreements to which the Company or any of its Subsidiaries is a party (together with all amendments, modifications, supplements, renewals and extensions related thereto, the “Leases,” and the space and real property subject to the Leases, the “Leased Property”), and the Company has made available to Parent a true and complete copy of each such Lease. The Company or one of its Subsidiaries has good and valid title to the leasehold estate in all Leased Property, free and clear of all Liens (except for Permitted Liens). Each Lease is valid, binding and enforceable upon the Company or the Subsidiary that is a party thereto, and, to the Company’s Knowledge, each other party thereto, and is in full force and effect (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles), except where any failure to be valid, binding and

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enforceable and in full force and effect has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. There is neither any existing default or violation by the Company or any of its Subsidiaries under any Lease nor, to the Company’s Knowledge, any existing default or violation by any counterparty to any Lease, except those defaults or violations that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any of its Subsidiaries under any Lease, except those defaults that have not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. Neither the Company nor any of its Subsidiaries has assigned, sublet, transferred or otherwise conveyed any interest in any Lease.

     (3) Other than scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course of Business, the Leased Property and all material improvements located thereon are in good operating condition and repair and do not require material repair or material replacement in order to serve their intended purposes in the Ordinary Course of Business.

     (4) The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold estate in, all personal property and assets reflected in the December 31, 2008 balance sheet contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, except (A) for properties or assets subsequently sold, and leases subsequently terminated, in the Ordinary Course of Business or otherwise as expressly permitted by this Agreement or (B) as has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company.

     (r) Insurance. (1) The Company and its Subsidiaries maintain, or are entitled to the benefits of, insurance covering their material properties, operations, personnel and businesses (each, an “Insurance Policy”); (2) Section 3.01(r) of the Disclosure Schedule contains a true and complete list of all of the Insurance Policies as of the date of this Agreement; (3) except as has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company, all premiums payable under any Insurance Policy have been paid when due, the Company and each of its Subsidiaries are in compliance with the terms of each Insurance Policy and each Insurance Policy is in full force and effect; and (4) there are no self-insurance arrangements in effect with respect to the Company or any of its Subsidiaries.

     (s) Takeover Laws and Provisions Applicable to the Company. The Company has taken all action required to be taken by it in order to: (1) exempt this Agreement, the Voting Agreement and the Transactions from the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover Laws of any State, including the Business Combination Law (collectively, “Takeover Laws”); and (2) make this Agreement, the

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Voting Agreement and the Transactions comply with the requirements of any provisions of its Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

     (t) Financial Advisors. Neither the Company nor any of its Subsidiaries has engaged any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the Transactions, except that, in connection with the Transactions, the Company has retained Jefferies & Company, Inc., as its financial advisor (the “Financial Advisor”), pursuant to the letter agreement dated January 26, 2009, a complete copy of which has been made available to Parent prior to the date of this Agreement.

     (u) Opinion of Financial Advisor. Prior to the execution and delivery of this Agreement, the Company has received a written opinion of the Financial Advisor to the effect that as of the date of this Agreement and based upon and subject to the matters set forth therein, the Merger Consideration to be received by the Company Stockholders pursuant to the Merger is fair from a financial point of view to such Company Stockholders, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect. The Company has been authorized by the Financial Advisor to permit the inclusion of such written opinion in its entirety and a description of the Financial Advisor’s analysis in preparing such opinion in the Proxy Statement so long as the Financial Advisor approves in advance such description and any accompanying disclosure.

     (v) Material Suppliers and Customers. Section 3.01(v) of the Disclosure Schedule sets forth a true, correct and complete list of the ten (10) largest suppliers to (the “Material Suppliers”) and customers of (the “Material Customers”) the Company for the fiscal year ended December 31, 2008 (determined on the basis of the total dollar amount of purchases or sales, as the case may be) showing the total dollar number of purchases from or sales to, as the case may be, each such Material Supplier or Material Customer, as the case may be, during such period. Since January 1, 2009, there has been no termination, cancellation or material curtailment of the business relationship of the Company with any Material Customer or Material Supplier nor, to the Company’s Knowledge, has any Material Customer or Material Supplier notified the Company in writing that it intends to terminate, cancel or materially curtail its business relationship with the Company.

     (w) No Additional Representations. Except for the representations and warranties of the Company expressly set forth in this Section 3.01 (as modified by the Disclosure Schedule), neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company with respect to the Company, any of its Subsidiaries, any of their respective businesses or the Transactions.

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     3.02 Representations and Warranties about Parent and Merger Sub. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

     (a) Organization and Standing. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub is duly qualified and licensed to do business and is in good standing in all jurisdictions where its ownership, leasing or operation of property or assets or its conduct of business requires it to be so qualified or licensed, except where the failure to be in good standing or to be so qualified or licensed has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and Merger Sub.

     (b) Power. Each of Parent and Merger Sub has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, subject to the adoption of this Agreement by General Dynamics Government Systems Corporation, a Delaware corporation as the sole stockholder of Merger Sub (which will occur promptly after the execution and delivery of this Agreement) (the “Parent Approval”). Each of Parent and Merger Sub has the corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate all its properties and assets, except where the failure to have such power and authority has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and Merger Sub.

     (c) Authority. Each of Parent and Merger Sub has duly authorized, executed and delivered this Agreement and the Voting Agreement. This Agreement, the Voting Agreement (and the execution, delivery and performance thereof by Parent and Merger Sub) and the Transactions have been duly authorized by all necessary corporate action of each of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement, the Voting Agreement or to consummate the Transactions, subject to obtaining the Parent Approval. The Parent Approval is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement and authorize and approve the Transactions. This Agreement and the Voting Agreement are each Parent’s and Merger Sub’s valid and legally binding obligation, enforceable against each of them in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

     (d) Consents and Regulatory Approvals; No Defaults.

     (1) No consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by Parent or Merger Sub in connection with the execution, delivery or performance by it of this Agreement or the Voting Agreement or to consummate the Transactions, except for (A) filings of applications and notices with, receipt of approvals or non-objections from, and

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expiration of related waiting periods required by, the FTC and the Antitrust Division under the HSR Act, (B) filings as may be required by the Securities Act or the Exchange Act or any applicable national securities exchange or Nasdaq, (C) the approvals and filings required by the DGCL, including receipt of the Parent Approval, and (D) such consents, authorizations, approvals, filings, registrations or notifications the failure of which to make or obtain has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and Merger Sub.

     (2) Subject to receipt of the consents and approvals referred to in Section 3.02(d)(1), the expiration of related waiting periods, and the making of required filings with applicable Governmental Authorities, the execution, delivery and performance of this Agreement, the Voting Agreement and the consummation of the Transactions do not and will not (A) result in, conflict with, or constitute or create (with or without due notice or lapse of time or both) a breach or violation of, or a default under, or give rise to any Lien (other than Permitted Liens) on any property or asset of Parent or Merger Sub or any acceleration of remedies or right of termination or cancellation under any Law or any indenture or instrument of Parent or Merger Sub or to which Parent or Merger Sub or any of their properties is subject or bound, except for any such conflict, breach, violation, default, Lien, acceleration of remedies, right of termination or cancellation that, has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and Merger Sub, or (B) constitute a breach or violation of, or a default under, or conflict with, the Constituent Documents of Parent or Merger Sub.

     (e) Merger Sub Stock. The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock. All of the issued and outstanding capital stock of Merger Sub is owned by General Dynamics Government Systems Corporation, a Delaware corporation, as Merger Sub’s sole stockholder. The outstanding shares of Merger Sub Common Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable, and not subject to or issued in violation of any preemptive rights, any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, Merger Sub’s Constituent Documents or any contract or commitment to which Merger Sub is a party or otherwise bound.

     (f) No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted and will conduct its operations prior to the Effective Time only as contemplated by this Agreement.

     (g) Ownership of Company Common Stock. As of the date of this Agreement, neither Parent nor any of its Subsidiaries (including Merger Sub) is, and at no time during the last three (3) years has Parent or any of its Subsidiaries (including Merger Sub) been, an “interested stockholder” of the Company as defined in the Business Combination Law. As of the date of this Agreement, neither Parent nor any of

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its Subsidiaries (including Merger Sub) owns (beneficially or of record), or is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company (other than as contemplated by this Agreement and the Voting Agreement) in excess of five percent (5%) of the outstanding Shares.

     (h) Proxy Statement.

     (1) The information regarding Guarantor, Parent and Merger Sub furnished in writing by Parent or Merger Sub expressly for inclusion in the Proxy Statement will not at the time (A) the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC, (B) the Proxy Statement is first disseminated to the Company Stockholders, or (C) of the Stockholders’ 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 light of the circumstances under which they were made, not misleading.

     (2) Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any other information contained or incorporated by reference in the Proxy Statement.

     (i) Funds. As of the date of this Agreement, Merger Sub has access to, and will at the Effective Time have, sufficient funds available to satisfy the obligation to pay the Merger Consideration in the Merger.

     (j) Full Access. Parent acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries that it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company to discuss the businesses and assets of the Company and its Subsidiaries. Parent acknowledges that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent and its Representatives in connection with the Transactions and that neither the Company, its Subsidiaries nor any of their respective Representatives has made any representation or warranty regarding the Company, its Subsidiaries or their respective businesses, except as and to the extent expressly set forth in Section 3.01 (as modified by the Disclosure Schedule).

     (k) No Additional Representations. Except for the representations and warranties of Parent and Merger Sub expressly set forth in this Section 3.02, neither Parent, Merger Sub nor any other Person makes any other express or implied representation or warranty on behalf of Parent or Merger Sub with respect to Parent, Merger Sub or any of their respective Subsidiaries or the Transactions.

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ARTICLE IV

Covenants and Agreements to be Performed Prior to the Closing

     4.01 Conduct of Business of the Company. From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as otherwise expressly required by this Agreement or as specifically permitted pursuant to (a) through (v) below, the Company shall conduct its business and cause to be conducted the businesses of its Subsidiaries in the Ordinary Course of Business and shall use reasonable best efforts to preserve intact their respective business organizations, keep available the services of their respective current officers and employees, preserve the goodwill of those having material business relationships with the Company and its Subsidiaries, preserve their respective material relationships with customers, creditors and suppliers, maintain their respective books, accounts and records and comply in all material respects with applicable Laws. Without limiting the generality of the foregoing, except as expressly required by this Agreement, as set forth on Section 4.01 of the Disclosure Schedule or as required by applicable Law, without the prior written consent of Parent, from the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and shall cause each of its Subsidiaries not to:

     (a) Operations. Enter into any new material line of business or change its material operating policies.

     (b) Capital Stock and Other Securities. Other than with respect to Company Stock Options or Company Restricted Shares set forth on Section 3.01(e)(4) of the Disclosure Schedule, (1) issue, sell, grant or otherwise permit to become outstanding or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of its capital stock or any other securities (including long-term debt) or any Rights with respect to shares of its capital stock or any other securities, or (2) permit any additional shares of its capital stock to become subject to new grants under the Company Stock Plan or otherwise.

     (c) Dividends, Distributions, Repurchases. (1) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any actual, constructive or deemed distribution on, any shares of its capital stock, other than dividends from its wholly owned Subsidiaries to it or another of its wholly owned Subsidiaries or (2) authorize or effect, directly or indirectly, any adjustment, split, combination, redemption or reclassification, or purchase of or otherwise acquire, any shares of its capital stock or any other securities exercisable or exchangeable for or convertible into shares of its capital stock, or amend any terms of any outstanding security of the Company.

     (d) Dispositions. Sell, transfer, mortgage, encumber, lease, license or otherwise dispose of any of its assets, businesses or properties, including any shares of capital stock of its Subsidiaries, except for sales, transfers, mortgages, encumbrances, leases, licenses or other dispositions in the Ordinary Course of Business pursuant to a

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transaction that, together with any other such transactions, is not material to it and its Subsidiaries, taken as a whole.

     (e) Acquisitions. Other than in the Ordinary Course of Business, acquire (whether by purchase of assets, purchase of stock, merger or otherwise) (1) all or any portion of the assets, business, properties or shares of stock or other securities of any other Person or (2) any equity interest of any Person or any business or division of any business, or enter into any joint venture, partnership agreement, joint development agreement, strategic alliance agreement or other similar agreement.

     (f) Constituent Documents. Amend or propose to amend its Constituent Documents.

     (g) Accounting Methods. Implement or adopt any change in its financial accounting principles, practices or methods, other than as may be required as a result of changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to U.S. publicly owned business organizations generally.

     (h) Compensation; Employment Agreements; Etc. Except as expressly required by the terms of a Benefit Arrangement set forth on Section 4.01(h) of the Disclosure Schedule: (1) enter into, amend, modify or renew any employment, consulting, change in control or similar contract, agreement or arrangement with any director, officer or employee; (2) increase the compensation payable or to become payable to any director, officer or employee (excluding increases in cash compensation in the Ordinary Course of Business); (3) increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (4) grant any severance or termination pay to any executive officer or director, or to any other employee (excluding payments made in connection with the termination of employees who are not executive officers in amounts consistent with its policies and past practice or pursuant to written agreements set forth on Section 3.01(m)(4) of the Disclosure Schedule); or (5) issue or grant any Company Stock-Based Awards.

     (i) Benefit Arrangements. Enter into, establish, adopt, amend, modify or renew any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement or any trust agreement in respect of any director, officer or employee or take any action to accelerate the vesting or exercisability of stock options (including Company Stock Options), restricted stock units (including Company Restricted Shares) or other compensation or benefits payable thereunder, except (1) as may be required by applicable Law or by the terms of a Benefit Arrangement set forth on Section 4.01(h) of the Disclosure Schedule or (2) amendments that do not increase benefits or result in increased administrative costs.

     (j) Indebtedness. (1) Create, incur, endorse, assume or otherwise become liable for or suffer to exist any indebtedness for borrowed money or guarantee any such indebtedness other than borrowings in the Ordinary Course of Business pursuant to the

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Company’s and its Subsidiaries’ revolving credit arrangements or under capital leases, in each case, in effect on the date of this Agreement, (2) issue, sell or amend any debt securities or other rights to acquire any debt securities of the Company or any of its Subsidiaries, (3) guarantee any debt securities of others, (4) enter into any “keep well” or other covenants to maintain any financial condition or enter into any arrangement having the economic effect of the foregoing, (5) other than to wholly-owned Subsidiaries of the Company, make any loans, advances or capital contributions to, or material investment in, any Person, (6) pledge or otherwise encumber shares of capital stock of the Company or any of its Subsidiaries (other than Permitted Liens), or (7) mortgage, pledge or otherwise encumber any of its material assets (other than Permitted Liens).

     (k) Taxes. Make or change any material Tax election, settle or compromise any material Tax liability, change in any material respect any accounting method in respect of Taxes, file any amendment to a material Tax Return, enter into any closing agreement, settle any material claim or material assessment of Taxes, enter into any agreement or waiver extending the period for assessment or collection of any material Taxes of the Company or any of its Subsidiaries, or fail to pay or withhold, or otherwise properly reserve for, any material Taxes of the Company or any of its Subsidiaries.

     (l) Material Contracts. Enter into any contract, agreement or commitment (excluding Government Contracts) of a character that would constitute a Material Contract or be required to be disclosed in Section 3.01(k) of the Disclosure Schedule if such contract, agreement or commitment had been entered into prior to the date of this Agreement, or terminate, renew or amend in any material respect any Material Contract, in each case, other than in the Ordinary Course of Business (it being understood that if any such entry into, or termination, renewal or amendment of, any such contract, agreement or commitment is permitted pursuant to this Section 4.01(l) as a result of the Ordinary Course of Business exception set forth above, but such action would otherwise be prohibited by any other provision of this Section 4.01, then this Section 4.01(l) shall not be interpreted to permit such action without the prior written consent of Parent as contemplated hereby).

     (m) Non-Competes. Enter into any agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any product or service (including any “most favored nation” clauses), or which, following the consummation of the Merger, could so limit Guarantor, Parent or any of their affiliates (including the Surviving Corporation), including any contract clause, mitigation plan, or other limitation with respect to “Organizational Conflicts of Interest,” as that term is used in Federal Acquisition Regulation Subpart 9.5.

     (n) Government Contracts. Enter into any Government Contract or submit any bid for a Government Contract that (1) would reasonably be expected to result in a financial loss of greater than $100,000, (2) involves unusual risk in performance or compliance with schedule requirements or contains non-customary terms and conditions or (3) would, under the federal rules covering Organizational Conflicts of Interest, as

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that term is used in Federal Acquisition Regulation Subpart 9.5, limit Parent, the Surviving Corporation or any of their respective Subsidiaries from engaging in any line of business, competing with any Person or selling any product or service.

     (o) Adverse Actions. Take, or omit to take, any action that would reasonably be expected to result in any of the conditions to the Merger set forth in Article VI not being satisfied in a timely manner.

     (p) Waivers; Etc. Waive, release or assign any material rights, claims or benefits of the Company or any of its Subsidiaries under any Material Contract, other than in the Ordinary Course of Business.

     (q) Capital Expenditures; Demonstration Equipment. Make any capital expenditures, capital additions or capital improvements in amounts exceeding $5,000,000 in the aggregate, or manufacture any demonstration equipment with a cost exceeding $2,000,000 in the aggregate.

     (r) Reportable Transactions. Engage in any “reportable transaction,” including any “listed transaction,” within the meaning of Code Section 6011 or any other applicable federal Law including any Internal Revenue Service ruling, procedure, notice or other pronouncement.

     (s) Satisfaction of Liabilities. Other than in the Ordinary Course of Business, pay, discharge or satisfy any material claim, liability or obligation, or settle or compromise any material pending or threatened suit, action or proceeding requiring payments by the Company in excess of $250,000 in the aggregate.

     (t) Insurance. Materially change the amount or nature of any insurance coverage, other than in the Ordinary Course of Business.

     (u) Related-Party Transactions. Enter into, amend, modify, terminate or engage in any contract, agreement, commitment or transaction with any executive officer or director of the Company, or any Person owning five percent (5%) or more of the Company Common Stock, or any relative of any such Person directly or indirectly controlled by such Person.

     (v) Commitments. Enter into any contract or binding commitment with respect to any of the foregoing, or otherwise resolve or commit to do any of the foregoing.

     4.02 [Reserved].

     4.03 Additional Reports. From the date of this Agreement to the Effective Time, the Company will timely file with, or furnish to, the SEC all forms, statements, reports, certifications, schedules and other documents (including all exhibits and amendments thereto) required to be filed or furnished by it under the Exchange Act and/or the Securities Act. The Company will furnish to Parent drafts of all such forms, statements, reports, certifications, schedules and other documents a reasonable time prior to filing with, or furnishing to, the SEC,

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and copies of any such forms, statements, reports, certifications, schedules and other documents that it files with, or furnishes to, the SEC on or after the date of this Agreement.

     4.04 Reasonable Best Efforts; Antitrust Filings; Cooperation.

     (a) Reasonable Best Efforts. Subject to Section 4.04(b), from the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things, necessary, proper or advisable to consummate and make effective, as promptly as practicable prior to the Termination Date, the Transactions in accordance with the terms of this Agreement and the Voting Agreement, including: (1) the taking of all acts necessary to cause the conditions to the Merger to each be satisfied as promptly as practicable; and (2) the obtaining of all actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all registrations, notices and filings (including filings with Governmental Authorities), in each case, that are required in connection with this Agreement and the Merger and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority.

     (b) Antitrust Filings. In connection with and without limiting the foregoing clause (a), the Company shall, and Parent shall cause Guarantor to, file (1) duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act and (2) duly make all notifications and other filings required under any other applicable Antitrust Law (together with the HSR Filing, the “Antitrust Filings”) that the Company and Parent deem advisable or appropriate or that may be required by the applicable Antitrust Authority, in each case with respect to the Transactions and as promptly as practicable, but in the case of the HSR Filing, no later than five (5) Business Days following the execution and delivery of this Agreement unless the Parties otherwise agree. The Antitrust Filings shall be prepared and made in substantial compliance with the requirements of the HSR Act or other Antitrust Laws, as applicable. Each Party will use its respective reasonable best efforts to obtain early termination of the applicable waiting period, if any, under all Antitrust Laws. Notwithstanding anything to the contrary contained in this Agreement (whether in clause (a) or elsewhere), nothing contained in this Agreement will be deemed to require Parent or Guarantor to enter into any agreement, consent decree or other commitment requiring Parent, Guarantor or any of their Subsidiaries to (A) divest, hold separate or otherwise limit the use of any assets of the Company or its Subsidiaries, or Parent, Guarantor or their Subsidiaries, (B) litigate, pursue or defend any action or proceeding challenging any of the Transactions as violative of any Antitrust Laws, (C) other than filing fees required by the HSR Act, make any out of pocket expenditures of more than a de minimis amount or incur any obligations or liabilities, in each case, in order to comply with the provisions of this Section 4.04 or (D) take any other action that would, or would reasonably be expected

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to, materially and adversely affect Parent, Guarantor or any of their Subsidiaries (including after the Effective Time, the Surviving Corporation).

     (c) Cooperation. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its terms, each Party shall, subject to applicable Law and except as prohibited by any applicable representative of any applicable Governmental Authority: (1) furnish to the other Parties upon reasonable request all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries with or to any third party or Governmental Authority in connection with the Transactions; (2) promptly notify the other Parties of any written communication to the first Party from any Antitrust Authority, any State Attorney General or any other Governmental Authority relating to this Agreement or the Transactions, and permit the other Parties a reasonable opportunity to review in advance any proposed written communication to any of the foregoing with respect to the Transactions; (3) not participate or agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Transactions unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat; and (4) furnish the other Parties with copies of all correspondence, filings and written communications (and memoranda setting forth the substance thereof) between such Party and its Subsidiaries and their respective Representatives, on the one hand, and any Governmental Authority or members or their respective staffs, on the other hand, with respect to this Agreement and the Transactions. Each Party shall (A) respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Antitrust Authority for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters relating to this Agreement or the Transactions, including the Antitrust Filings, and (B) not extend any waiting period under the HSR Act or enter into any agreement with any Antitrust Authority not to consummate the Transactions without the prior written consent of the other Parties.

     (d) Parent shall cause Merger Sub to comply with all of Merger Sub’s obligations under or related to this Agreement and the Transactions.

     4.05 Stockholder Approvals.

     (a) As soon as possible after the date of this Agreement, the Company, acting through the Company Board, shall, in accordance with applicable Law (including the DGCL) and the Company’s Certificate of Incorporation and Bylaws, establish a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders for the purpose of considering and taking action on this Agreement and the Merger, and the Company shall submit this Agreement for adoption by the Company Stockholders at such meeting (the “Stockholders’ Meeting”). At the Stockholders’ Meeting, Parent and Merger Sub shall cause all Shares then owned by them and their

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respective Subsidiaries to be voted in favor of the approval and adoption of this Agreement.

     (b) Subject to Section 4.09, the Company shall use its reasonable best efforts to solicit from the Company Stockholders proxies in favor of the adoption of this Agreement and take all actions reasonably necessary or advisable to secure the Company Stockholder Approval.

     (c) The Company’s obligations pursuant to this Section 4.05 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal or any withdrawal of the Company Board Recommendation. Subject to the Company withholding, withdrawing, qualifying or modifying its recommendation pursuant to and in accordance with Section 4.09, the Company, acting through the Company Board, will make the Company Board Recommendation at the Stockholders’ Meeting.

     4.06 Proxy Statement.

     (a) As soon as possible after the date of this Agreement, the Company shall prepare and file, in no event later than three (3) Business Days after the date of this Agreement, a preliminary Proxy Statement with the SEC under the Exchange Act and shall use its reasonable best efforts to have such preliminary Proxy Statement cleared by the SEC promptly. The Company agrees to use its reasonable best efforts, after consultation with Parent, to respond promptly to all comments of and requests by the SEC with respect to such preliminary Proxy Statement and to cause a definitive Proxy Statement and all required amendments and supplements thereto to be disseminated to the Company Stockholders entitled to vote at the Stockholders’ Meeting at the earliest practicable time. The Company will notify Parent promptly of the receipt of and will respond promptly to any (1) comments from the SEC or its staff and (2) request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. Parent and its counsel will be given a reasonable opportunity to be involved in the drafting of and review and comment upon the Proxy Statement and any amendment or supplement thereto and any such correspondence prior to its filing with the SEC or dissemination to the Company Stockholders.

     (b) No amendment or supplement to the Proxy Statement will be made by the Company without the prior approval of Parent, which approval will not be unreasonably withheld, conditioned or delayed. If at any time prior to the Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective affiliates, directors or officers or the Transactions should be discovered by the Company or Parent, which such Party believes should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not 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

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circumstances under which they were made, not misleading, the Party that discovers such information (or the Party whose Subsidiary discovers such information) shall promptly notify the other Party, and an appropriate amendment, supplement or other filing, if any, incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC upon mutual agreement of Parent and the Company and, to the extent required by applicable Law, (1) disseminated to the Company Stockholders, and (2) proxies in connection therewith will be resolicited, in each case, as promptly as reasonably practicable.

     (c) The Company shall cause (1) the Proxy Statement to include all information required under applicable Law to be furnished to the Company Stockholders in connection with the Merger and the Transactions and, subject to Section 4.09, to include the Company Board Recommendation and (2) all documents filed by the Company with the SEC in connection with the Merger to comply as to form and substance with all applicable requirements of the Exchange Act. The information included or incorporated by reference in the Proxy Statement will not at the time (A) the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC, (B) the Proxy Statement is disseminated to the Company Stockholders, or (C) of the Stockholders’ 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 were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made in the Proxy Statement regarding Guarantor, Parent or Merger Sub and furnished in writing by Guarantor, Parent or Merger Sub expressly for inclusion in the Proxy Statement. It is understood and agreed that all other information in the Proxy Statement will be deemed to have been furnished by the Company. Parent and Merger Sub shall supply all information regarding Guarantor, Parent and Merger Sub reasonably requested by the Company in connection with the preparation of the Proxy Statement as promptly as practicable.

     4.07 Press Releases. The initial press releases issued by each Party announcing the Merger and the Transactions will be in a form that is mutually acceptable to Parent and the Company. Thereafter, Parent and Merger Sub, on the one hand, and the Company, on the other hand, will consult with each other before issuing any press release with respect to the Transactions or this Agreement and will not issue any such press release without the prior written consent of the other Party, which will not be unreasonably withheld, conditioned or delayed; provided, however, that a Party may, without the prior consent of the other Party (but after prior consultation, to the extent practicable in the circumstances), issue any such press release as may be required by applicable Law, securities exchange or Nasdaq rules. Parent and Merger Sub, on the one hand, and the Company, on the other hand, will cooperate to develop all public communications and make appropriate members of management available at presentations related to the Transactions as reasonably requested by the other Party.

     4.08 Access; Information.

     (a) From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice, the

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Company will (and will cause its Subsidiaries to) afford Parent and Parent’s Representatives such access during normal business hours to the officers, employees, agents, books, records (including Tax Returns and work papers of independent auditors) and properties of the Company and its Subsidiaries as Parent may reasonably request; provided, however, that such access shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries. All requests for such access shall be made to such agents of the Company as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will be required to afford access to or disclose information that would (1) jeopardize the attorney client privilege, provided that the Company will nonetheless provide Parent and its Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses, (2) violate any of its contractual obligations with respect to confidentiality if the Company will have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure without requiring the Company to pay any amount or waive any rights to obtain such consent or (3) violate any Law. The Parties will make reasonable appropriate substitute arrangements in circumstances where the previous sentence applies.

     (b) Each Party will hold any information provided in connection with this Agreement or the Transactions confidential and any such information provided by the Company, its Subsidiaries or their respective Representatives to Parent, Merger Sub or any of their respective Representatives, will be deemed to be “Information” under the Confidentiality Agreement.

     (c) The Company will provide to Parent a copy of the opinion referenced in Section 3.01(u) promptly after the date of this Agreement solely for information purposes.

     4.09 No Solicitation.

     (a) From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives and its Subsidiaries (and its Subsidiaries’ Representatives) not to, directly or indirectly, (1) initiate, facilitate, solicit or knowingly encourage inquiries or proposals that constitute, or might reasonably be expected to lead to, any Acquisition Proposal, (2) initiate or engage with any third party in any discussions or negotiations concerning, or furnish any information to any third party in connection with, any Acquisition Proposal (except to notify such third party of the existence of the provisions of this Section 4.09), or otherwise knowingly facilitate other inquiries or the making of any proposal that constitutes, or that might reasonably be expected to lead to, any Acquisition Proposal, or (3) except as permitted pursuant to Section 4.09(g) below, enter into any letter of intent, agreement, arrangement or undertaking (other than a confidentiality agreement permitted by Section 4.09(b) below) with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal, or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or

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any of the other Transactions. Without limiting the foregoing, it is agreed that any violation of the foregoing restrictions by any Representative, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries, or otherwise, will be deemed to be a breach of this Section 4.09 by the Company, and the Company will cause its Representatives to comply with the terms of this Section 4.09.

     (b) Notwithstanding the restrictions set forth in Section 4.09(a), any time prior to obtaining the Company Stockholder Approval, the Company may in response to an unsolicited Acquisition Proposal received by the Company which did not result from a breach of this Section 4.09, furnish information to, or enter into discussions or negotiations with, any Person that has made such unsolicited Acquisition Proposal if, and only to the extent that: (1) such Acquisition Proposal constitutes a Superior Proposal or the Company Board, after consulting with the Company’s outside legal counsel and financial advisors, determines in good faith that such Acquisition Proposal, after furnishing such information and entering into such discussions or negotiations, would reasonably be expected to result in a Superior Proposal; (2) after consultation with its outside legal counsel, the Company Board determines in good faith that the failure to take such action would violate its fiduciary duties under applicable Law; (3) the Company and its Subsidiaries are otherwise in compliance with this Section 4.09 (including, at least two (2) Business Days prior to furnishing such information to, or entering into discussions or negotiations with, such Person, by giving Parent notice to the effect that the Company is furnishing information to, or entering into discussions or negotiations with, such Person); (4) prior to furnishing such information, the Company receives from such Person an executed confidentiality agreement on customary terms similar to and no less favorable to the Company than those contained in the Confidentiality Agreement (provided such agreement shall allow the Company to comply with its obligations under this Agreement, including Section 4.09(c)); and (5) the Company keeps Parent informed, on a reasonably current basis, of the status of any discussions or negotiations as provided herein.

     (c) The Company shall as promptly as reasonably practicable (and in any event within two (2) Business Days after receipt) notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by the Company that has led to, or might reasonably be expected to lead to, any Acquisition Proposal, including a copy of (or if oral, a written statement setting forth in reasonable detail the material terms and conditions of) any such proposal, discussion, negotiation, inquiry or Acquisition Proposal, and the identity of the third party from which it was received. The Company will (1) keep Parent reasonably apprised of any material developments, discussions and negotiations with respect to any such proposal, discussion, negotiation, inquiry or Acquisition Proposal, as well as any material modification of or amendment thereto, (2) promptly upon receipt or delivery thereof, provide Parent with copies of all drafts and versions of agreements (including schedules and exhibits) relating thereto exchanged between the Company and such third party or their respective Representatives, and (3) promptly make available to Parent any non-public information concerning the Company or any of its Subsidiaries furnished to any third party in connection therewith that has not previously been provided to Parent. The Company will give Parent prompt

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notice after any determination by the Company Board that an Acquisition Proposal is, or would reasonably be likely to result in, a Superior Proposal.

     (d) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the Transactions) conducted heretofore with respect to any Acquisition Proposal and use its commercially reasonable efforts to effect the prompt return or destruction of all confidential information furnished to any Person in connection with a possible Acquisition Proposal during the twelve (12) month period ending on the date of this Agreement.

     (e) Nothing contained in this Section 4.09 prohibits or will be construed as prohibiting the Company or the Company Board from (1) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (2) making any disclosure to the Company Stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, failure to make such disclosure would be inconsistent with applicable Law; provided however, that a Company Board Change of Recommendation (as defined below) shall be made only in accordance with Section 4.09(f) or 4.09(g).

     (f) Except as otherwise permitted by this Section 4.09(f) and Section 4.09(g), from the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, neither the Company Board nor any committee thereof shall (1) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (2) cause or permit the Company to enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement with respect to any Acquisition Proposal, or (3) withdraw, amend or modify in a manner adverse to Parent or Merger Sub, or publicly propose to withdraw, amend or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (a “Company Board Change of Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, the Company Board may, in response to a material development or change in circumstances occurring or arising after the date of this Agreement that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Company Board Change of Recommendation if the Company Board has concluded in good faith, after consultation with, and taking into account the advice of, its outside legal counsel, that, in light of such Intervening Event, the failure of the Company Board to effect such a Company Board Change of Recommendation would result in a breach of its fiduciary duties under applicable Law; provided, however, that the Company shall not be entitled to exercise its right to make a Company Board Change of Recommendation pursuant to this sentence unless the Company has (A) given Parent at least three (3) Business Days’ prior notice (unless the Intervening Event arises fewer than three (3) Business Days prior to the Stockholders’ Meeting) advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail and (B) during such three (3) Business Day period, or such shorter period as may remain prior to the Stockholders’ Meeting, if requested by Parent, engaged in good faith negotiations with

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Parent to amend this Agreement in such a manner that obviates the need for a Company Board Change of Recommendation as a result of the Intervening Event. No Company Board Change of Recommendation will modify the previous approval of the Company Board which caused all state takeover statutes or other state Laws, including the Takeover Laws, to be inapplicable to the Transactions.

     (g) Notwithstanding anything in this Section 4.09 to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company Board (or any duly constituted committee of the Company Board) may, in response to a Superior Proposal, cause the Company to terminate this Agreement pursuant to Section 7.01(g) and concurrently with such termination enter into a definitive agreement providing for the transactions contemplated by such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to Section 7.01(g), and any purported termination pursuant to Section 7.01(g) shall be void and of no force or effect, unless, (1) the Company shall have complied with all the provisions of this Section 4.09, including the notification provisions in this Section 4.09(g), and with all applicable requirements of Sections 7.01(g) and 7.03 (including the payment of the Termination Fee and Expense Reimbursement prior to or concurrently with such termination) in connection with such Superior Proposal and (2) after consultation with its outside legal counsel, the Company Board determines in good faith that the failure to take such action would violate its fiduciary duties under applicable Law; and provided further, however, that the Company shall not exercise its right to terminate this Agreement pursuant to Section 7.01(g): (A) until after the second Business Day following actual receipt by Parent of notice from the Company advising Parent that the Company has received a Superior Proposal, specifying the material terms and conditions of the Superior Proposal and attaching the most current versions of the definitive agreement, all exhibits and other attachments thereto and agreements (such as stockholder agreements) ancillary thereto to effect such Superior Proposal, and identifying the Person making such Superior Proposal (a “Notice of Superior Proposal”) and stating that the Company Board intends to cause the Company to exercise its right to terminate this Agreement pursuant to Section 7.01(g) (it being understood and agreed that, prior to any termination pursuant to Section 7.01(g) taking effect, any amendment to the price or any other material term of a Superior Proposal (such amended Superior Proposal, a “Modified Superior Proposal”) shall require a new Notice of Superior Proposal and a new two (2) Business Day period with respect to such Modified Superior Proposal), during which two (2) Business Day period the Company will and will cause its Representatives to negotiate in good faith with Parent so that Parent may propose an adjustment to this Agreement for the purpose of causing the Acquisition Proposal to no longer be a Superior Proposal, and (B) unless either (i) on or before the expiration of the two (2) Business Day period following the actual receipt by Parent of any Notice of Superior Proposal, Parent does not make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal (a “Matching Agreement”) in response to such Superior Proposal or (ii) following receipt of a Matching Agreement within the two (2) Business Day period, the Company Board (or any duly constituted committee thereof) concludes in good faith, after consultation with the Company’s outside legal counsel and after taking into

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consideration the Matching Agreement, that the Superior Proposal to which the Notice of Superior Proposal relates continues to be a Superior Proposal.

     4.10 Takeover Laws and Provisions. Each of the Company and the Company Board will take all actions to cause the Transactions (a) not to be subject to requirements imposed by any Takeover Law and will take all necessary steps within its control to exempt (or ensure the continued exemption of) the Transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect and (b) to comply with any Takeover Provisions and will take all necessary steps within its control to make the Transactions comply with (or continue to comply with) any Takeover Provisions. If any Takeover Law or Takeover Provision becomes applicable to the Transactions, each of the Company and the Company Board will, upon the request of Parent or Merger Sub, use its best efforts to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Law or Takeover Provision on the Transactions.

     4.11 Control of Operations. Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement will give to Guarantor, Parent or Merger Sub, directly or indirectly, rights to control or direct the operations of the Company or any of its Subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.

     4.12 Stockholder Litigation. The Company will give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors or executive officers relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it will not settle or offer to settle in exchange for the payment of funds any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger or any other Transaction (unless such payment of funds will be made under the Company’s applicable Insurance Policy), without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed).

     4.13 Notification of Certain Matters. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will give prompt notice to each other of, and will use its reasonable best efforts to prevent or promptly remedy, (a) the occurrence or failure to occur or the impending or threatened occurrence or failure to occur, of any event which occurrence or failure to occur would be likely to cause any of its representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time and (b) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 4.13 will not limit or otherwise affect the remedies available hereunder to the Party receiving such notice nor be deemed to have amended any of the disclosures set forth in the Disclosure Schedule, to have qualified the representations and warranties contained herein or to have cured any misrepresentation or breach of a representation

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or warranty that otherwise might have existed hereunder by reason of such material development.

     4.14 Voting Agreement. The Company will take actions as may be necessary or appropriate to give effect to and implement the transfer restrictions and other provisions set forth in the Voting Agreement.

     4.15 Release of Confidentiality and Standstill Obligations. The Company shall not release nor permit the release of any Person from, or waive or permit the waiver of any provision of, and the Company shall use its reasonable efforts to enforce or cause to be enforced, any confidentiality, “standstill” or similar agreement to which the Company or any of its Subsidiaries is a party, unless the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would be a breach of its fiduciary duties to the Company Stockholders under applicable Law; provided, however, that the Company shall give Parent at least two (2) Business Days prior notice of such upcoming release and/or waiver and specifying the reasons therefor in reasonable detail, including the identities of the parties to such confidentiality, “standstill” or similar agreements; provided further, however, that the Company shall not release or permit the release from, or waive or permit the waiver of, any provision of any standstill or similar agreement the effect of which would be to permit such Person to effect a transaction without the approval of the Company Board.

ARTICLE V

Covenants and Agreements to be Performed Following the Closing

     5.01 Indemnification.

     (a) The indemnification provisions of the Constituent Documents of the Surviving Corporation as in effect at the Effective Time will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who immediately prior to the Effective Time were directors, officers or employees of the Company unless such modification shall be required by Law.

     (b) Without limiting Section 5.01(a), following the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless the present and former directors, officers and employees of the Company and its Subsidiaries (each, an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees and costs of investigation), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions before, at or after the Effective Time (including as to, or arising out of or pertaining to, the Transactions), to the fullest extent permitted by applicable Law. At and as of the Effective Time, Parent shall cause the Constituent Documents of the Surviving Corporation to be amended as necessary to provide for the rights and protections contained in the indemnification and advancement of expense provisions set forth in the Constituent Documents of the Company in effect on the date hereof and

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with Parent’s obligations under this Section 5.01. Parent shall cause the Surviving Corporation to advance expenses in connection with any of the foregoing as incurred by directors and officers to the fullest extent permitted under applicable Laws; provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is finally determined that it is not entitled to indemnification by a court of competent jurisdiction.

     (c) Effective as of the Effective Time, Parent will cause to be purchased a directors’ and officers’ liability “tail” insurance policy that serves to reimburse the present and former officers and directors (determined as of the Effective Time) of the Company and its Subsidiaries (as opposed to reimbursing the Company or such Subsidiaries) with respect to claims against such directors and officers arising from facts or events occurring before, at or after the Effective Time (including as to, or arising out of or pertaining to, the Transactions), which insurance will contain substantially equivalent scope and amount of coverage as provided in the directors’ and officers’ liability insurance currently provided as of the date of this Agreement by the Company and its Subsidiaries; provided, however, that Parent will not be obligated to pay a premium for such insurance policy in excess of two hundred percent (200%) of the aggregate premium paid by the Company for its directors’ and officers’ insurance coverage in effect for the year that includes the date of this Agreement, which aggregate premium is set forth on Section 5.01(c) of the Disclosure Schedule. If the aggregate premium necessary to purchase such insurance coverage exceeds two hundred percent (200%) of the aggregate premium set forth on Section 5.01(c) of the Disclosure Schedule, Parent will use its reasonable best efforts to obtain the most advantageous “tail” policy of directors’ and officers’ liability insurance and fiduciary liability insurance reasonably obtainable for an aggregate premium not exceeding two hundred percent (200%) of the aggregate premium set forth on Section 5.01(c) of the Disclosure Schedule, provided that Indemnified Parties may be required to make application and provide customary representations and warranties to the insurance carrier for the purpose of obtaining such insurance.

     (d) Any Indemnified Party wishing to claim indemnification under Section 5.01(b), upon learning of any claim, action, suit, proceeding or investigation described above, will promptly notify Parent; provided, however, that failure to so notify Parent will not affect the obligations of Parent under Section 5.01(b) unless and to the extent that Parent is actually and materially prejudiced thereby.

     (e) If Parent or any of its successors or assigns (1) consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or (2) transfers all or substantially all of its assets to any other entity, then and in each such case, Parent will use its reasonable best efforts to cause proper provision to be made so that the successors and assigns of Parent will expressly assume the obligations set forth in this Section 5.01.

     (f) The provisions of this Section 5.01 will survive the Effective Time and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party and his or her heirs and legal representatives.

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     (g) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees and costs of investigation, that may be incurred by any Indemnified Party in enforcing Parent’s obligations set forth in this Section 5.01.

     5.02 Employee Matters.

     (a) From the Effective Time until the date that is twelve (12) months following the Effective Time, Parent shall provide, or cause to be provided, the employees and former employees of the Company and its Subsidiaries as of the Effective Time (the “Covered Employees”) with employee benefits and compensation plans (including with respect to salary and bonus, but not equity awards), programs and arrangements no less favorable, in the aggregate, than those provided by the Company or its Subsidiaries, as the case may be, to the Covered Employees immediately prior to the Effective Time.

     (b) From and after the Effective Time, Parent shall: (1) provide, or cause to be provided, all Covered Employees with service credit for purposes of eligibility to participate, vesting and benefit accruals (other than benefit accruals under a defined benefit plan) under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or any of its Subsidiaries in which Covered Employees are eligible to participate, for all periods of employment with the Company or any of its Subsidiaries (or their predecessor entities) prior to the Effective Time to the extent credited by the Company for purposes of a comparable plan (provided that there will be no duplication of benefits); and (2) with respect to any self-insured welfare benefit plans of Parent or any of its Subsidiaries, cause, and with respect to all other welfare benefit plans, use reasonable best efforts to cause, any pre-existing conditions limitations, eligibility waiting periods or required physical examinations to be waived with respect to the Covered Employees and their eligible dependents to the extent waived under the corresponding plan (for a comparable level of coverage) in which the applicable Covered Employee participated immediately prior to the Effective Time. If the Company’s or any of its Subsidiaries’ medical, vision and/or dental benefit plans for Covered Employees are terminated prior to the end of a plan year, Covered Employees and their dependents who are then participating in a deductible-based medical, vision and/or dental benefit plan sponsored by the Company or any of its Subsidiaries will be given credit for deductibles, co-payments and eligible out-of-pocket expenses incurred toward deductibles, co-payments and out-of-pocket maximums during the portion of the plan year preceding the termination date (or transfer date) in a comparable deductible-based medical, vision and/or dental benefit plan of Parent or any of its Subsidiaries for the corresponding Parent benefit plan year.

     (c) Parent and the Surviving Corporation shall honor, or cause to be honored, in accordance with their respective terms, all vested or accrued benefit obligations to, and contractual rights of, Covered Employees, including any benefits or rights arising as a result of the Transactions (either alone or in combination with any other event), in each case, as set forth on Section 5.02(c) of the Disclosure Schedule.

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     (d) No provision in this Section 5.02 will (1) create or be deemed to create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company, its Subsidiaries or any other Person other than the Parties and their respective successors and permitted assigns, (2) constitute or create or be deemed to constitute or create an employment agreement, (3) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Guarantor, Parent, the Company or any of their respective Subsidiaries, or (4) limit the Surviving Corporation’s discretion and authority to interpret the respective employee benefit and compensation plans, agreements, arrangements, and programs, in accordance with their terms and applicable Law.

     (e) Provided that Parent complies with its obligations pursuant to Sections 5.02(a) and 5.02(b), no provision in this Section 5.02 will (1) prohibit Parent from adding, deleting or changing providers of benefits, changing, increasing or decreasing co-payments, deductibles or other requirements for coverage or benefits (e.g., utilization review or pre-certification requirements), and/or making other changes in the administration or in the design, coverage and benefits provided to such Covered Employees, or (2) limit the right of the Surviving Corporation to amend or terminate any plan.

ARTICLE VI

Conditions to the Merger

     6.01 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to consummate the Merger and the other Transactions is subject to the fulfillment or written waiver by the Parties (to the extent permitted by applicable Law) before the Effective Time of each of the following conditions:

     (a) Stockholder Approval. The Company will have obtained the Company Stockholder Approval;

     (b) No Order. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger and no Law shall have been adopted that makes consummation of the Merger illegal or otherwise prevented or prohibited; and

     (c) HSR Act. Any applicable waiting period under the HSR Act shall have expired or been terminated.

     6.02 Conditions to the Obligation of the Company. The obligation of the Company to consummate the Merger and the other Transactions is subject to the fulfillment or written waiver by the Company (to the extent permitted by applicable Law) before the Effective Time of each of the following conditions:

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     (a) Representations and Warranties. Each of the representations and warranties of Parent and Merger Sub set forth in this Agreement (which for purposes of this subsection will be read as though none of them contained any Material Adverse Effect or materiality qualification) will be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case solely as of such date), in each instance, except as has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to Parent and Merger Sub;

     (b) Performance of Obligations. Each of Parent and Merger Sub will have performed or complied in all material respects with all of its agreements, obligations and covenants under this Agreement; and

     (c) Closing Certificate. Parent will have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying in his or her capacity as an executive officer of Parent and not in his or her capacity as an individual the satisfaction of the conditions set forth in Sections 6.02(a) and 6.02(b).

     6.03 Conditions to the Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Merger and the other Transactions is subject to the fulfillment or written waiver by Parent or Merger Sub (to the extent permitted by applicable Law) before the Effective Time of each of the following conditions:

     (a) Representations and Warranties. (1) Each of the representations and warranties of the Company contained in Section 3.01(e)(1) through (3) and (5) shall be true and correct other than in de minimis respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case solely as of such date), (2) each of the representations and warranties of the Company contained in Sections 3.01(a), 3.01(b), 3.01(c), 3.01(e)(4), 3.01(f), 3.01(g)(1), 3.01(g)(2) and 3.01(s) that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, or any such representation or warranty that is not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case solely as of such date) and (3) each of the other representations and warranties of the Company set forth in this Agreement (without regard to materiality or Material Adverse Effect) shall be true and correct in all respects, in each case, at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case solely as of such date), except where the failure to be so true and correct has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company;

     (b) Performance of Obligations. The Company will have performed or complied with in all material respects all of its agreements, obligations and covenants under this Agreement;

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     (c) No Material Adverse Effect. Since the date of this Agreement, there will not have been any event, change, circumstance, condition, development or effect that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company;

     (d) Dissenting Shares. Dissenting Shares will constitute no more than twelve percent (12%) of the outstanding Shares; and

     (e) Closing Certificate. The Company will have delivered to Parent a certificate, dated as of the Closing Date and signed by an executive officer of the Company, certifying in his or her capacity as an executive officer and not in his or her individual capacity the satisfaction of the conditions set forth in Sections 6.03(a) and 6.03(b).

ARTICLE VII

Termination

     7.01 Termination. This Agreement may be terminated at any time prior to the Effective Time and the Transactions may be abandoned (whether before or, subject to the terms hereof, after the Company Stockholder Approval has been obtained) for any reason provided in paragraphs (a) through (j) below.

     (a) By mutual written consent of each of Parent and the Company.

     (b) By either Parent or the Company if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger; provided, however, that the provisions of this Section 7.01(b) shall not be available to any Party if such Party’s material breach of this Agreement has been a principal cause of such Order.

     (c) By either Parent or the Company if any Law shall have been adopted, enacted or promulgated that makes consummation of the Merger illegal or otherwise prohibited.

     (d) By Parent if there shall have been a breach of any of the covenants or agreements set forth in this Agreement on the part of the Company (other than Section 4.09), or any representation or warranty of the Company set forth in this Agreement shall have become untrue or inaccurate, in each case, such that (1) the conditions set forth in Section 6.03(a) or 6.03(b) would not be satisfied and (2) such breach, untruth or inaccuracy shall not have been cured or is incapable of being cured within fifteen (15) days after Parent shall have given the Company notice thereof.

     (e) By either Parent or the Company if the adoption of this Agreement by the Company Stockholders shall not have been obtained at the Stockholders’ Meeting or at any adjournment or postponement of the Stockholders’ Meeting.

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     (f) By Parent or the Company if the Merger shall not have been consummated on or before November 30, 2009 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 7.01(f) shall not be available to any Party to the extent that such Party’s failure to comply in all respects with any provision of this Agreement has resulted in the failure of a condition to the consummation of the Merger prior to the Termination Date.

     (g) By the Company, at any time prior to obtaining the Company Stockholder Approval, to enter into a definitive agreement with respect to a Superior Proposal in accordance with Section 4.09; provided that prior thereto and as a condition precedent thereof, the Company pays the Termination Fee and Expense Reimbursement in accordance with Section 7.03.

     (h) By Parent if: (1) a Company Board Change of Recommendation shall have occurred or the Company shall have failed to include the Company Board Recommendation in the Proxy Statement disseminated to the Company Stockholders; (2) the Company Board fails to reconfirm the Company Board Recommendation within five (5) Business Days after receipt of a request by Parent, provided that any such request may be made only after notice of any of the following events (as any of the following events may occur from time to time): (A) receipt by the Company of an Acquisition Proposal, (B) any material change to an Acquisition Proposal and (C) a public announcement of any transaction to acquire a material portion of the Company Common Stock by a Person other than Merger Sub, Parent or any of their affiliates; (3) the Company Board shall have resolved to do either of the foregoing; or (4) the Company violates or breaches in any material respect any of its obligations under Section 4.09.

     (i) By the Company if there shall have been a breach of any of the covenants or agreements set forth in this Agreement on the part of Merger Sub or Parent, or any representation or warranty of Parent or Merger Sub set forth in this Agreement shall have become untrue or inaccurate, in each case, such that (1) the conditions set forth in Section 6.02(a) or Section 6.02(b) would not be satisfied and (2) such breach, untruth or inaccuracy shall not have been cured or is incapable of being cured within fifteen (15) days after the Company shall have given Parent notice thereof.

     (j) By Parent, if for five (5) or more days, the Dissenting Shares constitute more than twelve percent (12%) of the outstanding Shares.

     7.02 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.01, this Agreement will forthwith become void and there will be no liability on the part of any Party or any of its affiliates, directors, officers or stockholders except that (a) the Company may have liability or obligations as set forth in Section 7.03, (b) nothing herein relieves the Company, on the one hand, or Parent and Merger Sub, on the other hand, from liability for fraud or any willful or intentional breach hereof or willful or intentional misrepresentation herein, and (c) the provisions contained in Article I (Definitions; Interpretation), Section 4.07 (Press Releases), this Section 7.02 (Effect of Termination), Section 7.03 (Termination Fee), Article VIII (Miscellaneous) (as applicable) and the provisions

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of the Confidentiality Agreement will each survive any such termination. For purposes of this Agreement, “willful or intentional breach” will include a breach that is a consequence of an act undertaken by a breaching party with the knowledge that the taking of such act would, or would reasonably be expected to, cause a breach of this Agreement.

     7.03 Termination Fee.

     (a) If (1) the Company terminates this Agreement pursuant to Section 7.01(g) or (2) Parent terminates this Agreement pursuant to Section 7.01(h), then the Company shall (A) pay to Parent $23,600,000 in cash (the “Termination Fee”) and (B) reimburse up to an aggregate of $2,000,000 for Parent’s and Guarantor’s documented out-of-pocket expenses in connection with the Transactions (the “Expense Reimbursement”).

     (b) If Parent terminates this Agreement pursuant to Section 7.01(d), then (1) the Company will pay to Parent the Expense Reimbursement and (2) if (A) prior to such termination there exists an Acquisition Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination) and (B) within twelve (12) months after such termination, the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, an Acquisition Proposal, then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company will pay to Parent the Termination Fee.

     (c) If this Agreement is terminated pursuant to Section 7.01(f) or Section 7.01(j), then if (1) prior to such termination there exists an Acquisition Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination) and (2) within twelve (12) months after such termination, the Company or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, an Acquisition Proposal, then upon the signing of a definitive agreement relating to such Acquisition Proposal, or, if no such agreement is signed, then upon consummation of any such Acquisition Proposal, the Company will pay to Parent the Expense Reimbursement and the Termination Fee.

     (d) In the event that Parent terminates this Agreement pursuant to Section 7.01(e), then the Company will pay to Parent the Expense Reimbursement.

     (e) The Company will make any payments required by this Section 7.03 by wire transfer of immediately available funds to an account designated by Parent. Assuming reasonable documentation has been provided therefor, all Expense Reimbursements payable pursuant to Sections 7.03(a), (b) or (d) will be paid concurrently with the termination of this Agreement, and any Expense Reimbursement payable pursuant to Section 7.03(c) will be payable concurrently with the payment of any Termination Fee payable pursuant to such Section 7.03(c), as set forth in the next sentence. All Termination Fees will be paid (1) no later than two (2) Business Days after the date of such termination if terminated by Parent pursuant to Section 7.01(h), (2)

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prior to or concurrently with such termination if terminated by the Company pursuant to Section 7.01(g), and (3) the earlier of the date of the Company’s entry into an agreement providing for, or consummating, an Acquisition Proposal if terminated pursuant to Section 7.01(d), Section 7.01(f) or Section 7.01(j).

     (f) The Parties acknowledge that (1) the provisions of this Section 7.03 are an integral part of the Transactions, (2) the amount of, and basis for payment of, the Termination Fee and Expense Reimbursement are reasonable and appropriate in all respects, and (3) without those provisions, the Parties would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the Termination Fee and/or the Expense Reimbursement, and in order to obtain such payment, Parent or Merger Sub makes a claim that results in a judgment for the amounts set forth in this Section 7.03, the Company will pay to Parent and the Merger Sub their reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount set forth in this Section 7.03 at the rate announced by Bank of America, N.A. as its prime rate in effect on the date such payment was required to be made hereunder. Payment of the amounts described in this Section 7.03 will not be in lieu of damages incurred in the event of breach of this Agreement.

ARTICLE VIII
Miscellaneous

     8.01 Survival. None of the representations or warranties contained in this Agreement will survive the Effective Time. This Section 8.01 will not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Effective Time and this Article VIII will survive the Effective Time.

     8.02 Waiver; Amendment; Extension of Time. At any time prior to the Effective Time, whether before or after obtaining the Company Stockholder Approval, any provision of this Agreement may be (a) waived by the Party benefited by the provision, but only in writing (provided that no such waiver will be applicable except in the specific instance for which it is given), or (b) amended or modified at any time, but only by a written agreement executed in the same manner as this Agreement, except to the extent that any such amendment would violate applicable Law; provided that after receipt of the Company Stockholder Approval, no amendment shall be made or given that requires further approval of the Company Stockholders under the DGCL unless the required approval is obtained. Except as set forth elsewhere in this Agreement, at any time prior to the Effective Time, the Parties may extend the time for performance of any of the covenants, agreements or conditions of the other Parties to this Agreement, but only in a written agreement executed and delivered by or on behalf of the Party against which it is sought to be enforced. Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

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     8.03 Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts (whether by facsimile, electronic transmission or otherwise), each of which will be deemed to constitute an original, and transmission of a duly executed counterpart hereof by electronic means will be deemed to constitute delivery of an executed original manual counterpart hereof.

     8.04 Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. This Agreement and the agreements, instruments and documents contemplated hereby and all disputes between the Parties under or relating to this Agreement or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise, will be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other State. The Delaware Court of Chancery sitting in Wilmington, Delaware (and if the Delaware Court of Chancery shall be unavailable, any Delaware state court and the Federal court of the United States of America sitting in the State of Delaware) will have exclusive jurisdiction over any and all disputes among the Parties, whether at law or in equity, based upon, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise. Each of the Parties irrevocably consents to and agrees to submit to the exclusive jurisdiction of such courts, agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware, and hereby waives, and agrees not to assert in any such dispute, to the fullest extent permitted by applicable Law, any claim that (a) such Party is not personally subject to the jurisdiction of such courts, (b) such Party and such Party’s property is immune from any legal process issued by such courts or (c) any litigation commenced in such courts is brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 8.04 IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 8.07. HOWEVER, THE FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY ANY OTHER LEGALLY AVAILABLE METHOD. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS (AS DEFINED HEREIN). For purposes of this Section 8.04 only, the term “Party” shall include Guarantor.

     8.05 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (b) an injunction restraining such breach or threatened breach. Each Party further

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agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.05, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

     8.06 Disclosure Schedule. Before entry into this Agreement, the Company delivered to Parent and Merger Sub a schedule (the “Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) in response to an express disclosure requirement contained in a provision hereof or (b) as an exception to one or more representations or warranties contained in Section 3.01 or to one or more of the Company’s covenants contained in Article IV. The Disclosure Schedule constitutes an integral part of this Agreement and is attached hereto as Schedule A and is hereby incorporated herein. There may be included in the Disclosure Schedule and elsewhere in this Agreement items and information that are not “material,” and such inclusion will not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” and will not be used as a basis for interpreting the terms “material,” “materially,” “materiality” or any word or phrase of similar import used herein. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedule relating to a possible breach or violation of any contract or Law will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in the Disclosure Schedule and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the disclosures set forth in the Disclosure Schedule.

     8.07 Notices. All notices, requests and other communications given or made under this Agreement must be in writing and will be deemed given when personally delivered, transmitted by facsimile (with confirmation of successful transmission) or mailed by registered or certified mail (return receipt requested) to the persons, addresses and/or facsimile numbers set forth below or such other place as such Party may specify by notice given in accordance with this Section 8.07.

If to the Company, to:

Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, CT 06067
Attention:      Scott Conner
Facsimile:       (860) 257-0200

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with a copy to:

Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Christopher J. Hewitt
Facsimile: (216) 579-0212

If to Parent or Merger Sub, to:

General Dynamics Advanced Information Systems, Inc.
2941 Fairview Park Drive
Suite 100
Falls Church, VA 22042-4513
Attention:     David A. Savner
Facsimile:       (703) 876-3554

with a copy to:

Jenner & Block LLP
330 North Wabash Avenue
Chicago, IL 60611-7603
Attention:       Thaddeus J. Malik
Facsimile:       (312) 840-7313

     8.08 Entire Understanding; No Third Party Beneficiaries. This Agreement represents the entire understanding of the Parties regarding the Transactions and supersedes any and all other oral or written agreements and understandings previously made or purported to be made with respect thereto, other than the Confidentiality Agreement and the Voting Agreement. Other than those set forth in the Voting Agreement, no representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied on by any Party in entering into this Agreement. Except for (i) the enforcement by the Indemnified Parties after the Effective Time of Section 5.01, and (ii) Guarantor to the extent it is required to perform its obligations as set forth in Section 8.13, nothing expressed or implied in this Agreement is intended to confer any rights, remedies, obligations or liabilities upon any Person other than the Parties.

     8.09 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon any such determination, the Parties will negotiate in good faith in an

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effort to agree upon a suitable and equitable substitute provision to effect the original intent of the Parties.

     8.10 Assignment; Successors. No Party nor Guarantor may assign either this Agreement or any of its rights or interests, or delegate any of its duties, hereunder, in whole or in part, without the prior written consent of the other Parties; provided that Merger Sub may assign any of its rights, interests and obligations hereunder, in whole or from time to time in part, to any direct or indirect Subsidiary of Guarantor without the consent of any other party, but no such assignment shall relieve Parent of its obligations hereunder. Any attempt to make any assignment in violation of this Section 8.10 will be null and void. Subject to the preceding sentences of this Section 8.10, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the Parties and Guarantor and their respective successors and permitted assigns.

     8.11 Expenses. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with this Agreement and the Transactions will be paid by the Party incurring such expenses, whether or not the Merger is consummated.

     8.12 Disclaimer. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.02 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

     8.13 Guaranty. Guarantor hereby irrevocably guarantees each and every obligation of Parent and Merger Sub under this Agreement. This is a guarantee of payment and performance, and not of collection, and Guarantor acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Parent’s or Merger Sub’s obligations (other than in accordance with the terms hereof), whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity or enforceability of this guarantee or any provision requiring or contemplating performance by Guarantor. Guarantor hereby waives, for the benefit of the Company, (i) any right to require the Company to, as a condition of payment or performance by Guarantor, proceed against Parent or Merger Sub or pursue any other remedy whatsoever and (ii) to the fullest extent permitted by Law, any defense or benefits that may be derived from or afforded by applicable Law that limit the liability of or exonerate guarantors or sureties. Guarantor understands that the Company is relying on this guarantee in entering into this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC.
By:	/s/ David A. Savner
Name:		David A. Savner
Title:		Vice President
VISION MERGER SUB, INC.
By:	/s/ David A. Savner
Name:		David A. Savner
Title:		Vice President
AXSYS TECHNOLOGIES, INC.
By:	/s/ Stephen W. Bershad
Name:		Stephen W. Bershad
Title:		Chief Executive Officer
AS GUARANTOR SOLELY FOR THE PURPOSES OF SECTION 8.13: GENERAL DYNAMICS CORPORATION
By:	/s/ David A. Savner
Name:		David A. Savner
Title:		Senior Vice President

EX-10.1

Exhibit 10.1

EXECUTION COPY

VOTING AGREEMENT

by and among

STEPHEN W. BERSHAD,

SWB HOLDING CORPORATION,

GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC.

and

VISION MERGER SUB, INC.

dated as of

June 4, 2009

TABLE OF CONTENTS

	Page
ARTICLE 1
1.01 Certain Definitions		1
1.02 Representations and Warranties of the Stockholders		1
1.03 Representations and Warranties of Parent and Merger Sub		3
ARTICLE 2
2.01 Transfer of the Shares		3
2.02 Adjustments		4
ARTICLE 3
3.01 Voting Agreement		4
3.02 Proxy		5
3.03 Dissenting Shares		6
3.04 Succession to Shares		6
3.05 No Solicitation		6
3.06 Disclosure		6
ARTICLE 4
4.01 Termination		7
4.02 Expenses		7
4.03 Further Assurances		7
4.04 Press Releases		7
4.05 Specific Performance		7
4.06 Miscellaneous		7

-i-

VOTING AGREEMENT

     This VOTING AGREEMENT, dated as of June 4, 2009 (this “Agreement”), is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“Parent”), Vision Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Axsys Technologies, Inc., a Delaware corporation (the "Company”).

     WHEREAS, Parent, Merger Sub and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), which provides, among other things, that, upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), and as a result of the Merger, the Company will become an indirect, wholly-owned subsidiary of Guarantor; and

     WHEREAS, each Stockholder acknowledges that, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement (and for Guarantor to perform its obligations thereunder), Guarantor, Parent and Merger Sub have requested that each Stockholder agree, and in order to induce Guarantor, Parent and Merger Sub to enter into the Merger Agreement, each Stockholder has agreed, to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the 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

     1.01 Certain Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

     1.02 Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as follows:

          (a) The Stockholder (i) is the sole record or beneficial owner, except for the Shares held of record by HoldCo (as defined below), which are also beneficially owned by Bershad (as defined below) (the term “beneficial owner” shall be as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply to all uses of the term “beneficial owner” (or any variation thereof) contained in this Agreement), of, and has good title to, the shares of Company Common Stock identified as being held by such Stockholder on Annex A hereto (all such shares of Company Common Stock, including any restricted shares of Company Common Stock owned by such Stockholder, being hereinafter referred to as the “Shares” of such Stockholder), free and clear of any Liens or voting agreements and commitments of every kind (including any restriction on the right to vote, sell or otherwise dispose of its Shares), except as set forth in this Agreement and (ii) holds stock options identified as being held by such Stockholder (the “Options”) to acquire the number of shares of Company Common Stock as set forth on Annex A hereto.

          (b) Other than its Options (if applicable), its Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply to all uses of the term “securities” contained in this Agreement) of the Company owned beneficially or otherwise, directly or indirectly, by the Stockholder (excluding (i) any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply to all uses of the terms “affiliates” and “associates,” respectively, contained in this Agreement) as to which it does not have voting or investment power and (ii) the Shares and Options (if applicable) owned by the other Stockholder).

          (c) Except for its Shares, its Options (if applicable) and the Shares and Options (if applicable) owned by the other Stockholder, the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant, or other Rights to acquire any securities of the Company that are or may by their 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 the Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that obligates it to vote or acquire any securities of the Company. The Stockholder holds sole and exclusive power to vote the Shares and has not granted any proxy to any other Person to vote the Shares, subject to the limitations set forth in this Agreement.

          (d) (i) Stephen W. Bershad (“Bershad”) owns, directly or indirectly, all the outstanding capital stock and equity of SWB Holding Corporation, a Delaware corporation (“HoldCo”); (ii) no capital stock or equity of HoldCo is or may become required to be issued (other than to Bershad) by reason of any security or otherwise; (iii) there are no contracts, commitments, understandings or arrangements by which HoldCo is bound to sell or otherwise transfer any capital stock or equity of HoldCo (other than to Bershad); (iv) there are no contracts, commitments, understandings or arrangements relating to Bershad’s right to vote or to dispose of the capital stock or equity of HoldCo; (v) all the capital stock and equity interests of HoldCo (A) have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and not subject to or issued in violation of any preemptive right, purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, HoldCo’s Constituent Documents or any contract or commitment to which HoldCo is a party or otherwise bound, and (B) were issued in material compliance with all applicable Laws, including federal and state securities laws; (vi) Bershad is the sole director and officer of HoldCo; and (vii) Bershad exclusively controls HoldCo.

          (e) The Stockholder has the legal capacity or power and authority, as the case may be, to execute, deliver and perform its obligations under, and has duly executed and delivered, this Agreement. This Agreement is the Stockholder’s valid and legally binding obligation, enforceable against the Stockholder in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). If the Stockholder is married and the Shares constitute community property, then this Agreement (including the granting of the irrevocable proxy as provided for in Section 3.02) has been duly authorized, executed and delivered by, and

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constitutes a valid and binding agreement of, such Stockholder’s spouse, enforceable against such person in accordance with its terms.

          (f) No consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by the Stockholder in connection with the execution, delivery or performance by the Stockholder of this Agreement or the transactions contemplated hereby.

          (g) The execution, delivery and performance of this Agreement by the Stockholder does not and will not constitute (i) a violation of any Law to which the Stockholder or any of the Stockholder’s properties (including the Shares) is subject or bound or (ii) a breach or violation of, or a default under, or conflict with, (A) the Constituent Documents of the Company or any of its Subsidiaries or (B) the Constituent Documents of such Stockholder, if applicable.

          (h) There is no suit, claim, action, charge or proceeding (including any arbitration proceeding or dispute resolution proceeding) pending or, to the knowledge of the Stockholder (after reasonably inquiry), threatened that, individually or in the aggregate, has impaired, or would reasonably be expected to impair, the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

     1.03 Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub represent and warrant to each Stockholder as follows:

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

          (b) Each of Parent and Merger Sub has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Each of Parent and Merger Sub has duly authorized, executed and delivered this Agreement. This Agreement has been duly authorized by all necessary corporate action of each of Parent and Merger Sub. This Agreement is each of Parent’s and Merger Sub’s valid and legally binding obligation, enforceable against each of them in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

ARTICLE 2

     2.01 Transfer of the Shares. During the term of this Agreement, except as otherwise provided herein, each Stockholder will not, directly or indirectly, (a) tender into any tender or exchange offer or otherwise sell, transfer (including transfer by merger, testamentary or intestate succession, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of Law), pledge, hypothecate, assign, gift, constructively sell or otherwise dispose of, or encumber with any Lien, or permit or suffer the encumbrance of any Lien on, any of its Shares (or any economic, voting or other direct or indirect right, title or interest therein), including, in each case, by operation of Law, (b) deposit its Shares into a voting trust, enter into any other voting agreement or arrangement with respect to its Shares or grant any proxy, power of attorney

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or other authorization or consent in or with respect to its Shares (other than to the other Stockholder), (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, hypothecation, assignment, gift, constructive sale, or other disposition of, or encumbrance with any Lien on, any interest in or the voting of any shares of Company Common Stock or any other securities of the Company (or any economic, voting or other direct or indirect right, title or interest therein), or any Rights with respect thereto, (d) take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by its Shares or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or (e) offer, commit or agree to take any of the foregoing actions. Any purported action by a Stockholder in violation of this Section 2.01 shall be null and void.

     2.02 Adjustments.

          (a) In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Shares or the like or any other action that would have the effect of changing a Stockholder’s ownership of Company Common Stock or other securities of the Company or (ii) a Stockholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities of the Company that entitle such Stockholder to vote on the matters contemplated herein (including pursuant to any exercise or conversion of any Rights, including any Company Stock Options or Company Stock-Based Awards), then the terms of this Agreement will apply to the shares of capital stock held by such Stockholder immediately following the effectiveness of the events described in clause (i) or such Stockholder becoming the beneficial owner thereof as described in clause (ii), and shall be deemed to be “Shares” with respect to such Stockholder for all purposes hereunder.

          (b) Each Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Parent in writing of the number of any new shares of Company Common Stock or other securities of the Company acquired by such Stockholder, if any, after the date hereof.

ARTICLE 3

     3.01 Voting Agreement. Unless otherwise directed in writing by Parent, at every meeting of the Company Stockholders, however called, and at every postponement or adjournment thereof, and on every action or approval of Company Stockholders (including by written consent), each Stockholder irrevocably agrees to, or to cause the holder of record on the applicable record date to, vote (or cause to be voted) (or consent or cause to be consented) its Shares (a) in favor of (i) the Company Stockholder Approval, including the approval and adoption of the Merger Agreement and the approval of the Merger and the other Transactions and (ii) any other matter that is required by applicable Law or a Governmental Authority to be approved by the Company Stockholders to facilitate the approval and consummation of the Merger and the other Transactions and (b) against (i) any Acquisition Proposal, (ii) any action or agreement that would, or would reasonably be expected to, result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement, and (iii) the following actions (other than the Merger and the other Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business

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combination involving the Company or any of its Subsidiaries; (B) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) (1) any change in the board of directors of the Company as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or bylaws, as amended prior to the date of this Agreement; (3) any other material change in the Company’s corporate structure or business; or (4) any other action that, in the case of each of the matters referred to in clauses (C)(1), (2) and (3), would, or would reasonably be expected to, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other Transactions or that could facilitate an Acquisition Proposal or Superior Proposal. Each Stockholder shall, or shall cause the holder of record on the applicable record date, to cast votes (or cause votes to be cast), or give consents (or cause consents to be given), with respect to all of its Shares in accordance with such procedures relating thereto so as to ensure that all of its Shares are duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Unless and until this Agreement shall be terminated pursuant to Section 4.01, the obligations of the Stockholders specified herein will apply whether or not (I) the Company Board (or any committee thereof) shall make any Company Board Change of Recommendation or (II) the Company breaches any of its representations, warranties, agreements or covenants set forth in the Merger Agreement.

     3.02 Proxy. Each Stockholder, by this Agreement, does hereby constitute and appoint Parent and Merger Sub, or any nominee thereof, with full power of substitution and re-substitution, during and for the term of this Agreement, as its true and lawful attorney-in-fact and proxy for and in its name, place and stead, to vote, express consent or dissent, or otherwise utilize such voting power with respect to its Shares in the manner and to the extent contemplated by Section 3.01 as such proxy or its substitute or re-substitute shall, in its sole discretion, deem proper with respect to its Shares. The proxy and power of attorney granted by each Stockholder pursuant to this Section 3.02 is a proxy and power coupled with an interest (in accordance with Section 212 of the DGCL), is irrevocable during and for the term of this Agreement, and is granted in order to secure each Stockholder’s performance under this Agreement and also in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement. The power of attorney granted hereunder is a durable power of attorney and shall survive the bankruptcy, death or incapacity of a Stockholder, as applicable. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each Stockholder shall execute and deliver to Parent any proxy cards that such Stockholder receives to vote in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the other Transactions. Each Stockholder represents and warrants that any proxies heretofore made or granted in respect of its Shares are not irrevocable, and hereby revokes any and all other proxies with respect to its Shares that it may have heretofore made or granted. If a Stockholder fails for any reason to be counted as present, consent or vote its Shares in accordance with the requirements of Section 3.01 (or anticipatorily breaches Section 3.01), then Parent shall have the right to cause to be present, consent or vote such Stockholder’s Shares in accordance with Section 3.01. For Shares as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall cause the record owner of any such Shares to grant to Parent and Merger Sub a proxy to the same effect as that contained herein. Notwithstanding anything to the contrary contained herein, the irrevocable

5

proxy granted hereby shall automatically terminate and be of no further force or effect upon termination of this Agreement.

     3.03 Dissenting Shares. Each Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights relating to the Merger or the other Transactions that it may directly or indirectly have by virtue of the ownership of its Shares, and (b) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Guarantor, Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (i) challenging 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 the Company Board in connection with the Merger Agreement, the Merger or the other Transactions. Notwithstanding the foregoing, nothing in this Section 3.03 shall constitute, or be deemed to constitute, a waiver or release by either Stockholder of any claim or cause of action against Parent or Merger Sub to the extent arising out of a breach of this Agreement by Parent or Merger Sub.

     3.04 Succession to Shares. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to its Shares and shall be binding upon any Person to which legal or beneficial ownership of its Shares shall pass, whether by operation of Law or otherwise, including such Stockholder’s heirs, guardians, administrators or successors, as applicable. Prior to, directly or indirectly, transferring any rights (including voting rights) or ownership in or to any of its Shares, each Stockholder agrees to cause the potential transferee of such Shares to enter into an agreement with Parent and Merger Sub on substantially the same terms as the terms hereof. Each Stockholder agrees that it shall authorize and request the Company to notify its transfer agent that there is a stop order with respect to all of the Shares and that this Agreement places limits on the voting of its Shares.

     3.05 No Solicitation. Each Stockholder agrees that Section 4.09 of the Merger Agreement shall apply to each Stockholder mutatis mutandis. Notwithstanding anything to the contrary in this Section 3.05, any action which is permitted by the Merger Agreement to be taken by a Stockholder in its individual capacity as an officer or director of the Company shall not be prohibited by this Section 3.05.

     3.06 Disclosure. Each Stockholder (a) hereby authorizes Guarantor, Parent and the Company to publish and disclose in any announcement or disclosure in connection with the Merger or the other Transactions, including the Proxy Statement, such Stockholder’s identity and ownership of its Shares and the nature of such Stockholder’s obligations under this Agreement and (b) agrees to promptly furnish to Parent any information it may reasonably request for the preparation of any such announcement or disclosure. Each Stockholder agrees to promptly notify Parent and the Company of any required corrections with respect to any information supplied by it for use in any such announcement or disclosure, if and to the extent that any such information shall have become false or misleading in any material respect.

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ARTICLE 4

     4.01 Termination. This Agreement will terminate upon the earliest to occur of (a) the Effective Time, (b) the date the Merger Agreement is terminated in accordance with its terms, and (c) the mutual written agreement of the Stockholders and Parent (such date of termination, the "Termination Date”); provided, however, that (i) this Section 4.01 and Sections 1.01, 4.02, 4.04, 4.05 and 4.06 (as applicable) shall survive any such termination and (ii) such termination shall not relieve any party for any breach of this Agreement occurring prior to such termination.

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

     4.03 Further Assurances. Each Stockholder agrees that prior to the Termination Date in accordance with its terms, such Stockholder shall not take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Stockholder of its obligations under this Agreement. Each party hereto will execute and deliver all such further documents and instruments and take all such further action as any other party may reasonably request in order to consummate the transactions contemplated hereby.

     4.04 Press Releases. Parent and Merger Sub, on the one hand, and the Stockholders, on the other hand, will consult with each other before issuing any press release with respect to the transactions contemplated by this Agreement, the Merger Agreement or the Transactions and will not issue any such press release without the prior written consent of the other parties, which will not be unreasonably withheld, conditioned or delayed; provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances), issue any such press release as may be required by applicable Law or securities exchange rules.

     4.05 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Each party agrees that, in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (b) an injunction restraining such breach or threatened breach. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.05, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

     4.06 Miscellaneous.

          (a) All representations and warranties contained herein are made as of the date hereof and will not survive the consummation of the Merger or any termination of this

7

Agreement. The covenants and agreements made herein will survive in accordance with their respective terms.

          (b) At any time prior to the Termination Date, any provision of this Agreement may be (i) waived by the party benefited by the provision, but only in writing (provided that no such waiver will be applicable except in the specific instance for which it is given), or (ii) amended or modified, but only by a written agreement executed in the same manner as this Agreement, except to the extent that any such amendment would violate applicable Law. Except as set forth elsewhere in this Agreement, at any time prior to the Termination Date, the parties may extend the time for performance of any of the covenants, agreements or conditions of the other parties to this Agreement, but only in a written agreement executed and delivered by or on behalf of the party against which it is sought to be enforced. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

          (c) This Agreement represents the entire understanding of the parties regarding the transactions contemplated hereby and supersedes any and all other oral or written agreements, representations and understandings previously made or purported to be made with respect thereto. Other than those set forth in the Merger Agreement, no representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied on by any party in entering into this Agreement. Nothing expressed or implied in this Agreement is intended to confer any rights, remedies, obligations or liabilities upon any Person other than the parties hereto.

          (d) This Agreement and the agreements, instruments and documents contemplated hereby and all disputes between the parties under or relating to this Agreement or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise, will be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other State. The Delaware Court of Chancery sitting in Wilmington, Delaware (and if the Delaware Court of Chancery shall be unavailable, any Delaware state court and the Federal court of the United States of America sitting in the State of Delaware) will have exclusive jurisdiction over any and all disputes among the parties, whether at law or in equity, based upon, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise. Each of the parties irrevocably consents to and agrees to submit to the exclusive jurisdiction of such courts, agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware, and hereby waives, and agrees not to assert in any such dispute, to the fullest extent permitted by applicable Law, any claim that (i) such party is not personally subject to the jurisdiction of such courts, (ii) such party and such party’s property is immune from any legal process issued by such courts or (iii) any litigation commenced in such courts is brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 4.06(d) IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS

8

AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 4.06(f). HOWEVER, THE FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY ANY OTHER LEGALLY AVAILABLE METHOD. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          (e) The table of contents and Section headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement.

          (f) All notices, requests and other communications given or made under this Agreement must be in writing and will be deemed given when personally delivered, transmitted by facsimile (with confirmation of successful transmission) or mailed by registered or certified mail (return receipt requested) to the persons, addresses and/or facsimile numbers set forth below or such other person, address and/or facsimile number as such party may specify by notice given in accordance with this Section 4.06(f).

     If to either of the Stockholders:

Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, CT 06067
Attention:     Stephen W. Bershad
Facsimile:     (860) 257-0200

     If to Parent or Merger Sub, to:

General Dynamics Advanced Information Systems, Inc.
2941 Fairview Park Drive
Suite 100
Falls Church, VA 22042-4513
Attention:     David A. Savner
Facsimile:     (703) 876-3554

     With a copy to:

Jenner & Block LLP
330 North Wabash Avenue
Chicago, IL 60611-7603
Attention:     Thaddeus J. Malik
Facsimile:     (312) 840-7313

9

          (g) This Agreement may be executed in one or more counterparts (whether by facsimile, electronic transmission or otherwise), each of which will be deemed to constitute an original, and transmission of a duly executed counterpart hereof by electronic means will be deemed to constitute delivery of an executed original manual counterpart hereof.

          (h) No party may assign either this Agreement or any of its rights or interests, or delegate any of its duties, hereunder, in whole or in part, without the prior written consent of the other parties; provided that Merger Sub may assign any of its rights, interests and obligations hereunder, in whole or from time to time in part, to any direct or indirect Subsidiary of Guarantor without the consent of any other party, but no such assignment shall relieve Parent of its obligations hereunder. Any attempt to make any assignment in violation of this Section 4.06(h) will be null and void. Subject to the preceding sentences of this Section 4.06(h), this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and permitted assigns.

          (i) The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, void or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon any such determination, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

          (j) 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 any party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. Without limiting the generality of the foregoing, the rights and remedies of the parties under this Agreement, and the obligations and liabilities of the parties under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under all applicable Laws.

          (k) This Agreement is the product of negotiation by the parties, which have had the assistance of counsel and other advisors. The parties intend that this Agreement not be construed more strictly with regard to one party than with regard to any other party.

          (l) The words “include,” “includes” or “including” as used in this Agreement are to be deemed followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and similar terms as used in this Agreement are to be deemed to refer to this Agreement as a whole and not to any specific Section or Article. Whenever the context requires, terms defined in this Agreement in the singular will be deemed to include the plural and vice versa. The word “extent” in the phrase “to the extent” as used in this Agreement means the degree to which a subject or other thing extends and such phrase does not simply mean “if.” No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or omit to take any action, to the extent such action or omission would violate

10

applicable Law. In this Agreement, except as the context may otherwise require, references: (i) to Sections or Articles are to the Sections or Articles of this Agreement; (ii) to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof); (iii) to any section of any statute or regulation include any successor to that section; and (iv) to the date of this Agreement is to the date set forth in the Preamble.

[Signatures on following page]

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

GENERAL DYNAMICS ADVANCED
INFORMATION SYSTEMS, INC.
By:	/s/ David A. Savner
Name:	David A. Savner
Title:	Vice President
VISION MERGER SUB, INC.
By:	/s/ David A. Savner
Name:	David A. Savner
Title:	Vice President
STOCKHOLDERS:
/s/ Stephen W. Bershad
Stephen W. Bershad
SWB HOLDING CORPORATION
By: Name:	/s/ Stephen W. Bershad Stephen W. Bershad
Title:	President

EX-99.1

Exhibit 99.1

News

12450 Fair Lakes Circle
Suite 800
Fairfax, VA 22033
www.gd-ais.com

June 4, 2009

General Dynamics Contact:	Axsys Technologies
Contact:
Lucy Ryan	Julie L. Oakes
Tel: 703 272 6010	Director of Investor
Relations
Cell: 703 216 7595	860-594-5751
Lucy.Ryan@gd-ais.com	Invest@axsys.com

General Dynamics Advanced Information Systems to Acquire Axsys Technologies, Inc.

Transaction will expand sensor, imaging and intelligence, surveillance and reconnaissance offerings to U.S. government

FAIRFAX, Va., and ROCKY HILL, Conn. – General Dynamics Advanced Information Systems, a business unit of General Dynamics (NYSE: GD), has entered into a definitive agreement to acquire Axsys Technologies, Inc., (NASDAQ: AXYS) for $54 per share of Axsys Technologies’ outstanding common stock. The cost of the transaction would be $643 million.

The proposed acquisition, which has been approved by the boards of directors of Axsys Technologies and General Dynamics, would be earnings-neutral in 2009 and accretive to General Dynamics’ earnings thereafter. The transaction is subject to normal regulatory approvals as well as approval by Axsys Technologies’ shareholders, and is expected to close during the third quarter of the year.

Axsys Technologies is a global leader in the design and manufacture of high-performance electro-optical and infrared (EO/IR) sensors and systems and multi-axis stabilized cameras. Its customers include U.S. military and homeland security agencies, systems integrators that support those customers, and commercial customers in high-performance markets such as aerial and perimeter surveillance applications in law enforcement, energy and broadcast and film production. Axsys Technologies’ sophisticated solutions are typically found in applications that demand the finest optical surfaces, highest accuracy and tightest motion-control tolerances, such as weapon systems, long-range surveillance cameras and highly precise imaging telescopes.

“Axsys Technologies delivers innovative, high-value products in a market segment that is strategic for General Dynamics Advanced Information Systems. Adding Axsys Technologies’ capabilities to our existing intelligence, surveillance and reconnaissance expertise will enable us to further strengthen our portfolio of

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offerings and discriminators in the high-growth tactical ISR market,” said Lou Von Thaer, president of General Dynamics Advanced Information Systems.

“In addition, we look forward to maintaining and strengthening relationships with Axsys Technologies’ existing customers, expanding and diversifying the technical products that General Dynamics is able to offer and pursuing new markets through collaboration among the product experts at each company,” Von Thaer said.

Stephen W. Bershad, chairman of the board and chief executive officer of Axsys Technologies, said, “I am extremely proud of the organization that Axsys Technologies has become. Over the past several years we have successfully executed strategies aimed at making Axsys Technologies a premier supplier of optical solutions for surveillance, reconnaissance and targeting applications, and as part of General Dynamics we will be even better positioned to capitalize on the substantial opportunities in our markets.”

Axsys Technologies employs approximately 1,000 workers. It is based in Rocky Hill, Conn., and has facilities in Alabama, California, Michigan and New Hampshire. The company had a backlog of $162.1 million as of March 28, 2009, and anticipates 2009 sales of $280 million.

Axsys Technologies is a global leader in the design and development of high-performance surveillance cameras, imaging systems and related motion control technologies, serving the aerospace, defense, and high-performance commercial markets. For more information, visit www.Axsys.com.

General Dynamics Advanced Information Systems designs, develops, manufactures, integrates, operates and maintains mission systems for defense, space, intelligence, surveillance, reconnaissance, homeland security and homeland defense customers. Headquartered in Fairfax, Va., the company specializes in ground systems; imagery processing; mission payloads; space vehicles; maritime subsurface, surface and airborne mission systems; and tasking, collection, processing, exploitation and dissemination programs for national intelligence. More information is available online at www.gd-ais.com.

General Dynamics, headquartered in Falls Church, Va., employs approximately 92,900 people worldwide. The company is a market leader in business aviation; land and expeditionary combat systems, armaments and munitions; shipbuilding and marine systems; and information systems and technologies. More information about General Dynamics is available online at www.gd.com.

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Additional Information About the Transaction

This announcement is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell, shares of Axsys Technologies. In connection with the proposed transaction, Axsys Technologies will file a proxy statement with the Securities and Exchange Commission (SEC). The definitive proxy materials will contain important information regarding the merger, including, among other things, the recommendation of Axsys Technologies’ board of directors with respect to the merger. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the proxy statement, as well as other filings containing information about Axsys Technologies, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Axsys Technologies with the SEC can also be obtained, free of charge, by directing a request to Axsys Technologies, 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067, Attention: Director of Investor Relations.

Participants in the Solicitation

The directors and executive officers of Axsys Technologies and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Axsys Technologies’ directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 17, 2009, and its Proxy Statement on Schedule 14A filed with the SEC on March 20, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

Cautionary Statement Regarding Forward-looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words such as “expect,” “anticipate,” “plan,” “may,” “will,” “estimate” or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Actual results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation: the ability to obtain regulatory approvals of the acquisition on the proposed terms and schedule; the failure of Axsys Technologies’ stockholders to approve the acquisition; the risk that the acquisition may not be completed in the time frame expected by the parties or at all. Additional information regarding factors that may affect future results are described in the companies’ filings with the Securities and Exchange Commission, including, without limitation, Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

All forward-looking statements speak only as of the date they were made. The companies do not undertake any obligation to update or publicly release any revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of the press release.

# # #

EX-99.2

Exhibit 99.2

June 4, 2009

TO:	All Axsys Employees
FROM:	Stephen W. Bershad, Chairman and CEO and Scott B. Conner, President and COO
SUBJECT:	Axsys Technologies has agreed to be acquired by General Dynamics Advanced Information Systems

We are writing to announce that Axsys Technologies has agreed to be acquired by General Dynamics Advanced Information Systems for $54.00 per share. This is an outstanding outcome to what has been, for all of us, a lengthy process. We are convinced that General Dynamics is the right partner to ensure continued growth and opportunity for our business and our employees. The sale is expected to close in the third quarter of this year after we obtain certain regulatory and stockholder approvals. Until that time we will continue to be an independent company.

For those of you who do not know General Dynamics, they are one of the largest U.S. defense contractors, employing over 92,000 employees. Among their most-familiar products are submarines, tanks, combat vehicles, weapons systems and Gulfstream business jets; what is most impressive is that the company’s largest segment is its Information Systems and Technology group, a leading supplier of a broad range of information technology, networking and intelligence systems for U.S. and international customers. General Dynamics Advanced Information Systems, which Axsys will become a part of, is a subsidiary of General Dynamics that develops mission systems for defense, space, surveillance, reconnaissance, and homeland security customers. Axsys will accelerate GDAIS’ evolution into a provider of increasingly complex, value-added solutions. The scale and breadth of General Dynamics offers Axsys new avenues for product growth and program access that we simply could not develop internally.

Once the transition is complete, we anticipate no significant changes to day-to-day responsibilities of the vast majority of Axsys employees. While the integration plans are not yet in place, preliminary indications are that Axsys will operate as it is currently structured within the General Dynamics Advanced Information Systems organization. If anything, this acquisition will provide additional career development and advancement opportunities for Axsys employees. With regards to employee benefits and compensation plans, GD has indicated that it is committed to providing a competitive compensation and benefits package for all employees that will allow us to attract and retain the talent needed to successfully drive the company forward.

We recognize that periods of transition like this can be challenging. However, I can assure you that we will do everything possible to minimize disruption. We will be communicating as much information as possible, and Scott will soon be scheduling all-hands meetings at each of our facilities to answer questions that you might have. Finally, it is likely that you will be introduced to General Dynamics personnel in the coming weeks and months, and we thank you in advance for treating them all with courtesy and respect.

We personally thank you all for your patience and hard work during this process to date, and ask for your continued support during the integration process to come.

AXSYS TECHNOLOGIES, INC. • 175 CAPITAL BLVD., SUITE 103 • ROCKY HILL, CT 06067

860.257.0200 • FAX: 860.594.5750 • www.axsys.com