8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2010

TEKELEC

(Exact name of registrant as specified in its charter)

California	000-15135	95-2746131
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5200 Paramount Parkway, Morrisville, North Carolina	27560
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 460-5500

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

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

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

o     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))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement	1
Item 9.01 Financial Statements and Exhibits	3
Exhibit 4.1
Exhibit 4.2
EX-4.1
EX-4.2

i

Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger Relating to Proposed Acquisition of Camiant, Inc.

     Tekelec, a California corporation (“Tekelec” or the “Company”), entered into an Agreement and Plan of Merger dated as of May 5, 2010 (the “Merger Agreement”) with Camiant, Inc., a Delaware corporation (“Camiant”), SPAN Corp., Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Acquisition Subsidiary”), and a representative of the Camiant stockholders.

     Subject to the terms and conditions of the Merger Agreement, the Acquisition Subsidiary will be merged with and into Camiant (the “Merger”). Camiant will be the surviving corporation and will become a wholly owned subsidiary of the Company. At the closing of the acquisition transaction (the “Closing”), Tekelec will pay total cash consideration of $130,000,000, consisting of $125,026,286 payable to the stockholders of Camiant and to the holders of vested Camiant options and warrants, in exchange for their interests in Camiant and subject to a working capital adjustment and adjustment for the exercise of options between signing and Closing. In addition, the Company will assume unvested options to purchase Camiant common stock, which options will be converted into the right to receive, following the Closing, the aggregate cash amount of $4,973,714, subject to adjustment for the exercise of options between signing and Closing. The cash rights will vest according to the terms and vesting schedules of the converted options. The amount of $12,499,849, subject to adjustment for the exercise of options between signing and Closing, of the merger consideration will be placed into escrow with a third party escrow agent for 15 months following the Closing for the satisfaction of indemnification claims made by the Company under the Merger Agreement. The Company will also assume approximately $10.3 million of negative working capital at closing, subject to adjustment.

     The Merger Agreement contains customary representations, warranties, covenants and indemnities of each of the Company and Camiant. The Merger Agreement also contains certain termination rights for each of the Company and Camiant and, in the event of the termination of the Merger Agreement under certain circumstances, Camiant may be obligated to pay to the Company a termination fee in the amount of $4,550,000.

     Concurrently with the execution of the Merger Agreement, certain stockholders of Camiant entered into agreements with the Company pursuant to which the stockholders provide certain representations, warranties, covenants and indemnities for the benefit of the Company. Certain stockholders of Camiant have also entered into two-year non-compete agreements with the Company that will become effective upon the Closing.

     The consummation of the Merger is subject to customary closing conditions, including approval of the Merger Agreement by the stockholders of Camiant. The consummation of the Merger is not subject to any financing condition. The Merger Agreement provides for the Closing to occur on May 7, 2010, or on such other date as may be agreed between the Company and Camiant, provided that the parties have certain rights to terminate the Merger Agreement if the Closing does not occur on or before May 31, 2010.

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     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K (this “Form 8-K”).

Share Purchase Agreement Relating to Blueslice Networks Inc.

     The Company entered into a Share Purchase Agreement dated as of May 5, 2010 (the “Share Purchase Agreement”) with Tekelec Canada Inc., an Ontario corporation and wholly owned subsidiary of the Company (“Tekelec Canada”), and the following owners of all of the issued and outstanding shares of capital stock of Blueslice Networks Inc., a Canadian corporation (“Blueslice”): Stephan Ouaknine, Edie Ledany, Winvest Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and Positron Inc. (collectively, the “Sellers”).

     Pursuant to the terms of the Share Purchase Agreement and concurrently with the execution thereof, Tekelec Canada acquired from the Sellers all of the issued and outstanding shares of capital stock of Blueslice for an aggregate purchase price of $35,000,000 consisting of (i) the aggregate cash amount of approximately $33,500,000 paid to Blueslice stockholders and their designees and (ii) the payment of indebtedness of Blueslice in the aggregate amount of $1,500,000. In addition, the Company (i) entered into agreements with certain Blueslice employees under which the Company agreed to pay an aggregate cash amount of $1,500,000 based on the employees’ performance of individual integration milestones following the closing and (ii) agreed to grant restricted stock units to certain Blueslice employees, including performance-based restricted stock units having an aggregate market value of approximately $2,000,000 as of the date of grant. The performance-based restricted stock units will vest, and the shares of the Company’s Common Stock subject thereto will be issued, based on an individual employee’s continued employment after the Closing and his or her achievement of individual integration milestones.

     Upon consummation of the acquisition, the amount of $5,025,000 was placed into escrow with a third party escrow agent for 15 months for the satisfaction of indemnification claims made by the Company and/or Tekelec Canada under the Share Purchase Agreement.

     The Share Purchase Agreement contains customary representations, warranties, covenants and indemnities of the Company, Tekelec Canada and the Sellers. The Share Purchase Agreement also includes the Sellers’ three-year non-compete agreement for the benefit of the Company and Tekelec Canada.

     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is included as Exhibit 4.2 to this Form 8-K.

2

Item 9.01. Financial Statements and Exhibits

     (d) Exhibit

          The following Exhibits 4.1 and 4.2 are filed as a part of this Form 8-K:

Exhibit No.	Description
4.1	Agreement and Plan of Merger dated as of May 5, 2010, by and among the Company, Camiant, Inc., SPAN Corp., Inc. and Steven Van Beaver, as representative of the stockholders of Camiant, Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request)
4.2	Share Purchase Agreement dated as of May 5, 2010, by and among the Company, Tekelec Canada Inc., Stephan Ouaknine, Edie Ledany, Winvest Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and Positron Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request)

3

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.

	Tekelec
Dated: May 6, 2010	By:	/s/ Franco Plastina
		Franco Plastina
		President and Chief Executive Officer

4

EXHIBIT INDEX

Exhibit No.	Description
4.1	Agreement and Plan of Merger dated as of May 5, 2010, by and among the Company, Camiant, Inc., SPAN Corp., Inc. and Steven Van Beaver, as representative of the stockholders of Camiant, Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request)
4.2	Share Purchase Agreement dated as of May 5, 2010, by and among the Company, Tekelec Canada Inc., Stephan Ouaknine, Edie Ledany, Winvest Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and Positron Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request)

EX-4.1

Exhibit 4.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

CAMIANT, INC.,

SPAN CORP., INC.,

TEKELEC, and

STEPHEN VAN BEAVER, as the Representative

Dated as of May 5, 2010

INDEX OF DEFINED TERMS

Accounts Receivable	25
Acquisition Proposal	60
Acquisition Subsidiary	1
Adjustment Amount	12
Adverse Recommendation Change	59
Affiliate	78
Agents	58
Aggregate Cap	69
Agreed Amount	71
Agreement	1
Annual Financial Statements	9
Auditor	11
Balance Sheet	19
BigBand	36
Bird Agreement	36
Business Day	2
Certificate of Merger	2
Certificates	7
Claim Amount	71
Claim Notice	71
Closing	2
Closing Balance Sheet	10
Closing Date	2
Closing Indebtedness	11
Closing Net Working Capital	10
Closing Statement of Indebtedness	11
COBRA	46
Code	5
Comerica Warrants	4
Common Stock	4
Company	1
Company Entities	40
Company Indemnified Parties	65
Company Intellectual Property	30
Company Intellectual Property Agreement	32
Company Intellectual Property License	31
Company Manufacturing Tools	30
Company Material Adverse Effect	56
Company Options	6
Company Real Property	24
Company Recommendation	58
Company Software	30
Confidentiality Agreement	57
Continuing Employee	66
Contract	28

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Contracts	28
Defense Notice	72
Determination Date	12
DGCL	2
Dispute Notice	11
Dissenting Shares	7
Effective Time	2
Employee Benefit Plans	48
Employment Agreements	1
Environmental Claim	42
Environmental Law	41
Environmental Permits	42
Environmental Property	40
ERISA	45
Escrow Account	14
Escrow Agent	9
Escrow Agreement	8
Escrow Amount	3
Estimated Closing Net Working Capital	10
Estimated Indebtedness	10
Exchange Agent	7
Exchange Agent Agreement	7
Exchange Fund	7
Final Closing Indebtedness	12
Final Closing Net Working Capital	12
Financial Statements	9
Fundamental Reps	68
GAAP	10
Good Faith Statement	10
Government	8
Government Contracts	51
Governmental Authorization	39
Hazardous Materials	41
HIPAA	46
Holdback Amount	3
Income Tax Returns	22
Income Taxes	67
Indebtedness	13
Indebtedness Adjustment Amount	12
Indemnification Threshold	73
Indemnified Losses	68
Indemnified Party	71
Indemnifying Party	71
Information Statement	52
Initial Cash Merger Consideration	3
Intellectual Property	29

ii

Interim Financial Statements	9
Law	39
Leased Real Property	24
Letter of Transmittal	7
Liens	18
Losses	68
made available	78
Major Stockholders	1
Merger	1
Merger Consideration	3
NLRA	44
Non-Competition Agreements	1
Non-Qualified Deferred Compensation Plan	13
Off-Balance Sheet Arrangements	19
Ordinary Course of Business	20
Outstanding Company Shares	4
Outstanding Vested Options	4
Owned Real Property	24
Owned Software	30
Parent	1
Parent Cap	73
Parent Indemnified Persons	68
Parties	1
Party	1
Payment Event	78
Per Share Adjustment Amount	4
Per Share Closing Amount	4
Per Share Escrow Amount	4
Per Share Holdback Amount	4
Per Share Series B Preference Amount	5
Percentage	69
Permits	39
Person	78
Plan	45
Pre-Closing Tax Period	66
Property	23
Public Software	30
Real Property Leases	24
Release	41
Representative	14
Requisite Stockholder Approval	18
Scheduled Company Intellectual Property	31
Securities Act	19
Series A Preferred Stock	5
Series B Preference Payment	5
Series B Preferred Stock	5

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Series C Preferred Stock	5
Share	17
Shares	17
Side Agreement	1
Software	31
Special Losses	69
Spreadsheet	61
Stockholders	1
Stockholders Cap	73
Stockholders Indemnified Persons	70
Straddle Period	66
Subsidiary	16
Superior Proposal	60
Surviving Company	2
Takeover Statute	52
Target Net Working Capital	10
Tax	23
Tax Return	23
Tax Returns	23
Taxes	23
Termination Fee	78
Third Party	61
Third Party Intellectual Property License	31
Third Person	71
Third Person Claim	72
Underfunded Liabilities	13
Unvested Company Options	6
Unvested Consideration	6
Update Schedule	57
Vested Options	5
WEE Directive	51
Working Capital Adjustment Amount	12

iv

Table of Contents

	Page
ARTICLE 1 THE MERGER		2
1.1 Merger and Effect of Merger		2
1.2 Method of Effecting Merger; Closing		2
1.3 Conversion of Acquisition Subsidiary Capital Stock		2
1.4 Merger Consideration		3
1.5 Effect on Shares		4
1.6 Options and Warrants		6
1.7 Stockholders’ Rights upon Merger		7
1.8 Payment Mechanics		7
1.9 Deliveries of the Company at Closing		8
1.10 Deliveries of Parent at Closing		9
1.11 Post-Closing Adjustment to Merger Consideration		10
1.12 Escrow		14
1.13 Organizational Documents of the Surviving Company		14
1.14 Directors and Officers of the Surviving Company		14
1.15 Stockholders’ Representative; Actions		14
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		15
2.1 Organization, Qualification and Power		15
2.2 Subsidiaries		16
2.3 Capitalization and Related Matters		17
2.4 Enforceability; Noncontravention		18
2.5 Financial Statements		19
2.6 Books and Records; Business Practices and Financial Controls		19
2.7 No Undisclosed Liabilities		20
2.8 Taxes		20
2.9 Assets and Real Property		23
2.10 Necessary Property		25
2.11 Accounts Receivable; Inventories		25
2.12 Contracts and Commitments		26
2.13 Validity of Contracts		28
2.14 Intellectual Property		29
2.15 Litigation		36
2.16 Insurance		37
2.17 Absence of Certain Changes		37
2.18 No Breach of Law or Governing Document; Licenses and Permits		39
2.19 Transactions with Related Persons; Outside Interests		40
2.20 Bank Accounts		40
2.21 Environmental Matters		40
2.22 Officers, Directors, Employees, Consultants and Agents; Compensation		42
2.23 Labor Matters		44

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	Page
2.24 U.S. and Non-U.S. Employee Benefit Matters		44
2.25 Overtime, Back Wages, Vacation and Minimum Wage		48
2.26 Discrimination and Occupational Safety and Health		48
2.27 Customers and Suppliers		48
2.28 Product Liability Claims		49
2.29 Product and Service Warranties		49
2.30 Foreign Operations, Export Control		50
2.31 WEEE Directive		51
2.32 Customs		51
2.33 Government Contracts		51
2.34 Brokers, Finders		51
2.35 Takeover Statutes		51
2.36 Information Statement		52
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY		52
3.1 Authorization; No Conflict		52
3.2 Capitalization		52
3.3 Consents		52
3.4 Brokers, Finders		52
3.5 Financing		53
3.6 Litigation		53
3.7 Information Statement		53
ARTICLE 4 COVENANTS OF THE COMPANY		53
4.1 Conduct of Business of the Company		53
4.2 Notification of Certain Matters		56
4.3 Supplements to Schedules		57
4.4 Access to Information		57
4.5 Reasonable Best Efforts; Cooperation		57
4.6 Stockholder Materials		58
4.7 Requisite Stockholder Approval		58
4.8 Takeover Statutes		58
4.9 No Solicitation		58
4.10 Stockholder Litigation		61
4.11 Spreadsheet		61
4.12 Comerica		61
ARTICLE 5 COVENANTS OF PARENT		61
5.1 Notification of Certain Matters		61
5.2 Reasonable Best Efforts; Cooperation		61
ARTICLE 6 CONDITIONS PRECEDENT AND ADDITIONAL COVENANTS		62
6.1 Conditions to Each Party’s Obligations		62
6.2 Conditions to Obligations of the Company		62
6.3 Conditions to Obligations of Parent and Acquisition Subsidiary		63
6.4 Certain Filings		65

vi

	Page
6.5 Public Announcements; Confidentiality		65
6.6 Indemnification of Directors and Officers		65
6.7 Continuing Employees		66
6.8 Further Assurances		66
6.9 Taxes		66
ARTICLE 7 INDEMNIFICATION		68
7.1 Survival of Representations and Warranties and Covenants		68
7.2 Indemnification of Parent		68
7.3 Indemnification of the Stockholders		70
7.4 Notice of Claim		71
7.5 Right to Contest Claims of Third Persons		71
7.6 Limitations on Indemnity		73
ARTICLE 8 TERMINATION		74
8.1 Termination		74
ARTICLE 9 MISCELLANEOUS PROVISIONS		76
9.1 Notice		76
9.2 Entire Agreement		77
9.3 Assignment; Binding Agreement		77
9.4 Counterparts		77
9.5 Headings; Interpretation		78
9.6 Expenses		78
9.7 Remedies Cumulative		79
9.8 Governing Law		79
9.9 Submission to Jurisdiction; Waivers		79
9.10 No Waiver		79
9.11 Severability		80
9.12 Amendments		80
9.13 No Third Party Beneficiaries		80
9.14 Subsidiary Compliance		80
9.15 Disclosure Schedules		80

vii

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of                      ___, 2010, by and among TEKELEC, a California corporation (“Parent”), SPAN CORP., INC., a Delaware corporation and direct and wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), CAMIANT, INC., a Delaware corporation (the “Company”) and Stephen Van Beaver, as the initial Representative. Parent, Acquisition Subsidiary , the Company and the Representative are referred to herein each as a “Party” and together as the “Parties.”

RECITALS

          A. The Board of Directors of the Company has unanimously approved the merger (the “Merger”) of Acquisition Subsidiary with and into the Company in accordance with the terms and conditions of this Agreement and determined that the Merger is advisable and in the best interests of its stockholders (“Stockholders”) and has approved, adopted and declared advisable this Agreement and the transactions contemplated hereby.

          B. The Board of Directors of Parent and the Board of Directors of Acquisition Subsidiary have unanimously approved the Merger of Acquisition Subsidiary with and into the Company in accordance with the terms and conditions of this Agreement and have determined that the Merger is advisable and in the best interests of the stockholder of Acquisition Subsidiary and the stockholders of Parent and the Board of Directors of Parent and Board of Directors of Acquisition Subsidiary have approved, adopted and declared advisable this Agreement and the transactions contemplated hereby.

          C. The Company, Acquisition Subsidiary and Parent desire to make certain representations, warranties and agreements in connection with, and establish various conditions precedent to, the Merger.

          D. As a condition and inducement to Parent and Acquisition Subsidiary entering into this Agreement, concurrently with the execution and delivery of this Agreement, certain Stockholders (the “Major Stockholders”) have entered into a Side Agreement dated as of the date hereof and attached hereto as Exhibit A-1 (with respect to Stockholders who are individuals) or Exhibit A-2 (with respect to Stockholders that are entities) (the “Side Agreement”) pursuant to which such Stockholders have agreed to, among other things, make certain representations, indemnities and covenants and certain releases for the benefit of Parent and Acquisition Subsidiary.

          E. As a condition and inducement to Parent and Acquisition Subsidiary entering into this Agreement, concurrently with the execution and delivery of this Agreement, certain employees of the Company have entered into employment agreements dated as of the date hereof (the “Employment Agreements”) and certain Stockholders have entered into non-competition agreements dated as of the date hereof and attached hereto as Exhibit B (the “Non-Competition Agreements”).

          NOW, THEREFORE, in consideration of the recitals and the mutual covenants, representations, warranties, conditions and agreements hereinafter expressed, the Parties agree as follows:

ARTICLE 1
THE MERGER

     1.1 Merger and Effect of Merger.

          (a) The constituent entities of the Merger are the Company and Acquisition Subsidiary.

          (b) Upon the terms and subject to the conditions hereof, and in accordance with General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Acquisition Subsidiary shall be merged into the Company and the separate existence of Acquisition Subsidiary thereupon shall cease. The Company shall be the Surviving Company in the Merger (the “Surviving Company”), and the separate existence of the Company, with all its rights, privileges, powers and franchises, shall continue unaffected and unimpaired by the Merger.

          (c) At and after the Effective Time, the Surviving Company shall possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of both Acquisition Subsidiary and the Company, as provided more particularly in the DGCL.

     1.2 Method of Effecting Merger; Closing.

          The Merger shall be effected as follows:

          (a) The Company and Acquisition Subsidiary shall each execute a Certificate of Merger in substantially the form set forth in Exhibit C (the “Certificate of Merger”) and the Company shall cause the Certificate of Merger to be filed and recorded on the Closing Date (as hereinafter defined) with the Secretary of State of Delaware in accordance with the applicable provisions of the DGCL. The Merger shall thereupon become effective and be consummated immediately upon the later of such filing or at such later time as may be mutually agreed by Parent, the Company and Acquisition Subsidiary and specified in the Certificate of Merger in accordance with the DGCL (the “Effective Time”).

          (b) Subject to the satisfaction or waiver of all applicable conditions to Closing, the closing of the Merger (the “Closing”) shall take place at the offices of Bryan Cave, LLP, 211 N. Broadway, Suite 3600, St. Louis, Missouri, 63102, at 9:00 a.m., local time, on May 7, 2010, or on such other date (which shall in any event be within three (3) Business Days from the satisfaction or waiver of all applicable conditions to Closing set forth herein) as Parent and the Company may agree in writing (the “Closing Date”). For purposes of this Agreement, “Business Day” shall mean any day which is not a Saturday, Sunday or a legal holiday in the State of North Carolina, United States of America.

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     1.3 Conversion of Acquisition Subsidiary Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the issued and outstanding capital stock of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock in the Surviving Company and, upon surrender of the certificate or certificates representing such common stock of Acquisition Subsidiary, the Surviving Company shall promptly issue to Parent or its designated Affiliate a certificate representing the common stock in the Surviving Company into which it has been converted. After the Effective Time such share of common stock shall be the only issued and outstanding equity interest of the Surviving Company and shall be owned by Parent or its designated Affiliate.

     1.4 Merger Consideration. For purposes of this Agreement, the “Merger Consideration” shall be:

          (i) One Hundred Thirty Million Dollars ($130,000,000) (the “Total Consideration”), consisting of:

          (A) One Hundred Ten Million Five Hundred Thirty-Two Thousand Four Hundred Seventeen Dollars ($110,532,417.00) in cash (the “Initial Cash Merger Consideration”); plus

          (B) Twelve Million Four Hundred Ninety-Nine Thousand Eight Hundred Forty-Nine Dollars ($12,499,849.00) in cash (the “Escrow Amount”); plus

          (C) One Million Nine Hundred Ninety-Four Thousand Twenty Dollars ($1,994,020) in cash (the “Holdback Amount”); plus

          (D) Four Million Nine Hundred Seventy-Three Thousand Seven Hundred Fourteen Dollars ($4,973,714.00), allocable to Unvested Company Options;

          less

          (ii) The aggregate amount of any Indebtedness, less

          (iii) The amount, if any, by which the Net Working Capital as of the Closing Date is less than the Target Net Working Capital; or plus

          (iv) The amount, if any, by which the Net Working Capital as of the Closing Date is greater than the Target Net Working Capital.

          Notwithstanding the foregoing, clauses (i)(A), (B), (C) and (D) shall be updated by the parties hereto to reflect the exercise of any Vested Company Options occurring between the date of this Agreement and the Effective Time; provided, that, in no event shall the sum of Section 1.4(i)(A) through (D) exceed $130,000,000.

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     1.5 Effect on Shares.

          (a) Definitions. For the purposes hereof, the following definitions shall apply:

          “Common Stock” shall mean the Company’s Common Stock, $0.0001 par value per share.

          “Comerica Warrants” shall mean each outstanding warrant to purchase Series B Preferred Stock and Series C Preferred Stock, dated December 20, 2005, December 20, 2006 (as amended May 14, 2007) and February 25, 2008, issued by the Company to Comerica Bank.

          “Outstanding Company Shares” shall mean the aggregate number of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common Stock of the Company outstanding immediately prior to the Effective Time (but before cancellation thereof by operation of the Merger).

          “Outstanding Vested Options” means the aggregate number of shares of Common Stock issuable upon exercise of the Vested Options outstanding immediately prior to the Effective Time.

          “Per Share Adjustment Amount” shall mean (i) the Adjustment Amount (as defined in Section 1.11(e)) which is payable to the Stockholders, holders of Vested Options and holders of Comerica Warrants pursuant to Section 1.11(f), if any, divided by (ii) the Outstanding Company Shares plus the shares of Series B Preferred Stock and Series C Preferred Stock issuable upon exercise of the Comerica Warrants plus the Outstanding Vested Options.

          “Per Share Common Amount” shall mean (A) (i) the Initial Cash Merger Consideration plus (ii) the aggregate exercise price of all Outstanding Vested Options and the Comerica Warrants, plus (iii) the Escrow Amount, plus (iv) the Holdback Amount, less (v) the Series B Preference Payment divided by (B) the Outstanding Company Shares plus the shares of Series B Preferred Stock and Series C Preferred Stock issuable upon exercise of the Comerica Warrants plus the Outstanding Vested Options.

          “Per Share Closing Amount” shall mean (A) (i) the Initial Cash Merger Consideration plus (ii) the aggregate exercise price of all Outstanding Vested Options and the Comerica Warrants, less (iii) the Series B Preference Payment, divided by (B) the Outstanding Company Shares plus the shares of Series B Preferred Stock and Series C Preferred Stock issuable upon exercise of the Comerica Warrants plus the Outstanding Vested Options.

          “Per Share Escrow Amount” shall mean (i) the Escrow Amount which is payable to the Stockholders, holders of Vested Options and holders of Comerica Warrants pursuant to Section 1.12 and the Escrow Agreement, if any, divided by (ii) the Outstanding Company Shares plus the shares of Series B Preferred Stock and Series C Preferred Stock issuable upon the exercise of the Comerica Warrants plus the Outstanding Vested Options.

          “Per Share Holdback Amount” shall mean (i) the Holdback Amount which is payable to the Stockholders, holders of Vested Options and holders of Comerica Warrants pursuant to Section 1.11(f), if any, divided by (ii) the Outstanding Company Shares plus the shares of Series B Preferred Stock and Series C Preferred Stock issuable upon the exercise of the Comerica Warrants plus the Outstanding Vested Options.

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          “Per Share Series B Preference Amount” shall mean $1.72.

          “Series A Preferred Stock” shall mean the Company’s Series A Convertible Preferred Stock, $0.001 par value per share.

          “Series B Preference Payment” shall mean (i) $1.72 multiplied by (ii) the number of shares of Series B Preferred Stock of the Company outstanding immediately prior to the Effective Time plus the shares of Series B Preferred Stock issuable upon exercise of the Comerica Warrants.

          “Series B Preferred Stock” shall mean the Company’s Series B Preferred Stock, $0.001 par value per share.

          “Series C Preferred Stock” shall mean the Company’s Series C Preferred Stock, $0.001 par value per share.

          “Vested Options” means any unexercised Company Options which have vested in accordance with their terms (including any Company Options that will vest exclusively as a result of or in connection with the transactions contemplated by this Agreement) as of immediately prior to the Effective Time.

          (b) Subject to Section 1.5(d) and any applicable backup or other withholding requirements, at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof,

          (i) each of the issued and outstanding Shares (as hereinafter defined) of Series A Preferred Stock, Series C Preferred Stock and Common Stock immediately prior to the Effective Time shall be converted into and become the right to receive (A) the Per Share Closing Amount; (B) the Per Share Holdback Amount (if any), (C) the Per Share Adjustment Amount (if any) and (D) the Per Share Escrow Amount (if any); and

          (ii) each of the issued and outstanding Shares of Series B Preferred Stock immediately prior to the Effective Time shall be converted into and become the right to receive (A) the Per Share Series B Preference Amount; (B) the Per Share Closing Amount; (C) the Per Share Holdback Amount (if any); (D) the Per Share Adjustment Amount (if any) and (E) the Per Share Escrow Amount (if any).

          (c) Any and all undeclared or unpaid dividends on the Shares immediately prior to the Effective Time shall be canceled at the Effective Time. All the Shares held in the treasury of the Company immediately prior to the Effective Time shall be canceled and no consideration of any kind shall be delivered in exchange therefor under this Agreement.

          (d) Parent shall be entitled to deduct and withhold from each Stockholder’s respective portion of the Merger Consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of United States federal, state or local, or any foreign, Tax Law. Such amounts shall be treated for

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all purposes of this Agreement as having been paid to the applicable Stockholders in respect of which Parent made such deduction and withholding.

     1.6 Options and Warrants. (a) Set forth on Schedule 1.6(a) is a list of the holders of each outstanding option exercisable for shares of Common Stock (“Company Options”). At the Effective Time, each Vested Option that is outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof, cease to be an option to purchase shares of Common Stock and be cancelled in exchange for the right to receive an amount of cash equal to the product obtained by multiplying (1) the sum of (A) Per Share Closing Amount, (B) the Per Share Holdback Amount (if any), (C) the Per Share Adjustment Amount (if any) and (D) the Per Share Escrow Amount (if any) less the per share exercise price of the Vested Option, by (2) the number of Shares subject thereto, as more fully set forth on Schedule 1.6(a). Notwithstanding the foregoing, payment of the amounts of Escrow Amount, if any, to the holders of Vested Company Options shall be made on the same schedule and under the same terms and conditions as apply to payment of the Escrow Amounts to Stockholders generally but no later than five (5) years after the Effective Time in accordance with U.S. Treas. Reg. Section 1.409A-3(i)(5)( iv)(A). At the Effective Time, the Company shall pay to each holder of Vested Options the portion of the Initial Cash Merger Consideration to which he or she is entitled pursuant to this Section 1.6(a), less applicable Taxes required to be withheld with respect to such payments.

          (b) At the Effective Time, each then-outstanding unvested option exercisable for shares of Common Stock (“Unvested Company Options”) shall, by virtue of the Merger, and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be assumed by Parent for the right to receive an amount of cash equal to the product obtained by multiplying (1) the Per Share Common Amount less the per share exercise price of the Unvested Company Option, by (2) the number of Shares subject thereto (the “Unvested Consideration”), which amount shall vest according to the same vesting schedule applicable to the Unvested Company Option as of the Effective Time. Parent shall pay the vested portion of the Unvested Consideration on March 31, June 30, September 30 and December 31 of each year or, if earlier, upon the termination of the recipient’s service, less applicable Taxes required to be withheld with respect to such payments.

          (c) At the Effective Time, each of the Comerica Warrants shall cease to be a warrant to purchase shares of Series B Preferred Stock and Series C Preferred Stock and be cancelled in exchange for the right to receive an amount of cash equal to the product obtained by multiplying (1) the sum of the (A) Per Share Closing Amount plus, in the case of the warrant to purchase shares of Series B Preferred Stock, the Series B Preference Amount applicable to such warrant, (B) the Per Share Holdback Amount (if any), (C) the Per Share Adjustment Amount (if any) and (D) the Per Share Escrow Amount (if any) less the per share exercise price of such warrant, by (2) the number of Shares subject thereto. At the Effective Time, the Company shall pay to each holder of Comerica Warrants the portion of the Initial Cash Merger Consideration to which it is entitled pursuant to this Section 1.6(c) less any amounts required to be withheld by Law.

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     1.7 Stockholders’ Rights upon Merger.

          (a) Upon consummation of the Merger, certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) shall cease to represent any rights with respect thereto, and, subject to applicable Law and this Agreement, the Certificates shall only represent the right to receive the portion of the Merger Consideration payable hereunder with respect to such Shares.

          (b) Notwithstanding anything contained herein to the contrary, to the extent that appraisal rights are available under the DGCL, any Shares that are issued and outstanding immediately prior to the Effective Time, that have not been voted for adoption of this Agreement and with respect to which appraisal rights have been properly and timely perfected in accordance with the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration at or after the Effective Time. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive, when and as payable, the portion of the Merger Consideration payable with respect to such Shares hereunder upon surrender of the Certificates representing such Dissenting Shares in accordance with Section 1.5 hereof. The Company shall give Parent prompt notice of any demand received by the Company for appraisal of Shares. Except with the prior written consent of Parent or as may otherwise be required under applicable Law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

     1.8 Payment Mechanics.

          (a) Pursuant to an exchange agent agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”), as of the Closing, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent with the Company’s prior approval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares cash necessary to pay the Initial Cash Merger Consideration and the Holdback Amount to be paid in connection with the Merger (such cash being hereinafter referred to as the “Exchange Fund,” it being understood that any and all interest earned on funds deposited therein pending payment shall be turned over to Parent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for in this Section 1.8 and Section 1.11 and the Exchange Fund shall not be used for any other purpose.

          (b) Parent will cause the Exchange Agent, within two (2) Business Days after the Closing Date, to deliver to each holder of record of a Certificate that immediately prior to the Effective Time represented outstanding Shares at the address set forth opposite such holder’s name on Schedule 1.8(b) (as updated from time to time in writing by the Company) a letter of transmittal and instructions for use in effecting a surrender of the Certificates in exchange for its respective portion of the Initial Cash Merger Consideration in the form attached hereto as Exhibit D (with respect to each Stockholder) (a “Letter of Transmittal”), provided that the Parent shall assist the Company in developing arrangements for the delivery of such materials at Closing to the stockholders of the Company, identified on Schedule 1.8(b) prior to the Closing to facilitate the payment of such holders’ portion of the Initial Cash Merger Consideration immediately following the Closing. Upon surrender of a Certificate, for cancellation to the Exchange Agent together with the submission of a duly completed and validly executed Letter of Transmittal to

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the Exchange Agent, the holder of the Shares, to which such Letter of Transmittal relates shall be entitled to receive in exchange therefore cash (without interest), representing such holder’s respective portion of the Merger Consideration calculated in accordance with, and payable when and as provided in, this Agreement. Following the Effective Time and pending a Stockholder’s submission of a Letter of Transmittal, each such holder will be deemed, for all purposes, to hold an irrevocable right to receive that amount of consideration equal to his, her or its respective portion of the Initial Cash Merger Consideration into which such holder’s Shares shall have been so converted in accordance with this Agreement.

          (c) Parent shall cause the Exchange Agent to deliver, no later than three (3) Business Days after submission of a properly completed and duly executed Letter of Transmittal by a Stockholder cash (without interest), representing such holder’s respective portion of the Merger Consideration calculated and payable in accordance with this Agreement. At or after the Effective Time, there shall be no transfers on the transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time.

          (d) Any portion of the Exchange Fund that remains unclaimed by a holder of Shares twelve (12) months after the Effective Time shall be delivered to Parent and any such holder who has not returned a Letter of Transmittal in accordance with this Section 1.8 prior to that time shall thereafter look only to Parent for payment of such holder’s portion of the Merger Consideration. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Company, the Representative or any other party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Shares two (2) years after the Effective Time (or, in either case, such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any Government) shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

     1.9 Deliveries of the Company at Closing. At the Closing, the Company shall deliver to Parent:

          (a) the Escrow Agreement (the “Escrow Agreement”) in the form attached hereto as Exhibit E, duly executed by the Representative;

          (b) the Certificate of Merger, duly executed by the Company;

          (c) the written resignations, effective the Closing Date, of each officer and director of the Company and each of its Subsidiaries as designated by Parent;

          (d) the required certification and proof of mailing provided for in Section 6.9(g) or if not provided, the Parent may withhold Taxes as provided in Section 6.9(g);

          (e) all consents and approvals relating to the Company or any of its Subsidiaries required to be obtained from the United States or any other nation, state, or bilateral or multilateral governmental authority, any local governmental unit or subdivision thereof, or any branch, agency, or judicial body thereof (“Government”) and from third parties under Contracts listed and described on Schedule 2.4(b) hereto;

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          (f) a certificate of good standing, or equivalent certificate, for the Company and each of its Subsidiaries, dated within five Business Days of the Closing Date, issued by the Government of the state, or other equivalent, of each such entities incorporation and the state(s), countries or other jurisdictions listed on Schedule 2.1 corresponding to each such entity;

          (g) all share transfer books, minute books and other corporate records of the Company and each of its Subsidiaries;

          (h) a copy, certified by the Secretary of the Company to be true, complete and correct as of the Closing Date, of the constituent documents of the Company and each of its Subsidiaries, and resolutions of the Stockholders and board of directors of the Company, authorizing and approving the transactions contemplated hereby;

          (i) (i) audited balance sheets of the Company as of December 31, 2009, 2008 and 2007 and the related audited statements of income, shareholders equity and cash flows, together with notes and schedules thereto (“Annual Financial Statements”) and (ii) management accounts for the Company, including a balance sheet, income statement and cash flow for the three (3) months ended March 31, 2010 (collectively, the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Financial Statements” ), which shall in the case of the Annual Financial Statements be certified by the Company’s accountants and in the case of the Interim Financial Statements be accompanied by an instrument executed by the chief financial officer of the Company certifying that such Interim Financial Statements were prepared in accordance with GAAP, excluding footnotes, consistently applied and fairly present the financial condition of the Company and its results of operation for the period specified therein; and

          (j) evidence, in a form and substance acceptable to Parent, in its sole discretion, that all option plans, including those under which Company Options have been issued, shall be terminated immediately upon the Effective Time.

     1.10 Deliveries of Parent at Closing. At the Closing, Parent shall deliver or cause to be delivered:

          (a) to the Exchange Agent, the Exchange Fund pursuant to Section 1.8;

          (b) to the Representative, the Escrow Agreement, duly executed by Parent;

          (c) to the Company, for payment to holders of Vested Options and Comerica Warrants, the portion of the Initial Cash Merger Consideration to which such holders are entitled pursuant to Sections 1.6(a) and 1.6(c).

          (d) to U.S. Bank, N.A. (the “Escrow Agent”), the Escrow Amount to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement and Section 1.12; and

          (e) to the Representative, the Certificate of Merger, duly executed by Acquisition Subsidiary.

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     1.11 Post-Closing Adjustment to Merger Consideration.

          (a) For purposes of this Section 1.11, Net Working Capital (which may be positive or negative), shall mean as of any date, the excess of the current assets of the Company and its Subsidiaries on a consolidated basis over the current liabilities of the Company and its Subsidiaries on a consolidated basis prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied in a manner consistent with the accounting principles applied in the preparation of the Annual Financial Statements (as hereinafter defined) of the Company and its Subsidiaries, provided, however, that the following adjustment to current assets and current liabilities shall be made: (i) current assets of the Company and its Subsidiaries shall exclude deferred Tax assets, in each case as reflected on the consolidated balance sheet of the Company and its Subsidiaries, (ii) current liabilities shall include any Tax liabilities related to the acceleration or exercise of any Company Options or the Comerica Warrants related to the consummation of the transactions contemplated by this Agreement and exclude any deferred Tax liabilities of the Company or any of its Subsidiaries and (iii) the calculation shall not include any Indebtedness.

          (b) Pre-Closing Estimates. At least three Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (such statement being, the “Good Faith Statement”) with a reasonable, good faith calculation of an estimate as of the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) calculated in accordance with Section 1.11(a) and (ii) the Indebtedness (the “Estimated Indebtedness”). Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and in good faith. If the Estimated Closing Net Working Capital exceeds negative $10,300,000 (the “Target Net Working Capital”) (i.e., is a positive number or is between $0 and negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital as contemplated by Section 1.4. If the Estimated Closing Net Working Capital is less than the Target Net Working Capital (i.e., is a negative number greater than negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (i.e., that is if Estimated Closing Net Working Capital were a positive number, it would be greater than Target Net Working Capital if it too were a positive number). The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a) shall also be reduced by an amount equal to the Estimated Indebtedness.

          (c) Delivery of the Closing Balance Sheet and Closing Statement of Indebtedness. As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) calendar days thereof, Parent shall deliver to the Representative, (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time (the “Closing Balance Sheet”), (ii) a calculation of Net Working Capital of the Company and its Subsidiaries prepared by Parent as of the Effective Time determined using the Closing Balance Sheet (the “Closing Net Working Capital”) and (iii) a statement reflecting the Indebtedness of

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the Company and its Subsidiaries immediately prior to the Closing (the “Closing Statement of Indebtedness”). The total amount of Indebtedness on the Closing Statement of Indebtedness shall be the “Closing Indebtedness”. The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Annual Financial Statements (as hereinafter defined) of the Company and its Subsidiaries. The Parties agree that the Closing Net Working Capital will be calculated in accordance with the Section 1.11(a) methodology described above. The Parties agree that the Closing Net Working Capital will be calculated to include all cash and cash equivalents (including cash reflected on the Closing Balance Sheet that was received from the acceleration or exercise of any Company Options and all restricted cash) and, in addition to other liabilities for accrued Taxes, a liability in the amount of $75,000 for certain Tax amounts.

          (d) Audit Rights; Agreement upon the Closing Net Working Capital and Closing Indebtedness. Upon delivery of the Closing Balance Sheet and the Closing Statement of Indebtedness, Parent shall provide the Representative and its accountants reasonable access to the accountants and accounting records of the Company and shall provide the Representative with reasonable access to any and all working papers prepared by the Company or Parent related to the preparation of the Closing Balance Sheet and the Closing Statement of Indebtedness, and the calculation of the Closing Net Working Capital and Closing Indebtedness. If the Representative disagrees with all or any part of the Closing Balance Sheet or the calculation of Closing Indebtedness, the Representative must notify Parent of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement (the “Dispute Notice”), within thirty (30) days after its receipt of the Closing Balance Sheet and calculation of the Closing Net Working Capital or the Closing Statement of Indebtedness or calculation of Closing Indebtedness, as the case may be. In the event that the Representative does not provide a Dispute Notice within such thirty (30) day period, the Representative shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital and/or the Closing Statement of Indebtedness and the calculation of Closing Indebtedness delivered by Parent, which, in either or both cases, if not objected to within the relevant thirty (30) day period, shall then be final, binding and conclusive for all purposes hereunder. In the event a Dispute Notice is timely provided, Parent and the Representative shall use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the preparation of the Closing Balance Sheet and/or the calculation of the Closing Net Working Capital or the Closing Statement of Indebtedness and/or calculation of Closing Indebtedness, as the case may be. If, at the end of such period, they are unable to resolve such disagreements, then Parent and the Representative shall mutually select an independent accounting firm of recognized national standing (the “Auditor”) to act as a referee to resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, but in any event within thirty (30) calendar days of the date on which such dispute is referred to the Auditor, based solely on the terms of this Agreement, any remaining disputes. Each of Parent and the Representative (or their respective designees) shall be permitted to submit a proposed Closing Balance Sheet or Closing Statement of Indebtedness, as the case may be and applicable supporting documentation and to make a presentation to the Auditor in connection with the resolution of any such disagreements, and, without the mutual agreement of Parent and the Representative, the Auditor shall not rely on or consider any other documents, materials, presentations or evidence (other than the plain language of the Agreement) in making its determination. It is the intent of the Parties that the process set

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forth in this Section 1.11(d) and the activities of the Auditor in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including, in particular, but without limitation, rules with respect to procedures and discovery). The fees and expenses of the Auditor incurred in connection with its review and resolution of any disputes shall be allocated between Parent, on one hand, and the Representative, on the other, by the Auditor in proportion to the extent either of such Parties did not prevail in the aggregate on items in dispute on their respective Closing Balance Sheets or Closing Statement of Indebtedness, as the case may be; provided, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section, the other Party’s outside counsel, accounting or other fees. The determination of the Auditor shall be final, conclusive and binding on the Parties. The amounts of the Closing Net Working Capital and Closing Indebtedness as finally determined in accordance with the terms of this Section 1.11 shall be referred to as the “Final Closing Net Working Capital” and “Final Closing Indebtedness,” respectively. The date on which the Final Closing Net Working Capital and Final Closing Indebtedness are finally determined in accordance with this Section 1.11(d) is hereinafter referred to as, the “Determination Date.”

          (e) Definitions. The following terms shall have the following meanings:

          (i) “Indebtedness Adjustment Amount,” which may be positive or negative, means the (A) Final Closing Indebtedness, minus (B) Estimated Indebtedness, each expressed as a negative number.

          (ii) “Working Capital Adjustment Amount,” which may be positive or negative, means (A) the Final Closing Net Working Capital, minus (B) the Estimated Closing Net Working Capital.

          For purposes of convenience only, the Parties agree that upon the final determination of the Indebtedness Adjustment Amount and the Working Capital Adjustment Amount, such amounts shall be aggregated for the purpose of paying the Adjustment Amount (as defined below) to Parent or the Representative, as the case may be. The sum of the Indebtedness Adjustment Amount and the Working Capital Adjustment Amount shall be the “Adjustment Amount”. For example, if the Indebtedness Adjustment Amount equals negative $1,000,000 (i.e., such amount is owed to Parent) and the Working Capital Adjustment Amount equals positive $100,000 (i.e., such amount is owed to the Stockholders), each as finally determined, then the Adjustment Amount would be negative $900,000 and such amount would be owed to Parent in accordance with the terms of this Section 1.11.

          (f) Adjustments. Immediately upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon notification by the Representative that no Dispute Notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.11, the Merger Consideration shall be adjusted as follows:

          (i) If the Adjustment Amount is a positive number, then, promptly following the Determination Date, and in any event within one (1) Business Day of the Determination Date, Parent shall deposit, without interest, (by wire transfer of

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immediately available funds) with the Exchange Agent, the Adjustment Amount and shall instruct the Exchange Agent to distribute to the Stockholders (other than any Stockholder who holds Dissenting Shares), the holders of the Vested Options and the holders of the Comerica Warrants (A) the Holdback Amount, and (B) the Adjustment Amount.

          (ii) If the Adjustment Amount is a negative number, that if positive, would be less than the Holdback Amount, then, promptly following the Determination Date, and in any event within one (1) Business Day of the Determination Date, Parent shall instruct the Exchange Agent, to distribute to the Stockholders (other than any Stockholder who holds Dissenting Shares), the holders of the Vested Options and the holders of the Comerica Warrants the amount by which the Holdback Amount exceeds the Adjustment Amount (assuming the negative Adjustment Amount was a positive number). The Exchange Agent shall return the remaining amount of the Holdback to Parent.

          (iii) If the Adjustment Amount is a negative number, that if positive, would be greater than the Holdback Amount, then (A) the Exchange Agent shall return the Holdback Amount to Parent and (B) an amount that is equal to the amount by which such Adjustment Amount, assuming the negative Adjustment Amount was a positive number, exceeds the Holdback Amount shall be paid from the Escrow Account.

          For purposes of this Agreement, “Indebtedness” shall mean, without duplication (i) all indebtedness for borrowed money, including, without limitation, all amounts payable under or pursuant to the Loan and Security Agreement, by and between the Company and Comerica Bank, dated as of December 20, 2005, as amended on December 20, 2006, February 25, 2008, December 8, 2008 and December 29, 2009 upon the prepayment on the Closing Date of all amounts due and owing thereunder; (ii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (for the avoidance of doubt, excluding any trade accounts payable and checks payable to the Company or a Subsidiary, which have been endorsed by the Company or a Subsidiary for collection in the ordinary course of business); (iii) guaranties securing indebtedness for borrowed money; (iv) all amounts drawn under outstanding letters of credit (v) all deferred compensation obligations, including (A) all payment obligations under the Company’s non-qualified deferred compensation plans (the “Non-Qualified Deferred Compensation Plans”) and (B) any underfunded pension or post-retirement liabilities of the Company and the Subsidiaries as required to be measured under SFAS 87 or SFAS 106 at the transaction date (the “Underfunded Liabilities”); (vi) all costs and obligations incurred in connection with a change of control of the Company or any Subsidiary, except to the extent such costs and obligations are accrued as a liability in the calculation of the Closing Net Working Capital; (vii) dividends payable on any Shares, regardless of whether or not accrued; (viii) all indebtedness related to any bridge financing or similar arrangement; and (ix) all interest, any premiums payable or any other costs or charges (including any prepayment penalties, except to the extent such penalties are accrued as a liability in the calculation of the Closing Net Working Capital) on any instruments or obligations described in clauses (i) through (viii) hereof, all as the same may be payable upon the complete and final payoff thereof, regardless of whether such payoff occurs prior to, simultaneous with or following the Closing.

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     1.12 Escrow.

          (a) Escrow Account. On the Closing Date, Parent shall pay (or cause to be paid), by wire transfer of immediately available funds, the Escrow Amount to the Escrow Agent, to be held in escrow to satisfy, at least in part, any claims by (i) any Parent Indemnified Person for any indemnification claim of any Parent Indemnified Person pursuant to Section 7.2; or (ii) any Parent Indemnified Person pursuant to this Agreement or in connection with the transactions contemplated hereby (the “Escrow Account”). The Escrow Agent shall hold and invest the Escrow Amount in accordance with the terms of the Escrow Agreement.

          (b) The Representative. Upon any claim for indemnification pursuant to Section 7.2, the Representative shall serve as the designated representative of the Stockholders for purposes of receiving notices, contesting claims, and authorizing payments for such claims. If the Stockholders become obligated (whether through mutual agreement between Parent and the Representative, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide an adjustment payment, indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Parent and the Representative shall, if necessary for release of funds from the Escrow Account, promptly execute joint written instructions to the Escrow Agent to disburse the appropriate amount from the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement.

          (c) Remaining Balance in Escrow Account. Upon the expiration of the fifteen (15) month period following the Closing Date and in accordance with the terms of the Escrow Agreement, Parent and the Representative shall cause the Escrow Agent (in accordance with the terms of the Escrow Agreement) to pay (by wire transfer of immediately available funds) to such account(s) designated by the Stockholders or the Representative, any remaining amounts in the Escrow Account, together with any interest earned on any such amount, for distribution to the Stockholders in accordance with the terms of the Escrow Agreement.

          (d) Merger Consideration Adjustments. Except for any interest amount(s) paid thereon, any amounts distributed to Parent pursuant to the provisions of this Section 1.12 shall be deemed to be and treated for all purposes as adjustments to the Merger Consideration.

     1.13 Organizational Documents of the Surviving Company. The Certificate of Incorporation and Bylaws of the Surviving Company shall be as set forth in Exhibit F and Exhibit G, respectively.

     1.14 Directors and Officers of the Surviving Company. The directors and officers set forth on Schedule 1.14 shall be the directors and officers of the Surviving Company, effective as of the Effective Time, until their successors shall have been duly elected and qualified or until their earlier death, resignation or removal.

     1.15 Stockholders’ Representative; Actions.

          (a) Stephen Van Beaver has been appointed as the true and lawful attorney-in-fact of the Stockholders for all matters in connection with this Agreement and the Escrow Agreement (the “Representative”) pursuant to and by virtue of the requisite approval of this

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Agreement by the holders of the Shares. The Representative will act on behalf of the Stockholders with respect to all matters requiring action by the Stockholders under this Agreement or the Escrow Agreement. The Representative hereby accepts such appointment. In the event of the incapacity of the Representative, a successor representative will be appointed by a majority of the Stockholders.

          (b) The Representative shall take all actions required to be taken by the Stockholders under this Agreement or the Escrow Agreement and may take any action contemplated by this Agreement or the Escrow Agreement. By giving notice to the Representative in the manner provided by Section 9.1, Parent shall be deemed to have given notice to all Stockholders. Any action taken by the Representative may be considered by Parent to be the action of the Stockholder(s) for whom such action was taken for all purposes of this Agreement or the Escrow Agreement.

          (c) In the event that Parent gives notice to the Representative of a claim for which indemnification may be sought, the Representative shall have the authority to determine, in his or her sole judgment, whether to retain counsel (and to select that counsel) to protect the Stockholders’ interests, subject to Section 7.5, whether to assume the defense of or otherwise to control the handling of the claim, whether to consent to indemnification and to make all other decisions required to be made by the Stockholders pursuant to this Agreement or the Escrow Agreement, including without limitation whether to consent or withhold his or her consent to any settlement or compromise of a claim.

          (d) The Representative shall not be liable to any Stockholder for any act or omission taken pursuant to or in conjunction with this Agreement, except for his or her own gross negligence or willful misconduct. The Stockholders shall indemnify and hold the Representative, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by him or her as Representative in accordance with this Agreement or the Escrow Agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Representative.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Parent that the statements contained in this Article 2 are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

     2.1 Organization, Qualification and Power.

          (a) Each of the Company and each of its Subsidiaries is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as set forth opposite the name of the Company and each of its Subsidiaries in Schedule 2.1(a).

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The Company has delivered or made available to Parent, true, complete and correct copies of the organizational and constituent documents of each of the Company and each of its Subsidiaries.

          (b) Except as set forth on Schedule 2.1(b), each of the Company and each of its Subsidiaries has all requisite power and authority to own, lease and use its assets and properties and to conduct the business in which it is currently engaged and holds all authorizations, licenses and permits necessary and required therefore except where the failure to hold such authorizations, licenses or permits would not adversely affect the operations of the Company or any of its Subsidiaries and cause the Company or any of its Subsidiaries to pay an amount less than $10,000 to remedy such failure and all such authorizations, franchises, licenses and permits are valid and subsisting. Each of the Company and each of its Subsidiaries is duly licensed and qualified to do business as a foreign corporation and is in good standing in the state(s), countries or other jurisdictions listed on Schedule 2.1(b). None of the Company or any of its Subsidiaries is required to be registered, licensed or qualified to do business in any other jurisdiction except where the failure to be so registered, licensed or qualified to do business would not adversely affect the operations of the Company or any of its Subsidiaries and cause the Company or any of Subsidiaries to pay an amount less than $10,000 to remedy such failure.

     2.2 Subsidiaries. Other than the entities listed on Schedule 2.2, the Company does not, directly or indirectly, own or have the right or the obligation to acquire any capital stock, equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any capital stock, equity or similar interest in, any Person. Except as set forth on Schedule 2.2, none of the Company’s Subsidiaries directly or indirectly owns or has the right or the obligation to acquire any capital stock or other equity interest in any Person. Schedule 2.2 sets forth a true, correct and complete list of each of the Company’s Subsidiaries indicating (i) its officers and directors and (ii) the record owners of all of its issued and outstanding capital stock or other equity interest and the number of authorized, issued and outstanding capital stock or other equity interest of each class and the amount of capital stock or other equity interest unissued and reserved for any purpose. All of the outstanding capital stock or other equity interest of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Schedule 2.2, are wholly owned by the Company or a Subsidiary of the Company of record and beneficially free from all Liens of any kind. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any of the Company’s Subsidiaries is a party or by which it is bound obligating any of the Company’s Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any capital stock or other equity interest of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Company’s Subsidiaries. For purposes of this Agreement, “Subsidiary” means, with respect to any Person, any corporation, association limited liability company or other business entity of which more than fifty percent (50%) of the total voting power of shares of stock (or equivalent ownership or controlling interest) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person or a combination thereof.

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     2.3 Capitalization and Related Matters.

          (a) The authorized capital stock of the Company consists solely of 30,000,000 shares of Common Stock, of which 4,744,245 shares are issued and outstanding, 8,000,000 shares of Series A Preferred Stock, of which 8,000,000 shares are issued and outstanding, 7,642,443 shares of Series B Preferred Stock, of which 7,616,280 shares are issued and outstanding and 3,400,000 shares of Series C Preferred Stock, of which 3,375,000 shares are issued and outstanding (each, a “Share” and, collectively, the “Shares”). Schedule 2.3(a) lists each holder of the Shares and the class and number of Shares owned by such holder. All shares of capital stock in the Company are owned by the Stockholders, of record and beneficially, and constitute the only issued and outstanding capital stock of the Company. All of the Shares were duly authorized and validly issued and are fully paid and non-assessable.

          (b) Except for the Company Options and the Comerica Warrants and as disclosed on Schedule 2.3(b)(i), (i) there are no authorized or outstanding (A) securities of the Company other than the Shares or (B) warrants, preemptive rights, other rights, or options with respect to any securities of the Company or any securities or right convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of the Company’s capital stock, and (ii) the Company is not subject to any obligation to issue, sell, deliver, redeem or otherwise transfer, acquire or retire the Shares or any other securities of the Company. Except as described on Schedule 2.3(b)(i), there are no shareholder agreements, buy-sell agreements, voting trust or other agreement or understanding to which the Company or any Subsidiary of the Company is a party or to which it is bound, all such agreements previously in effect shall be terminated on the Closing Date. Schedule 2.3(b)(i) sets forth a list of each Company Option (other than the Unvested Company Options) and the exercise price of each such option and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option, the date of grant and the vesting schedule. Schedule 2.3(b)(ii) sets forth a list of each Unvested Company Option and the exercise price of each such option and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option, the date of grant and the vesting schedule.

          (c) Each of the Company Options may, in accordance with their respective terms, be treated in the manner provided for herein.

          (d) All of the Shares and all options, warrants or other securities of the Company have been issued in accordance with applicable federal and state securities laws. The transactions contemplated by this Agreement are not subject to any preemptive rights.

          (e) Each of the amounts payable to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common Stock under Section 1.5 has been calculated and will be paid (when paid in accordance with and subject to the terms of this Agreement) in accordance with and subject to all terms of the Certificate of Incorporation of the Company set forth as Exhibit 4.1 hereto, which will be duly authorized and filed with the Delaware Secretary of State prior to or at Closing, and any other agreements binding upon the Company or to which the Company is subject and all applicable Laws.

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     2.4 Enforceability; Noncontravention.

          (a) The Company has full power and authority to enter into each of this Agreement and the Escrow Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement and the Escrow Agreement constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles

          (b) Except as set forth on Schedule 2.4(b), neither the Company, nor any Subsidiary is a party to, subject to or bound by any note, bond, mortgage, indenture, deed of trust, agreement, lien, lease, contract or other instrument or obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would (i) conflict with or be breached or violated or the rights or the obligations thereunder accelerated, increased, extinguished or terminated (whether or not with notice or lapse of time or both) by the execution, delivery or performance by them of this Agreement, the Escrow Agreement or the agreements contemplated hereby or thereby or (ii) prevent the carrying out of the transactions contemplated hereby or by the Escrow Agreement. Except as set forth on Schedule 2.4(b), other than obtaining the Requisite Stockholder Approval, no permit, consent, waiver, expiration of any waiting period, approval or authorization of, or declaration to or filing or registration with, any third person or Government is required in connection with the execution, delivery or performance of this Agreement and the Escrow Agreement by the Company or the Representative, or the consummation by the Company or the Representative of the transactions contemplated hereby or by the Escrow Agreement. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation of any lien, claim, encumbrance, security interest, charge, pledge, equitable interest or other restriction or adverse claim of whatever nature, including any restrictions on use, transfer, receipt of income, voting or exercise of any other attribute of ownership (collectively, “Liens”) against the Shares, Company, its Subsidiaries or any of the properties or assets of the Company or its Subsidiaries. Subject to obtaining the Requisite Stockholder Approval, none of the execution and delivery of this Agreement or the Escrow Agreement by the Company or the Representative, the performance by the Company and the Representative of its obligations hereunder or under the Escrow Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate, conflict with or result in any breach of any provision of the organizational documents of the Company or its Subsidiaries.

          (c) The affirmative vote of (i) at least a majority of the stockholders, and (ii) at least a majority of the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting as a single class, is the only vote of the holders of any of the Company’s capital stock necessary in connection with the execution of this Agreement and the consummation of the Merger (the “Requisite Stockholder Approval”).

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     2.5 Financial Statements.

          (a) Set forth on Schedule 2.5(a) are (i) the Annual Financial Statements and (ii) the Interim Financials. For purposes of this Agreement, the unaudited consolidated balance sheet of the Company as of March 31, 2010 shall be considered the “Balance Sheet.” Schedule 2.5(a) lists, and the Company has delivered or made available to Parent, copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements”, if any (as defined in Item 303(c) of Regulation S-K under the Securities Act of 1933 and the rules and regulations thereunder (the “Securities Act”)) effected by the Company. Schedule 2.5(a) lists all non-audit services performed by Pricewaterhouse Coopers LLP for the Company for the year ended December 31, 2009.

          (b) The Financial Statements were derived from the books and records of the Company and its Subsidiaries and (i) are true, complete and correct in all material respects, (ii) present fairly the financial position, results of operations, and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and (iii) have been prepared in accordance with GAAP applied consistently, subject, in the case of the Interim Financials, to the absence of footnotes.

          (c) (i) No “person” or “entity” (as such terms are defined in 16 C.F.R. § 801.1(a)(1) and 16 C.F.R. §801.1(a)(2)) “controls” the Company within the meaning of 16 C.F.R. § 801.1(b); (ii) the Company is its own ultimate parent entity (as defined in 16 C.F.R.§ 801.1(a)(3)); (iii) the Company is not “engaged in manufacturing” (as defined in 16 C.F.R. § 801.1(j)); and (vi) the Company does not satisfy the size-of-person test set forth in 15 U.S.C. § 18a(a)(2)(B)(ii)(II).

     2.6 Books and Records; Business Practices and Financial Controls.

          (a) True, correct and complete copies of the books of account, stock record books, minute books, bank accounts, and other corporate records of each of the Company and its Subsidiaries have been made available by the Company to Parent, and such books and records have been maintained in accordance with good business practices and reflect the assets and liabilities of each. The minute books of each of the Company and its Subsidiaries contain accurate and complete records of all duly called and held meetings of, and action taken by, the members or stockholders, as applicable, the Boards of Directors or Managers, as applicable, and committees of the Boards of Directors or Managers, as applicable, of each of the Company and its Subsidiaries, and no duly called and held meeting of any such members or stockholders, as applicable, Board of Directors or Managers, as applicable, or committee has been held for which minutes have not been prepared and are not contained in such minute books. Except as set forth on Schedule 2.6(a), at the Closing, all of the books and records will be in the possession of the Company and its Subsidiaries.

          (b) None of the directors, officers, agents or employees of either the Company or any of its Subsidiaries or any of their respective Affiliates acting with, on behalf of, or for the benefit of, either the Company or any of its Subsidiaries, has established, maintained or created any fund, asset or liability with respect to the Company or its Subsidiaries that has not been recorded in the books and records of either the Company or its Subsidiaries.

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          (c) The Company is not aware of, nor has Company’s independent auditors notified the Company of, and Company does not have any knowledge of, (i) any current material weakness or other deficiencies in the system of internal accounting controls utilized by Company, other than as set forth in Schedule 2.6(c), (ii) any fraud, whether or not material, that involves Company management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Company or (iii) any claim or allegation regarding any of the foregoing.

     2.7 No Undisclosed Liabilities.

          (a) Neither the Company nor any of its Subsidiaries has any liabilities or obligations required to be disclosed under GAAP whether known or unknown, accrued, absolute, contingent, unliquidated or otherwise, and there is no basis for any such liability or obligation or any claim in respect thereof, other than:

          (i) to the extent and for the amount reflected as a liability on the Balance Sheet;

          (ii) liabilities or obligations incurred in the Ordinary Course of Business since the date of the Balance Sheet (none of which will or may reasonably be expected to have a material adverse effect upon the Company) that are not required to be set forth in a Schedule hereto;

          (iii) obligations for performance (but not for breach) under Contracts; and

          (iv) the other obligations and liabilities specifically disclosed on Schedule 2.7(a).

“Ordinary Course of Business” means the ordinary course of commercial operations customarily engaged in by such Person consistent with past practices, and specifically does not include activity (i) involving the purchase or sale of such Person or any product line or business unit thereof other than as contemplated by this Agreement or (ii) that requires approval by the Board of Directors or its Stockholders pursuant to the DGCL or any agreement between the Company and its Stockholders.

     2.8 Taxes.

          Except as set forth on Schedule 2.8:

          (a) The Company and its Subsidiaries have filed, or caused to be filed, on a timely basis all Tax Returns required to be filed by each of them, and such Tax Returns are true, correct and complete in all material respects. Neither the Company nor any Subsidiary of the Company has entered into any “listed transactions” as defined in Treasury regulation Section 1.6011-4(b)(2), and the Company and its Subsidiaries have properly disclosed all reportable transactions as required by Treasury regulation Section 1.6011-4.

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          (b) Schedule 2.8(b) lists all Tax Returns required to be filed by the Company and its Subsidiaries for periods up to the Closing Date (whether or not the period ends on such date) that have not been filed on or before the Closing Date. Neither the Company nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return.

          (c) All Taxes due and owing by the Company or any Subsidiary of the Company (whether or not reflected on any Tax Return) have been timely and fully paid.

          (d) Company and its Subsidiaries have properly classified each current and former employee, consultant, sales representative, commercial agent, freelancer or other service provider as an employee or independent contractor (or such similar designation as may apply under non-U.S. law) for purposes of all applicable U.S. and non-U.S laws, including but not limited to, (i) timely and properly withholding and paying all Taxes required to be withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, including, but not limited to, amounts required to be withheld under Sections 1441 and 1442 of the Code (or similar provisions of state, local or non-U.S. Law), (ii) the provision of mandated benefits and (iii) for all purposes under each Plan.

          (e) Within the last ten (10) years, neither the Company nor any of its Subsidiaries has acquired the assets of any corporation in a transaction described in Section 381(a) of the Code.

          (f) Each of the Company and its Subsidiaries has either (i) filed or caused to be filed with the appropriate Government all unclaimed property reports required to be filed and has remitted to the appropriate Government all unclaimed property required to be remitted, or (ii) delivered or paid all unclaimed property to its original or proper recipient.

          (g) The aggregate unpaid Taxes of the Company and its Subsidiaries do not and will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected in the Interim Financial Statements and on the Balance Sheet, respectively.

          (h) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon any assets of the Company or any Subsidiary of the Company and no such Liens are anticipated.

          (i) Neither the Company nor any Subsidiary of the Company is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement or arrangement.

          (j) The Company (i) is not and never has been a member of an “affiliated group” within the meaning of Section 1504 of the Code and (ii) does not have any liability for the Taxes of any Person under Treasury regulation Section 1.1502-6 (or similar provision of state, local or non-U.S. law) as a transferee or successor, by contract or otherwise.

          (k) Neither the Company nor any Subsidiary of the Company is a party to or a partner in any joint venture, partnership or other arrangement or contract that is treated as a partnership for federal Income Tax purposes.

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          (l) No claim in writing has ever been made by a taxing authority in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that it is or may be subject to taxation by that jurisdiction.

          (m) To the knowledge of the Company, no federal, state, local or non-U.S. Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company or any Subsidiary of the Company.

          (n) Neither the Company nor any Subsidiary of the Company has received from any federal, state, local or non-U.S. Tax authority (including jurisdictions where neither the Company nor any Subsidiary of the Company has filed a Tax Return) any (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice or deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against the Company or any Subsidiary of the Company.

          (o) True, correct and complete copies of all Tax Returns relating to Income Taxes (“Income Tax Returns”), Tax examination reports and statements of deficiencies assessed against, or agreed to with respect to the Company or any Subsidiary of the Company with respect to the last three years with the Internal Revenue Service or any other taxing authority have been delivered or made available to Parent.

          (p) Neither the Company nor any Subsidiary of the Company is a party to any agreement, contract, arrangement or plan that has resulted or would result, in a payment that would not be fully deductible as a result of Section 280G of the Code or any similar provision of non-U.S., state, or local law, including the consummation of the transactions contemplated by this Agreement.

          (q) None of the assets of the Company or any Subsidiary of the Company is property that the Company or any Subsidiary of the Company is required to treat as being a “safe harbor lease” within the meaning of Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982.

          (r) None of the assets of the Company or any Subsidiary of the Company has been financed with or directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the Code. Neither the Company nor any Subsidiary of the Company is a borrower or guarantor of any outstanding industrial revenue bonds, and neither the Company nor any Subsidiary of the Company is a tenant, principal user or related person to any principal user (within the meaning of Section 144(a) of the Code) of any property that has been financed or improved with the proceeds of any industrial revenue bonds.

          (s) None of the assets of the Company or any Subsidiary of the Company is “tax-exempt use property” within the meaning of Section 168(h) of the Code.

          (t) Except as set forth on Schedule 2.8(t), neither the Company nor any Subsidiary of the Company has a permanent establishment in any foreign country.

          (u) Neither the Company nor any Subsidiary of the Company has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock

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intended to qualify for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

          (v) Neither the Company nor any Subsidiary of the Company has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897 of the Code.

          (w) Except as set forth on Schedule 2.8(w), neither the Company nor any Subsidiary of the Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date.

          (x) As used in this Agreement, “Taxes” means all taxes and all charges, fees, levies, or other assessments in the nature of taxes, including without limitation, all federal, possession, state, city, county and non-U.S. (or governmental unit, agency, or political subdivision of any of the foregoing) income, profits, employment (including Social Security, unemployment insurance and employee income tax withholding), franchise, gross receipts, sales, use, transfer, stamp, occupation, property, capital, severance, premium, windfall profits, customs, duties, ad valorem, value added and excise taxes; including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. Any one of the foregoing shall be referred to sometimes as a “Tax.”

          (y) As used in this Agreement, “Tax Returns” means all returns, reports, estimates, claims for refund, information statements or returns relating to or required to be filed in connection with any Taxes, including any schedule or attachment thereto, and including any amendment thereof. Any one of the foregoing Tax Returns shall be referred to sometimes as a “Tax Return.”

     2.9 Assets and Real Property.

          (a) Except as set forth on Schedule 2.9(a) and except for any tangible personal property disposed of by the Company or its Subsidiaries, as applicable, in the Ordinary Course of Business since the date of the Balance Sheet, the Company or one of its Subsidiaries is the sole owner of all right, title, and interest in and to all assets reflected as being owned by it on the Balance Sheet and all other assets and property, real and personal owned, held or used by it, other than (i) Company Intellectual Property (which shall be covered by Section 2.14) and (ii) any property or assets leased to the Company or its Subsidiaries (collectively the “Assets,”) and together with all Company Intellectual Property and property or assets leased to the Company or its Subsidiaries (the “Property” )), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property, other than Company Intellectual Property

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(which shall be covered by Section 2.14). Except as set forth on Schedule 2.9(a), no Property, other than Company Intellectual Property (which shall be covered by Section 2.14), is in the possession of others and neither the Company nor any of its Subsidiaries holds any property on consignment. The Company and its Subsidiaries have (i) good and indefeasible title to all of the Assets, free and clear of all Liens, and (ii) a valid leasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, other than Company Intellectual Property (which shall be covered by Section 2.14), free and clear of all Liens. Upon the Closing, the Company and its Subsidiaries shall continue to be vested with good and indefeasible title to, or a valid leasehold interest or license right interest in the Property, other than Company Intellectual Property (which shall be covered by Section 2.14).

          (b) All of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used.

          (c) Set forth on Schedule 2.9(c) is a legal description of each parcel of real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”).

          (d) Schedule 2.9(d) contains a complete and accurate list of all real property interests leased by the Company or one of its Subsidiaries as tenant (collectively, the “Leased Real Property”) and a complete and accurate list of each lease pursuant to which the Company or its Subsidiary leases such Leased Real Property as a tenant (the “Real Property Leases”). Except as set forth on Schedule 2.9(d), each of the Real Property Leases may be assigned or otherwise transferred by the Company or its applicable Subsidiaries without the consent or other action of any other Person. The Leased Real Property and the Owned Real Property are collectively referred to as the “Company Real Property”).

          (e) Except as set forth in Schedule 2.9(e), the Company or its applicable Subsidiary holds a valid leasehold interest in the Leased Real Property pursuant to a Real Property Lease, and each Real Property Lease is enforceable against the Company and to the Company’s knowledge the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). None of the Company, its Subsidiaries (if applicable) or, to the Company’s knowledge, the applicable landlord, is in default in any material respect in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound, and no event caused by, relating to or affecting the Company or such Subsidiary or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a default by the Company or its Subsidiary thereunder which may result in the termination or cancellation thereof, diminish the enforceability thereof, or otherwise contravene, conflict with or modify the terms and requirements of any of the Real Property Leases. The Real Property Leases are without modification (written or oral) except as set forth in any supplement or amendment to such Real Property Leases, and true, accurate and complete copies of all documents comprising the same, with all supplements, amendments and exhibits thereto, have been provided or made available to Parent. Each such Real Property Lease is in full force and effect. Neither the Company nor any

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of its Subsidiaries (if applicable) has assigned, transferred or conveyed their interests in the Real Property Leases. Neither the Company nor any Subsidiary of the Company leases or subleases any Company Real Property as landlord to any third party tenants or subtenants.

          (f) Except as set forth in Schedule 2.9(f), (i) there are no leases, subleases, licenses, concessions or other agreements of the Company or any of its Subsidiaries, written or oral, granting to any person or entity the right to use or occupy any portion of the Company Real Property, and no person or entity (other than the Company or such Subsidiary) is in possession of any portion of the Company Real Property; (ii) neither the Company nor any of its Subsidiaries has any knowledge or notice of any existing or intended use of any adjacent or nearby real property which would adversely affect the value or use of the Company Real Property; (iii) there is no pending or threatened eminent domain proceeding that would result in the taking of all or any material part of any of the Company Real Property and (iv) from and after March 31, 2010, to and including the date of this Agreement, there have been no casualty losses exceeding $50,000, in the aggregate, affecting the Company Real Property.

     2.10 Necessary Property. Except as set forth on Schedule 2.10, the Property, other than Company Intellectual Property (which shall be covered by Section 2.14), constitutes all property and property rights now used or necessary for the conduct of the Company’s business in the manner and to the extent presently conducted by the Company and its Subsidiaries. There exists no condition, restriction or reservation affecting the title to or utility of the Property, other than Company Intellectual Property (which shall be covered by Section 2.14), or that would prevent the Company or any of its Subsidiaries from enforcing its rights with respect to its Property, other than Company Intellectual Property (which shall be covered by Section 2.14), after the Merger.

     2.11 Accounts Receivable; Inventories.

          (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Company and its Subsidiaries and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to the Closing Date. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) all such Accounts Receivable arose in the Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance, in each case, in accordance with the terms of the applicable Contract. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company and its Subsidiaries have not invoiced or otherwise charged any of its respective customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Company or its Subsidiaries. The Accounts Receivable do not include any amounts that represent invoices for products or services not yet delivered or rendered, unless such amount was billed in accordance with the terms of the respective customer contractual agreement and such amount has a corresponding amount that is recorded in deferred revenue on the Balance Sheet. All amounts billed by the Company and

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each of its Subsidiaries have been billed in accordance with the terms of the respective customer contractual agreement and are collectible in accordance with such terms. All asserted penalties and incurred but not yet asserted penalties under such customer contractual agreements that may be assessed have reduced the Accounts Receivable and the deferred revenue balance as of the Closing Date.

          (b) The inventories of the Company and/or its Subsidiaries are of a quality and quantity useable and saleable in the Ordinary Course of Business, subject to appropriate and adequate allowances reflected on the Financial Statements for obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in accordance with GAAP and in a manner consistent with the past practice of the Company. None of the inventory of the Company any of its Subsidiaries is held on consignment, or otherwise, by third parties. Schedule 2.11(b)(i) through (iv) sets forth (i) any off-balance sheet inventory that is held as safety stock and owned by a supplier of any of the Company or its Subsidiaries which has not yet been delivered to the Company or its Subsidiary, (ii) any inventory held by a reseller of any of the Company or its Subsidiaries which may be returned or put back to any of the Company or its Subsidiaries if unsold by such reseller; (iii) any consignment inventory; and (iv) any purchase volume commitments that obligate the Company or any of its Subsidiaries.

     2.12 Contracts and Commitments.

          (a) Except as set forth on Schedule 2.12(a)(i)-2.12(a)(xxiv) or as disclosed on Schedule 2.14(c), none of the Company or any of its Subsidiaries is a party to or otherwise obligated under any of the following, whether written or oral:

          (i) Any contract, agreement or purchase order providing for the sale of products, the provision of services or warranty liability in excess of $250,000, in any such case, by the Company or any of its Subsidiaries to any other person or entity, including any customer, reseller or agent;

          (ii) Any contract or agreement with any customer, reseller or agent in excess of $50,000;

          (iii) Any contract or agreement containing any most favored customer or similar provision;

          (iv) Any service level agreement or contract;

          (v) Any single contract or purchase order providing for an expenditure by the Company or any of its Subsidiaries in excess of $50,000 or any contracts or purchase orders with the same or affiliated vendor(s) providing for an expenditure by the Company or any of its Subsidiaries in excess of $50,000;

          (vi) Any contract providing for an expenditure by the Company or any of its Subsidiaries for the purchase, lease or sale of any real property;

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          (vii) Any contract, bid or offer to sell products or to provide services to third parties which (A) the Company or any of the Company’s Subsidiaries knows or has reason to believe is at a price which would result in a net loss to the Company or any of the Company’s Subsidiaries on the sale of such products or provision of such services or (B) contains terms or conditions which the Company or any of the Company’s Subsidiaries cannot reasonably expect the Company or its Subsidiary to satisfy or fulfill in whole or in part;

          (viii) Any purchase commitment for materials, supplies, component parts or other items or services in excess of the normal, ordinary, usual and current requirements of the Company or any of its Subsidiaries or at a price in excess of the current reasonable market price (A) at the time of such commitment or (B) at the time of expected delivery of such materials, supplies, component parts or other items or services;

          (ix) Any contract pursuant to which the Company or any of its Subsidiaries is the lessee or sublessee of, or holds or operates, any personal property owned or leased by any other Person or entity (other than leases of real and personal property leased in the Ordinary Course of Business with annual lease payments no greater than $50,000);

          (x) Any contract pursuant to which the Company or any of its Subsidiaries is the lessor, sublessor or lessee of, or permits any third party to operate, any real or personal property owned or leased by any Stockholder or an officer or employee of the Company or any of its Subsidiaries or any Affiliate thereof;

          (xi) Any revocable or irrevocable power of attorney granted to any Person for any purpose whatsoever;

          (xii) Any loan agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, endorsement, foreign exchange contract, commodity contract, interest rate or other derivative contract, accommodation or other similar type of contract or agreement, and in any event, including each instrument, contract or agreement evidencing or relating to indebtedness for borrowed money (together, in each applicable case, with the outstanding principal balance thereof, accrued but unpaid interest thereon, prepayment penalties associated therewith and total payoff amount as of the payoff date specified thereon);

          (xiii) Any assumption, surety, guarantee, support, indemnity or other similar type contract or agreement guaranteeing or supporting the obligations of another Person;

          (xiv) Any arrangement or other agreement which involves (A) a sharing of profits, (B) future payments of $50,000 or more per annum to other persons (other than pursuant to employment arrangements), or (C) any joint venture, partnership or similar contract or arrangement.

          (xv) Any sales agency, sales representation, consulting, or franchise agreement that is not terminable in 30 days or less without cost or penalty;

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          (xvi) Any contract (A) prohibiting competition by the Company or any of the Company’s Subsidiaries, (B) prohibiting the Company or any of its Subsidiaries or their employees from freely engaging in any business anywhere in the world (other than the Company’s standard employee confidentiality and employee non-compete agreements) or (C) prohibiting the disclosure of trade secrets or other confidential or proprietary information (other than employee nondisclosure agreements and other non-disclosure agreements entered into in the Ordinary Course of Business);

          (xvii) Any contract or commitment providing for the payment of cash or other benefits upon the sale, merger or other change of control of the Company or any of its Subsidiaries or a substantial portion of the respective assets of any of them;

          (xviii) Any contract pursuant to which the Company or any of its Subsidiaries has entered into or has agreed to enter into any hedging or similar transactions; (xix) Any contract pursuant to which the Company or any of its Subsidiaries has acquired or disposed of or has agreed to acquire or dispose of any securities or any business or product line or the like;

          (xx) Any license, sublicense, assignment or agreement that is included in or related to the Company Intellectual Property other than generally commercially available, off-the-shelf software programs;

          (xxi) Any (A) contract pursuant to which a penalty, incurred or explicit, has been incurred or assessed, (B) no charge sales order which is a sales order where there is no charge for an item on such order, (C) class A or class AC change, (D) contract pursuant to which any service level agreement penalties, incurred or explicit, have been incurred or assessed or to the Company’s knowledge, will be incurred or assessed within 12 months of the date hereof or (D) contract pursuant to which a service credit has been provided;

          (xxii) Any other material contract or commitment which is not cancelable without penalty on 30 days notice or less and which is not specifically described on any other Schedule to this Agreement;

          (xxiii) Any contract, agreement or commitment obligating the Company or any of its Subsidiaries to deliver future product enhancements; and

          (xxiv) Any contract pursuant to which the Company or any of its Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery of products or services offerings not in commercial existence as of the date hereof.

     2.13 Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of Indebtedness to which the Company or one of its Subsidiaries is a party or is otherwise obligated (individually, a “Contract” and collectively, the “Contracts”) is a valid, binding and enforceable obligation of the Company or one of its

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Subsidiaries and to the Company’s knowledge, the other parties thereto in accordance with its terms and conditions. Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party to any of the Contracts is in material default under or in material violation of such Contract, and there are no material disputes pending or threatened with regard to any Contract. Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in violation of any provision of such Contract related to (i) any most favored customer or similar provision in any such Contract, or (ii) any letter of credit or performance bond obligation set forth in any Contract. Except as set forth on Schedule 2.13.1, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a default under or a violation of any Contract by the Company, any of its Subsidiaries or any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or any of the equity interests of the Company or any of its Subsidiaries, or, would require any consent thereunder. The Company has delivered or made available to Parent, a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c) and a true, complete and accurate description of each oral Contract required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c), and none of such Contracts has been modified or amended in any respect (including with respect to any customer requirements or expectations that are different then, or in addition to, those set forth in such Contracts), except as reflected in such disclosure to Parent. None of the Company or any of its Subsidiaries has any commitments or other obligations (including with respect to software feature or development obligations or commitments), written or oral, to any customer, reseller, agent or other third party, except for those explicitly and expressly set forth in the Contracts required to be disclosed on Schedule 2.12(a) or Schedule 2.14(c). All deliverables required to be delivered by the Company or any of its Subsidiaries under any Contract, implied or explicit, have been delivered in accordance with customer, reseller or agent requirements set forth in such Contract. Except as set forth on Schedule 2.13.2, all work for each Contract that has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work. Schedule 2.13(a)(ii) sets forth the cost to the Company and its Subsidiaries, from the date of this Agreement, to complete each of the Contracts which relate to customers, resellers or agents.

     2.14 Intellectual Property.

          (a) For purposes of this Agreement, the following terms shall have the identified meanings:

          (i) “Intellectual Property” means: intellectual property of any type throughout the world, including, but not limited to: (i) patents, patent applications and statutory invention registrations, including, but not limited to, continuations, continuations-in-part, divisions, provisionals, non-provisionals, reexaminations, reissues and extensions; (ii) trademarks, service marks, trade names, brand names, logos and corporate names, slogans and other indicia of source of origin, whether or not registered, including all common law rights thereto and all goodwill associated therewith, and registrations and applications for registration thereof; (iii) tangible works of authorship,

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copyrights, whether registered or unregistered, and registrations and applications for registration thereof; (iv) trade secrets, confidential information and know-how; (v) domain names; (vi) rights of publicity and privacy, rights to personal information and moral rights; (vii) shop rights; (viii) inventions (whether patentable or unpatentable), invention disclosures, mask works, industrial design rights, discoveries, ideas, developments, data, Software, confidential or proprietary technical, business and other information, including, but not limited to processes, techniques, methods, formulae, designs, algorithms, prospect lists, customer lists, projections, analyses, and market studies, and all rights therein and thereto; (ix) all rights pertaining to any of the foregoing arising under international treaties and convention rights; (x) the right and power to assert, defend and recover title to any of the foregoing; and (xi) all rights to assert, defend and recover for any past, present and future infringement, misuse, misappropriation, impairment, unauthorized use or other violation of any of the foregoing; and (xii) all administrative rights arising from the foregoing, including the right to prosecute applications and oppose, interfere with or challenge the applications of others, the rights to obtain renewals, continuations, divisions, and extensions of legal protection pertaining to any of the foregoing.

          (ii) “Company Intellectual Property” means all Intellectual Property that is owned, or purported to be owned, in whole or in part, by the Company or any of its Subsidiaries.

          (iii) “Company Manufacturing Tools” means methods of manufacture, process engineering, know-how, schematics, trade secrets, methods, algorithms, machine settings and Software developed by or for the Company or its Subsidiaries used in the Ordinary Course of Business.

          (iv) “Company Software” means all Software that (i) is material to the operation of the Company and its Subsidiaries, (ii) is distributed, sold, licensed, marketed or otherwise provided to third parties by the Company or any of its Subsidiaries, (iii) is used or held for use by the Company or any of its Subsidiaries in connection with its work for customers or its products or services, and/or (iv) is one of Company Manufacturing Tools.

          (v) “Owned Software” means all Company Software that is owned or purported to be owned by the Company or any Subsidiary of the Company.

          (vi) “Public Software” means any Software that contains, or is derived in any manner from, in whole or in part, any Software that is distributed as freeware, shareware, open source Software (e.g., Linux) or similar licensing or distribution models that (i) require the licensing or distribution of source code to licensees, (ii) prohibit or limit the receipt of consideration in connection with sublicensing or distributing any Software, (iii) except as specifically required to be permitted by applicable law, allow any Person to decompile, disassemble or otherwise reverse-engineer any Software, or (iv) require the licensing of any Software to any other Person for the purpose of making derivative works. For the avoidance of doubt, “Public Software” includes, without limitation, Software licensed or distributed under any of the following licenses or distribution models (or licenses or

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distribution models similar thereto): (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; (viii) Red Hat Linux; (ix) the Apache License; (x) MIT License; and (xi) any other license or distribution model described by the Open Source Initiative as set forth on www.opensource.org.

          (vii) “Software” means all computer software, firmware, programs, and data, in any form, including without limitation, source code, object code, development tools, library functions, compilers, Internet websites, web content and links, all versions, updates, corrections, enhancements, replacements, and modifications thereof, and all documentation related thereto.

          (b) Schedule 2.14(b)(i) contains a true, complete and accurate list of each of the following items of Company Intellectual Property: patents and patent applications, trademarks, service marks, trade names, corporate names, whether or not registered, and the registrations of and applications for registration of the foregoing; registered copyrights and applications for copyright registration; registered industrial designs, and domain names and registrations thereof, (such items required to be listed, referred to herein as “Scheduled Company Intellectual Property”). Schedule 2.14(b)(i) accurately summarizes, where applicable, the following for each item of Scheduled Company Intellectual Property: patent number, application number, registration number, filing date, date of issuance, applicant, mark or name, owner(s), and country of origin. Schedule 2.14(b)(ii) contains a true, complete and accurate list of each material Software application (indicating current version number) included in the Owned Software. There is no proceeding or action before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to any Scheduled Company Intellectual Property other than prosecution proceedings entered into in the Ordinary Course of Business with the applicable issuing or granting authorities. All such Scheduled Intellectual Property is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use) and are not subject to any unpaid maintenance fees or taxes or actions due within 90 days after the Closing.

          (c) Schedule 2.14(c) contains a list of all agreements (whether written or oral) relating to Intellectual Property (including Company Software and any other Software used in the Ordinary Course of the Business) to which the Company or a Subsidiary of the Company is a party or is otherwise obligated, including without limitation any agreement by which the Company or such Subsidiary (i)(A) licensed any Person under any Company Intellectual Property or sublicensed any Person under any Intellectual Property owned by another Person, (such agreement, a “Company Intellectual Property License”); (B) is licensed under any Intellectual Property owned by another Person (such agreement, a “Third Party Intellectual Property License”); (C) uses, owns, assigned or is assigned any right or interest in, settled any dispute, or released or was released from any claim pertaining to, any Intellectual Property; (D) is restricted in or obligated with respect to, or has restricted or obligated another with respect to, the disclosure, use, development, enforcement, prosecution, maintenance, transfer, licensing or other exploitation of any Intellectual Property; (E) granted or was the beneficiary of a covenant not to sue or other restrictive covenant or agreement with respect to Intellectual Property; or (F)

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has other than in the Ordinary Course of Business consistent with statutory provisions governing the sale of goods (including the license of software to its customers), given, obtained or permitted the disclaimer of a warranty, indemnity or hold harmless obligation with respect to any Intellectual Property, or (ii) is obligated or committed, or has obtained an obligation or commitment from any Person, to enter into an agreement pertaining to any of the categories set forth in subpart (i), (each such agreement described in this Section 2.14(c), a “Company Intellectual Property Agreement”). Notwithstanding anything to the contrary in this Section 2.14(c), in no event shall Company be obligated to list (x) any agreements for off the shelf commercially available software products, each of which the Company could acquire immediately following the Closing at a cost not to exceed $3,000 per copy for the same rights held by the Company immediately prior to Closing, or (y) the Company’s standard agreements granting its customers the right to use Software in the Ordinary Course of Business.

          (d) Except as described in Schedule 2.14(d), the Company and its Subsidiaries have good, valid and legal title to, and are the sole and exclusive owner of all right, title and interest in and to, Company Intellectual Property, free and clear of all Liens (other than restrictions on Company Intellectual Property that are set forth in the terms and conditions of Third Party Intellectual Property Licenses listed in Schedule 2.14(c). The Company and its Subsidiaries have the right to use and otherwise exploit in the manner currently used or exploited by the Company and its Subsidiaries (or as proposed to be used or exploited by the Company and its Subsidiaries evidenced by products currently subject to beta testing), Company Manufacturing Tools, Company Software and all other Intellectual Property used or exploited by the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries, and Parent and the Surviving Company shall continue to have such rights after the Closing. The Company and its Subsidiaries have the right to use and otherwise exploit in the manner proposed to be used or exploited by the Company and its Subsidiaries as evidenced by a written business plan, written development plan, product roadmap or computer software code, Company Manufacturing Tools, Company Software (other than ordinary course OEM software licenses (e.g., Microsoft Office and Oracle) and licenses for the use of Intellectual Property contained in OEM equipment incidental to the Company’s products (e.g., deep packet inspection gateways)) and all other Intellectual Property used or exploited by the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries, and Parent and the Surviving Company shall continue to have such rights after the Closing.

          (e) To the knowledge of the Company, there are no grounds that provide a reasonable basis for asserting that any item of Company Intellectual Property is not valid and enforceable. There is no pending action or claim or allegation asserting the invalidity or unenforceability of any item of Company Intellectual Property. In no instance has copyright protection in the Company Software been dedicated to the public domain or become subject to an obligation to freely license all third parties or publicly disclose source code.

          (f) The Company Intellectual Property and Third Party Intellectual Property Licenses include all rights in Intellectual Property used or exploited in or necessary for the operations or conduct of the business of the Company and its Subsidiaries (or as proposed to be conducted by the Company and its Subsidiaries as evidenced by a written business plan, written development plan, product roadmap or computer software code attached as Schedule 2.14(f)).

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For the avoidance of doubt, the representations and warranties made by the Company in Sections 2.12 and 2.13 with respect to Contracts apply to the Third Party Intellectual Property Licenses.

          (g) No Company Intellectual Property (including Owned Software) is subject to any restrictions, impairments or other obligations with respect to the validity, enforceability, disclosure, use, enforcement, prosecution, maintenance, transfer, licensing or other exploitation of, or that otherwise relates to or affects Company Intellectual Property (including Owned Software).

          (h) The Company and each and all of its Subsidiaries (including, without limitation, directly, as a contributory infringer, through inducement or otherwise), the products and services offered by or on behalf of or through the Company and each Subsidiary of the Company (whether by sale, license or otherwise), the processes or business methods used by or at the direction of the Company and each Subsidiary of the Company, and the operation of the business of the Company and its Subsidiaries, has not and have not infringed, misappropriated or otherwise violated, and does not and do not infringe, misappropriate or otherwise violate, any Intellectual Property of any Person. There has not been any unauthorized disclosure of any third party Intellectual Property by the Company and its Subsidiaries, or by any employees or officers of the Company and its Subsidiaries or, to the knowledge of the Company, by any other Person.

          (i) To the knowledge of the Company, there is not and has not been any unauthorized use, exploitation, infringement or other violation of any Company Intellectual Property by any employees or officers of the Company or any of its Subsidiaries. There is not and has not been any disclosure or misappropriation of any Company Intellectual Property by any employees or officers of the Company or any of its Subsidiaries.

          (j) Except as set forth in Schedule 2.14(j), there has been no claim made, or to the knowledge of the Company, threatened, by or against the Company or any Subsidiary of the Company (and neither the Company nor any Subsidiary of the Company has been a party to any Action including such a claim), and neither the Company nor any Subsidiary of the Company has received or provided notice of any such claim or other communication: (i) asserting the invalidity, misuse or unenforceability, infringement, misappropriation or other violation of any third party Intellectual Property or Company Intellectual Property; (ii) challenging the Company or any Subsidiary of the Company’s ownership of or rights to use, license or otherwise exploit any Intellectual Property; (iii) asserting that the Company or any Subsidiary of the Company has engaged in unfair competition, false advertising or other unfair business practices; (iv) offering an “invitation to license” as a means to avoid infringement or potential infringement of any Intellectual Property; or (v) otherwise asserting claims or allegations asserting the misappropriation, violation or infringement of Intellectual Property, or that would, if established, affect Company Intellectual Property, Company Intellectual Property Agreements, or the ability of the Company and its Subsidiaries to carry out the business of the Company and its Subsidiaries in the future without infringing, misappropriating or violating the Intellectual Property of any Person.

          (k) Except as set forth in Schedule 2.14(k), the Company and its Subsidiaries have taken reasonable actions to maintain and protect Company Intellectual Property, and the Company’s ownership thereof, including without limitation, (i) paying all application,

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examination, registration, issue, renewal and maintenance fees that have become due, (ii) filing all necessary documents and certificates including statements of use with the relevant patent, copyright, trademark or other authorities, (iii) recording documents of title and releases of security interests required to perfect rights in Company Intellectual Property, (iv) marking its products to indicate ownership of Intellectual Property embodied in such products as required to seek and obtain damages for the violation of such Intellectual Property, and (v) exercising reasonable care, including taking all reasonable steps, to protect the confidential status of, and the Company’s and its Subsidiaries’ rights in, confidential information and trade secrets and to protect the confidential information and trade secrets of others who have provided such confidential information and trade secrets to the Company and its Subsidiaries in confidence.

          (l) The Company’s and its Subsidiaries’ current and former employees, officers and independent contractors and consultants who have created any Intellectual Property used or held for use or exploitation by the Company and its Subsidiaries (including without limitation any Intellectual Property incorporated in Company Software), have assigned ownership of such Intellectual Property to Company and its Subsidiaries through a Company Intellectual Property Agreement. The Company’s and its Subsidiaries’ current and former employees, officers and independent contractors and consultants who have received any trade secrets or other confidential information of the Company or its Subsidiaries or of third parties have entered into agreements with the Company or a Subsidiary of the Company preventing (or, with regard to employees, have been subject to binding policies) obligating them not to disclose such trade secrets or other confidential information to any third party and not to make any improper use of such trade secrets or other confidential information.

          (m) None of the Company Intellectual Property was developed by or on behalf of, pursuant to a Contract with, or using grants or any other subsidies of, any governmental or public entity or authority, university, corporate sponsor, or other third party, except as disclosed on Schedule 2.14(m).

          (n) Except as set forth in Schedule 2.14(n), the consummation of the transaction contemplated by this Agreement will not alter, impair or extinguish any of the Company Intellectual Property or rights or obligations under any Company Intellectual Property Agreement.

          (o) Except as set forth on Schedule 2.14(o), none of the Company Software: (i) incorporates any Public Software, includes any modifications to any Public Software, or is subject to any license or other contractual obligation that (A) requires the Company or any Subsidiary of the Company to divulge to any Person any source code or trade secret that is part of Company Software, (B) licenses a third party to create any derivative work based on Company Software or any part thereof, or (C) licenses a third party to distribute or redistribute Company Software or any part thereof at no charge; or (ii) contains any time bomb, virus, worm, Trojan horse, back door, drop dead device, or any other Software that would interfere with its normal operation, would allow circumvention of security controls, or is intended to cause damage to hardware, Software or data.

          (p) The Company and its Subsidiaries own or have the right to exploit, and after Closing will continue to own or have the right to exploit, each item of Company Software

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in the same manner and to the same extent as it was used prior to the Closing, and, with regard to Company Manufacturing Tools, exploit in any manner, subject only to the terms of any Third Party Intellectual Property License listed in Schedule 2.14(c), including, without limitation, the uninterrupted right to continue to distribute after the Closing all Software embedded in or otherwise distributed with or distributed for use in connection with products and services distributed in the Ordinary Course of Business. Company Software constitutes all Software necessary to conduct the business and operations of the Company and its Subsidiaries as currently conducted and reasonably anticipated to be conducted following the Closing.

          (q) Copies of all Company Manufacturing Tools and Company Software (i) is in the custody and control of the Company and its Subsidiaries, along with all hardware and software tools, documentation, and other materials necessary to exploit Company Manufacturing Tools and Company Software in the Ordinary Course of Business, and such Company Manufacturing Tools and Company Software and related tools and materials will remain so immediately after the Closing, (ii) has been catalogued and documented as reasonably necessary to enable competently skilled programmers and engineers to use, update and enhance such items by readily using the existing source code, engineering drawings, machine settings and documentation, and (iii) are protected by a disaster recovery plan that has been disclosed to Parent prior to the Closing. No Company Software in source code form has been provided by the Company and its Subsidiaries except on a need-to-know basis. The Owned Software has not been presented or disclosed in source code form to any third party (including without limitation, employees and officers of the Company and its Subsidiaries) except under written confidentiality agreements or written source code escrow agreements listed in Schedule 2.14(c). Schedule 2.14(c) lists all third parties to which the Company or any of its Subsidiaries has provided or disclosed the source code to any Owned Software, and all other third parties that, to the knowledge of the Company, have been provided access to, or have had possession of, any such source codes, and for each third party listed in Schedule 2.14(c), such schedule identifies the software source code that was provided or disclosed. There has been no security breach relating to, no violation of any security policy regarding, and no unauthorized access to, the Company and its Subsidiaries’ proprietary data or Company Software.

          (r) Except as set forth in Schedule 2.14(r), the Company and its Subsidiaries are not obligated to support or maintain any of Company Software except pursuant to agreements that will terminate by their terms or are terminable at will by the Company or its Subsidiaries (and other than for cause) on a periodic basis and that provide for periodic payments to the Company and its Subsidiaries for such services.

          (s) Except as set forth in Schedule 2.14(s), Company Software is free of material defects and errors, and functions in substantial conformity with documentation therefor.

          (t) Neither the Company nor any Subsidiary of the Company has undertaken any commitment to commit any Company Intellectual Property to the public domain, to the free and unrestricted use of any trade group or association, or to be licensed freely on any predetermined terms (including any commitment to grant licenses of “reasonable and non-discriminatory” terms), including, without limitation, any commitment or obligation arising from participation by the Company or any Subsidiary of the Company in any standards-setting activities or any standards-setting organizations. The participation, conduct and activities of the

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Company or of any Subsidiary of the Company in any standards-setting activities or any standards-setting organizations prior to the Closing shall not cause the validity, enforceability, disclosure, use, enforcement, prosecution, maintenance, transfer, licensing or other exploitation of, any Company Intellectual Property or Owned Software to be limited, restricted, impaired or otherwise adversely affected, whether as a result of compliance or non-compliance by the Company or by any Subsidiary of the Company with any intellectual property policy and practices (whether or not written or formally adopted) of any such activities or organization.

          (u) Except as set forth on Schedule 2.14(u), the Company and its Subsidiaries do not use, rely on or contract with any Person to provide services bureau, outsourcing or other computer processing services and the Company and its Subsidiaries provide no such services to others.

          (v) The Company and each Subsidiary of the Company maintains policies and procedures regarding (a) data security, (b) privacy, (c) disaster recovery and business continuity, and (d) the collection, storage, transfer and any other processing of any personally identifiable information collected or used by the Company and any of its Subsidiaries in any manner or maintained by third parties having unauthorized access to such information, that are commercially reasonable and, in any event, in compliance with all their obligations under applicable Law. There has been no security breach relating to, violation of any security policy regarding, or unauthorized access or unauthorized use of, any data in the possession, custody or control of the Company or any Subsidiary of the Company that contains the personally identifiable information of natural persons. The use and dissemination of any and all data and information concerning individuals by the Company and its Subsidiaries is in compliance with all applicable privacy policies, terms of use, customer agreements and Law. The transactions contemplated to be consummated hereunder as of the Closing will not violate any privacy policy, terms of use, customer agreements or Law relating to the use, dissemination, or transfer of any such data or information.

          (w) Other than as set forth on Schedule 2.14(w), neither the Company nor any of its Subsidiaries owes any royalty under any Contract. None of the Company or its Subsidiaries currently owes, or will owe, any royalty under the Bird Agreement. For purposes of this Agreement, the “Bird Agreement” shall mean (i) the Reseller Agreement between the Company and BigBand Networks, Inc. (“BigBand””)) dated June 30, 2007, as amended on August 20, 2007, (ii) the Cooperation and Project Funding Agreement dated November 4, 2007, among the Israel-United States Binational Industrial Research and Development Foundation, the Company and BigBand Ltd, (iii) the Exclusive License Agreement between the Company and BigBand dated June 30, 2009, and (iv) the Exclusive License Agreement between the Company and BigBand dated June 30, 2009.

     2.15 Litigation. Except as set forth on Schedule 2.15, since January 1, 2007 there has not been any action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or their respective properties or assets or, to the knowledge of the Company, any of their respective officers, directors or employees relating to the Company. Since January 1, 2007, there has not been any judgment, order, writ, injunction or decree issued or outstanding against the Company or any of its Subsidiaries.

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     2.16 Insurance.

          (a) Set forth on Schedule 2.16 is a list of all insurance policies and bonds currently in force covering or relating to the properties, operations or personnel of the Company and its Subsidiaries and, with respect to insurance policies covering product liability and similar occurrence based risks, in force at any time since October 1, 2007, and a detailed list of all claims filed by the Company with any insurance carrier since October 1, 2007. Such schedule clearly indicates (i) which of such policies are claims made and which of such policies are occurrence based, (ii) the deductibles of each such policy and the amount which have been applied to such deductibles in the current policy period and (iii) the aggregate amount available under each such policy. All of such insurance policies are in full force and effect (with respect to the applicable coverage periods), and neither the Company nor any of its Subsidiaries is in default in any material respect with respect to any of its obligations under any of such insurance policies.

          (b) Since January 1, 2007, the Company and its Subsidiaries have at all times maintained insurance as required by Law or under any Contract to which the Company or such Subsidiary is or has been a party, including, without limitation, comprehensive general liability, products liability and unemployment and workers’ compensation coverage. Such insurance insures the Property against all ordinary, insurable risks to the full replacement cost thereof.

     2.17 Absence of Certain Changes. Since December 31, 2009, except as set forth on Schedule 2.17 hereto, there has not been:

          (a) Any event that has had a Company Material Adverse Effect;

          (b) Any declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) to any Person with respect to any securities of the Company or its Subsidiaries, or any direct or indirect redemption, purchase, or other acquisition by the Company or any of its Subsidiaries of any of their securities;

          (c) Any increase of greater than five (5) percent in compensation or other remuneration payable to or for the benefit of or committed to be paid to or for the benefit of any equity holder, director, officer, agent, or employee of the Company or any of its Subsidiaries, or in any benefits granted under any Plan with or for the benefit of any such equity holder, director, officer, agent, or employee (other than increases in wages or salaries required under existing Contracts listed on Schedule 2.12(a) or otherwise not unusual in timing, character or amount made in the Ordinary Course of Business to employees);

          (d) Any transaction entered into or carried out by the Company or any of its Subsidiaries other than in the Ordinary Course of Business;

          (e) Any borrowing or incurrence of any other Indebtedness (other than the creation of accounts payable in the Ordinary Course of Business), contingent or otherwise, by or on behalf of the Company or any of its Subsidiaries (it being understood that the foregoing is not intended to describe obligations of the Company or its Subsidiaries under Contracts to sell products to others);

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          (f) Any modification or termination of any Contract disclosed on Schedule 2.12(a) or Schedule 2.14(c) or any material term thereof or any modification or termination of any Government license, permit or other authorization issued to the Company or any of its Subsidiaries;

          (g) Any lease arrangement (whether as a lessor or lessee or sublessor or sublessee) entered into by the Company or any of its Subsidiaries with respect to real property;

          (h) Any acquisition of or investment in (by merger, exchange, consolidation, purchase or otherwise) any corporation or partnership or interest in any business organization or entity;

          (i) Any acquisition of any assets whether through capital spending or otherwise, for an amount in excess of $25,000 on an individual basis or for an amount in excess of $100,000 on an aggregate basis;

          (j) Any waiver by the Company or any of its Subsidiaries of any claims or rights that involve amounts individually or in the aggregate in excess of $25,000;

          (k) Any disclosure by the Company or any of its Subsidiaries of any confidential or proprietary information to any person or entity other than to Parent and Parent’s representatives, agents, attorneys and accountants or the respective employees of the Company in the Ordinary Course of Business;

          (l) Any material change in the conduct of the Company’s business or the business of any of its Subsidiaries, or any material change in their respective methods of purchase, sale, lease, management, marketing, promotion or operation, or any material delay or postponement by the Company or any of its Subsidiaries of the payment of accounts payable or other liabilities by the Company or any of its Subsidiaries, or any acceleration or delay in the collection of notes or accounts receivable of the Company or any of its Subsidiaries in advance of or beyond the dates when the same would have been collected in the Ordinary Course of Business consistent with past practice, or any acceleration or delay in the shipment of any products of the Company or any of its Subsidiaries in advance of or beyond the dates when the same would have been shipped in the Ordinary Course of Business consistent with past practice;

          (m) Any change in any method of accounting or accounting policies of the Company or any of its Subsidiaries, other than those required by GAAP, or any write-down in the accounts receivable or inventories of the Company or any of its Subsidiaries;

          (n) Any change in Tax elections;

          (o) Any amendment of any Tax Return relating to the Company or any of its Subsidiaries;

          (p) Any settlement or compromise with respect to any Tax controversy, Tax claim, audit or assessment or any right to claim a Tax refund, offset or other reduction in Tax liability of the Company or any of its Subsidiaries relating to a material amount of Taxes;

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          (q) Any closing agreement with respect to any Tax;

          (r) Any consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment;

          (s) Any action or failure to take action if such action or omission would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of the Company or its Subsidiaries;

          (t) Any grant of a Lien with respect to the equity interests of the Company or its Subsidiaries or the Property;

          (u) Any amendment or change to, or adoption of, any agreement, arrangement, plan, statutory requirement or policy, qualified or non-qualified, written or un-written, that involves (i) any pension, retirement, profit sharing, deferred compensation, bonus, stock option, stock purchase, phantom stock, housing, health, welfare, or incentive plan; or (ii) welfare or “fringe” benefits, including without limitation vacation, severance, disability, work related injury, medical, hospitalization, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, regular in-kind gifts or other benefits; or

          (v) Any binding commitment or agreement, by the Company or any of its Subsidiaries to do any of the foregoing items (b) through (u).

     2.18 No Breach of Law or Governing Document; Licenses and Permits.

          (a) Neither the Company nor any of its Subsidiaries are, or since January 1, 2008 have been, in material default under or in material breach or material violation of any applicable statute, law, treaty, convention, ordinance, decree, order, judgment, injunction, rule, directive, technical standard or regulation of any Government (“Law”) or the provisions of any Government permit, franchise, or license, or any provision of their respective organizational documents. Neither the Company nor any of its Subsidiaries has received any notice alleging such default, breach or violation. None of the execution of this Agreement, the Merger, or the Closing does or will constitute or result in any such default, breach or violation by the Company or any of its Subsidiaries.

          (b) Schedule 2.18(a) contains a complete and accurate list of each authorization, license, certificate, registration, consent, approval, variance, and permit (collectively, “Permits”) issued, granted, given, or otherwise made available by or under the authority of any Government body or pursuant to any Law that is held by the Company or any of its Subsidiaries, and by any employee of the Company or any of its Subsidiaries that relates to the business of, or to any of the assets owned or used by, the Company or any of its Subsidiaries (each, a “Governmental Authorization”). Each Governmental Authorization listed or required to be listed in Schedule 2.18(a) is valid and in full force and effect.

          (c) The Governmental Authorizations listed in Schedule 2.18(a) collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiaries to lawfully conduct and operate their businesses in the manner in which they

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currently conduct and operate such businesses and to permit the Company and/or its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets except where the failure to hold such Governmental Authorizations would not adversely affect the operations of the Company or any of its Subsidiaries and cause the Company or any of its Subsidiaries to pay an amount less than $10,000 to remedy such failure. Neither the execution of this Agreement nor the Closing do or will constitute or result in a default under or violation of any such Governmental Authorization.

     2.19 Transactions with Related Persons; Outside Interests.

          (a) To the Company’s knowledge, no Stockholder, director, officer, employee or Affiliate of the Company or any of its Subsidiaries, or any individual related by blood, marriage or adoption to any such individual or any entity in which any such individual or entity owns any beneficial interest (collectively, the “Company Entities”), is a party to any agreement (other than standard employee offer letters or option or restricted stock agreements under Plans), Contract, commitment or other form of transaction or arrangement with the Company or any of its Subsidiaries, written or oral, or has any interest in any of the Property, except as specifically disclosed on Schedule 2.19(a).

          (b) Except as set forth on Schedule 2.19(b), to the knowledge of the Company, no director, officer or Affiliate of the Company, and to the knowledge of the Company, no Stockholder or employee, of the Company or any of its Subsidiaries has any direct or indirect financial interest in any competitor with or supplier, sales representative, distributor or customer of the Company or any of its Subsidiaries; provided, however, that for this purpose ownership of corporate securities having no more than 2% of the outstanding voting power of any competitor, supplier or customer, which securities are listed on any national securities exchange or authorized for quotation on the Nasdaq National Market, shall not be deemed to be such a financial interest, provided that such person has no other connection or relationship with such competitor, supplier or customer.

     2.20 Bank Accounts. Set forth on Schedule 2.20 is a list of the locations and numbers of all bank accounts, investment accounts and safe deposit boxes maintained by the Company and each Subsidiary of the Company, together with the names of all persons who are authorized signatories or have access thereto or control thereunder. All bank reconciliations have been completed since the date of the Audited Financial Statements.

     2.21 Environmental Matters.

          (a) Except as set forth on Schedule 2.21, all Property, assets and property currently or previously owned, leased, operated, or used by the Company and/or any Subsidiary of the Company or in connection with the business of the Company and its Subsidiaries (“Environmental Property”), all current and previous conditions on and uses of the Environmental Property, and all current and previous ownership and operations of the Environmental Property and of the Company and/or any Subsidiary of the Company (including without limitation storage, handling, transportation and disposal of Hazardous Materials (as hereinafter defined) by or for the Company or any Subsidiary of the Company) comply and have at all times complied with, and do not cause and have not caused liability to be incurred by the

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Company and/or any Subsidiary of the Company under any current or past Law relating to the protection of health, safety or the environment, including without limitation: the Clean Air Act, the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act, the Federal Solid Waste Disposal Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substance Control Act, the Registration, Evaluation, Authorization and Restriction of Chemical Substances regulations, the Occupational Safety and Health Act of 1970, and any comparable state, local or foreign law, and the common law, including the law of nuisance and strict liability (collectively, “Environmental Law”). Except as set forth on Schedule 2.21, neither the Company nor any Subsidiary of the Company is in material violation of and has never materially violated any Environmental Law.

          (b) Except as set forth on Schedule 2.21, the Company and its Subsidiaries have properly obtained and are in compliance with all Permits necessary or required for the conduct of the business of the Company and its Subsidiaries, and have properly made all filings with and submissions to any Government or other Person required by any Environmental Law. No deficiencies have been asserted by any such Government or Person with respect to such items.

          (c) Except as set forth on Schedule 2.21, to the knowledge of the Company, there has been no spill, discharge, leak, leaching, emission, migration, injection, disposal, escape, dumping, or release (“Release”) of any kind on, beneath, above, or into the Environmental Property or into the environment surrounding the Environmental Property of any (i) pollutants or contaminants, (ii) hazardous, toxic, infectious or radioactive substances, chemicals, materials or wastes (including without limitation those defined as hazardous under any Environmental Law), (iii) petroleum including crude oil or any derivative or fraction thereof or (iv) asbestos fibers, (v) radioactive materials ((i) through (v), collectively, “Hazardous Materials”). Neither the Company nor any Subsidiary of the Company sells or has sold any product or material containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.

          (d) Except as set forth on Schedule 2.21, to the knowledge of the Company, there are and have been no (i) Hazardous Materials stored, disposed of, generated, manufactured, refined, transported, migrated, produced, or treated at, upon, or from the Environmental Property; (ii) ceramic or asbestos fibers or materials or polychlorinated biphenyls on, in, beneath or migrating from the Environmental Property, or (iii) underground storage tanks located on or beneath the Environmental Property.

          (e) The Company has delivered or made available to Parent prior to the execution and delivery of this Agreement, complete copies of any and all (i) documents received by any of the Company or any of its Subsidiaries from, or submitted by any of the Company or any of its Subsidiaries to, the United States Environmental Protection Agency and/or any foreign, state, county or municipal environmental, natural resource, transportation or health agency concerning the environmental condition of the Environmental Property or the effect of the operations of the Company or any Subsidiary of the Company on the environmental condition of the Environmental Property and (ii) assessments, reviews, audits, reports, or other analyses including, without limitation, material documents regarding any Release of Hazardous Materials, concerning the Environmental Property, in any such case, whether in the possession of any of the Company or any of its Subsidiaries.

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          (f) Except as set forth on Schedule 2.21, there never has been pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries in connection with the Environmental Property, any civil, criminal or administrative action, suit, summons, citation, complaint, claim, notice, demand, request, judgment, order, lien, proceeding, hearing, study, inquiry or investigation (“Environmental Claim”) based on or related to any permits issued, granted, given, or otherwise made available by or under the authority of any Government body or pursuant to any Environmental Law (“Environmental Permits” or an Environmental Law.

          (g) Except as set forth on Schedule 2.21, neither the Company nor any Subsidiary of the Company has any knowledge of and has ever received from any Person any notice of any past, present or anticipated future events, conditions, circumstances, activities, practices, incidents, actions, agreements or plans that could: (i) interfere with, prevent, or increase the costs of compliance or continued compliance with any Environmental Permits or any renewal or transfer thereof or any Environmental Law; (ii) make more stringent any restriction, limitation, requirement or condition under any Environmental Law or any Environmental Permits in connection with the operations on the Environmental Property; or (iii) give rise to any liability, loss or expense, or form the basis of any Environmental Claim based on or relating to the Environmental Property, or the Company or any Subsidiary of the Company, based on or related to any Environmental Permits or an Environmental Law, or to the presence, production, manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, transport, handling, emission, Release or threatened Release of any Hazardous Materials.

          (h) Schedule 2.21 contains a list of all sites where Hazardous Materials may have been sent or Released by the Company or any Subsidiary of the Company since the Company’s or any such Subsidiary’s inception, or are currently being sent for disposal, treatment, recycling or storage, including the address of each such site, and a description and estimate of the amount of the Hazardous Materials disposed of, treated, recycled or stored at each such site. Schedule 2.21 further contains a list of the names and addresses of all persons or entities involved in the transportation and disposal of Hazardous Materials on behalf of the Company or any Subsidiary of the Company or from the Environmental Property since the Company’s or any such Subsidiary’s inception and an estimate of the amount of such Hazardous Materials handled by each such person or entity.

     2.22 Officers, Directors, Employees, Consultants and Agents; Compensation.

          (a) Set forth on Schedule 2.22(a) is a complete list of: (i) all current directors of the Company and each of its Subsidiaries, (ii) all current officers (with office held) of the Company and each of its Subsidiaries, (iii) all current employees (active or other) of the Company and each of its Subsidiaries employed in the United States, (iv) all current employees (active or other) of the Company and each of its Subsidiaries employed outside of the United States (listed separately by country), (v) all current individuals who are consultants, independent contractors, sales representatives, commercial agents or other freelancers (each a “Service Provider”) engaged by the Company and each of its Subsidiaries and (vi) all retirees and terminated employees or Service Providers of the Company and each of its Subsidiaries for which the Company or such Subsidiary has any benefits responsibility or other continuing or

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contingent obligation; together, in each case, with the current rate of compensation (if any) payable to each and any paid vacation time owing to such person as of March 31, 2010, any incentive or bonus payments owing to such persons but not yet paid as of March 31, 2010 and the date of employment, retirement or termination of each such person.

          (b) Except as set forth on Schedule 2.22(b): (i) neither the Company nor any of its Subsidiaries is indebted to any of its officers, directors, employees or Service Providers except for amounts due in the Ordinary Course of Business as normal salaries, wages, fees, employee benefits and bonuses and in reimbursement of ordinary expenses in the Ordinary Course of Business; and (ii) no officer, director, employee, or Service Provider of the Company or any of its Subsidiaries is indebted to the Company or such Subsidiary except for advances for ordinary business expenses in the Ordinary Course of Business.

          (c) All payments to agents, Service Providers and others made by the Company, one of its Subsidiaries or to the Company’s knowledge by any Stockholder in connection with the business of the Company and its Subsidiaries have been in payment of bona fide fees and commissions and not as bribes, kickbacks or as otherwise illegal or improper payments. No such payment has been paid in a manner intended to avoid currency controls or any party’s Tax reporting or Tax payment obligations. The Company and each of its Subsidiaries has properly reflected on its books and records where required by GAAP: (i) all compensation paid to and perquisites provided to or on behalf of its agents, employees and Service Providers; and (ii) all compensation and perquisites that are due and payable or deferred and payable to such persons, but which have not been paid or provided at the Closing Date. Such compensation and perquisites have been properly and accurately disclosed in the respective Financial Statements and other public or private reports, records or filings of the Company or its Subsidiaries, to the extent required by Law.

          (d) Except as set forth on Schedule 2.22(d), all Contracts between the Company or one of its Subsidiaries and their employees and Service Providers are terminable at any time on one month’s notice or less without compensation other than wages or fees earned through the date of termination, pay in lieu of accrued and untaken holiday, earned commission and pension or as required by Law.

          (e) None of the individuals listed on Schedule 2.22(e) has notified any executive officer of the Company that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date.

          (f) Every individual performing services for the Company or one of its Subsidiaries who requires authorization from a Government to provide such services has the necessary immigration documentation or other necessary permission.

          (g) Except as set forth on Schedule 2.22(g), every employee and Service Provider of the Company or one of its Subsidiaries has an effective confidentiality/non-disclosure agreement with the Company or such Subsidiary in the form made available to Parent, and the Company and/or the applicable Subsidiary of the Company has a copy of all such

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agreements in its files. Camiant Software (Nanjing) Co. Ltd. has a written employment agreement with each of its employees.

     2.23 Labor Matters. Set forth on Schedule 2.23 is each collective bargaining, works council, union representation or similar agreement or arrangement to which the Company or one of its Subsidiaries is a party or by which the Company or such Subsidiary is bound. Except as set forth on Schedule 2.23:

          (a) Neither the Company nor any of its Subsidiaries is engaging in or has engaged in any unfair labor practice;

          (b) There is no, and never has been, any labor strike, material dispute, material slowdown, or material stoppage pending or, to the Company’s knowledge, threatened against either the Company or any of its Subsidiaries;

          (c) No labor organization, as defined in the National Labor Relations Act of 1947, as amended (the “NLRA”), currently claims or previously has claimed any right of representation concerning the respective employees of the Company or any of its Subsidiaries;

          (d) No collective bargaining agreement, contract or legally binding commitment to any trade union, employee group or labor organization (as defined in the NLRA) exists or is currently being, negotiated and, to the Company’s knowledge, no organizing effort is currently being, or has previously been, made with respect to the employees of the Company or any of its Subsidiaries;

          (e) Neither the Company nor any of its Subsidiaries nor any of their respective agents has committed any unfair labor practice, as defined in the NLRA. There has never been, and there is not now pending or, to the Company’s knowledge, threatened, any charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board, any state, local or non-U.S. labor or employment agency or any representative thereof; and

          (f) There are no grievance or arbitration proceedings arising out of or under any collective bargaining agreement which is pending or, to the Company’s knowledge, threatened, against the Company or any of its Subsidiaries.

     2.24 U.S. and Non-U.S. Employee Benefit Matters.

          (a) Except as set forth on Schedule 2.24(a), neither the Company nor any of its Subsidiaries has outstanding and neither the Company nor any of its Subsidiaries is a party to or subject to any liability under: (i) any agreement, arrangement, plan, or policy, qualified or non-qualified, that involves (A) any pension, retirement, profit sharing, deferred compensation, bonus, stock option, stock purchase, phantom stock, housing, health, welfare, or incentive plan; or (B) welfare or “fringe” benefits, including without limitation vacation, severance, disability, work related injury, medical, hospitalization, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, regular in-kind gifts or other benefits; or (ii) any employment, consulting, engagement, or retainer agreement or golden parachute arrangement or

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agreement ((A) and (B) together the “Plans” and each item thereunder a “Plan”). True, correct, and complete copies of all documents creating or evidencing any written Plan listed on Schedule 2.24(a) have been made available by the Company. Other than amendments provided to Parent, no amendments have been made to or promised with respect to any Plans. To the extent applicable with respect to each Plan, true, correct, and complete copies of the current (i) summary plan descriptions, including any summaries of material modifications; (ii) written policies and procedures used in plan administration; (iii) trust agreements, annuity contracts and other funding instruments; and (iv) administrative services agreements have been made available by the Company. There are no present negotiations or proposals to change any Plans.

          (b) Each Plan, related trust agreement, annuity contract or other funding instrument, complies in all material respects with, has been established, registered, qualified, invested, administered, operated and maintained materially in compliance with its terms and materially in compliance with, and neither the Company nor any of its Subsidiaries (for itself or in indemnification of any, directors, officers, employees or any Plan fiduciary) has any direct or indirect liability for any action, failure to act or other material non-compliance with any U.S. or Non-U.S. statute, order, governmental rule or regulation or other Law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code, applicable to any Plan. To the extent applicable with respect to each Plan, true, correct and complete copies of the most recent Forms 5500, including without limitation, all schedules thereto, all financial statements with attached opinions of independent accounts and all actuarial reports, have been made available by the Company. Each Plan that is intended to qualify under Section 401(a) or Section 501(a) of the Code has received a favorable determination letter from the Internal Revenue Service or can rely on an opinion or advisory letter issued from the Internal Revenue Service with respect to a prototype or volume submitter plan (a copy of such determination, opinion or advisory letter has been made available to Parent along with any outstanding request for a determination letter) and related trusts have been determined to be exempt from taxation. Except as set forth on Schedule 2.24(b) to the Company’s knowledge, nothing has occurred that would cause, and no Action is pending or threatened, that is reasonably likely to result in the loss of such exemption or qualification.

          (c) Except as set forth on Schedule 2.24(c), none of the rights of the Company nor any of its Subsidiaries under any Plan, trust related agreement, annuity contract or other funding instrument will be impaired by the consummation of the transaction contemplated by this Agreement.

          (d) Neither the Company nor any of its Subsidiaries (i) has made or has any or has had any obligation to make any contributions to any multi-employer plan (as defined in ERISA) or to any pension plan subject to the minimum funding standards of Title IV of ERISA, (ii) has been a member of a controlled group which contributed to or has had an obligation to contribute to any such plans or (iii) has been under common control with an employer which contributed to or has had an obligation to contribute to any such plans.

          (e) Except as set forth on Schedule 2.24(e), neither the Company nor any of its Subsidiaries has any liability with respect to any employee benefit plan, as defined in ERISA Section 3(3) that was terminated within the six year period ending on the Closing Date.

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          (f) Except as set forth on Schedule 2.24(f), no prohibited transaction (as defined in ERISA Section 406 or Code Section 4975) and no violations of ERISA Section 407 for which an applicable statutory or administrative exemption does not exist have occurred.

          (g) Each Plan which is a group health plan (as such term is defined in Code Section 5001(b)) complies and has complied in all material respects with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and any applicable federal, state and local laws and any applicable non-U.S. laws; and to the extent applicable, each such Plan is in compliance with Section 1862(b)(4)(A)(i) of the Social Security Act, and the Company and its Subsidiaries do not have any material outstanding liability for any excise tax imposed by Code Section 5000. True, correct and complete copies of the most recent notification to the employees of the Company and its Subsidiaries or other participants of their COBRA rights and form of letter(s) distributed upon the occurrence of a qualifying event described in Code Section 4980B have been made available by the Company.

          (h) Except as set forth on Schedule 2.24(h), neither the Company nor any of its Subsidiaries has any liability or obligation to provide life, medical or other welfare benefits to any former or retired employee, officer, director, consultant, commercial agent or other freelancer or independent contractor other than as required by COBRA.

          (i) Except as set forth on Schedule 2.24(i), each Plan which is a welfare plan as defined in Section 3(1) of ERISA and is intended to meet the requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Code meets such requirements and there is no disqualified benefit (as such term is defined in Code Section 4976(b)) which would subject the Company, its Subsidiaries or Parent to a tax under Code Section 4976(a).

          (j) Except as set forth on Schedule 2.24(j), full payment has been made of all undisputed amounts due under each of the Plans (with each disputed amount due under a Plan properly and fully disclosed to Parent on Schedule 2.24(m) and to each person employed by, performing services for or formerly employed by or performing services for the Company or a Subsidiary that are required under the terms of the Plans to have been paid prior to the date hereof, and all obligations regarding the Plans required to be satisfied prior to the date hereof have been satisfied.

          (k) Except as set forth on Schedule 2.24(k), all contributions with respect to the Plans for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) will be made prior to the Closing Date by the Company and all members of the controlled group to the extent payment during such time is in accordance with past practice and, if applicable, any recommended contribution in the applicable actuarial report. All contributions to the Plans have been made on a timely basis in accordance with ERISA and the Code.

          (l) Except as set forth on Schedule 2.24(l), all insurance premiums have been paid in full, subject to only normal retrospective adjustments in the ordinary course, to the extent applicable to the Plans for policy years or other applicable policy periods ending on or before the Closing Date and to the extent such premiums are due.

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          (m) There is no pending or, to the Company’s knowledge, threatened legal action, proceeding or investigation, suit, grievance, arbitration or other manner of litigation, or claim against or involving any Plan, other than routine claims for benefits. Except as set forth on Schedule 2.24(m), to the knowledge of the Company or with reasonable due diligence would have known, no facts exist that would give rise to any legal action, proceeding or investigation, suit, grievance, arbitration or other manner of litigation, or claim, other than routine claims for benefits. Neither the Company nor any of its Subsidiaries has any liability by virtue of its being a member of a controlled group with a person who has liability under the Code or ERISA.

          (n) Except as set forth on Schedule 2.24(n), all expenses and liabilities relating to all of the Plans have been, and will on the Closing Date be, fully and properly accrued on the books and records of the Company and its Subsidiaries to the extent required by GAAP and the Financial Statements reflect all of such liabilities in a manner satisfying the requirements of Financial Accounting Standards 87 and 88. The statements of assets and liabilities of the Plans as of the end of the most recent three fiscal years for which information is available, and the statements of changes in fund balances, financial position and net assets available for benefits under such Plan(s) for such fiscal years, copies of which have been furnished to Parent, fairly represent the financial condition of such Plan(s) as of such date and the results of operations thereof for the year ended on such date, all in accordance with GAAP applied on a consistent basis, and the actuarial assumptions used for funding purposes have not been changed since the last written report of actuaries on such Plan(s), which written reports have been furnished to Parent.

          (o) Except as set forth on Schedule 2.24(o), each Plan (including any Plan covering former employees, retirees, directors, consultants or independent contractors of the Company and its Subsidiaries) may be unilaterally amended, varied, modified or terminated in whole or in part by the Company or its Subsidiaries on or at any time after the Closing Date.

          (p) Each Plan providing for equity compensation has been established, administered, operated and maintained in compliance with its terms and in compliance with any U.S. or non-U.S statute, order, governmental rule, regulations or other Law, including but not limited to the Code, applicable to such Plan. All stock options, including non-statutory stock options, have been granted with an exercise price at or above fair market value at the time of grant, as determined in accordance with U.S. Treasury Reg. 1.409A-1(b)(5)(iv)(B).

          (q) Except as set forth on Schedule 2.24(q), each Plan which provides for the deferral of compensation subject to Code Section 409A is, and has been since the applicable compliance deadline date, in compliance with the Treasury Regulations promulgated thereunder. Except as set forth on Schedule 2.24(p), no employee, officer, director, consultant, commercial agent or other freelancer or independent contractor of the Company or any of its Subsidiaries is subject to any tax or penalty under Code Section 409A due to a documentary or operational failure thereunder with respect to such individual’s provision of services to the Company or any Subsidiary.

          (r) The consummation of the transaction contemplated by this Agreement, other than by reason of actions taken by Parent following the Closing, will not (i) entitle any current or former employee, officer, director, consultant, commercial agent or other freelancer or

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independent contractor of the Company or its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to any current or former employee, officer, director, consultant, commercial agent or other freelancer or independent contractor of the Company or its Subsidiaries, or (iii) give rise to the payment of any amount that would not be deductible pursuant to Code Section 280G.

          (s) Any Plan or other benefit arrangement covering any current or former employee, co-employee, officer, director, or Service Provider outside of the United States is and has been in full compliance with any applicable non-U.S. laws, including but not limited to the laws of the People’s Republic of China. The Company, each of its Subsidiaries and any co-employer is and has been in compliance with any applicable non-U.S. law relating to the mandatory provision of benefits for any current and former employee, officer, director, or Service Provider. Set forth on Schedule 2.24(s) is a complete and correct list of any contribution or funding obligations for benefits under any Plan or other benefit arrangement, which benefits are in the aggregate in excess of $50,000, including statutory benefits mandated by applicable non-U.S. law, for any current or former employee, co-employee, officer, director, or Service Provider.

     2.25 Overtime, Back Wages, Vacation and Minimum Wage. No present or former employee of the Company or any of its Subsidiaries has given notice to the Company or such Subsidiary, and to the knowledge of the Company, there is no valid basis for, any claim against the Company or such Subsidiary (whether under Law, any employment agreement or otherwise) on account of or for (a) overtime pay, other than overtime pay for the current payroll period, (b) wages or salary (excluding current bonus, accruals and amounts accruing under “employee benefit plans,” as defined in Section 3(3) of ERISA) for any period other than the current payroll period, (c) vacation, time off or pay in lieu of vacation or time off, other than that earned in respect of the current fiscal year or (d) any material violation of any Law relating to minimum wages or maximum hours of work.

     2.26 Discrimination and Occupational Safety and Health. No Person or party (including, but not limited to, Government agencies of any kind) has, to the knowledge of the Company, any valid claim against the Company or any of its Subsidiaries arising out of any Law relating to discrimination in employment, employment practices (including wrongful termination), family leave, or occupational safety and health standards. Since January 1, 2008, neither the Company nor any of its Subsidiaries has received any written notice from any Government entity alleging a violation of occupational safety or health standards. Except as set forth on Schedule 2.26, there are no pending workers compensation claims involving the Company or any of its Subsidiaries and, since January 1, 2008, there have not been any workers compensation claims against the Company or its Subsidiaries relating to the use or existence of asbestos in any of the products, the manufacturing process or workplace setting of the Company or any of its Subsidiaries.

     2.27 Customers and Suppliers. Schedule 2.27 sets forth a true, complete and correct list of the 10 largest customers of the Company and its Subsidiaries and the 10 largest suppliers of the Company and its Subsidiaries, by volume of sales and purchases, respectively (by dollar volume) for, in the case of customers each of the years ended December 31, 2008 and 2009, and

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in the case of suppliers for the year ended December 31, 2009, provided, that to the extent any customer noted on Schedule 2.27 is a reseller, then the Company shall also include in Schedule 2.27 a detail of the individual end-users related to each such reseller as of the date hereof. Except as disclosed on Schedule 2.27, the Company has not received any written indication from any supplier of the Company or any Subsidiary of the Company (including those listed on Schedule 2.27) to the effect that, any such supplier will stop or materially decrease the rate of supplying materials, products or services to the Company or any Subsidiary of the Company. Except as disclosed on Schedule 2.27, neither the Company nor any of its Subsidiaries has received any written indication from any customer, reseller or end-user of the Company or any of its Subsidiaries (including those customers, resellers and end-users listed on Schedule 2.27) to the effect that such customer, reseller or end-user will stop or decrease the rate of buying materials, services or products from the Company, any of its Subsidiaries or the applicable reseller.

     2.28 Product Liability Claims. Except as described on Schedule 2.28, neither the Company nor any Subsidiary of the Company has received a written claim or allegation of, or been a party or subject to any Action or Order relating to, bodily or personal injury, death, or property or economic damages, any claim for punitive, exemplary or consequential damages, any claim for contribution or indemnification, or any claim for injunctive relief in connection with any product manufactured, sold or distributed by, or in connection with any service provided by, or based on any error or omission or negligent act in the performance of services by, the Company or any of its Subsidiaries or the employees of any of them. Schedule 2.28 accurately and completely describes all such claims, together in each case with the date such claim was made, the amount claimed, the disposition or status of such claim (including settlement or judgment amount), and the amount of attorney’s fees incurred in connection with such claim. The aggregate loss and expense (including out-of-pocket expenses) attributable to all product liability and similar claims now pending or hereafter asserted against the Company and/or any of its Subsidiaries with respect to all products or services manufactured or provided by the Company and/or any of its Subsidiaries on or prior to the Effective Time will not exceed the amount of the aggregate product and professional services liability reserves set forth on the Closing Balance Sheet as current liabilities.

     2.29 Product and Service Warranties. No product or service manufactured, sold, leased, licensed or delivered by the Company or any Subsidiary is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (i) the applicable standard terms and conditions of sale or lease of the Company or the appropriate Subsidiary, which are set forth on Schedule 2.29 and (ii) manufacturers’ warranties for which neither the Company nor any Subsidiary has any liability. Except as set forth on Schedule 2.29, no oral product or service warranties or guarantees have been made by the Company or any Subsidiary of the Company. Schedule 2.29 sets forth the aggregate expenses incurred by the Company and the Subsidiaries in fulfilling their obligations under their guaranty, warranty, right of return and indemnity provisions during each of the fiscal years and the interim period covered by the Financial Statements; and the Company does not know of any reason why such expenses should significantly increase as a percentage of sales in the future. No person affiliated with or on behalf of the Company or any of its Subsidiaries has been required to file any notification or other report with or provide information to any Government or product safety standards group concerning actual or potential defects or hazards with respect to any product manufactured, sold,

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distributed or put in commerce by the Company or any of its Subsidiaries or in connection with their respective businesses, and there exist no grounds for the recall of any such product.

     2.30 Foreign Operations, Export Control. Since January 1, 2005, the Company and each of its Subsidiaries have acted:

          (a) pursuant to valid qualifications to do business in all jurisdictions outside the United States where such qualification is required by local Law and the nature of the Company’s or any of its Subsidiaries activities in such jurisdictions;

          (b) in compliance with all applicable foreign Laws, including without limitation Laws relating to foreign investment, foreign exchange control, immigration, employment and taxation;

          (c) without violation of and in compliance with all relevant anti-boycott laws, regulations and guidelines, including without limitation Section 999 of the Code and the regulations and guidelines issued pursuant thereto and the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements and is not a party to any agreement requiring it to participate in or cooperate with the Arab boycott of Israel, including any agreement to provide boycott-related information or to refuse to do any business with any person or entity for boycott-related reasons;

          (d) without violation of and in compliance with any applicable export or reexport control or sanctions laws, orders or regulations of any and all applicable jurisdictions, including without limitation the United States and any jurisdiction in which the Company or any relevant Subsidiary of the Company is established or from which it exports or reexports any items or in which it provides services, including without limitation the Export Administration Regulations administrated by the U.S. Department of Commerce, sanctions and embargo executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department and the International Traffic in Arms Regulations administered by the U.S. State Department, all as amended from time to time, and without violation of and in compliance with the requirements of any applicable general licenses or license exceptions, and any required individual validated export or reexport licenses or authorizations granted under such laws, regulations or orders, which individual validated licenses or authorizations are described in Schedule 2.30(d);

          (e) without violation and in compliance with the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law; and

          (f) without written notice of violation and in compliance with any and all applicable import laws, orders or regulations of any applicable jurisdiction, as amended from time to time, and without notice of violation of and in compliance with any required import permits, licenses, authorizations and general licenses granted under such laws, regulations or orders, which permits, licenses and authorizations are described in Schedule 2.30(f).

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     2.31 WEEE Directive.

          (a) The Company and each of the Subsidiaries is fully in compliance with its obligations as a ‘Producer’ under the terms of Directive 2002/96/EC on waste electrical and electronic equipment (“WEEE Directive” ), as implemented in each Member State of the European Union in which the Company or any Subsidiary is a Producer for the purposes of the WEEE Directive;

          (b) Since August 2005 all electrical and electronic equipment put on the market by the Company or any Subsidiary in countries of the European Union has been marked fully in accordance with the requirements of the WEEE Directive.

          (c) The aggregate loss and expense (including out-of-pocket expenses) attributable to all liability and claims now pending or hereafter asserted against the Company and the Subsidiaries with respect the WEEE Directive for all products or services manufactured or provided by the Company and the Subsidiaries on or prior to the Effective Time will not exceed the amount of the aggregate WEEE Directive liability reserves set forth on the Closing Balance Sheet.

     2.32 Customs. Except as set forth on Schedule 2.32, since January 1, 2008, each of the Company and its Subsidiaries (a) has acted without violation and in compliance with all customs laws, including without limitation the Tariff Act of 1930, as amended, (b) has not received any notice alleging a violation and (c) has not been and is not currently the subject of a focused assessment or other audit conducted by U.S. Customs and Border Protection. No penalty or liquidated damages claims have been initiated by U.S. Customs and Border Protection (formerly U.S. Customs Service) against the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary of the Company has any liability in connection with its respective customs compliance and buying agency practices.

     2.33 Government Contracts. Schedule 2.33 lists all of the agreements, contracts, plans, leases or commitments that the Company or any of its Subsidiaries has entered into with a Government (the “Government Contracts”). Neither the Company nor any of its Subsidiaries has received a cure notice in connection with any Government Contract. None of the Government Contracts have been terminated for default. Neither the Company nor any of its Subsidiaries has been suspended or debarred from contracting by a Government. Neither the Company nor any of its Subsidiaries has received a document subpoena or to the knowledge of the Company, been the subject of an investigation or enforcement action in connection with a contract involving a Government. Each of the Company and its Subsidiaries are in compliance with the requirements of Executive Order 11246, as amended, and related equal opportunity and affirmative action clauses of its contracts with the U.S. Governmental authorities.

     2.34 Brokers, Finders. Except for R.S. Cheheyl, no finder, broker, agent, or other intermediary, acting on behalf of the Stockholders, the Company or any of its Subsidiaries, is entitled to a broker’s finder’s financial advisor’s or other similar fee in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.

     2.35 Takeover Statutes. The Company is not subject to any “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or

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regulation enacted under state or federal Laws in the United States (each a “Takeover Statute”) applicable to Parent or the Merger.

     2.36 Information Statement. The Company will prepare an Information Statement for its Stockholders. Such Information Statement in the form delivered to the Stockholders, together with any and all amendments or supplements thereto, is herein referred to as the “Information Statement”. None of the information relating to the Company or any of its Subsidiaries in the Information Statement will contain an untrue statement of material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY

          Parent and Acquisition Subsidiary hereby makes the following representations and warranties to the Company, each of which is true and correct on the date hereof and on the Closing Date and each of which shall survive Closing as provided in Section 7.1.

     3.1 Authorization; No Conflict. Parent is a corporation, duly organized, validly existing and in good standing under the laws of the State of California. Acquisition Subsidiary is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Acquisition Subsidiary has all requisite power and authority to execute and deliver each of this Agreement and the Escrow Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement and the Escrow Agreement by Parent and Acquisition Subsidiary have been duly authorized by all requisite corporate action on the part of Parent and Acquisition Subsidiary. This Agreement and the Escrow Agreement constitute valid and binding obligations of Parent and Acquisition Subsidiary, enforceable against each such party in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally.

     3.2 Capitalization. The entire authorized capital stock of Acquisition Subsidiary consists solely of 1,000 shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding. Parent owns all issued and outstanding capital stock of Acquisition Subsidiary, free and clear of any and all Liens.

     3.3 Consents. Except as set forth on Schedule 3.3, no waiver, expiration of any waiting period or consent of any third person or Government is required for the execution by Parent and Acquisition Subsidiary of this Agreement, or the consummation by Parent and Acquisition Subsidiary of the transactions contemplated hereby.

     3.4 Brokers, Finders. Except for Mesirow Financial, no finder, broker, agent, or other intermediary, acting on behalf of Parent or Acquisition Subsidiary, is entitled to a commission, fee, or other compensation or obligation in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.

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     3.5 Financing. Parent has, or will have prior to the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the aggregate Initial Cash Merger Consideration, the Escrow Amount and the Holdback Amount.

     3.6 Litigation. There is no Action or Order pending or, to the knowledge of Parent, threatened against Parent or Acquisition Subsidiary challenging, enjoining or preventing this Agreement or the consummation of the transactions contemplated hereby.

     3.7 Information Statement. None of the information relating to the Parent or the Acquisition Subsidiary in the Information Statement will contain an untrue statement of material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

ARTICLE 4
COVENANTS OF THE COMPANY

     4.1 Conduct of Business of the Company. Except as set forth in Schedule 4.1 or as otherwise expressly permitted by this Agreement or as Parent may otherwise consent to or approve in writing on and after the date hereof and prior to the Closing Date, during the period from the date of this Agreement to the Effective Time, the Company and its Subsidiaries shall operate in the Ordinary Course of Business and in compliance with all applicable Laws and regulations and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, to keep available the services of its current officers and other employees and to preserve its relationships with those persons having business dealings with it, including vendors and customers, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Furthermore, the Company covenants, represents and warrants that from and after the date hereof, unless Parent shall otherwise expressly consent in writing, the Company and each of its Subsidiaries shall use its commercially reasonable efforts to: (i) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it; and (ii) pay all accounts payable and other obligations, when they become due and payable, in the Ordinary Course of Business consistent with the provisions of this Agreement, except if the same are contested in good faith, and, in the case of the failure to pay any material accounts payable or other obligations which are contested in good faith, only after consultation with Parent. Without limiting the generality of the foregoing (but subject to the above exceptions), during the period from the date of this Agreement to the Effective Time, neither the Company nor any of its Subsidiaries shall:

          (a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its Shares or any other equity interests, (ii) split, combine or reclassify any of its Shares or any other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its Shares or any other equity interests, except for issuances of capital stock upon the exercise of options outstanding as of the date hereof in accordance with their present terms, (iii) purchase, redeem or otherwise acquire any Shares or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities or (iv) make any other actual, constructive or deemed distribution in respect of any Shares or other equity interests or otherwise make any payments to Stockholders in their capacity as such;

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          (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any Shares, any other voting securities or other equity interests or any securities convertible into, or any rights, warrants or options to acquire, any such Shares, voting securities or other equity interests or convertible securities;

          (c) amend its certificate of incorporation or bylaws or organizational documents except for the amendment to the Company’s Certificate of Incorporation as set forth on Exhibit 4.1;

          (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any Person;

          (e) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of the Property (including securitizations), other than in the Ordinary Course of Business;

          (f) incur any Indebtedness for borrowed money or issue any debt securities, make any loans, advances or capital contributions to, or investments in, any Person;

          (g) assume, guarantee, or endorse the obligations of any other Person, indemnify any other person, issue any support guarantees or otherwise become responsible for the obligations of any Person;

          (h) subject to Section 4.9, take, or agree to commit to take, any action that would or is reasonably likely to result in any of the conditions to the Merger not being satisfied, or that would impair the ability of any of the Parties to consummate the Merger in accordance with the terms hereof or delay such consummation;

          (i) make any capital expenditure or expenditures that exceed $50,000 in the aggregate;

          (j) (1) make any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement; (2) adopt any material accounting method that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods; (3) file any material amended Tax Returns or claims for Tax refunds; (4) enter into any closing agreement related to any material Tax; (5) surrender any material tax claim, audit or assessment; (6) surrender any right to claim a material Tax refund, offset or other reduction in Tax liability surrendered; (7) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment; (8) settle or resolve any material Tax controversy; or (9) take or omit to take any other action, if any such action or omission would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of the Company or any of its Subsidiaries.

          (k) except as required under an existing Plan, (i) grant or commit to grant any employee, Stockholder, officer, director or agent any material increase in wages, bonus, severance, profit sharing, retirement, insurance or other compensation or benefits (other than an increase in wages in the Ordinary Course of Business for any individual other than a director or

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officer of the Company), (ii) adopt, amend or terminate, or commit to adopt, amend or terminate, any Plan, except to the extent necessary to comply with applicable Law, (iii) establish or commit to establishing any new compensation or benefit plan or arrangement, or (iv) enter into any employment, consulting, retention, termination, severance or collective bargaining agreement;

          (l) take, or agree to commit to take, any action that would or is reasonably likely to result in the acceleration of any Company Options other than as contemplated by this Agreement or resulting from the consummation of the transactions contemplated by this Agreement;

          (m) revalue any of its assets, including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable other than in the Ordinary Course of Business or as required by GAAP;

          (n) (i) enter into any contract or agreement, other than in the Ordinary Course of Business, or amend in any material respect any of the Contracts other than in the Ordinary Course of Business; (ii) enter into any contract, agreement, commitment or arrangement providing for, or amend any contract, agreement, commitment or arrangement to provide for, the taking of any action that would be prohibited hereunder; or (iii) enter into any new material contract or agreement with pricing terms which are below the Company’s historic levels;

          (o) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the Ordinary Course of Business of liabilities reflected or reserved against in the Balance Sheet or incurred in the Ordinary Course of Business since the date of the Balance Sheet;

          (p) settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby;

          (q) enter into any agreement or arrangement that would limit or restrict the Surviving Company and its Affiliates (including Parent) or any successor thereto, from engaging or competing in any line of business or in any geographic area;

          (r) except as contemplated by Section 6.1(e) enter into, terminate or amend in any material respect any Contract listed on Schedule 2.12(a) or Schedule 2.14(c);

          (s) sell, transfer or grant any license with respect to Intellectual Property of the Company other than non-exclusive licenses granted in the Ordinary Course of Business, or fail to make any filing, pay any fee or take any other action necessary to maintain the existence, validity and ownership by the Company of any material Intellectual Property owned by the Company;

          (t) fail to pay any fee, make any filing or take any action necessary to maintain the ownership or right to use any Intellectual Property that is material to the business of the Company or its Subsidiaries;

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          (u) fail to maintain, abandon, or lose the right to use or otherwise exploit any Intellectual Property material to the business of the Company or its Subsidiaries; or

          (v) authorize, or commit or agree to take, any of the foregoing actions.

     4.2 Notification of Certain Matters. From the date hereof until the Closing Date, the Company shall promptly notify Parent of:

          (a) Any Company Material Adverse Effect or any other fact or circumstance which otherwise results in any representation or warranty of the Company hereunder being inaccurate in any respect as of the date of such fact, condition, change or event had such representation or warranty been made as of such date. For purposes of this Agreement, “Company Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or that does or would reasonably be expected to have a material adverse effect on, the business, financial condition, assets, liabilities, earnings, properties or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, a Company Material Adverse Effect: (i) changes in law, rules or regulations or generally accepted accounting principles or the interpretation thereof; (ii) any action taken pursuant to or in accordance with this Agreement or at the request of the Parent; (iii) any loss of prospective customers resulting from the announcement of the Merger; and (iv) changes that are the result of economic factors affecting the national or world economy, or the specific industry in which the Company competes.

          (b) Any fact, condition, change or event that causes or constitutes a material breach of any of the representations or warranties of the Company hereunder made as of the date hereof;

          (c) Any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;

          (d) Any notice or other written communication from or to any Government in connection with the transactions contemplated hereby;

          (e) Any action, suit, claim, investigation or proceeding commenced threatened in writing against, relating to or involving or otherwise affecting the Company or its Subsidiaries that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement; and

          (f) (i) The damage or destruction by fire or other casualty of any material asset or part thereof or (ii) any asset or part thereof becoming the subject of any proceeding or threatened proceeding for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action.

          The Company hereby acknowledges that Parent does not and shall not waive any right it may have hereunder as a result of such notifications and any notification given pursuant to this Section 4.2 (including any supplement to the Schedules to this Agreement) shall (i) not

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have any effect for purposes of determining satisfaction of the conditions set forth in Section 6.3 of this Agreement, and (ii) not in any way limit the Parent’s exercise of its rights hereunder.

     4.3 Supplements to Schedules. In addition to and not in lieu of Section 4.2, from time to time up to the Closing Date, and in any event no later than 9:00 a.m. Central Time one (1) Business Day prior to the Closing Date, the Company shall promptly supplement or amend any of the information contained in the Disclosure Schedule to provide any changes to the representations and warranties of the Company in Article 2 hereof which would render any representation or warranty inaccurate or incomplete at any time after the date of this Agreement until the Closing Date (the “Update Schedule” ), which Update Schedule shall be dated as of the Closing Date (and for avoidance of doubt may be updated by the Company in writing to reflect any additional changes which occur between the date of initial delivery of the Update Schedule through the Closing Date, subject to Parent having a reasonable period of time thereafter in which to review such changes not be less than one (1) Business Day). No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or negate any indemnity hereunder; provided that if such supplemental information relates to an event or circumstance occurring subsequent to the date hereof (other than events or circumstances which arise from violation of Section 4.1) and if Parent would have the right to not consummate the transactions contemplated by this Agreement as a result of the failure of the condition contained in Section 6.3(c) on the basis of the information so disclosed and it does not exercise such right prior to the Closing, then such supplemental information shall constitute an amendment of the representation, warranty or statement to which it relates for purposes of Article 7 of this Agreement. For avoidance of doubt, any additions or changes appearing on the Update Schedule which are identified by the Company as a Company Material Adverse Effect shall be identified as such in the certificate to be delivered to Parent pursuant to Section 6.3(c) and any changes or effects which are not so identified by the Company as a Company Material Adverse Effect in the Company’s certificate delivered pursuant to Section 6.3(c) shall not be subject to the foregoing limitation and shall be subject to the indemnification provisions of Article 7.

     4.4 Access to Information. To the extent permitted by applicable Law and subject to the Confidentiality Agreement dated January 19, 2010 (the “Confidentiality Agreement”), the Company shall afford to Parent and to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent, reasonable access during normal business hours during the period prior to the Effective Time to the Company’s and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to Parent all other information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request, provided that no investigation pursuant to this Section 4.4 shall affect or modify any representation or warranty or any liability with respect thereto. Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement.

     4.5 Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement (including Section 4.8(b)), the Company agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done,

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and to assist and cooperate with Parent and Acquisition Subsidiary in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby. In consummating the Merger and the other transactions contemplated hereby, the Company shall comply with all applicable Laws.

     4.6 Stockholder Materials. The Company shall send to Parent a copy of the Information Statement, all material reports and materials as and when it sends the same to its Stockholders.

     4.7 Requisite Stockholder Approval.

          (a) The Company shall within ten (10) Business Days from the date of this Agreement mail to the Stockholders (a) any information required by the DGCL (i) in connection with the Requisite Stockholder Approval and (ii) with respect to any appraisal rights available under the DGCL and (b) the Information Statement.

          (b) The Company will use its best efforts to obtain, within one Business Day after the date hereof, the Requisite Stockholder Approval by written consent for the purpose of adopting this Agreement in accordance with the DGCL, the Company’s certificate of incorporation and bylaws and any agreement or instrument by which the Company is bound and for such other purposes as may be necessary or desirable in connection with effectuating the transactions contemplated hereby. The Board of Directors of the Company has adopted a resolution recommending the adoption of this Agreement by the Company’s Stockholders (the “Company Recommendation”) and, except as provided in Section 4.9, the Board of Directors of the Company (i) will continue to recommend to the Stockholders that they adopt this Agreement and approve the transactions contemplated hereby and (ii) will use its reasonable best efforts to obtain any necessary adoption and approval by the Company’s Stockholders of this Agreement and the transactions contemplated hereby.

     4.8 Takeover Statutes. If any Takeover Statute is or may become applicable to the Merger or any the other transactions contemplated hereby, the Company and the Board of Directors will grant such approvals, and will take such other actions as are necessary so that the Merger or any the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby or thereby and will otherwise act to eliminate or minimize the effects of any Takeover Statute on the Merger or any of the other transactions contemplated hereby.

     4.9 No Solicitation.

          (a) None of the Company, its directors, officers, employees, Affiliates, representatives or agents (collectively, “Agents”) shall, directly or indirectly: (i) solicit, encourage, initiate, accept, support, approve or participate in any negotiations or discussions with respect to any Acquisition Proposal; (ii) disclose any information not customarily disclosed consistent with the Company’s past practices to any Third Party concerning the Company and which the Company believes or should reasonably know could be used for the purposes of formulating any offer, indication of interest or proposal for an Acquisition Proposal; (iii) assist,

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cooperate with, facilitate or encourage any Third Party to make any offer, indication of interest or proposal for an Acquisition Proposal; (iv) execute or agree to execute or enter into a contract, arrangement, or understanding regarding any Acquisition Proposal; (v) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Company Recommendation, recommend, adopt or approve or publicly propose to recommend, adopt or approve an Acquisition Proposal, or take any action or make any statement inconsistent with the Company Recommendation (any of the foregoing in this clause (v), an “Adverse Recommendation Change”), (vi) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (vii) authorize or permit any of the Company’s Agents to take any such action or other actions as would adversely affect Parent’s ability to consummate the Merger. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Agent of the Company or any of its Subsidiaries shall be a breach of this Section by the Company. The Company shall, and shall cause its Subsidiaries and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the date of this Agreement with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of confidential information about the Company or its Subsidiaries that was furnished by or on behalf of the Company to return or destroy all such information. During the term of this Agreement, the Company shall not take any actions to make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Acquisition Proposal.

          (b) Notwithstanding the foregoing, at any time prior to the Requisite Stockholder Approval, the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, subject to compliance with Section 4.9(c), (i) engage in negotiations or discussions with any Third Party that, subject to the Company’s compliance with Section 4.9(c), has made after the date of this Agreement a Superior Proposal or an unsolicited bona fide Acquisition Proposal that the Board of Directors of the Company reasonably believes (after considering the advice of outside legal counsel) will lead to a Superior Proposal, (ii) thereafter furnish to such Third Party nonpublic information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which shall be provided, promptly after its execution, for informational purposes only to Parent); provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (iii) following receipt of a Superior Proposal after the date of this Agreement, make an Adverse Recommendation Change, but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that the failure to take such action is inconsistent with its fiduciary duties under Applicable Law.

          (c) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iii) of Section 4.9(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action of the status and terms of any

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discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Agents) of any Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that may be considering making, or has made, an Acquisition Proposal, which notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions of, any such Acquisition Proposal, indication or request (including any changes thereto). The Company shall keep Parent fully informed, on a current basis, of the status and details of any such Acquisition Proposal, indication or request (including any changes thereto) and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Acquisition Proposal.

     “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any Third Party, indication of interest in, (A) any acquisition or purchase, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or over 15% of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 15% of the consolidated assets of the Company, (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party’s beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 15% of the consolidated assets of the Company, (C) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 15% of the consolidated assets of the Company or (D) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which could reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated hereby.

     “Superior Proposal” means any bona fide, unsolicited written Acquisition Proposal for at least a majority of the outstanding Shares on terms that the Board of Directors of the Company determines in good faith by a majority vote, after considering the advice of outside legal counsel and taking into account all the terms and conditions of the Acquisition Proposal would result in a transaction (i) that if consummated, is materially more favorable to Stockholders from a financial point of view than the Merger or, if applicable, any proposal by Parent to amend the terms of this Agreement taking into account all the terms and conditions of such proposal and this Agreement (including the expected timing and likelihood of consummation, taking into account any governmental and other approval requirements), (ii) that is reasonably capable of being completed on the terms proposed, taking into account the identity of the person making the proposal, any approval requirements and all other financial, legal and other aspects of such proposal and (iii) for which financing, if a cash transaction (whether in whole or in part), is then fully committed or reasonably determined to be available by the Board of Directors of the Company.

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     “Third Party” means any Person, including as defined in Section 13(d) of the Exchange Act, other than Parent or any of its Affiliates, and the directors, officers, employees, agents and advisors of such Person, in each case, acting in such capacity.

     4.10 Stockholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any Action brought by any Stockholder against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such Action shall be agreed to without Parent’s prior written consent.

     4.11 Spreadsheet. The Company shall prepare and deliver to Parent and the Exchange Agent, at or prior to the Closing, a spreadsheet or spreadsheets in form reasonably acceptable to Parent and the Exchange Agent, which spreadsheet shall be dated as of the Closing Date and shall set forth, as of the Closing Date, all factual information relating to holders of all Shares reasonably requested by Parent and the Exchange Agent, including (a) the names of all Stockholders of the Company and their respective addresses, (b) the number and kind of Shares held by such Persons and, if applicable, the respective certificate numbers, (c) the number of shares of common stock of the Parent and/or cash issuable to each holder of Shares, and (d) the interest of each Stockholder in the Escrow Account (the “Spreadsheet”).

     4.12 Comerica. The Company and its Subsidiaries shall pay in full at Closing all Indebtedness of the Company and/or its Subsidiaries owed to Comerica Bank.

ARTICLE 5
COVENANTS OF PARENT

     5.1 Notification of Certain Matters. Parent shall give prompt notice to the Company if any of the following occur after the date of this Agreement: (i) receipt of any notice or other communication from any third party alleging that the consent, approval, waiver or authorization of, notice to or declaration or filing with, such third party is or may be required in connection with the transactions contemplated by this Agreement; (ii) receipt of any material notice or other communication from any Government in connection with the transactions contemplated by this Agreement; (iii) the commencement or threat of any Action involving or affecting Parent, or any of its property or assets which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which relates to the consummation of the Merger or any material development in connection with any Action disclosed by Parent in or pursuant to this Agreement; or (iv) the occurrence of any Event that would cause a breach by Parent of any provision of this Agreement, including such a breach that would occur if such Event had taken place on or prior to the date of this Agreement.

     5.2 Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, Parent agrees to use 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 Company in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or

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otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Company of any of their assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Company.

ARTICLE 6
CONDITIONS PRECEDENT AND
ADDITIONAL COVENANTS

     6.1 Conditions to Each Party’s Obligations. The respective obligations of each party to proceed with the Closing shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following conditions:

          (a) No Injunction or Action. No order, statute, rule, regulation, executive order, stay, decree, investigation, judgment or injunction shall have been enacted, entered, promulgated or enforced by any court or other Government, which prohibits or prevents the consummation of the Merger and which has not been vacated, dismissed or withdrawn by the Effective Time. The Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the Effective Time.

          (b) Requisite Stockholder Approval. The Company shall have received the Requisite Stockholder Approval at or prior to the Effective Time.

          (c) Governmental Approvals. All consents as set forth on Schedule 6.1(c) of any Government required for the consummation of the Merger and the transactions contemplated by this Agreement shall have been obtained.

          (d) HSR Act. Any waiting period applicable to the Merger under the HSR Act shall have expired or earlier termination thereof shall have been granted and no action shall have been instituted by either the United States Department of Justice or the Federal Trade Commission, nor or any action by a state attorney general or private party to prevent the consummation of the transactions contemplated by this Agreement or to modify or amend such transactions in any material manner, or if any such action shall have been instituted, it shall have been withdrawn or a final judgment shall have been entered against such Department, Commission, Attorney General or private party, as the case may be. “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

     6.2 Conditions to Obligations of the Company. The obligation of the Company to proceed with the Closing shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any one or more of which may be waived by the Company:

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          (a) Performance of Obligations; Representations and Warranties. (i) Parent and Acquisition Subsidiary shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Closing; (ii) each of the representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case except as contemplated or permitted by this Agreement, and (iii) the Company shall have received a certificate, dated the Closing Date, from Parent, signed on behalf of Parent, by a duly authorized officer of Parent, to such effect.

          (b) Deliveries. Parent shall have made and tendered, or caused to be made and tendered, delivery of all of the items required by Section 1.10 and such other customary documents, instruments or certificates as shall be reasonably requested by the Company and as shall be consistent with the terms of this Agreement.

          (c) No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any Government, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any Government challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger.

     6.3 Conditions to Obligations of Parent and Acquisition Subsidiary. The obligations of Parent and Acquisition Subsidiary to proceed with the Closing shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any one or more of which may be waived by Parent:

          (a) Performance of Obligations; Representations and Warranties (i) The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Closing; (ii) each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received certificates, dated the Closing Date, from the Company, signed by a duly authorized officer of the Company, to such effect.

          (b) Performance of Obligations; Representations and Warranties Contained in the Side Agreements. (i) Each of the representations and warranties of each Major Stockholder contained in the Side Agreements shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case except as contemplated or permitted by the Side Agreements; and (ii) Parent shall have received a certificate, dated the Closing Date, from each of the Major Stockholders, to such effect.

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          (c) No Material Adverse Effect. Since the date of this Agreement, there shall have been no Company Material Adverse Effect, and Parent shall have received a certificate dated the Closing Date, signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company that there has been no Company Material Adverse Effect.

          (d) Consents. All consents and approvals including those set forth on Schedule 2.4(b) shall have been obtained or waived and such consent or waiver shall be in full force and effect.

          (e) No Pending Action. There shall not be instituted, pending or threatened any action, investigation or proceeding by any Government, and there shall not be instituted, pending or threatened any action or proceeding by any other person, domestic or foreign, before any Government, (A) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Parent or Acquisition Subsidiary or their Affiliates of all or any portion of the business or assets of the Company and its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, or to compel Parent or Acquisition Subsidiary or any of their Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or Acquisition Subsidiary or any of their Affiliates, (C) seeking to impose or confirm material limitations on the ability of Parent or Acquisition Subsidiary or any of their Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the Shares of the Company acquired or owned by Parent or Acquisition Subsidiary or any of their Affiliates on all matters properly presented to the holders of such equity interests, (D) seeking to require divestiture by Parent or Acquisition Subsidiary or any of their Affiliates of the equity interests of the Company or any assets of the Company or any of its Subsidiaries, or (E) that would have a Company Material Adverse Effect.

          (f) Appraisal Rights. The Company shall not have received notice of demand for appraisal of Shares from holders of more than 5% of the Shares.

          (g) Side Agreements. The Side Agreements shall remain in full force and effect on and as of the Closing Date.

          (h) Employment Agreements. The Employment Agreements with the individuals listed on Schedule 6.3(h) shall remain in full force and effect on and as of the Closing Date.

          (i) Key Personnel. No more than five (5) employees of the Company shall have terminated their employment with the Company; provided however in no event shall any of the employees listed in Schedule 6.3(i) have terminated their employment with the Company.

          (j) Deliveries. The Representative shall have made and tendered, or caused to be made and tendered, delivery of all of the items required by Section 1.9 and such other

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customary documents, instruments or certificates as shall be reasonably requested by Parent and as shall be consistent with the terms of this Agreement, all of which shall be in full force and effect.

     6.4 Certain Filings. The Company and Parent shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Government is required or advisable, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

     6.5 Public Announcements; Confidentiality. Prior to the Effective Time, Parent and the Company shall consult with each other before issuing any press release, making any statement or communication to any Third Party (other than their respective Agents, including legal counsel, tax advisors and accountants) or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated hereby, including, if applicable, its termination and the reasons therefor, and, except as may be required by applicable Law or any listing agreement with or rule of any national securities exchange or association, no Party shall issue any such press release, make any such statement or communication or schedule any such press conference or conference call without the consent of the other Party.

     6.6 Indemnification of Directors and Officers.

          (a) The Certificate of Incorporation and By-laws of the Surviving Company shall contain for a period of six (6) years from the Effective Time, and Parent shall cause the Certificate of Incorporation and By-laws of the Surviving Company to so contain for a period of six (6) years from the Effective Time, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and By-laws of the Company.

          (b) Prior to the Closing, the Company shall have purchased a fully paid-up six-year tail policy for its officers’ and directors’ liability insurance and on terms consistent with those in effect for the Company on May 5, 2010, and following the Effective Time, Parent shall cause the Surviving Company to maintain such policy in full force and effect throughout the term of such policy (with no obligation to extend the policy beyond its six-year term), and to continue to honor its obligations thereunder.

          (c) The provisions of this Section 6.6 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company or any of its Subsidiaries (the “Company Indemnified Parties”) by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Company Indemnified Parties, their heirs and their representatives.

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     6.7 Continuing Employees. Upon and after the Closing Date, each Continuing Employee shall receive through December 31, 2010 no less than the same base salary and same bonus percentage opportunities as are in effect as of the date hereof for such employees, as well as the ability to participate in a qualified retirement plan under 401(k) of the Code. The Parent shall give Continuing Employees full credit for prior service with the Company or its Subsidiaries for purposes of determining the rate of vacation accrual under Parent’s or one of its Subsidiaries’ vacation program. Each employee of Company or one of its Subsidiaries who remains an employee of Parent or one of its Subsidiaries after the Closing Date shall be referred to hereafter as a “Continuing Employee”).

     6.8 Further Assurances. From and after the Closing, the Parties shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated hereby.

     6.9 Taxes.

          (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred by the Company directly or indirectly in connection with consummation of the transactions contemplated by this Agreement shall be paid by the Stockholders when due, regardless of whether such Taxes are technically owed by the Company, Surviving Company, Parent, or any of the Subsidiaries of the Company and the Representative (on behalf of the Stockholders) will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required by applicable Law, Parent will join in the execution of any such Tax Returns and other documentation.

          (b) The Company shall prepare or cause to be prepared, and file or cause to be filed, at the Company’s cost and expense, all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or before the Closing Date. Parent shall prepare or cause to be prepared, and file or cause to be filed, at Parent’s cost and expense, all other Tax Returns of the Company and each Subsidiary of the Company. All Tax Returns for Tax years or periods ending on or before the Closing Date (a “Pre-Closing Tax Period”) and for Tax years or periods beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be prepared in a manner consistent with the prior practices of the Company and its Subsidiaries, which shall be in accordance with applicable Law. Parent shall provide the Representative with a copy of all Income Tax Returns and other Tax Returns on which such other Tax Return shows a Tax liability in excess of $50,000 related to any Pre-Closing Tax Period and Straddle Period no later than 60 days prior to the due date of each such Tax Return. The Representative shall be entitled to review all such Tax Returns prior to filing and may request revisions to a Tax Return, so long as any requested revisions are provided to Parent no later than twenty (20) days after the date on which the Representative received a copy of such Tax Return from Parent. Parent and the Representative shall attempt to resolve, in good faith, any disagreements as to the treatment of any item on any such Tax Return for a Pre-Closing Tax Period or Straddle Period; provided that Parent shall incorporate Representative’s comments to such Tax Return which the Representative believes in its reasonable discretion will not result in any penalty under Section 6662 of the Code or any other comparable provision of state or local Law.

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          (c) For the purposes of Section 6.9(e) and Section 7.2(a)(iv), Taxes for a Straddle Period shall be allocated to the period before the Closing Date and the period after the Closing Date as follows: in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the Tax period ending on the Closing Date shall (i) in the case of any Taxes other than any Tax imposed upon or measured by net income or gross income (excluding any Tax based solely on gross receipts) including any interest, penalty, or additions thereto, whether disputed or not (“Income Taxes”), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date, and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Income Tax, be deemed to be equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date.

          (d) The Representative and Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practical, such information (including reasonable access to books and records, Tax Returns and Tax filings) and assistance as is reasonably necessary for the filing of any Tax Return, the conduct of any Tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any Tax matter. The Representative and Parent shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 6.9. Any Tax audit or other Tax proceeding shall be deemed to be a Third Person Claim subject to the procedures set forth in Section 7.5 of this Agreement.

          (e) To the extent not reflected in the Final Closing Net Working Capital, any Tax refunds received by Parent that relate to any Pre-Closing Tax Period or any Straddle Period in the proportion allocated to the Stockholders under Section 6.9(c) shall be for the account of the Stockholders and Parent shall pay over to the Representative any such refund within 10 Business Days after receipt.

          (f) Except where an amendment is required by a Tax authority, Parent shall not, and shall not permit its Affiliates to, file any amended Tax Return for the Company or its Subsidiaries for any Pre-Closing Tax Period or any Straddle Period without the written consent of the Representative, which consent shall not be unreasonably withheld, delayed or conditioned.

          (g) Pursuant to Treasury regulation Sections 1.897-2(h) and 1.1445-2(c)(3)(i), at the Closing the Company shall furnish to Parent a certification that the Common Stock, Series A Preferred Stock, Series B Preferred Stock and the Series C Preferred Stock are not U.S. real property interests, as such term is defined in Section 897(c) of the Code and Treasury regulation Section 1.897-1(c)(1)(ii). The Company shall mail a copy of the certification to the IRS within 30 days of providing it to Parent but in no event later than the Closing Date; provided that if the Company does not timely provide such certification to the Parent and the IRS, the Parent may withhold from the Merger Consideration the minimum amount of Tax required under Section 1445 of the Code and such amount shall be treated as a payment of the Merger Consideration to the Stockholders.

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ARTICLE 7
INDEMNIFICATION

          7.1 Survival of Representations and Warranties and Covenants. The representations and warranties of the Parties made herein shall survive the Closing and continue in effect until the fifteen month anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 2.1 (Organization; Power; Authority), 2.2 (Subsidiaries), 2.3 (Capitalization and Related Matters), 3.1 (Authorization; No Conflicts), and 3.2 (Capitalization of Acquisition Subsidiary) shall survive in perpetuity. The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, shall continue in effect until the fifteen month anniversary of the Closing Date. Any claims under this Agreement with respect to a breach of a representation and warranty or covenant must be asserted by written notice within the applicable survival period contemplated by this Section 7.1, and if such a notice is given, the survival period for such representation and warranty shall continue until the claim is resolved in accordance with Section 7.4. The representations and warranties set forth in Sections 2.1 (Organization; Power; Authority), 2.2 (Subsidiaries) and 2.3 (Capitalization and Related Matters) shall be referred to herein as the “Fundamental Reps.”

          7.2 Indemnification of Parent.

          (a) Pursuant to this Agreement and the Escrow Agreement and subject to the limitations contained in this Article 7, Parent and its Affiliates (including, from and after the Closing, the Surviving Company and the Company) and the stockholders, directors, officers, partners, employees, successors, assigns, of each of them in their capacities as such (the “Parent Indemnified Persons”), shall be indemnified and held harmless from and against, any and all claims, losses, judgments, orders, damages, liabilities, expenses or costs (“Losses”), plus reasonable attorneys’ fees and expenses incurred or accrued in connection with Losses and/or enforcement of this Agreement (“Indemnified Losses”) incurred or to be incurred by any of them resulting from or arising out of:

          (i) any breach of any representation or warranty, except for any representation or warranty set forth in Section 2.8, made by the Company in this Agreement;

          (ii) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance by the Company of, any covenant or agreement contained in this Agreement, except for any covenant or agreement set forth in Section 6.9;

          (iii) Indebtedness of the Company or its Subsidiaries immediately prior to the Closing, but only to the extent not reflected on the Closing Statement of Indebtedness or not taken into account in determining the Merger Consideration;

          (iv) the Company’s and its Subsidiaries’ Taxes or their liability, if any (for example, by reason of transferee liability or application of Treasury regulation 1.1502 6) for Taxes of others, including, but not limited to, Stockholders or any Affiliate of Stockholders, or Indemnified Losses payable with respect to Taxes claimed or

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assessed against the Company or any Subsidiary of the Company (A) for any Tax period (or portion thereof) ending on or before the Closing Date or as a result of the transactions contemplated hereby, (B) for any Tax period resulting from a breach of any of the representations or warranties or the covenants contained in Sections 2.8 and 6.9 hereof, or (C) for a Tax period of the Company or any Subsidiary of the Company ending after the Closing Date arising out of the settlement or other resolution of a proposed Tax adjustment that relates to a Tax period ending on or before the Closing Date, to the extent such Indemnified Losses in the aggregate exceed the accruals and reserves for Taxes in the Final Closing Net Working Capital; provided, however, neither the Company nor any Stockholder shall have any liability to Parent for any increase in Taxes in a Tax year or period beginning after the Closing Date or in the portion of a Straddle Period beginning after the Closing Date as the result of a reduction in any federal, state and foreign net operating loss, net capital loss, or net tax credit carryforward, net unrealized built-in loss, or any other deferred tax benefit (collectively, “Tax Attributes”) in a Pre-Closing Tax Period or the portion of a Straddle Period ending on or before the Closing Date; or

          (v) any claims made by the Company’s current or former Stockholders or other equity holders.

          (b) In consideration of the Parent’s agreement to pay the Merger Consideration, the consummation of the transactions contemplated hereby and other good and valuable consideration (the receipt and sufficiency of which is hereby agreed to and acknowledged), by execution of the Side Agreements, the Major Stockholders shall severally and not jointly indemnify and hold harmless each of the Parent Indemnified Persons from and against, and each Major Stockholder shall thereby waive any claim for contribution or indemnity from any of the Parent Indemnified Persons with respect to such Major Stockholder’s Percentage of, any Indemnified Losses incurred or to be incurred by any of the Parent Indemnified Persons resulting from, arising out of any breach of any Fundamental Rep, Section 7.2(a)(ii), Section 7.2(a)(iii) or any fraud or willful misconduct (collectively, the “Special Losses”) to the extent that such Special Losses exceed the available balance in the Escrow Account but in no event, other than in the case of fraud or willful misconduct which shall not be limited, in an amount greater than the amount of Merger Consideration actually received by such Major Stockholder (the “Aggregate Cap”). For purposes of this Agreement, the term “Percentage” means, with respect to each Major Stockholder, the amount calculated as follows and expressed as a percentage: the aggregate amount of the Merger Consideration which such Major Stockholder is entitled to receive hereunder divided by the aggregate amount of the Merger Consideration all Stockholders are entitled to receive hereunder. Any amounts owed to Parent Indemnified Persons hereunder shall first be paid out of the Escrow Amount in accordance with the Escrow Agreement and then, to the extent such claims are based on breach of a Fundamental Rep or pursuant to Section 7.2(a)(ii) or 7.2(a)(iii), pursuant to this Section 7.2(b).

          (c) By execution of the Side Agreements, each Major Stockholder shall severally and not jointly hold the Parent Indemnified Persons harmless and indemnify each of them from and against, and each Major Stockholder waives any claim for contribution or indemnity from any of the Parent Indemnified Persons (including the Surviving Company and the Company) with respect to, any and all Indemnified Losses incurred or to be incurred by any of them resulting from or arising out of:

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          (i) any breach of any representation or warranty made by such Major Stockholder in the Side Agreements, it being agreed and acknowledged that with respect this Section 7.2(c)(i) each Major Stockholder is providing indemnity only with respect to breaches of representations and warranties made by such Major Stockholder in the Side Agreements and not those of any other Stockholder thereunder and that each Major Stockholder shall be liable only for the Indemnified Losses for which such Major Stockholder is providing indemnity under this Section 7.2(c)(i), that such liability shall be limited to the Merger Consideration actually received by such Major Stockholder (other than in the case of fraud or willful misconduct) and that no other Stockholder shall be liable for any such Indemnified Losses; or

          (ii) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, by such Major Stockholder of any covenant or agreement of such Major Stockholder contained in the Side Agreements, it being agreed and acknowledged that with respect to this Section 7.2(c)(ii) each Major Stockholder is providing indemnity only with respect to the nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, of the covenants and agreements made by such Major Stockholder in the Side Agreements and not with respect to those of any other Stockholders in the Side Agreements and that each Major Stockholder shall be liable only for the Indemnified Losses for which such Major Stockholder is providing indemnity under this Section 7.2(c)(ii), that such liability shall be limited to the Merger Consideration actually received by such Major Stockholder (other than in the case of fraud or willful misconduct) and that no other Stockholder shall be liable for any such Indemnified Losses.

          (d) Prior to the Closing, the Parent Indemnified Persons shall be entitled to recover any Indemnified Losses to which they are entitled hereunder from the Company. From and after the Closing subject to Section 7.6, the Parent Indemnified Parties shall be entitled to recover any Indemnified Losses to which they are entitled hereunder from the Escrow Account or pursuant to the Side Agreements.

          (e) For all Tax purposes, all indemnification payments under this Article 7 shall be treated by the Parties as adjustments to the Merger Consideration to the extent permitted by applicable law.

     7.3 Indemnification of the Stockholders. Parent shall hold the Stockholders, and the members, directors, officers, partners, employees, successors, assigns of each of them in their capacities as such (the “Stockholders Indemnified Persons”) harmless and indemnify each of them from and against any and all Indemnified Losses incurred or to be incurred by any of them, resulting from or arising out of:

          (a) any breach of any representation or warranty made by Parent in this Agreement; or

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          (b) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, by Parent of any covenant or agreement of Parent contained in this Agreement.

     7.4 Notice of Claim. In the event that Parent seeks indemnification on behalf of a Parent Indemnified Person, or the Representative or a Stockholder seeks indemnification on behalf of a Stockholder Indemnified Person, such Party seeking indemnification (the “Indemnified Party”) shall give reasonably prompt written notice (a “Claim Notice”) in accordance with Section 9.1 to the indemnifying Party (the “Indemnifying Party”) specifying the facts constituting the basis for such claim and the amount (the “Claim Amount”), to the extent known, of the claim asserted; provided, however, that the right of a Person to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually damaged and prejudiced thereby. Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, first by instruction to the Escrow Agent in accordance with the Escrow Agreement so long as funds remain in the Escrow Account and if a Special Loss or a claim pursuant to Section 7.2(c) exceeds the amount remaining in escrow, then by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, first by instruction to the Escrow Agent in accordance with the Escrow Agreement so long as funds remain in the Escrow Account and if a Special Loss or a claim pursuant to Section 7.2(c) exceeds the amount remaining in escrow, then by check or by wire transfer), or (iii) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 9.9. For purposes of this Article 7, the Representative has the full authority to act on behalf of the Stockholders and the Stockholder Indemnified Persons as either an Indemnifying Party or the Indemnified Party, provided that as set forth in this Agreement, Parent shall have given notice to all Stockholders pursuant to giving notice to the Representative.

     7.5 Right to Contest Claims of Third Persons.

          (a) If an Indemnified Party is entitled to indemnification hereunder because of a claim asserted by any claimant other than an Indemnified Person hereunder (a “Third Person”), the Indemnified Party shall give the Indemnifying Party reasonably prompt notice thereof after such assertion is actually known to the Indemnified Party and in any event no later than five business days thereafter; provided, however, that the right of a Person to be indemnified hereunder in respect of claims made by a Third Person shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually prejudiced thereby. Except as otherwise provided in this Section 7.5, the Indemnifying

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Party shall then have the right, upon written notice to the Indemnified Party (a “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contest, or settle the claim alleged by such Third Person (a “Third Person Claim”), provided that the Indemnifying Party has unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the Persons to be indemnified hereunder with respect to such Third Person Claim and to discharge any cost or expense arising out of such investigation, contest or settlement. The Indemnified Party may thereafter participate in (but not control) the defense of any such Third Person Claim with its own counsel at its own expense, unless separate representation is necessary to avoid a conflict of interest, in which case such representation shall be at the expense of the Indemnifying Party. Unless and until the Indemnifying Party so acknowledges its obligation to indemnify, the Indemnified Party shall have the right, at its option, to assume and control defense of the matter and to look to the Indemnifying Party for the full amount of the reasonable costs of defense. In the event that the Indemnifying Party shall fail to give the Defense Notice within said thirty (30) day period, (i) the Indemnified Party shall be entitled to have the control over said defense and settlement of the subject claim, (ii) the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as it may reasonably request, and (iii) the Indemnifying Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, and the Indemnifying Party, if it is required to provide indemnification under this Agreement, will be liable for all costs and settlement amounts paid or incurred in connection therewith.

          (b) In the event that the Indemnifying Party delivers a Defense Notice with respect to such Third Party Claim within thirty (30) days after receipt thereof and thereby elects to conduct the defense of the subject claim, (i) the Indemnifying Party shall be entitled to have control over said defense and, subject to the provisions set forth below, settlement of the subject claim, (ii) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, and (iii) the Indemnified Party shall have the rights at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person; (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the Indemnified Party shall have no liability with respect to any compromise or settlement of such Third Person Claims effected without its consent, in which cases the consent of the Indemnified Party shall not be required.

          (c) Notwithstanding anything to the contrary contained in this Section 7.5, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control, including the right to select defense counsel, over the defense or settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) that involves criminal allegations against the Indemnified Party, (iii) that, if unsuccessful, would reasonably be expected to exceed the Parent Cap or the Stockholders’ Cap, as applicable, in either case as mutually determined by the Indemnifying Party and the Indemnified Party or, if such a determination is not made within twenty (20) days after the date on which the Indemnified Party responds to the Defense Notice by asserting its rights under this Section 7.5(c), in accordance

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with its reasonable judgment, or (iv) subject to clause (iii) above, that imposes liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such event, the Indemnifying Party will still be subject to its obligations hereunder but the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.

     7.6 Limitations on Indemnity.

          (a) From and after the Closing, the Parent Indemnified Persons shall not be entitled to indemnification in respect of Indemnified Losses pursuant to Section 7.2(a)(i) resulting from or arising out of breaches of the representations and warranties contained in Article 2 of this Agreement, Indemnified Losses pursuant to Section 7.2(a)(iv) and Indemnified Losses pursuant to Section 7.2(a)(v) unless and until such Indemnified Losses exceed $500,000 in the aggregate (the “Indemnification Threshold”), but then to the full extent of such Indemnified Losses (including the first $500,000) of such Indemnified Losses); provided, however, the Indemnification Threshold limitation shall not apply in any manner whatsoever to any breach of the Fundamental Reps or to the extent the breach results from willful misconduct or fraud by such Party.

          (b) From and after the Closing, Parent shall have no obligation to indemnify Stockholder Indemnified Persons in respect of Indemnified Losses pursuant to Section 7.3(a) resulting from or arising out of breaches of the representations and warranties contained in Article 3 of this Agreement unless such Indemnified Losses exceed the Indemnification Threshold, but then to the full extent of such Indemnified Losses (including the first $500,000) of such Indemnified Losses); provided, however, the Indemnification Threshold limitation shall not apply in any manner whatsoever to any breach of a representation or warranty contained in Sections 3.1 (Authorization; No Conflicts) or 3.2 (Capitalization of Acquisition Subsidiary).

          (c) From and after the Closing, except as provided below, the aggregate amount of Indemnified Losses that may be recovered by the Parent Indemnified Persons under Section 7.2(a)(i), Section 7.2(a)(iv) and Section 7.2(a)(v) may not exceed the Escrow Amount (the “Parent Cap”). From and after the Closing, in the absence of willful misconduct or fraud by a Party or for breaches of Fundamental Reps, the sole source of indemnity payments to Parent Indemnified Persons in respect of Indemnified Losses that may be recovered by the Parent Indemnified Persons under Section 7.2(a)(i), Section 7.2(a)(iv) and Section 7.2(a)(v) shall be the available balance in the Escrow Account. Notwithstanding the first two sentences of this Section 7.6(c), (A) the Parent Cap shall not apply to Indemnified Losses resulting from breaches of the Fundamental Reps, the cap for which shall instead, for the Stockholders, not exceed an amount, in the aggregate, equal to the amount of the Merger Consideration actually received by such Stockholder and (B) neither the Parent Cap nor the Aggregate Cap shall apply to the obligations of any Party hereto to the extent a breach results from willful misconduct or fraud by such Party.

          (d) From and after the Closing, the aggregate amount of Indemnified Losses that may be recovered by the Stockholder Indemnified Persons under Section 7.3(a) and 7.3(b) may not exceed the Escrow Amount (the “Stockholders Cap”). Notwithstanding the first sentence of this Section 7.6(d), (A) the Stockholders Cap shall not apply to Parent’s representations and warranties set forth in Sections 3.1 (Authorization; No Conflicts) and 3.2

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(Capitalization of Acquisition Subsidiary), and (B) the Stockholders Cap shall not apply to the obligations of any Party hereto to the extent a breach results from willful misconduct or fraud by such Party.

          (e) The Stockholders shall not have any claim for contribution from or against the Surviving Company or any Subsidiary of the Company as a result of any indemnification or other payments made by any of the Stockholders to any of the Parent Indemnified Persons pursuant to this Agreement.

          (f) No information or knowledge acquired, or investigations conducted, by Parent or its representatives, of the Company or otherwise, shall in any way limit, or constitute a waiver of, or a defense to, any claim for indemnification by Parent or any Parent Indemnified Person under this Agreement.

          (g) Each Party shall use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the damages for which indemnification is provided to it under this Article 7. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Stockholder shall have any liability to the Parent for any increase in Taxes in a Tax year or period beginning after the Closing Date or in the portion of a Straddle Period beginning after the Closing Date as the result of a reduction in any Tax Attributes in a Pre-Closing Tax Period or the portion of a Straddle Period ending on or before the Closing Date. The amount of any Indemnified Losses subject to indemnification under this Article 7 or of any claim therefor shall be calculated net of any Tax benefit actually realized by the Parent Indemnified Persons on account of such Indemnified Losses.

          (h) In the absence of fraud and willful misconduct, the rights of the parties under this Article 7 shall be the sole and exclusive remedies of the parties hereto and their respective affiliates with regard to claims under this Agreement except for claims for equitable remedies, including without limitation injunctive relief.

ARTICLE 8
TERMINATION

     8.1 Termination.

          (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time only as follows, whether before or after the Requisite Stockholder Approval:

          (i) by mutual consent of the Company and Parent;

          (ii) by either the Company, on the one hand, or Parent, on the other hand, if the Closing shall not have occurred on or before May 31, 2010, or such other date, if any, as the Company and Parent shall agree upon; provided that no Party may terminate this Agreement pursuant to this clause (ii) if such Party’s failure to fulfill any of its obligations under this Agreement shall have directly or indirectly resulted in the failure of the Closing to occur on or before said date; provided further, that if any Government requires the Company and Parent to postpone the Closing Date in order to

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obtain a consent (which is required prior the consummation of the Merger) from such Government or if any waiting period applicable to the Merger under the HSR Act shall not have expired or earlier termination thereof shall not have been granted, such date shall automatically be extended to such date as required by such Government (which shall be in no event later than June 15, 2010);

          (iii) by Parent, at any time after 5:00 p.m. Eastern Standard Time on the date which is the first Business Day following the date hereof, if the Company has not obtained the Requisite Stockholder Approval by such time and delivered to Parent by such time a copy of such Requisite Stockholder Approval and a certificate certifying that the same has been obtained;

          (iv) by Parent, if (A) as permitted by Section 4.8, an Adverse Recommendation Change shall have occurred or (B) the Board of Directors of the Company shall have failed to publicly confirm the Company Recommendation within five (5) Business Days of a written request by Parent that it do so;

          (v) by Parent if the Company shall have materially breached any of its obligations under Sections 4.7 or 4.9;

          (vi) by Parent if (A) there shall have been a breach in any material respect (individually or in the aggregate) of any representation or warranty on the part of any of the parties (other than Parent) set forth in this Agreement or the Side Agreement, or (B) there shall have been a breach by any of the parties (other than Parent and Acquisition Subsidiary) of any of its covenants or agreements hereunder or under the Side Agreement, and such party has not cured such breach within twenty (20) Business Days after notice by Parent thereof, provided that, with respect to clauses (A) and (B) above, Parent has not materially breached any of its obligations hereunder and failed to timely cure such breach;

          (vii) by the Company if (A) there shall have been a breach in any material respect (individually or in the aggregate) of any representation or warranty on the part of Parent set forth in this Agreement, or (B) there shall have been a breach by Parent or Acquisition Subsidiary of any of their respective covenants or agreements hereunder, and neither Parent nor Acquisition Subsidiary has cured such breach within twenty (20) Business Days after notice by the Company thereof, provided that, with respect to clauses (A) and (B) above, the Stockholders and the Company have not breached any of its obligations hereunder and failed to timely cure such breach;

          (viii) by Parent or the Company if any Government has taken any action, investigation or proceeding as described in Section 6.3(e)(A) or (D) and the Parent and the Company have made reasonable best efforts to resolve such Government action, investigation or proceeding; or

          (ix) by Parent if the Company suffers a Company Material Adverse Effect.

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The party desiring to terminate this Agreement pursuant to the preceding Sections 8.1(a)(ii) through Section 8.1(a)(ix) shall give written notice of such termination to the other party in accordance with Section 9.1, below.

          (b) Procedure Upon Termination. In the event of termination pursuant to this Article 8, the transactions contemplated hereby shall be abandoned without further action by the Parties hereto, provided that the agreements contained in Sections 6.5, 8.1(b) and 9.6 hereof shall remain in full force and effect. If this Agreement is terminated as provided herein, each Party shall return or destroy all documents, work papers and other material (including any copies thereof) of any other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same. An officer of such Party shall render a certificate to the Party furnishing the materials certifying that all documents, work papers and other materials (including any copies thereof) have been returned or destroyed. Nothing contained in this Agreement shall relieve any party from any liability for any breach of any representation, warranty or covenant contained herein prior to termination.

ARTICLE 9
MISCELLANEOUS PROVISIONS

     9.1 Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or fax delivery to the Party for whom it is intended, provided that a copy thereof is deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, bearing the address shown in this Section 9.1 for, or such other address as may be designated in writing hereafter by, such Party:

If to Parent (or, after Closing, the Company):

Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
Attention: Stuart H. Kupinsky, Senior Vice President,
Corporate Affairs and General Counsel
Facsimile: 919-461-6845

with a copy to:

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401
Attention: Katherine F. Ashton
                    Stephanie M. Hosler
Facsimile: (310) 260-4154

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If, prior to Closing, to the Company:

Camiant, Inc.
200 Nickerson Road, 2nd Floor
Marlborough, MA 01752-4603
Attention: Ed Delaney
Facsimile: (508)486-9595

with a copy to:

WilmerHale Venture Group
1100 Winter Street, Suite 4650
Waltham, MA 02451
Attention: Susan L. Mazur
Facsimile: (781) 966-2100

If to the Representative:

Stephen Van Beaver
c/o Pilot House Ventures
The Pilot House
Lewis Wharf
Boston, MA 02110
Facsimile: (617) 227-0973

     9.2 Entire Agreement. This Agreement, the Escrow Agreement, the Side Agreement and the Schedules and Exhibits hereto and thereto embody the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relative to such subject matter.

     9.3 Assignment; Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors, heirs, devisees, legatees, legal representatives and permitted assigns (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise). Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned (by operation of Law or otherwise) by Parent without the prior written consent of the Representative (which consent shall not be unreasonably withheld) or by the Representative or the Company without the prior written consent of Parent (which consent shall not be unreasonably withheld); provided, however, that Parent shall have the right to transfer and assign its and Acquisition Subsidiary’s rights hereunder to any entity which is controlled by Parent if such assignee makes an affirmative acknowledgment of the representation and warranties in Article 3.

     9.4 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

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     9.5 Headings; Interpretation. The Article and Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. Each reference in this Agreement to an Article, Section, Schedule or Exhibit, unless otherwise indicated, shall mean an Article or a Section of this Agreement or a Schedule or Exhibit attached to this Agreement, respectively. References herein to “days,” unless otherwise indicated, are to consecutive calendar days. Each Party hereto has participated substantially in the negotiation and drafting of this Agreement and each Party agrees that any ambiguity herein should not be construed against the draftsman. Whenever required by the context, any gender shall include any other gender, the singular shall include the plural and the plural shall include the singular. For purposes of this Agreement, “Person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an association, an unincorporated organization, a Government and any other entity and “Affiliate” of a Person shall mean any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. “made available” shall mean posted in an electronic data room, and identified in a manner and folder reasonably identifiable by Parents’ Representatives as containing such information.

     9.6 Expenses.

          (a) Except as set forth in Section 9.6(b), Parent shall pay the fees and expenses of its counsel, accountants, experts, other representative and all other expenses incurred by any of them incident or relating to the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and the performance by it of its obligations hereunder. All fees and expenses of the Company, the Stockholders and the Representative incurred by any of them incident or relating to the negotiation, preparation and execution of this Agreement and/or the transactions contemplated hereby, and the performance by them of their obligations hereunder (including, without limitation their fees and expenses of counsel, accountants, experts and other representatives) shall be included in the calculation of Closing Net Working Capital.

          (b) If a Payment Event occurs, the Company shall pay Parent (by wire transfer of immediately available funds) simultaneously with the occurrence of such Payment Event, a fee equal to $4,550,000 (the “Termination Fee”), and the Company shall (by wire transfer of immediately available funds), simultaneously with the occurrence of such Payment Event, reimburse Parent for all of its out-of-pocket costs and expenses incurred by or on behalf of Parent (or its Affiliates) in connection with this Agreement and the transactions contemplated hereby and thereby, including, without limitation, financing costs and the fees and expenses of lawyers, accountants, consultants, financial advisors and investment bankers.

          “Payment Event” means the termination of this Agreement pursuant to (x) Section 8.1(a)(iv) or Section 8.1(a)(v) or (y) Section 8.1(a)(iii), but only if, in the case of clause (y) within twelve (12) months following the date of such termination: (1) the Company merges with or into, or is acquired, directly or indirectly, by merger or otherwise by, a Third Party; (2) a Third Party, directly or indirectly, acquires more than 50% of the total assets of the Company and its Subsidiaries, taken as a whole; (3) a Third Party, directly or indirectly, acquires more than 50% of the outstanding shares of Common Stock; or (4) the Company adopts an extraordinary dividend relating to more than 50% of such outstanding shares or 50% of the assets of the

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Company and its Subsidiaries, taken as a whole (or in any of clauses (1) through (4) the Company shall have entered into any contract or agreement providing for such action).

          (c) The Company acknowledges that the agreements contained in this Section 9.6 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Acquisition Subsidiary would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to Parent or Acquisition Subsidiary pursuant to this Section 9.6, it shall also pay any costs and expenses (including attorneys’ fees) incurred by Parent or Acquisition Subsidiary in connection with a legal action to enforce this Agreement that results in a judgment against the Company for such amount, together with interest on any amount of the Termination Fee at a rate per annum equal to five percent (5%) over the prime rate (as published in The Wall Street Journal) in effect on the date such payment should have been made.

     9.7 Remedies Cumulative. Except as otherwise expressly provided herein, all rights and remedies of the Parties under this Agreement are cumulative and without prejudice to any other rights or remedies under Law.

     9.8 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Delaware, without reference to its choice of law rules.

     9.9 Submission to Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by a Party hereto or its successors or assigns may be brought and determined in the Court of Chancery of the State of Delaware, County of New Castle or the federal courts located in Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that a Party is not personally subject to the jurisdiction of the above named court for any reason other than the failure to serve process in accordance with this Section 9.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court (whether through judgment or otherwise), and (c) to the fullest extent permitted by applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such court. Each Party hereto waives all personal service of any and all process upon such Party related to this Agreement and consents that all service of process upon such Party shall be made by hand delivery, certified mail or confirmed telecopy directed to such Party at the address specified in Section 9.1 hereof; and service made by certified mail shall be complete seven days after the same shall have been posted.

     9.10 No Waiver. Any failure by any of the Parties hereto to comply with any of the obligations, agreements or conditions set forth herein may be waived by the other Party or Parties; provided, however, that any such waiver shall not be deemed a waiver of any other obligation, agreement or condition.

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     9.11 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

     9.12 Amendments. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Parties hereto.

     9.13 No Third Party Beneficiaries. The Parties hereby agree that there are no third party beneficiaries to this Agreement, other than Indemnified Parties and with respect to Section 6.6, the Company Indemnified Parties.

     9.14 Subsidiary Compliance. The Company shall cause its Subsidiaries to use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action.

     9.15 Disclosure Schedules. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article 2 and the disclosure in any numbered or lettered part shall be deemed to relate to and to qualify the particular representation or warranty set forth in the corresponding numbered or lettered section of the Agreement and any information disclosed in any section of the schedules shall be deemed to be disclosed with respect to and incorporated into any other section of the schedules where such disclosure is specifically cross-referenced.

* * * *

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          IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties and is effective as of the date first herein above written.

TEKELEC
By: Name: Title:	/s/ Frank Plastina Frank Plastina President and Chief Executive Officer
SPAN CORP., INC.
By: Name: Title:	/s/ Frank Plastina Frank Plastina President
CAMIANT, INC.
By: Name: Title:	/s/ Edward Delaney Edward Delaney CEO and President
REPRESENTATIVE
/s/ Stephen Van Beaver
Name: Stephen Van Beaver

SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER

EXHIBIT A-1

SIDE AGREEMENT

          THIS SIDE AGREEMENT (the “Agreement”) is entered into as of May ___, 2010, by and among TEKELEC, a California corporation (“Parent”), SPAN Corp., Inc., a Delaware corporation and direct and wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), CAMIANT, INC., a Delaware corporation (the “Company”), and [                                        ], an individual residing at                     (“Stockholder”). Parent, Acquisition Subsidiary, the Company and Stockholder are referred to herein each as a “Party” and together as the “Parties.”

RECITALS

          A. Contemporaneously with the execution of this Agreement, Parent, Acquisition Subsidiary, the Company and Stephen Van Beaver (the “Representative”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2010, pursuant to which, among other things, the parties thereto agreed to the merger of Acquisition Subsidiary with and into the Company (the “Merger”).

          B. In order to induce the Parent, Acquisition Subsidiary, Representative and the Company to enter into the Merger Agreement and as a condition precedent to the closing of the Merger Agreement, this Agreement must remain in full force and effect on and as of the Closing Date.

          C. Stockholder has reviewed the form of (i) Merger Agreement, (ii) the Escrow Agreement in the form attached to the Merger Agreement as Exhibit E, (iii) the Certificate of Merger in the form attached to the Merger Agreement as Exhibit C, and (iv) this Agreement (collectively, the “Documents”). Stockholder has also reviewed such other materials as Stockholder has deemed necessary or appropriate for the purposes of this Agreement. All transactions or actions contemplated by the Documents are hereinafter referred to, collectively, as the “Transactions.”

          NOW, THEREFORE, in consideration of the promises and the mutual agreements expressed herein and in the Merger Agreement, the parties hereto agree as follows:

          1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Merger Agreement. In addition, all capitalized terms used in the provisions of the Merger Agreement that are incorporated by reference herein shall have the meaning ascribed to such terms in the Merger Agreement.

          2. Representations and Warranties of Stockholder. Stockholder hereby makes the following representations and warranties to Parent, Acquisition Subsidiary and the Surviving Company, each of which is true and correct on the date hereof and on the Closing Date and each of which shall survive the Closing.

          2.1 Authority. Stockholder has full power and authority to enter into this Agreement, to perform his or her obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent

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that enforceability hereof or thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles.

          2.2 No Violation. Stockholder is not a party to, subject to or bound by any note, bond, mortgage, indenture, deed of trust, agreement, lien, contract or other instrument or obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) by the execution, delivery or performance by Stockholder of this Agreement or (ii) prevent the carrying out of the transactions contemplated hereby or by the Merger Agreement. No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any third person or Government is required to be made or obtained by the Stockholder to enable the Stockholder to execute, deliver or perform its obligations under this Agreement. None of the execution of this Agreement, the Merger or the consummation of the transactions contemplated hereby will result in the creation of any Liens against the Stockholder, the Shares held by the Stockholder or any of its properties or assets. None of the execution and delivery of this Agreement by Stockholder, the performance by Stockholder of its obligations hereunder nor the Merger will violate, conflict with or result in any breach of any provision of the certificate or articles of incorporation, bylaws or other similar charter or organizational documents of Stockholder.

          2.3 Shares. Stockholder holds of record and owns beneficially the number of shares of capital stock of the Company set forth next to his or her name on Schedule 2.3(a) of the Merger Agreement, free and clear of any Liens. Except as set forth on Schedule 2.3 hereto, Stockholder is not a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement) that could require Stockholder to sell, transfer, or otherwise dispose of any capital stock or other equity interest of the Company. Except as set forth on Schedule 2.3 hereto, there are no stockholder agreements, buy-sell agreements, voting trusts or other agreements or understandings to which Stockholder is a party or to which it is bound relating to any shares of capital stock or other equity interest in the Company.

          2.4 Representation by Counsel. Stockholder: (a) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (b) has had the full right and opportunity to consult with Stockholder’s attorney and other advisors and has availed itself of this right and opportunity; (c) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it by such counsel; (d) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (e) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

          3. Public Announcements; Confidentiality.

          3.1 Except as may be required by applicable Law, Stockholder shall not issue any press release, make any such statement or communication or schedule any press conference or conference call with respect to the Merger Agreement or this Agreement or the transactions contemplated hereby or thereby without the written consent of Parent.

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          3.2 Following the Closing, Stockholder shall maintain in confidence any information it may have in relation to the Company, and such information shall not be disclosed or used by Stockholder without Parent’s prior written consent, unless such information is otherwise publicly available as of the date of this Agreement other than as the result of an unauthorized disclosure; provided, however, that the (A) Stockholder may disclose confidential information (i) to his or her attorneys, accountants, consultants, and other professionals to the extent necessary to perform professional services for such Stockholder or (ii) as may otherwise be required by applicable law and (B) following the public announcement of the transaction by the Parent, the Stockholder may disclose any terms provided for in the Merger Agreement.

          4. Further Assurances. From and after the Closing, Stockholder shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated hereby and by the Merger Agreement.

          5. Release. Effective upon the Closing, Stockholder hereby irrevocably waives, releases and discharges Parent, the Company or, from and after the Closing, the Surviving Company, and any of their respective current or former subsidiaries, directors, officers, predecessors and successors from any and all liabilities and obligations to it of any kind or nature whatsoever, in its capacity as a stockholder, manager, member, officer, director or employee of the Company or any other capacity, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement, the Merger Agreement and any of the other agreements executed and delivered by Parent in connection with the Merger Agreement) or otherwise at law or equity, and Stockholder agrees that it shall not seek to recover any amounts in connection therewith or thereunder from any of Parent, the Surviving Company, the Company or any of their respective Affiliates; provided, that the waivers contained in this Section 5 shall not apply to (i) claims against Parent asserted pursuant to this Agreement or the Merger Agreement, (ii) any claims for which the facts or circumstances giving rise to such claim first occur following Closing, (iii) liabilities relating to the employment by the Company, the Parent or the Surviving Corporation of Stockholder relating to the payment or provisions of wages, salaries, bonuses, benefits, expense reimbursements and perquisites due to such employees, (iv) pursuant to Section 6.6 of the Merger Agreement or (v) claims against Parent or the Company with respect to salaries, bonuses, expenses, severance, accrued vacation or any other vested benefits earned by the Stockholder in connection with his or her employment with the Parent or the Company (the “Excluded Claims”). In furtherance of the foregoing, Stockholder hereby agrees that it shall not make any claim for indemnification against Parent, the Surviving Company, the Company or any of their respective Affiliates by reason of the fact that Stockholder is or was a stockholder, officer, employee or agent of the Company (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought against Stockholder, and Stockholder hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from any of Parent, the Company, the Surviving Company, or any of their respective Affiliates other than with respect to Excluded Claims. Stockholder hereby acknowledges that it has been advised to consult with an attorney before executing this Agreement and otherwise in connection with the Merger and all actions contemplated by the Documents and the Merger and the related transactions contemplated by the

3

Documents and that Stockholder has done so or, after careful reading and consideration has chosen not to do so of Stockholder’s own volition. Stockholder hereby acknowledges that it has signed this release knowingly and voluntarily and with the advice of any counsel retained to advise Stockholder with respect to this release.

Solely with respect to the claims released hereunder, Stockholder expressly waives and relinquishes to the fullest extent permitted by law (and to the extent applicable), the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

          6. Indemnification. Article 7 of the Merger Agreement is hereby incorporated herein by this reference. By virtue of such incorporation by reference, the Parties hereto shall be entitled to all of the benefits, and subject to all of the obligations, contained in such Article.

          7. Termination. Prior to the Effective Time, this Agreement shall be terminated without further action required by any Party in the event that the Merger Agreement is terminated in accordance with Article 8 of the Merger Agreement; provided that nothing contained in this Agreement shall relieve any party from any liability for any inaccuracy, misrepresentation or breach of this Agreement prior to the termination.

          8. Miscellaneous Provisions.

          8.1 Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or fax delivery to the Party for whom it is intended, provided that a copy thereof is deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, bearing the address shown in this Section 8 for, or such other address as may be designated in writing hereafter by, such Party:

          If to Parent (or, after Closing, the Company or the Surviving Company):

          Tekelec
          5200 Paramount Parkway
          Morrisville, NC 27560
          Attention: Stuart H. Kupinsky, Senior Vice President,
          Corporate Affairs and General Counsel
          Facsimile: 919-461-6845

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with a copy to:

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401
Attention: Katherine F. Ashton
                  Stephanie M. Hosler
Facsimile: (310) 260-4154

If, prior to Closing, to the Company:

Camiant, Inc.
200 Nickerson Road, 2nd Floor
Marlborough, MA 01752-4603
Attention:                     
Facsimile:                     

with a copy to:

WilmerHale Venture Group
1100 Winter Street
Waltham, MA 02451
Attention: Susan L. Mazur
Facsimile: (781) 966-2100

If to Stockholder:

                                                            
                                                            
                                                            
Attention:                                         
Facsimile:                                         

With a copy to:

                                                            
                                                            
                                                            
Attention:                                         
Facsimile:                                          

          8.2 Assignment; Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors, heirs, devisees, legatees, legal representatives and permitted assigns (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise). Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be

5

transferred, delegated, or assigned (by operation of Law or otherwise) by Stockholder. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned (by operation of Law or otherwise) by Parent without the prior written consent of the Stockholder (which consent shall not be unreasonably withheld); provided, however, that Parent shall have the right to transfer and assign its and Acquisition Subsidiary’s rights hereunder to any entity which is controlled by Parent.

          8.3 Counterparts; Facsimile Signatures. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature(s).

          8.4 Headings; Interpretation. The Article and Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. Each reference in this Agreement to an Article, Section or Schedule, unless otherwise indicated, shall mean an Article or a Section of this Agreement or a Schedule attached to this Agreement, respectively. Each Party hereto has participated substantially in the negotiation and drafting of this Agreement and each Party agrees that any ambiguity herein should not be construed against the draftsman. Whenever required by the context, any gender shall include any other gender, the singular shall include the plural and the plural shall include the singular.

          8.5 Expenses. Section 9.6(a) of the Merger Agreement is hereby incorporated herein by this reference. By virtue of such incorporation by reference, the Parties hereto shall be entitled to all of the benefits, and subject to all of the obligations, contained in such Section 9.6(a).

          8.6 Remedies Cumulative. Except as otherwise expressly provided herein, all rights and remedies of the Parties under this Agreement are cumulative and without prejudice to any other rights or remedies under Law.

          8.7 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Delaware, without reference to its choice of law rules.

          8.8 Submission to Jurisdiction; Waiver. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by a Party hereto or its successors or assigns may be brought and determined in the Court of Chancery of the State of Delaware, County of New Castle or the federal courts located in Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that a Party is not personally subject to the jurisdiction of the above named court for any reason other than the failure to serve process in accordance with this Section 8.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal

6

process commenced in such court (whether through judgment or otherwise), and (c) to the fullest extent permitted by applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such court. Each Party hereto waives all personal service of any and all process upon such Party related to this Agreement and consents that all service of process upon such Party shall be made by hand delivery, certified mail or confirmed telecopy directed to such Party at the address specified in Section 8.1 hereof; and service made by certified mail shall be complete seven days after the same shall have been posted.

          8.9 No Waiver. Any failure by any of the Parties hereto to comply with any of the obligations, agreements or conditions set forth herein may be waived by all of the other Parties hereto; provided, however, that any such waiver shall not be deemed a waiver of any other obligation, agreement or condition.

          8.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

          8.11 No Third Parties Beneficiaries. The Parties hereby agree that there are no third party beneficiaries to this Agreement, other than Indemnified Parties.

          8.12 Amendment. This Agreement may only be amended with the prior written consent of the Company (or, after Closing, the Surviving Company), Parent and the Stockholder.

* * * * *

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          IN WITNESS WHEREOF, the parties hereto have executed this Side Agreement as of the date first set forth above.

TEKELEC
 

By:  

Name:  

Title:  

SPAN CORP., INC.
 

By:  

Name:  

Title:  

CAMIANT, INC.
 

By:  

Name:  

Title:  

[STOCKHOLDER]
 

Name:  

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EXHIBIT A-2

SIDE AGREEMENT

          THIS SIDE AGREEMENT (the “Agreement”) is entered into as of May ___, 2010, by and among TEKELEC, a California corporation (“Parent”), SPAN Corp., Inc., a Delaware corporation and direct and wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), CAMIANT, INC., a Delaware corporation (the “Company”), and [                                        ], a [                                        ] (“Stockholder”). Parent, Acquisition Subsidiary, the Company and Stockholder are referred to herein each as a “Party” and together as the “Parties.”

RECITALS

          A. Contemporaneously with the execution of this Agreement, Parent, Acquisition Subsidiary, the Company and Stephen Van Beaver (the “Representative”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2010, pursuant to which, among other things, the parties thereto agreed to the merger of Acquisition Subsidiary with and into the Company (the “Merger”).

          B. In order to induce the Parent, Acquisition Subsidiary, Representative and the Company to enter into the Merger Agreement and as a condition precedent to the closing of the Merger Agreement, this Agreement must remain in full force and effect on and as of the Closing Date.

          C. Stockholder has reviewed the form of (i) Merger Agreement, (ii) the Escrow Agreement in the form attached to the Merger Agreement as Exhibit E, (iii) the Certificate of Merger in the form attached to the Merger Agreement as Exhibit C, and (iv) this Agreement (collectively, the “Documents”). Stockholder has also reviewed such other materials as Stockholder has deemed necessary or appropriate for the purposes of this Agreement. All transactions or actions contemplated by the Documents are hereinafter referred to, collectively, as the “Transactions.”

          NOW, THEREFORE, in consideration of the promises and the mutual agreements expressed herein and in the Merger Agreement, the parties hereto agree as follows:

          1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Merger Agreement. In addition, all capitalized terms used in the provisions of the Merger Agreement that are incorporated by reference herein shall have the meaning ascribed to such terms in the Merger Agreement.

          2. Representations and Warranties of Stockholder. Stockholder hereby makes the following representations and warranties to Parent, Acquisition Subsidiary and the Surviving Company, each of which is true and correct on the date hereof and on the Closing Date and each of which shall survive the Closing.

          2.1 Organization of Stockholder. Stockholder is duly organized, validly existing and in good standing under the laws of                                         .

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          2.2 Authority. Stockholder has full power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that enforceability hereof or thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles.

          2.3 No Violation. Stockholder is not a party to, subject to or bound by any note, bond, mortgage, indenture, deed of trust, agreement, lien, contract or other instrument or obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) by the execution, delivery or performance by Stockholder of this Agreement or (ii) prevent the carrying out of the transactions contemplated hereby or by the Merger Agreement. No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any third person or Government is required to be made or obtained by the Stockholder to enable the Stockholder to execute, deliver or perform its obligations under this Agreement. None of the execution of this Agreement, the Merger or the consummation of the transactions contemplated hereby will result in the creation of any Liens against the Stockholder, the Shares held by the Stockholder or any of its properties or assets. None of the execution and delivery of this Agreement by Stockholder, the performance by Stockholder of its obligations hereunder nor the Merger will violate, conflict with or result in any breach of any provision of the certificate or articles of incorporation, bylaws or other similar charter or organizational documents of Stockholder.

          2.4 Shares. Stockholder holds of record and owns beneficially the number of shares of capital stock of the Company set forth next to its name on Schedule 2.3(a) of the Merger Agreement, free and clear of any Liens. Except as set forth on Schedule 2.4 hereto, Stockholder is not a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement) that could require Stockholder to sell, transfer, or otherwise dispose of any capital stock or other equity interest of the Company. Except as set forth on Schedule 2.4 hereto, there are no stockholder agreements, buy-sell agreements, voting trusts or other agreements or understandings to which Stockholder is a party or to which it is bound relating to any shares of capital stock or other equity interest in the Company.

          2.5 Representation by Counsel. Stockholder: (a) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (b) has had the full right and opportunity to consult with Stockholder’s attorney and other advisors and has availed itself of this right and opportunity; (c) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it by such counsel; (d) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (e) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

          3. Public Announcements; Confidentiality.

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          3.1 Except as may be required by applicable Law, Stockholder shall not issue any press release, make any such statement or communication or schedule any press conference or conference call with respect to the Merger Agreement or this Agreement or the transactions contemplated hereby or thereby without the written consent of Parent.

          3.2 Following the Closing, Stockholder shall maintain in confidence any information it may have in relation to the Company, and such information shall not be disclosed or used by Stockholder without Parent’s prior written consent, unless such information is otherwise publicly available as of the date of this Agreement other than as the result of an unauthorized disclosure; provided, however, that the (A) Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to perform professional services for such Stockholder or (ii) as may otherwise be required by applicable law and (B) following the public announcement of the transaction by the Parent, the Stockholder may disclose any terms provided for in the Merger Agreement.

          4. Further Assurances. From and after the Closing, Stockholder shall do such acts and execute such documents and instruments as may be reasonably required to make effective the transactions contemplated hereby and by the Merger Agreement.

          5. Release. Effective upon the Closing, Stockholder hereby irrevocably waives, releases and discharges Parent, the Company or, from and after the Closing, the Surviving Company, and any of their respective current or former subsidiaries, directors, officers, predecessors and successors from any and all liabilities and obligations to it of any kind or nature whatsoever, in its capacity as a stockholder, manager, member, officer, director or employee of the Company or any other capacity, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement, the Merger Agreement and any of the other agreements executed and delivered by Parent in connection with the Merger Agreement) or otherwise at law or equity, and Stockholder agrees that it shall not seek to recover any amounts in connection therewith or thereunder from any of Parent, the Surviving Company, the Company or any of their respective Affiliates; provided, that the waivers contained in this Section 5 shall not apply to (i) claims against Parent asserted pursuant to this Agreement or the Merger Agreement, (ii) any claims for which the facts or circumstances giving rise to such claim first occur following Closing, (iii) liabilities relating to the employment by the Company, the Parent or the Surviving Corporation of Stockholder relating to the payment or provisions of wages, salaries, bonuses, benefits, expense reimbursements and perquisites due to such employees or (iv) pursuant to Section 6.6 of the Merger Agreement (the “Excluded Claims”). In furtherance of the foregoing, Stockholder hereby agrees that it shall not make any claim for indemnification against Parent, the Surviving Company, the Company or any of their respective Affiliates by reason of the fact that Stockholder is or was a stockholder, officer, employee or agent of the Company (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought against Stockholder, and Stockholder hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from any of Parent, the Company, the Surviving Company, or any of their respective Affiliates other than with respect to Excluded Claims. Stockholder hereby acknowledges that it has been advised to

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consult with an attorney before executing this Agreement and otherwise in connection with the Merger and all actions contemplated by the Documents and the Merger and the related transactions contemplated by the Documents and that Stockholder has done so or, after careful reading and consideration has chosen not to do so of Stockholder’s own volition. Stockholder hereby acknowledges that it has signed this release knowingly and voluntarily and with the advice of any counsel retained to advise Stockholder with respect to this release.

Solely with respect to the claims released hereunder, Stockholder expressly waives and relinquishes to the fullest extent permitted by law (and to the extent applicable), the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

          6. Indemnification. Article 7 of the Merger Agreement is hereby incorporated herein by this reference. By virtue of such incorporation by reference, the Parties hereto shall be entitled to all of the benefits, and subject to all of the obligations, contained in such Article.

          7. Termination. Prior to the Effective Time, this Agreement shall be terminated without further action required by any Party in the event that the Merger Agreement is terminated in accordance with Article 8 of the Merger Agreement; provided that nothing contained in this Agreement shall relieve any party from any liability for any inaccuracy, misrepresentation or breach of this Agreement prior to the termination.

          8. Miscellaneous Provisions.

          8.1 Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or fax delivery to the Party for whom it is intended, provided that a copy thereof is deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, bearing the address shown in this Section 8 for, or such other address as may be designated in writing hereafter by, such Party:

If to Parent (or, after Closing, the Company or the Surviving Company):

Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
Attention: Stuart H. Kupinsky, Senior Vice President,
Corporate Affairs and General Counsel
Facsimile: 919-461-6845

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with a copy to:

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401
Attention: Katherine F. Ashton
                  Stephanie M. Hosler
Facsimile: (310) 260-4154

If, prior to Closing, to the Company:

Camiant, Inc.
200 Nickerson Road, 2nd Floor
Marlborough, MA 01752-4603
Attention:                     
Facsimile:                     

with a copy to:

WilmerHale Venture Group
1100 Winter Street
Waltham, MA 02451
Attention: Susan L. Mazur
Facsimile: (781) 966-2100

If to Stockholder:

                                                            
                                                            
                                                            
Attention:                                         
Facsimile:                                          

With a copy to:

                                                            
                                                            
                                                            
Attention:                                         
Facsimile:                                          

          8.2 Assignment; Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors, heirs, devisees, legatees, legal representatives and permitted assigns (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise). Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be

5

transferred, delegated, or assigned (by operation of Law or otherwise) by Stockholder. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned (by operation of Law or otherwise) by Parent without the prior written consent of the Stockholder (which consent shall not be unreasonably withheld); provided, however, that Parent shall have the right to transfer and assign its and Acquisition Subsidiary’s rights hereunder to any entity which is controlled by Parent.

          8.3 Counterparts; Facsimile Signatures. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature(s).

          8.4 Headings; Interpretation. The Article and Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. Each reference in this Agreement to an Article, Section or Schedule, unless otherwise indicated, shall mean an Article or a Section of this Agreement or a Schedule attached to this Agreement, respectively. Each Party hereto has participated substantially in the negotiation and drafting of this Agreement and each Party agrees that any ambiguity herein should not be construed against the draftsman. Whenever required by the context, any gender shall include any other gender, the singular shall include the plural and the plural shall include the singular.

          8.5 Expenses. Section 9.6(a) of the Merger Agreement is hereby incorporated herein by this reference. By virtue of such incorporation by reference, the Parties hereto shall be entitled to all of the benefits, and subject to all of the obligations, contained in such Section 9.6(a).

          8.6 Remedies Cumulative. Except as otherwise expressly provided herein, all rights and remedies of the Parties under this Agreement are cumulative and without prejudice to any other rights or remedies under Law.

          8.7 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Delaware, without reference to its choice of law rules.

          8.8 Submission to Jurisdiction; Waiver. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by a Party hereto or its successors or assigns may be brought and determined in the Court of Chancery of the State of Delaware, County of New Castle or the federal courts located in Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that a Party is not personally subject to the jurisdiction of the above named court for any reason other than the failure to serve process in accordance with this Section 8.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal

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process commenced in such court (whether through judgment or otherwise), and (c) to the fullest extent permitted by applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such court. Each Party hereto waives all personal service of any and all process upon such Party related to this Agreement and consents that all service of process upon such Party shall be made by hand delivery, certified mail or confirmed telecopy directed to such Party at the address specified in Section 8.1 hereof; and service made by certified mail shall be complete seven days after the same shall have been posted.

          8.9 No Waiver. Any failure by any of the Parties hereto to comply with any of the obligations, agreements or conditions set forth herein may be waived by all of the other Parties hereto; provided, however, that any such waiver shall not be deemed a waiver of any other obligation, agreement or condition.

          8.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

          8.11 No Third Parties Beneficiaries. The Parties hereby agree that there are no third party beneficiaries to this Agreement, other than Indemnified Parties.

          8.12 Amendment. This Agreement may only be amended with the prior written consent of the Company (or, after Closing, the Surviving Company), Parent and the Stockholder.

* * * * *

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          IN WITNESS WHEREOF, the parties hereto have executed this Side Agreement as of the date first set forth above.

TEKELEC
 

By:  

Name:  

Title:  

SPAN CORP., INC.
 

By:  

Name:  

Title:  

CAMIANT, INC.
 

By:  

Name:  

Title:  

[STOCKHOLDER]
 

By:  

Name:  

Title:  

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EXHIBIT B

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

     This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is entered into as of                     , 2010, by and between Tekelec, a California corporation (“Tekelec”) and                      (“Stockholder”), a resident of the State of [Massachusetts] and a Stockholder of Camiant, a Delaware corporation (the “Company”).

RECITALS

     A. Concurrently with the execution and delivery of this Agreement, Tekelec is entering into a Merger Agreement by and among Tekelec, SPAN Corp., Inc., a Delaware corporation and wholly owned subsidiary of Tekelec (“Acquisition Sub”), the Company and Stephen Van Beaver, as the initial Representative (the “Merger Agreement”), pursuant to which, among other things, Acquisition Sub will merge with and into the Company, with the Company being the surviving corporation and becoming a wholly owned subsidiary of Tekelec. All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement.

     B. Stockholder is a stockholder of the Company, and in connection with the closing of the transactions contemplated by the Merger Agreement, a portion of the merger consideration shall be paid to Stockholder.

     C. The Merger Agreement requires that this Agreement be executed and delivered by Stockholder as a condition to the obligations of Tekelec under the Merger Agreement.

     NOW, THEREFORE, in consideration of the recitals and the covenants, representations, warranties, conditions and agreement hereinafter expressed, the parties agree as follows:

     1. Acknowledgements.

          (a) Stockholder acknowledges and agrees that he has occupied a position of trust and confidence with the Company prior to the date hereof and has had access to and has become familiar with the confidential information of the Company.

          (b) Stockholder recognizes that the covenants set forth in Section 2 of this Agreement are an essential part of the transactions contemplated by the Merger Agreement and that but for the agreement of Stockholder to comply with such covenants Tekelec and Acquisition Sub would not enter into the Merger Agreement. Stockholder acknowledges and agrees that the covenants set forth in Section 2 of this Agreement are necessary to protect the legitimate business interests of the Company acquired by Tekelec pursuant to the Merger Agreement, including without limitation, trade secrets and other confidential information of the Company and goodwill, and that irreparable harm and damage will be done to Tekelec if Stockholder takes any action in any way prohibited by such covenants. In addition, Stockholder acknowledges that the Merger Consideration is paid in part as consideration for customer contacts and marketplace reputation developed by Stockholder for the Company and such covenants are necessary for Tekelec to receive the full benefit of the Merger Agreement.

          (c) Stockholder hereby acknowledges the broad territorial scope of the covenant contained in this Agreement, but acknowledges and agrees that the restrictions are reasonable and enforceable in view of, among other things, (i) the narrow range of activities

1

prohibited, (ii) the business of the Company prior to Closing is international in scope; (iii) the products and services related to the Company’s business are marketed worldwide; (iv) the Company’s business prior to Closing competes with other businesses that are or could be located in any part of the world; (v) the confidential, proprietary and trade secret information of the Company to which Stockholder had and/or may have had access, (vi) the fact that a business which competes with the Company in the business conducted by them could greatly benefit if it were to obtain the confidential information of the Company, (vii) the sale and/or transfer of the intellectual property and goodwill of the Company pursuant to the Merger Agreement, (viii) the fact that Stockholder would have an unfair competitive advantage if he were allowed to engage in the competitive activities prohibited by this Agreement in light of the confidential, proprietary and trade secret information and/or goodwill that Stockholder had as of the Closing, (ix) Tekelec has required Stockholder to make the covenants set forth in Section 2 of this Agreement as a condition to consummating the transactions contemplated by the Merger Agreement; (x) the provisions of Section 2 of this Agreement are reasonable and necessary to protect and preserve Buyer’s interests in and right to use and operate the Company’s business from and after Closing; and (xi) Tekelec would be irreparably damaged if Stockholder were to breach the covenants set forth in Section 2 of this Agreement.

     2. Non-Competition and Non-Solicitation. In consideration of the Merger Consideration and the consummation of the transactions contemplated by the Merger Agreement, Stockholder agrees that he or she shall not:

          (a) for a period of two (2) years after the Closing Date (the “Restricted Period”), directly or indirectly through any entity other than the Company, as a principal, employee, partner, stockholder, member, officer, director, agent or otherwise, compete, assist in or provide financial resources to any activity which competes with the business of the Company as presently conducted and/or as said business may evolve anywhere in the world during the term of the Stockholder’s employment with the Company; provided, however, that the running of such time period shall be tolled during any period of time during which Stockholder violates the provisions of this paragraph; provided, that the foregoing shall not prohibit Stockholder from owning 2% or less of the outstanding equity or debt securities of a publicly traded entity;

          (b) use or disclose to anyone except authorized personnel of the Company any trade secrets or confidential matters concerning the Company, including, without limitation, secrets, customer lists and credit records, employee data, sales representatives and their territories, mailing lists, consultant arrangements, pricing policies, operational methods, marketing plans or strategies, product development and techniques or plans, research and development programs and plans, business acquisition plans, new personnel acquisition plans, designs and design projects, any intellectual property of the Company (unless previously publicly disclosed in a manner which would not and does not constitute a breach of this Agreement or any other relevant agreement) and any other research or business information concerning the Company which the Company currently treats as confidential (whether or not a trade secret under applicable law). If Stockholder is or may be obligated to disclose any such trade secret or confidential information pursuant to applicable law, regulation or legal process, then Stockholder shall provide Tekelec with prompt written notice before any such disclosure sufficient to enable Tekelec either to seek a

2

protective order or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section or both. Nothing herein shall prevent Stockholder from using or disclosing information that is generally available to the public; or

          (c) directly or indirectly, during the Restrictive Period, solicit, encourage to leave employment, or hire any officer or employee of the Company or any person who at the time of proposed hire by Stockholder had been an officer or employee of the Company within the previous 9 months, or induce or attempt to induce, or assist anyone else to induce or attempt to induce, any customer of the Company to reduce or discontinue its business with the Company or disclose to anyone else the name and/or requirements of any such customer or provide goods or services to any such customer in competition with the goods or services of the Company[; provided, however that this paragraph 2(c) shall not apply to the solicitation or hiring of Robert Orlando, Ed Delaney or Robert Lane (each an “Identified Employee”) by another Identified Employee, if such Identified Employee who was being solicited or hired, had his employment with the Company terminated by the Company prior to the commencement of employment discussions between them].

          3. Remedies. If Stockholder breaches the covenants set forth in Section 2 of this Agreement, Tekelec will be entitled to the following remedies:

          (a) money damages (if any) from Stockholder; and

          (b) injunctive or equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of Section 2 of this Agreement, it being agreed that money damages alone would be inadequate to compensate Tekelec and would be an inadequate remedy for such breach.

          4. Waiver. The rights and remedies of the parties to this Agreement are cumulative and without prejudice to any other rights or remedies under Law. 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. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

          5. Notice. Any notice, request, instruction or other document to be given hereunder shall be in writing and delivered personally or sent by telecopy or prepaid overnight courier, if to:

     Tekelec:

Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
Attention: Stuart H. Kupinsky, Senior Vice President,

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Corporate Affairs and General Counsel
Facsimile: 919-461-6845

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

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401
Attention: Katherine F. Ashton
                   Stephanie M. Hosler
Facsimile: (310) 260-4154

     Stockholder:

Telephone:                                                               
Facsimile:                                                                 
Email:                                                                        

     With a copy to:

Telephone:                                                               
Facsimile:                                                                 
Email:                                                                        

Any notice or other communication transmitted in accordance with this Section 6 shall for all purposes of this Agreement be treated as given or effective, if personally delivered, upon receipt, or, if sent by courier, upon the earlier of receipt or the end of the business day following the date of delivery to such courier, or, if telecopied, upon transmission and confirmation of receipt.

          6. Assignment; Binding Agreement. This Agreement and the rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto and their successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, delegated or assigned (by operation of Law or otherwise) by either of the parties without the prior written consent of the other party (which consent shall not be unreasonably withheld), except that Tekelec shall have the right to transfer and assign its rights hereunder to any entity which at the time of such transfer and assignment is controlled by, or under common control with Tekelec or any entity that acquires Tekelec or substantially all of its assets. Any assignment or attempted assignment in violation of this Section 7 shall be void and of no effect.

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          7. Counterparts. This Agreement may be executed simultaneously in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

          8. Right to Recover Costs and Fees. Stockholder undertakes and agrees that if Stockholder breaches this Agreement, Stockholder shall be liable for all expenses, costs and fees (including attorneys’ fees) incurred by Tekelec in enforcing its rights hereunder.

          9. Amendments. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto.

          10. Remedies Cumulative. Except as otherwise provided herein, all rights and remedies of the Parties under this Agreement are cumulative and without prejudice to any other rights or remedies under Law.

          11. Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive Laws of the State of Massachusetts, without reference to its choice of Law rules.

          12. Submission to Jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts located in the county in Massachusetts in which Camiant is located, for the purposes of any suit, action or other proceeding arising out of this Agreement. Each of the parties agrees to commence any action, suit or proceeding relating hereto in the courts located in the county in Massachusetts in which Camiant is located. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Massachusetts with respect to any matters to which it has submitted to jurisdiction in this Section 12. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts located in the county in Massachusetts in which Camiant is located, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or to raise any similar defense or objection.

          13. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

          14. Severability. If any provision of this Agreement is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be applicable in such modified form.

          15. Entire Agreement. Other than any benefits under existing Company plans and/or policies and the existing obligations of Stockholder related to non-

5

competition[, non-solicitation], confidentiality and intellectual property assignments currently in effect with Camiant, Stockholder acknowledges and agrees that he or she is not entering into this Agreement in reliance upon any term or condition not stated herein; that this Agreement is the entire agreement pertaining to the subject matter hereof; and that this Agreement supersedes any and all prior or contemporaneous agreements, arrangements, negotiations and understandings between or among Stockholder, Camiant and/or Tekelec, or any of them, whether oral or written, pertaining to ability to compete with the Company[; provided, that any non-solicitation obligation of Employee set forth in his Non-Solicitation and Non-Competition Agreement by and between Employee and the Company shall be amended and restated as set forth in this Agreement].

* * * *

6

     IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed as of the day, month and year first above written.

TEKELEC
 

By:  

Name:  

Title:  

STOCKHOLDER:
 

[SIGNATURE PAGE TO NON-COMPETITION AGREEMENT]

EXHIBIT C

CERTIFICATE OF MERGER OF

SPAN CORP., INC.
(a Delaware corporation)

WITH AND INTO

CAMIANT, INC.
(a Delaware corporation)

Pursuant to Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name and state of incorporation of each of the constituent corporations are as follows:

Camiant, Inc., a Delaware corporation

SPAN Corp., Inc., a Delaware corporation

SECOND: An Agreement and Plan of Merger, dated as of May 5, 2010, by and among Camiant, Inc., Tekelec, SPAN Corp., Inc. and Stephen Van Beaver (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Section 251(c) of the Delaware General Corporation Law. In lieu of a meeting of stockholders of the surviving corporation, the written consent of the necessary number of shares of each class and series of voting stock as required by the Delaware General Corporation Law and the Third Amended and Restated Certificate of Incorporation, as amended, of the surviving corporation was obtained in favor of the Merger Agreement, pursuant to Section 228 of the Delaware General Corporation Law.

THIRD: The name of the surviving corporation is Camiant, Inc., a Delaware corporation.

FOURTH: The Third Amended and Restated Certificate of Incorporation of Camiant, Inc. shall be amended and restated to read in its entirety as attached hereto as Exhibit A.

FIFTH: The Merger Agreement is on file at 200 Nickerson Road, 2^nd Floor, Marlborough, Massachusetts, 01752-4603, the place of business of the surviving corporation.

SIXTH: A copy of the Merger Agreement will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

SEVENTH: The merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

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     IN WITNESS WHEREOF, said surviving corporation has caused this Certificate of Merger to be signed by a duly authorized officer, the ___day of                     , 2010.

CAMIANT, INC.
 

By:  

Name:  

Title:  

Exhibit A

Fourth Amended and Restated Certificate of Incorporation of Camiant, Inc.

EXHIBIT D

(Please read the accompanying instructions carefully)

LETTER OF TRANSMITTAL TO ACCOMPANY
CERTIFICATES THAT FORMERLY REPRESENTED CAPITAL
STOCK OF CAMIANT, INC.

To: U.S. Bank National Association
West Side Flats Operations Center
60 Livingston Avenue
Mail Station – EP-MN-WS2N
St. Paul, MN 55107-2292
Telephone: (651) 495-3642
Attention: Kelli Ryman

Ladies and Gentlemen:

     In accordance with the Agreement and Plan of Merger by and among Tekelec (“Tekelec”), SPAN Corp., Inc. (“Merger Sub”), Camiant, Inc. (“Camiant” or the “Company”), and Stephen Van Beaver (the “Representative”) dated as of May 5, 2010 (the “Merger Agreement”), and in compliance with the accompanying instructions, the undersigned hereby surrenders certificate(s) that formerly represented shares of the Company’s capital stock (the “Shares”), in exchange for the Initial Merger Consideration as provided in the Merger Agreement. Capitalized terms used but not otherwise defined in this Letter of Transmittal shall have the meanings assigned to such terms in the Merger Agreement.

     Unless otherwise indicated, please wire the undersigned’s portion of the Merger Consideration to an account designated below or send a check via certified mail to the address set forth below. Please fill out the appropriate information in the table below.

DESCRIPTION OF SHARES SURRENDERED FOR INITIAL MERGER CONSIDERATION

	Shares Surrendered for Merger Consideration
	(Attach list if necessary)
Name of Owner	Certificate	Class/Series of
(Use Exact Name on certificates)	Number(s)	Stock	Number of Shares
(Address, including zip code)
(Telephone and area code)

Wire Instructions:

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     Completion and delivery of this Letter of Transmittal with respect to the Shares constitutes assent to the terms of the merger consummated pursuant to the Merger Agreement referred to above (the “Merger”) and constitutes a waiver by the undersigned of any appraisal or dissenters’ rights with respect to any Shares under the Delaware General Corporation Law (“DGCL”), as the case may be, whether or not the undersigned has previously made a written demand upon Camiant and otherwise complied with the appraisal rights provisions of the DGCL.

     In order to induce Tekelec to cause U.S. Bank National Association (the “Exchange Agent”) to issue the consideration for the Shares called for by the Merger Agreement, the undersigned hereby expressly agrees with Tekelec as follows:

     1. Merger Agreement; Escrow Agreement. The undersigned acknowledges receipt of a copy of the Merger Agreement (included herewith) and the Escrow Agreement (included herewith). The undersigned has reviewed those documents and the terms of the Merger described therein. The undersigned understands that: (a) the Escrow Amount will be retained in the Escrow Account as security for certain indemnity obligations pursuant to the Merger Agreement and (b) the Holdback Amount will be retained by the Exchange Agent (in accordance with the terms of Section 1.11 of the Merger Agreement). The undersigned acknowledges and agrees to be subject to and bound by the terms and conditions of the Merger Agreement and the Escrow Agreement substantially in the form included herewith, with such changes as the officers of the Company may approve. The undersigned further acknowledges that the Merger Consideration is subject to certain adjustments more specifically described in Section 1.4 to the Merger Agreement.

     2. Representations and Warranties. The undersigned is the exclusive owner of the Shares listed on this Letter of Transmittal, of record and beneficially, free and clear of all liens, claims and encumbrances, and has the right and power to submit them for transfer with this Letter of Transmittal. The undersigned has full power and authority to execute and deliver this Letter of Transmittal and to perform his, her or its obligations hereunder. The execution, delivery and performance of this Letter of Transmittal constitute a valid and binding obligation of the undersigned, enforceable against him, her or it in accordance with its terms. Neither the execution and delivery of this Letter of Transmittal nor the consummation of any or all of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or bylaws and any amendments thereto (or other governing instrument) of the undersigned, if any, or (ii) violate, be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any agreement or commitment to which the undersigned is a party or (iii) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other governmental body applicable to the undersigned.

     The undersigned has received and carefully reviewed the Camiant, Inc. Information Statement and Notice of Action By Written Consent and Appraisal Rights dated ___, 2010 (the “Information Statement”) delivered together with this Letter of Transmittal. The undersigned has had the opportunity to ask the Company any and all questions the undersigned may have with respect to the Information Statement, the Merger Agreement and any related documents and has also had the opportunity to consult with the undersigned’s tax, financial, legal and other advisors regarding the same.

     3. Federal Income Tax Considerations. Each Stockholder who is a U.S. person and who is to receive the Merger Consideration in the Merger will be required to furnish the Stockholder’s social security number or taxpayer identification number on Substitute Form W-9. Failure to provide this information may result in backup withholding. Each Stockholder who is a Non-U.S. person and who is to receive the Merger Consideration in the Merger will be required to furnish the appropriate Form W-8.

     EACH STOCKHOLDER IS URGED TO CONSULT WITH THE STOCKHOLDER’S OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THE STOCKHOLDER’S OWN PARTICULAR CIRCUMSTANCES.

     4. Further Actions. The undersigned will, upon request, execute and deliver any additional documents reasonably deemed appropriate or necessary by the Exchange Agent in connection with the surrender of the certificates that formerly represented the Shares.

     This Letter of Transmittal shall remain in full force and effect notwithstanding the death or incapacity of one or more or the undersigned, and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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     The undersigned agrees that the Instructions to this Letter of Transmittal constitute an integral part of this instrument and agrees to be bound thereby.

SIGN BELOW

X

(Signature(s) of stockholders)

Must be signed by registered stockholder(s) exactly as name(s) appear(s) on share certificate(s). See Instruction 1.

Dated:                                         , 2010

TRANSFER INSTRUCTIONS

To be completed only if the Merger Consideration is to be issued to person(s) other than the registered owner(s) of certificates. Issue such Merger Consideration to:

Name(s):

Address:

Social Security

No. or T. I. N.:

SPECIAL MAILING INSTRUCTIONS

To be completed only if the Merger Consideration is to be mailed to someone other than the registered holder(s) of the certificates indicated above or to the registered holder(s) at an address other than shown above.

o Please check this box if this is a permanent address change.

Name(s):

Address:

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INSTRUCTIONS TO LETTER OF TRANSMITTAL

     Pursuant to the Merger Agreement referred to in the Letter of Transmittal, the Merger Sub will merge with and into the Company and the outstanding shares of the Company’s capital stock will be converted into the right to receive the Initial Merger Consideration. In order to receive payment of the Merger Consideration, the certificates or other documentation that formerly represented Shares (the “Certificates”) must be forwarded in accordance with the following instructions. Capitalized terms used but otherwise not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

     1. Letter of Transmittal.

     The Letter of Transmittal should be properly filled in, signed and returned, together with the surrendered Certificates, to U.S. Bank National Association at the address set forth above (the “Exchange Agent”). The Letter of Transmittal and Certificates may be mailed or delivered by hand to the address shown on the face of this Letter of Transmittal. The method of delivery of all documents is at the option and risk of the surrendering Stockholder, but if sent by mail, registered mail with return receipt requested, properly insured, is recommended.

     2. Certificates in Different Names.

     This Letter of Transmittal may be used to submit more than one Certificate only if all of the Certificates are registered in exactly the same name. Otherwise, it will be necessary to complete, sign and submit as many Letters of Transmittal as there are different registrations of Certificates. If the Merger Consideration is to be issued to someone other than the registered owner(s) of the surrendered Certificate(s), the Certificate(s) must be duly endorsed in blank by the registered owner(s) thereof or accompanied by a duly executed instrument of assignment in blank, and the signature to the endorsement or assignment must be guaranteed by a commercial bank or trust company (not a savings bank) or a member of the National Association of Securities Dealers, and the information under “Transfer Instructions” must be supplied. If any of the Merger Consideration is to be mailed to an address different from the record address of your Shares, provide the information under “Special Mailing Instructions.”

     3. Signatures.

     This Letter of Transmittal shall be signed by the registered holder(s) of the Certificates submitted herewith. The signatures must correspond with the name(s) as set forth on the face of the Certificate(s), without alteration, enlargement or any change whatsoever. If the Certificate(s) submitted herewith are held of record by two or more joint owners, all such holders must sign this Letter of Transmittal.

     If this Letter of Transmittal or any Certificates are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence satisfactory to the Exchange Agent of their authority so to act must be submitted.

     4. Guarantee of Signature.

     The Certificate(s) need not be endorsed and stock powers and signature guarantees are unnecessary unless (a) the Certificate(s) is registered in a name other than that of the person surrendering the Certificate(s) or (b) such registered holder completes the Special Payment Instructions or Special Delivery Instructions. In the case of (a) above, any such Certificate(s) must be duly endorsed or accompanied by a properly executed stock power with the signature on the endorsement or stock power and on the Letter of Transmittal

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guaranteed by a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”). In the case of (b) above, only the signature on the Letter of Transmittal should be similarly guaranteed.

     5. Lost, stolen, mutilated or destroyed Certificates.

     The Exchange Agent reserves the right to require additional documentation and/or an indemnity bond in the case of lost, stolen, mutilated or destroyed Certificates. If your Certificates have been lost, stolen, mutilated or destroyed, please contact the Exchange Agent in writing for instructions.

     6. Validity of Surrender; Irregularities.

     All questions as to validity, form and eligibility of any surrender of Certificates hereunder will be determined by the Exchange Agent, and such determination will be final and binding. The Exchange Agent reserves the right to waive any irregularities or defects in the surrender of any Certificates, and its interpretations of the terms and conditions of this Letter of Transmittal (including these instructions) with respect to such irregularities or defects will be final and binding. A surrender will not be deemed to have been made until all irregularities have been cured or waived.

     7. Important Tax Information.

     Under federal income tax law, a Stockholder whose Shares are surrendered herewith is required to provide the Exchange Agent with such Stockholder’s current Taxpayer Identification Number (“TIN”) on the enclosed Substitute Form W-9. If such Stockholder is an individual, the TIN is his or her Social Security number. For businesses and other entities, the number is the Employer Identification Number. If the Exchange Agent is not provided with the correct TIN, the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Merger Consideration to which the Stockholder is entitled with respect to Shares surrendered in connection with the Merger and any interest earnings on the Escrow Amount may be subject to backup withholding.

     Certain Stockholders are not subject to these backup withholding and reporting requirements. See the enclosed W-9 Guidelines for additional instructions. Exempt Stockholders should furnish their TIN, check the exemption in Part 4 of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent.

     If backup withholding applies, the Exchange Agent is required to withhold 28% of any cash payment made to the Stockholder with respect to Shares surrendered in connection with the Merger Agreement and any interest earnings on the Escrow Account. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the Internal Revenue Service may be obtained. Failure to comply truthfully with the backup withholding requirements may also result in the imposition of severe criminal and/or civil fines and penalties.

     Purpose of Substitute Form W-9

     To prevent backup withholding on any cash payment made to a Stockholder with respect to the Shares surrendered in connection with the Merger Agreement and any interest earnings on the Escrow Amount, the Stockholder is required to notify the Exchange Agent of his or her correct TIN (Social Security number or Employer Identification Number) by completing the enclosed Substitute Form W-9 and certifying that the TIN provided on Substitute Form W-9 is correct (or that such Stockholder is awaiting a TIN). In

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addition, the Stockholder must complete Part 2 of the Substitute Form W-9, check the appropriate box, and date and sign as indicated.

     What Number to Give the Exchange Agent

     The Stockholder is required to give the Exchange Agent the Social Security Number or Employer Identification Number of the record owner of the Shares being surrendered for payment in connection with the Merger Agreement.

     Substitute Form W-8 for Foreign Persons

     If the surrendering Stockholder is a nonresident alien or foreign entity not subject to backup withholding, instead of submitting a Substitute Form W-9, such Stockholder must give the Exchange Agent the appropriate Form W-8. If a nonresident alien or foreign entity Stockholder does not provide the Exchange Agent with the appropriate Form W-8, the Stockholder will be subject to backup withholding on reportable payments.

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX “APPLIED FOR” IN PART I OF SUBSTITUTE FORM W-9

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that I must provide a taxpayer identification number to the Exchange Agent within 60 days of submitting this Substitute Form W-9 and that I will be subject to backup withholding at the applicable rate on all reportable payments until I provide my taxpayer identification number to the Exchange Agent. I also understand that if I provide my taxpayer identification number to the Exchange Agent within 60 days, the Exchange Agent will refund any amounts backup withheld from reportable payments made during the 60-day period, and if I do not provide the Exchange Agent with my taxpayer identification number within the 60-day period, the Exchange Agent will remit such previously retained amounts to the IRS as backup withholding.

Signature

Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING AT A 28% RATE ON ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER AGREEMENT.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

     Guidelines For Determining the Proper Identification Number to Give the Payer – Social Security Numbers (“SSNs”) have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification Numbers (“EINs”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

			Give the name and
	Give the Name and Social		Employer Identification
For this type of account:	Security Number	For this type of account:	Number
1. Individual	The individual	6. Disregarded entity not owned by an individual	The owner
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7. A valid trust, estate, or pension trust	Legal entity (4)
3.   Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.   Corporation or LLC electing corporate status on Form 8832	The corporation
4.   a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)	9.   Association, club, religious, charitable, educational or other tax-exempt organization	The organization
b. The so-called trust account that is not a legal or valid trust under State law	The actual owner (1)	10. Partnership or multi-member LLC	The partnership or LLC
		11. A broker or registered nominee	The broker or nominee
5.   Sole proprietorship or disregarded entity owned by an individual	The owner (3)	12.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments)	The public entity

(1)	List first and circle the name of the person whose SSN you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN, but the Internal Revenue Service encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title).

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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Purpose of Form

A person who is required to file an information return with the IRS must get your correct Taxpayer Identification Number (“TIN”) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are U.S. person (including a resident alien), to provide your correct TIN to the requester (the person requesting your TIN) and, when applicable, to (1) certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) certify you are not subject to backup withholding, or (3) claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income The TIN provided must match the name given on the Substitute Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

§	An individual who is a U.S. citizen or U.S. resident alien,
§	A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,
§	An estate (other than a foreign estate), or
§	A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

§	The U.S. owner of a disregarded entity and not the entity,
§	The U.S. grantor or other owner of a grantor trust and not the trust, and
§	The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Taxpayer Identification Number (TIN)

If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter this number in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

How to Get a TIN

If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

If you do not have a TIN, check the “Applied For” box in Part 3, sign and date the Substitute Form W-9 and Certificate Awaiting Taxpayer Identification Number, and give it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Checking the “Applied For” box on the form means that you have already applied for a TIN or that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the payer.

CAUTION: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Payees Exempt from Backup Withholding

Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8, Certificate of Foreign Status.

The following is a list of payees that may be exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) and any person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: (i) medical and health care payments, (ii) attorneys’ fees, and (iii) payments for services paid by a federal executive agency. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends.

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(1) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.

(4) A foreign government, a political subdivision of a foreign government, or any of their agencies or instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

(6)	A corporation.
(7)	A foreign central bank of issue.

(8) A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE “EXEMPT PAYEE” BOX IN PART 4 ON THE FACE OF THE FORM IN THE SPACE PROVIDED, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Payments Exempt from Backup Withholding

Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations. The following payments are not generally subject to backup withholding:

Dividends and Patronage Payments

§	Payments to nonresident aliens subject to withholding under section 1441.
§	Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
§	Payments of patronage dividends not paid in money.
§	Payments made by certain foreign organizations.
§	Section 404(k) distributions made by an ESOP.

Interest Payments

§	Payments of interest on obligations issued by individuals. Note: You are subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business. Backup withholding applies to the reportable payment if the payee has not provided a TIN or provided an incorrect TIN.
§	Payments described in section 6049(b)(5) to nonresident aliens.
§	Payments on tax-free covenant bonds under section 1451.
§	Payments made by certain foreign organizations.
§	Mortgage or student loan interest paid to you.

Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. The penalties described below may also apply.

Penalties

Failure to Furnish TIN. If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the payer discloses or uses TINs in violation of federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE

Exhibit E

ESCROW AGREEMENT

     This ESCROW AGREEMENT (the “Escrow Agreement”) is made as of                      ___, 2010, by and among Tekelec, a California corporation (“Tekelec”), Camiant, Inc., a Delaware corporation (“Camiant”), Stephen Van Beaver (the “Representative”), as the representative of the holders of the Shares, and U.S. Bank National Association (the “Escrow Agent”).

RECITALS

     A. Tekelec and Camiant have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2010, pursuant to which, among other things, the parties thereto agreed to the merger of a subsidiary of Tekelec with and into Camiant.

     B. The transactions contemplated by the Merger Agreement are being closed (the “Closing”) contemporaneously with the execution of this Escrow Agreement.

     C. Pursuant to the Merger Agreement, a certain portion of the Merger Consideration is to be deposited in escrow, subject to the terms and conditions of the Merger Agreement and this Escrow Agreement.

     D. The Escrow Agent has agreed to hold the Escrow Funds (as hereinafter defined) and disburse and apply the same in accordance with the terms and conditions of this Escrow Agreement.

     NOW, THEREFORE, in consideration of the promises and the mutual agreements expressed herein and in the Merger Agreement, the parties hereto agree as follows:

     1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Merger Agreement.

     2. Appointment of Escrow Agent. Camiant and the Representative, on its own behalf and on behalf of all of the holders of the Shares, Vested Options and Comercia Warrants, hereby appoint the Escrow Agent to serve as escrow agent hereunder and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent hereunder and to accept, hold and distribute the Escrow Funds in accordance with and subject to the terms and conditions hereof.

     3. Deposit of Escrow Funds.

          3.1. Pursuant to Section 1.12 of the Merger Agreement, Tekelec has deposited with the Escrow Agent $12,488,522.00 (the “Escrow Deposit”). The Escrow Agent hereby acknowledges receipt of the Escrow Deposit.

          3.2. The Escrow Deposit and any income earned thereon are referred to herein collectively as the “Escrow Funds.”

     4. Investments.

          4.1. The Escrow Agent shall cause the Escrow Funds from time to time to be invested and reinvested as directed in writing by the Representative, in Authorized Investments, provided that all such investments shall have appropriately blended maturities but in no event shall any individual investment mature more than 91 days from the date of investment or reinvestment. For the purpose of this Escrow Agreement, “Authorized Investments” means (1) short term interest bearing or discount debt obligations issued or guaranteed by the Government of the United States and/or (2) money market funds rated AAA by Standard and Poor’s which invests in short term interest bearing or discount debt obligations issued or guaranteed by the Government of the United States including funds offered by the Escrow Agent. Any direction by the Representative to the Escrow Agent as to investment or reinvestment of funds shall be in writing and shall be provided to the Escrow Agent no later than 9:00 a.m. on the day on which the investment is to be made. Any such direction received after 9:00 a.m. or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. the next Business Day. If a direction is not received, the Escrow Agent shall not have any obligation to invest the Escrow Funds in Authorized Investments and pending receipt of same shall be entitled to hold such Escrow Funds uninvested in its trust account.

          4.2. All earnings, dividends or other property (including securities) received in connection with the Escrow Funds shall be converted into cash and invested as provided in this Section 4. The Escrow Agent shall supply a written statement to Tekelec and the Representative monthly listing all transactions with respect to the Escrow Funds during each such period.

          4.3. The Escrow Agent shall not be held liable for any losses incurred in the investments of any funds in Authorized Investments provided that the Escrow Agent is not grossly negligent or does not act willfully or in bad faith in connection with such investments.

     5. Application of Escrow Funds to Claims of Tekelec.

          5.1. If Tekelec claims that a Parent Indemnified Person has suffered Indemnified Losses for which it is entitled to indemnification under Section 7.2 of the Merger Agreement at any time prior to 11:59 p.m. on                      [insert date 15 months from Closing] (the “Release Date”), Tekelec shall deliver the written notice required by Section 7.4 of the Merger Agreement (any notice from Tekelec under this Section 5 shall be referred to as a “Release Notice”) to the Representative and the Escrow Agent to release from the Escrow Funds such amount (the “Claimed Amount”). The parties acknowledge that there may be multiple Release Notices given by Tekelec during the term hereof and that any Release Notice may be amended by Tekelec from time to time on or prior to the Release Date (e.g., to increase or decrease the Claimed Amount stated therein), any such amendment being effective as of and from the date of delivery thereof to the Representative and the Escrow Agent. Forty (40) days following delivery of the Release Notice, the Claimed Amount shall be paid by the Escrow Agent out of the Escrow Funds to or at the direction of Tekelec in accordance with the Release Notice unless the Representative disputes the validity or amount of such claim by notifying Tekelec and the Escrow Agent in writing, containing a description in reasonable detail of the basis for the dispute and the amount in dispute (a “Dispute Notice”), within forty (40) calendar days after Tekelec has provided the Representative

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with its Release Notice. If a Dispute Notice has not been delivered to Tekelec and the Escrow Agent within the required forty (40) calendar day period, the Escrow Agent shall promptly disburse from the Escrow Funds to or at the direction of Tekelec the portion of the Escrow Funds set forth in the Release Notice.

          5.2. In the event that a Dispute Notice signed by the Representative has been provided to Tekelec and the Escrow Agent within the required forty (40) calendar day period, at the end of the forty (40) day period, the Escrow Agent shall distribute promptly to or at the direction of Tekelec the undisputed portion (if any) of the amount set forth in the Release Notice, and withhold the amount in dispute (the “Disputed Amount”), which amount shall be resolved in accordance with this Section 5.2. The Disputed Amount shall be held by the Escrow Agent in accordance with the terms hereof until the earlier to occur of the following: (i) the Representative and Tekelec jointly direct the disbursement of the Disputed Amount by delivering written instruction to the Escrow Agent, or (ii) the Escrow Agent receives a copy of a final judgment or order of a court of competent jurisdiction (a “Directive”) with respect to the Disputed Amount (which judgment or order shall also be delivered by Tekelec to the Representative or by the Representative to Tekelec, as the case may be). Upon receipt of such instructions or Directive, or as promptly as practicable but in no event more than three (3) calendar days after receipt of such instructions or Directive, the Escrow Agent shall disburse or continue to hold (as the case may be) the Disputed Amount, as required by such instructions or Directive, as the case may be.

     6. Final Distribution of Escrow Funds. Promptly following the Release Date, the Escrow Agent shall distribute to the Holders (as such term is defined below) in accordance with this Section 6) the Escrow Funds remaining in the Escrow Account; provided, however, the Escrow Agent shall retain (and not deliver to the Holders) such Escrow Funds in the amount equal to any Disputed Amounts outstanding on the Release Date which have not been resolved in accordance with Section 5 and all Claimed Amounts that have not then been paid to Tekelec or disputed by the Representative in accordance with Section 5 hereof. Following the resolution of any Disputed Amounts in accordance with Section 5 hereof, the Escrow Agent shall promptly (but in no event later than five (5) calendar days thereafter) distribute the Disputed Amounts as provided in the Directive or in written instructions from Tekelec and the Representative (less any reasonable out of pocket costs and expenses incurred by the Representative in connection with services hereunder to the extent the Representative has not previously been reimbursed for such amounts) to the applicable Persons set forth on Exhibit A attached hereto (each a “Holder”), in each case as determined in accordance with the terms and conditions of the Merger Agreement, including with respect to Section 7.2(c) of the Merger Agreement.

     7. Certain Covenants. All interest and other income earned from the investment of the Escrow Deposit shall be allocated and reported to Tekelec for tax purposes. Tekelec agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent prior to the date on which any income earned on the investment of the Escrow Deposit is credited to such Escrow Funds. Tekelec understands that, in the event its tax identification number is not certified to the Escrow Agent, the Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrow Deposit and Escrow Funds. In the event that Tekelec does not certify its tax identification number to the Escrow Agent and backup withholding is

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applied to the Escrow Funds, Tekelec agrees to deposit an amount equal to the amount withheld to the Escrow Funds. Tekelec and the Representative agree that the Escrow Agent shall report the interest earnings to Tekelec on the appropriate tax forms and, to the extent required by the Code, withhold the appropriate tax. The Representative agrees that it will use its reasonable efforts to timely provide to the Escrow Agent or Tekelec each Holder’s Certification of Taxpayer Identification Number on Substitute Form W-9 or Substitute Form W-8BEN from each Holder. In addition, Tekelec and the Representative hereby agree that they will make all reasonable efforts to resolve as quickly as possible any claims still pending pursuant to Section 5 or 6 at the time a disbursement is required to be made hereunder.

     8. Joint Written Instructions and Directions; Disbursements. Notwithstanding any other provisions of this Escrow Agreement, the Escrow Agent shall deal with the Escrow Funds, or any part thereof, at any time in accordance with any directions given in an undisputed Release Notice or jointly given in writing by Tekelec and the Representative to the Escrow Agent or in a Directive. The parties hereto agree that all disbursements required to be made hereunder shall be made to the Holders by wire transfer or check and to or at the direction of Tekelec by wire transfer of immediately available funds in accordance with the wire transfer instructions specified in the notice directing the Escrow Agent to make such disbursement.

     9. Provisions Concerning the Escrow Agent.

          9.1. This Escrow Agreement sets forth, exclusively, the duties of the Escrow Agent and no additional duties or obligations shall be inferred herefrom or implied hereby.

          9.2. The Escrow Agent shall not be responsible for the validity of any documents or other property delivered to it pursuant hereto, may act and rely conclusively upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instructions hereunder, believed by the Escrow Agent to be authorized, has been duly authorized so to do.

          9.3. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may in good faith do or refrain from doing in connection herewith, except to the extent that any act or omission constitutes gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

          9.4. The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the advice of such counsel.

          9.5. The Escrow Agent shall not be bound by any modification of this Escrow Agreement unless it shall have specifically consented thereto in writing.

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          9.6. The Representative, on the one hand, and Tekelec, on the other hand, shall each upon demand pay to the Escrow Agent fifty-percent (50%) of the amount of for its services as set forth on Schedule III attached hereto and incorporated herein and reimburse Escrow Agent all reasonable expenses, including the reasonable fees and expenses of counsel, which the Escrow Agent may incur, and its normal fees for all services rendered, in each case in connection with the discharge of its duties, and the exercise or enforcement of the rights of the parties hereunder. The Escrow Agent may deduct any unpaid fees from the Escrow Funds. In the event the Escrow Agent deducts any unpaid fees for which Tekelec is responsible hereunder from the Escrow Funds, Tekelec shall promptly deposit into the Escrow Account Tekelec’s portion of such unpaid fees and in the event the Escrow Agent deducts any unpaid fee for which any of the holders of the Shares is responsible hereunder from the Escrow Funds, the Holders shall promptly deposit into the Escrow Account such Holder’s portion of such unpaid fees.

          9.7. The Escrow Agent may resign by giving written notice to Tekelec, Camiant and the Representative of such resignation, specifying a date upon which such resignation shall take effect, which shall in no event be earlier than thirty (30) days after the giving of such notice, and shall be discharged from its duties and obligations upon the appointment of a successor Escrow Agent as hereafter provided and the delivery to such successor of the Escrow Funds. Immediately upon receipt of such notice, Tekelec, Camiant and the Representative shall appoint a successor Escrow Agent who shall be mutually acceptable to them. Any such successor Escrow Agent shall deliver to Tekelec, Camiant and the Representative and to the resigning Escrow Agent a written instrument accepting such appointment hereunder, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder, and shall be entitled to receive the Escrow Funds. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of the 30-day period, Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorney’s fees which Escrow Agent incurs in connection with such a proceeding shall be paid by the parties hereto. Any company into which the Escrow Agent may be merged or with which it may be consolidated, or any company to whom Escrow Agent may transfer a substantial amount of its Escrow business, shall be the Successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the Parties, anything herein to the contrary notwithstanding.

          9.8. In the event of any dispute between Tekelec, Camiant or the Representative, or between the Escrow Agent and any one or more of the other parties hereto, with regard to the Escrow Agent or its duties, or any other matter concerning the disposition of the Escrow Funds or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may deposit the Escrow Funds with any court described in Section 9.9 of the Merger Agreement pending the decision of such court, and the Escrow Agent shall be entitled to refrain from action pending, and rely upon, the decision of such court. The rights of the Escrow Agent under this Section 9.8 are cumulative of all other rights which it may have by law or otherwise.

          9.9. The parties to the Escrow Agreement (other than the Escrow Agent) hereby agree that the Escrow Agent shall be indemnified from and against any loss, liability or expense reasonably incurred, without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the Escrow Agreement, including the expense of defending itself against any claim or liability arising therefrom. Any payment required to be made pursuant to

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this Section 9.9 shall be paid from the Escrow Fund. The Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. Notwithstanding the foregoing, Tekelec and the Representative (jointly and severally) agree that any payment required to be made pursuant to this Section 9.9 shall be paid fifty percent (50%) by Tekelec and fifty percent (50%) by the Representative. The Escrow Agent may deduct any unpaid amounts from the Escrow Funds. In the event the Escrow Agent deducts any unpaid amounts for which Tekelec is responsible under this Section 9.9 from the Escrow Funds, Tekelec shall promptly deposit into the Escrow Account Tekelec’s portion of such unpaid amounts and in the event the Escrow Agent deducts any unpaid amounts for which the Representative is responsible hereunder from the Escrow Funds, the Representative shall promptly deposit into the Escrow Account the Representative’s portion of such unpaid amounts.

          9.10. Tekelec and the Representative together may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect. In the event of such termination, Tekelec and the Representative shall before the date of such termination jointly appoint a successor Escrow Agent, and the Escrow Agent shall deliver the remaining Escrow Funds to such successor Escrow Agent.

     10. Provisions Concerning the Representative.

          10.1. Until the later of the Release Date or the date on which no Escrow Funds remain held in escrow hereunder, the Representative shall, and shall have full power and authority to, exclusively act on behalf of each Holder in connection with all matters relating to this Escrow Agreement and the Merger Agreement. The Representative shall also have full power and authority to give and receive notices by or on behalf of each Holder.

          10.2. By giving notice to the Representative in the manner provided by Section 11, a party shall be deemed to have given notice to all of the Holders and any action taken by the Representative may be considered by any other party to be the action of each such Holder for all purposes, including for all purposes of this Escrow Agreement and the Merger Agreement. In addition, the parties hereto acknowledge and agree that (i) none of the Holders shall be entitled to individually take any action which the Representative is authorized hereunder to take on behalf of such Holders and (ii) the failure of the Representative to take any action it is permitted or authorized to take hereunder on behalf of the Holders during the applicable time period in which such action is permitted to have been taken by the Representative, including, without limitation, providing any Dispute Notice hereunder or under the Merger Agreement, shall be deemed for all purposes to constitute a complete waiver and release by each Holder of the right to individually take any such action. Notwithstanding the foregoing, nothing in this Escrow Agreement shall be construed in any way to create any obligation of the Representative with respect to the indemnification obligations of the Holders under Section 7.2(b) of the Merger Agreement.

          10.3. In the event that the Representative is unable or refuses to serve, the Holders will promptly notify Tekelec and the Escrow Agent in writing of the designation by the Major Stockholders of successors to act as the Representative hereunder.

     11. Notices and Written Directions. All notices, requests, demands, and other communications required or permitted under this Escrow Agreement shall be in writing and signed

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by an authorized representative as identified pursuant to Schedule II, and shall be deemed to have been duly given and made upon being delivered either by courier or fax delivery to the party for whom it is intended and by depositing such notice, postage prepaid, certified or registered mail, return receipt requested, in the United States mail, bearing the address shown in this Section 11 for, or such other address as may be designated in writing hereafter by, such party:

If to Tekelec or Camiant:

Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
Attention: Stuart H. Kupinsky, Senior Vice President,
Corporate Affairs and General Counsel
Facsimile: 919-461-6845

with a copy to:

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401
Attention: Katherine F. Ashton
                   Stephanie M. Hosler
Facsimile: (310) 260-4154

If to the Representative:

Stephen Van Beaver
c/o Pilot House Ventures
The Pilot House
Lewis Wharf
Boston, MA 02110
Facsimile: (617) 227-0973

with a copy to:

Wilmer Cutler Pickering Hale and Dorr LLP
Bay Colony Corporate Center
1100 Winter Street
Waltham, MA 02451
Attention: Susan L Mazur
Facsimile: 781-966-2100

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If to the Escrow Agent:

U.S. Bank National Association
One U.S. Bank Plaza
Mail Code: SL-MO-T6CT
St. Louis, MO 63101
Attention: Brian J. Kabbes
Facsimile: 314-418-3943

     12. Transfer of Interests. The interests of the Holders or the Representative in the Escrow Funds and the rights and obligations of the parties hereunder may not be transferred except by operation of law, and will not be represented by any certificate or instrument. Neither Tekelec, the Representative nor the Holders shall be entitled to withdraw the Escrow Funds except as provided hereunder or to substitute any other property therefore.

     13. Liabilities of Tekelec, Representative and Holders. Neither the depositing hereunder of the Escrow Deposit nor any of the other provisions of this Escrow Agreement shall directly or indirectly limit or expand any of the liabilities or obligations of any of Tekelec, Camiant, the Representative or the Holders to any other party under the Merger Agreement.

     14. Counterparts. Counterpart copies of this Escrow Agreement may be signed by all parties and signature pages exchanged by fax or otherwise. The parties intend that counterpart copies signed and exchanged as provided in the preceding sentence shall be fully binding. Counterpart originals of this Escrow Agreement shall be exchanged by U.S. mail or express service at the earliest reasonable date following the exchange of signature pages fax.

     15. Amendment; Waiver. No modification, amendment or waiver of any provision of this Escrow Agreement will be effective unless such modification, amendment or waiver is approved in writing by Camiant, Tekelec, the Representative, and the Escrow Agent. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

     16. Binding Effect; Assignment. This Escrow Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto.

     17. Headings. The headings of the various sections of this Escrow Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Escrow Agreement.

     18. Severability. If any provision of this Escrow Agreement shall be determined to be illegal or unenforceable, the remaining provisions of this Escrow Agreement shall remain in full force and effect, and this Escrow Agreement shall be construed as if the illegal or

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unenforceable provision were not a part hereof, so long as the remaining provisions of this Escrow Agreement shall be sufficient to carry out the overall intent of the parties as expressed herein.

     19. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine.

     20. Further Assurances. Each party hereto shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Escrow Agreement.

     21. Third Party Beneficiary . Nothing set forth in this Escrow Agreement shall be construed to confer any benefit to any third party who is not a party to this Escrow Agreement.

     22. Venue and Jurisdiction. Any disputes arising out of, in connection with or with respect to this Escrow Agreement, the subject matter hereof, the performance or non-performance of any obligation hereunder, or any of the transactions contemplated hereby shall be adjudicated as set forth in Section 9.9 of the Merger Agreement.

     23. Patriot Act. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity Escrow Agent will ask for documentation to verify its formation and existence as a legal entity. Escrow Agent may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

     24. Security Advice Waiver. The parties hereto acknowledge that regulations of the Comptroller of the Currency grant them the right to receive brokerage confirmations of security transactions as they occur. The parties hereby specifically waive such notification to the extent permitted by law and acknowledge that they will receive periodic cash transaction statements, which will detail all investment transactions.

     [The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date first set forth above.

TEKELEC
By:
Name:
Title:
By:
Name:
Title:
CAMIANT, INC.
By:
Name:
Title:
REPRESENTATIVE
Stephen	Van Beaver, as Representative
By:
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:

Signature Page to the Escrow Agreement

Exhibit A

Persons Entitled to Distributions from the Escrow Account
Pursuant to Section 6 of the Escrow Agreement

Holder Pro Rata Portion

SCHEDULE II

Representatives:

     The following person(s) are hereby designated and appointed as authorized representatives for Tekelec under the Escrow Agreement (only one signature shall be required for any direction):

Name	Specimen signature
Name	Specimen signature
Name	Specimen signature

     The following person(s) are hereby designated and appointed as authorized representatives for Camiant under the Escrow Agreement (only one signature shall be required for any direction):

Name	Specimen signature
Name	Specimen signature
Name	Specimen signature

     The following person(s) are hereby designated and appointed as authorized representatives for Representative under the Escrow Agreement (only one signature shall be required for any direction):

  Name  Specimen signature

SCHEDULE III

Schedule of Fees for Services as Escrow Agent

I. Acceptance Fee: $1,000

The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a flat one-time fee, payable at closing.

II. Annual Administration Fee: $3,500

Annual administration fee for performance of the routine duties of the escrow agent associated with the management of the account. Administration fees are payable annually in advance, without proration. This includes up to 75 disbursements per year by check or wire and applicable 1099 reporting.

III. Disbursement and Reporting Processing Fees: $75 per disbursement in excess of 75 per year

Processing fees cover the routine duties of escrow agent associated with the administration of the account. This includes payment by check or wire and applicable 1099 reporting. This assumes that the escrow agent will receive complete and accurate payment and taxpayer information, upon which it can conclusively rely, on a timely basis.

IV. Out-of-Pocket Expenses: At Cost

Reimbursement of reasonable out-of-pocket expenses associated with the performance of our duties, including but not limited to fees and expenses of legal counsel, accountants and other agents, tax preparation, reporting and filing, publications, and filing fees.

V. Extraordinary Expenses:

Extraordinary services are duties or responsibilities of an unusual nature but not provided for in the governing documents or otherwise set forth in this schedule, including without limitation amendments, specialized reporting, use investments not automated with the Escrow Agent’s trust accounting system, and actual or threatened litigation or arbitration proceedings. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or our hourly rate then in effect.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

Beneficial owner Directive Regarding
The Shareholder Communications Act of 1985, SEC Rule 14b-2

The Shareholder Communications Act of 1985 and its regulation require that banks and trust

companies make an effort to facilitate communication between registrants of U.S. securities and the parties who have the authority to vote or direct the voting of those securities regarding proxy dissemination and other corporate communications. Unless you indicate your objection in writing, we will provide the obligatory information to the registrant upon request. Your objection will apply to all securities held for you in the account now and in the future unless you notify us in writing.

EXHIBIT F

FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CAMIANT, INC.

          FIRST: The name of the Corporation is Camiant, Inc.

          SECOND: Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share.

          FIFTH: All corporate powers of the Corporation shall be exercised by or under the direction of the Board of Directors except as otherwise provided herein or by applicable law. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized:

          (i) to adopt, amend or repeal Bylaws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal Bylaws made by the Board of Directors; and

          (ii) from time to time to determine whether and to what extent, at what time and place, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of any stockholder; and no stockholder shall have any right to inspect any account or book or document of the Corporation except as provided by applicable law or the Bylaws of the Corporation or as authorized by resolution of the stockholders or Board of Directors of the Corporation.

          SIXTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director; provided, however, that the foregoing shall not be deemed to eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. This provision is not intended to eliminate or narrow any defenses to or protection against liability otherwise available to directors of the Corporation. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

          SEVENTH:

          A. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. Every person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom such person is a legal representative is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation or for its benefit as a director, officer, employee, trustee or agent of, or in a similar capacity with, any other corporation, or as the representative of the Corporation in a partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, shall be indemnified and held harmless by the Corporation against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) actually and reasonably paid or incurred by such person or on such person’s behalf in connection therewith, including any appeals therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person.

          B. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, employee, trustee or agent of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys fees’) which the Court of Chancery shall deem proper.

          C. Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections A and B of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or

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proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation; (iii) a plea of guilty or nolo contendere by the Indemnitee; (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

          D. Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section D. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

          E. Advancement of Expenses. Subject to the provisions of Section F below, in the event that the Corporation does not assume the defense pursuant to Section D of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay the expenses (including attorneys fees) incurred by an Indemnitee in defending any such civil or criminal action, suit, proceeding or investigation or any appeal therefrom in advance of its final disposition upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if ultimately it should be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.

          F. Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Sections A, B, C or E of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of

3

expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within sixty (60) days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section A, B or E the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section A or B, as the case may be. Such determination shall be made in each instance by: (1) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum; (2) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question; (3) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (4) a court of competent jurisdiction.

          G. Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section F. Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section F that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

          H. Subsequent Amendment. No amendment, termination or repeal of this Article or amendment, termination or repeal of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

          I. Other Rights. The indemnification and advancement of expenses provided by this Article shall not be exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), Bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

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          J. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

          K. Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance, at the Corporation’s expense, to protect itself and any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation or for its benefit as a director, officer, employee or agent of any other corporation, or as the representative of the Corporation in a partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware.

          L. Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

          M. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

          N. Subsequent Legislation. If the General Corporation Law of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

          O. Bylaws. The Board of Directors may adopt Bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Delaware, as amended from time to time.

          EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Fourth Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors and officers herein are granted subject to this reservation.

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EXHIBIT G

Amended and Restated
Bylaws
of
Camiant, Inc.

Article I
Stockholders

          Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Stockholders may, unless the certificate of incorporation, as amended from time to time (the “Certificate of Incorporation”) otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

          Section 1.2. Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

          Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

          Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these Bylaws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so

present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these Bylaws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

          Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

          Section 1.7. Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

          Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is

2

fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

          Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

          Section 1.10. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Article II
Board of Directors

          Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

          Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President

3

or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

          Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

          Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

          Section 2.5. Telephonic Meetings Permitted. Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting.

          Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of Incorporation or these Bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

          Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

          Section 2.8. Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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Article III
Committees

          Section 3.1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation; but no such committee shall have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these Bylaws; and, unless the resolution expressly so provided, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

          Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws.

Article IV
Officers

          Section 4.1. Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Each such officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights

5

of such officer, if any, with the Corporation, but the election or appointment of an officer shall not of itself create contractual rights. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

          Section 4.2. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

Article V
Stock

          Section 5.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Article VI
Miscellaneous

          Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

          Section 6.2. Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

          Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of

6

the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

          Section 6.4. Indemnification of Directors, Officers and Employees. The Corporation shall have power to indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation.Section 6.5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

          Section 6.6. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

          Section 6.7. Amendment of Bylaws. These Bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether or not adopted by them.

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EX-4.2

Exhibit 4.2

     EXECUTED VERSION

SHARE PURCHASE AGREEMENT

by and among

STEPHAN OUAKNINE

and

WINVEST INC.

and

EDIE LEDANY

and

9129-2144 QUEBEC INC.

and

9129-2136 QUEBEC INC.

and

MICHAEL ROSENTHAL

and

JOHN GROBSTEIN

and

POSITRON INC.

and

171033 CANADA INC.

and

171036 CANADA INC.

and

CAPITAL BRINVEST INC.

and

TEKELEC

and

TEKELEC CANADA INC.

Dated as of May 5, 2010

ii

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.1	Definitions		1
ARTICLE II PURCHASE AND SALE OF SHARES			10
Section 2.1	Purchase and Sale of Shares; Escrow.		10
Section 2.2	Closing.		11
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS			15
Section 3.1	Corporate Status.		15
Section 3.2	Authorization		15
Section 3.3	No Conflict		15
Section 3.4	Consents and Approvals		15
Section 3.5	Capital Structure.		16
Section 3.6	Financial Statements		16
Section 3.7	Undisclosed Liabilities		17
Section 3.8	Indebtedness.		17
Section 3.9	Absence of Certain Changes.		17
Section 3.10	Accounts Receivable; Inventories.		18
Section 3.11	Insurance.		19
Section 3.12	Bank Accounts.		20
Section 3.13	Officers, Directors, Employees, Consultants and Agents; Compensation		20
Section 3.14	Labour.		21
Section 3.15	Customers and Suppliers.		22
Section 3.16	Product Liability Claims.		22
Section 3.17	Product and Service Warranties.		22
Section 3.18	Legal Proceedings.		23
Section 3.19	Compliance with Laws.		23
Section 3.20	Environmental Matters.		23
Section 3.21	Taxes.		24
Section 3.22	Employee Benefit Plans		27
Section 3.23	Corporation Contracts.		28
Section 3.24	Personal Property.		32
Section 3.25	Real Property.		32
Section 3.26	Intellectual Property.		33
Section 3.27	Affiliated Transactions.		38
Section 3.28	Assets Used in the Business.		39
Section 3.29	Books and Records.		39
Section 3.30	Brokers' Fees.		39
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER			39
Section 4.1	Corporate Status.		39
Section 4.2	Authorization.		39
Section 4.3	Legal Proceedings.		40
Section 4.4	Brokers' Fees.		40
Section 4.5	No Conflict.		40

		Page
Section 4.6	Consents and Approvals.		40
Section 4.7	No Vote Required.		40
Section 4.8	Financing.		40
ARTICLE V COVENANTS			41
Section 5.1	Publicity.		41
Section 5.2	Further Actions.		41
Section 5.3	Filings; Authorizations.		41
Section 5.4	Termination of Agreements		42
Section 5.5	Tax Matters.		42
Section 5.6	Post-Closing Access.		44
Section 5.7	Non-Competition.		44
Section 5.8	Directors' and Officers' Indemnification and Insurance.		45
Section 5.9	Undertaking by Tekelec.		46
Section 5.10	Undertaking by Tekelec Parties.		46
ARTICLE VI INDEMNIFICATION			46
Section 6.1	Survival		46
Section 6.2	Obligations of the Sellers		46
Section 6.3	Obligations of the Tekelec Parties.		48
Section 6.4	Indemnification Procedures.		48
Section 6.5	Principles of Indemnification		49
ARTICLE VII MISCELLANEOUS			50
Section 7.1	Assignment; Binding Effect.		50
Section 7.2	Governing Law.		50
Section 7.3	Dispute Resolution.		50
Section 7.4	Notices.		52
Section 7.5	Headings.		55
Section 7.6	Fees and Expenses.		55
Section 7.7	Entire Agreement.		55
Section 7.8	Interpretation.		55
Section 7.9	Disclosure		56
Section 7.10	Waiver and Amendment.		56
Section 7.11	Counterparts; Facsimile Signatures.		56
Section 7.12	Third-Party Beneficiaries.		56
Section 7.13	Currency.		56
Section 7.14	Applicable Exchange Rate		56
Section 7.15	Specific Performance.		57
Section 7.16	Language.		57
Section 7.17	Severability.		57

2

LIST OF EXHIBITS

Exhibit A	Ownership of Corporation’s Shares
Exhibit B	Disbursement of Purchase Price to Sellers
Exhibit C	Form of Escrow Agreement
Exhibit D	Form of Sellers’ Counsel and Corporation’s Counsel Legal Opinions
Exhibit E	Form of Release and Discharge

INDEX OF DEFINED TERMS

	Page
Accounts Receivable		20
Action		1
Affiliate		2
Agreement		2
Asserted Liability		2, 51
Basket		2, 49
Business		2
Business Day		2
Ceiling		2, 49
Claim Notice		2, 51
Closing		2, 12
Closing Date		2
Competitive Business		2
Contract		2
Corporate Sellers		3
Corporation		1, 3
Corporation Balance Sheet		3
Corporation Balance Sheet Date		3
Corporation Contracts		3, 30
Corporation Financial Statements		3
Corporation Intellectual Property		3
Corporation Intellectual Property Agreement		3, 36
Corporation Intellectual Property License		3, 35
Corporation Leases		3, 34
Corporation Manufacturing Tools		3
Corporation Plans		3
Corporation Software		4
Discharge		4
Dispute		4, 53
Draft Return		4, 45
Employment Agreement		4
Encumbrance		4
Environmental Laws		4
Escrow Agent		4
Escrow Agreement		4
Escrow Deposit		4
GAAP		4
Governmental Entity		5
Hazardous Substance		5
ICC Court		5, 54

	Page
ICC Rules		5, 53
Identified Employees		5
Indebtedness		5
Indemnified Party		6, 51
Indemnifying Party		6, 51
Individual Sellers Representations and Warranties		6
Intellectual Property		6
Knowledge of Sellers		6
Knowledge of Tekelec		7
Labour Laws		7
Law		7
Leased Real Property		7, 34
Losses		7, 49
Material Adverse Effect		7
Notice		7, 53
Notice Period		7, 51
Owned Software		7
Paid-Out Indebtedness		7
Permits		8, 24
Permitted Encumbrance		8
Person		8
Public Software		8
Purchase Price		9, 11
Purchaser		1, 9
Real Property		9
Release and Discharge		9
Retained Indebtedness		9
Scheduled Corporation Intellectual Property		9, 35
Sellers		1, 9
Sellers Indemnified Parties		9, 50
Sellers’ Claim		50
Sellers’ Disclosure Schedule		9
Shares		1, 9
Software		9
Subsidiary		9
Tax		10
Tax Act		10
Tax Return		10
Taxing Authority		10
Tekelec		1, 10
Tekelec Claim		10, 49
Tekelec Indemnified Parties		10, 49
Tekelec Parties		1, 10
Terminating Contracts		10, 44
Third Party Intellectual Property License		11, 36
Transaction		11

2

	Page
Unaudited Corporation Financial Statements		11
WEEE Directive		11

3

SHARE PURCHASE AGREEMENT

          THIS SHARE PURCHASE AGREEMENT is made and entered into and effective as of the fifth (5^th) day of May, 2010, by and among Stephan Ouaknine (“Stephan”), Winvest Inc. (“Winvest”), Edie Ledany (“Edie”), 9129-2144 Québec Inc. (“2144”), 9129-2136 Québec Inc. (“2136”), Michael Rosenthal (“Michael”), John Grobstein (“John”), 171033 Canada Inc. (“171033”), 171036 Canada Inc. (“171036”), Capital Brinvest Inc. (“Capital”) and Positron Inc. (“Positron”) (collectively, the “Sellers”), Tekelec, a California corporation (“Tekelec”), and Tekelec Canada Inc., an Ontario corporation and a wholly-owned direct Subsidiary of Tekelec (“Purchaser” and, together with Tekelec, the “Tekelec Parties”).

RECITALS

          WHEREAS, Sellers are the owners of the shares listed at Exhibit A (collectively, the “Shares”) of Blueslice Networks Inc., a Canadian corporation (the “Corporation”);

          WHEREAS, the Shares constitute all of the issued and outstanding shares of the Corporation; and

          WHEREAS, Purchaser desires to purchase, and Sellers desire to sell to Purchaser the Shares, upon the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement. In addition, for purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this Section 1.1.

          “Accounts Receivable” shall have the meaning set forth in Section 3.10.

          “Action” means any action, cause of action, demand, claim, charge, prosecution, complaint, audit, investigation, suit, litigation, assessment, reassessment, grievance, arbitration, hearing or other proceeding, whether civil, criminal or administrative, at Law or in equity, commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity, Person or arbitrator.

          “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

          “Agreement” means this Share Purchase Agreement, as the same may be amended or supplemented, together with all Exhibits and Schedules attached to this Share Purchase Agreement.

          “Asserted Liability” shall have the meaning set forth in Section 6.4(a).

          “Basket” shall have the meaning set forth in Section 6.2(b).

          “Business” means the evolved Subscriber Data Management (eSDM) solutions business for the mobile, VoIP, fixed mobile convergence and machine-to-machine markets as such business is currently conducted by the Corporation.

          “Business Day” means any day other than a Saturday, a Sunday or a day on which banks are required to be closed in Montréal, Québec, Canada or in the State of North Carolina, United States.

          “Ceiling” shall have the meaning set forth in Section 6.2(b).

          “Claim Notice” shall have the meaning set forth in Section 6.4(a).

          “Closing” shall have the meaning set forth in Section 2.2(a).

          “Closing Date” shall have the meaning set forth in Section 2.2(a).

          “Competitive Business” shall have the meaning set forth in Section 5.7(b).

          “Contract” means any contract, agreement, commitment, indenture, evidence of Indebtedness, lease, purchase order or license, including amendments thereto, whether written or oral.

          “Corporate Sellers” shall have the meaning set forth in Section 3.1.

          “Corporation” shall have the meaning set forth in the recitals to this Agreement.

          “Corporation Balance Sheet” means the audited consolidated balance sheet of the Corporation as of March 31, 2010 included in the Corporation Financial Statements.

          “Corporation Balance Sheet Date” means March 31, 2010.

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          “Corporation Contracts” shall have the meaning set forth in Section 3.23.

          “Corporation Financial Statements” means (i) the Corporation Balance Sheet and the audited consolidated statements of income, retained earnings and cash flows of the Corporation for the fiscal year ended March 31, 2010 and (ii) the audited consolidated balance sheet of the Corporation as of March 31, 2009, 2008 and 2007 and the audited consolidated statements of income, retained earnings and cash flows of the Corporation for the fiscal year then ended, including, in each case, the notes thereto.

          “Corporation Intellectual Property” means all Intellectual Property that is owned by the Corporation.

          “Corporation Intellectual Property Agreement” shall have the meaning set forth in Section 3.26(b).

          “Corporation Intellectual Property License” shall have the meaning set forth in Section 3.26(b).

          “Corporation Leases” shall have the meaning set forth in Section 3.25(a).

          “Corporation Manufacturing Tools” means methods of manufacture, process engineering, know-how, schematics, trade secrets, methods, algorithms, machine settings and Software developed by or for the Corporation and used in their ordinary course of business consistent with past practice.

          “Corporation Plans” means any retirement, pension, supplemental pension, savings, retirement savings, retiring allowance, bonus, profit sharing, stock purchase, stock option, phantom stock, share appreciation rights, deferred compensation, severance or termination pay, change of control, life insurance, medical, hospital, dental care, vision care, drug, sick leave, short term or long term disability, salary continuation, unemployment benefits, vacation, incentive compensation or other employee benefit plan, program, arrangement, policy or practice whether written or oral, formal or informal, funded or unfunded, registered or unregistered, insured or self-insured that is maintained or otherwise contributed to, or required to be contributed to, by or on behalf of the Corporation for the benefit of current or former employees, directors, officers, shareholders, independent contractors or agents of the Corporation other than government sponsored pension, employment insurance, workers compensation and health insurance plans.

          “Corporation Software” means all Software that (i) is material to the operation of the Corporation, (ii) is distributed, sold, licensed, marketed or otherwise provided to third parties by the Corporation, (iii) is used or held for use by the Corporation in connection with its work for customers or its products or services, and/or (iv) is one of Corporation Manufacturing Tools.

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          “Discharge” means any emission, discharge, release, deposit, issuance, spray, injection, abandonment, escape, spill, leak, seepage, disposal or exhaust (other than exhaust from a vehicle or non-stationary equipment).

          “Dispute” shall have the meaning set forth in Section 7.3(a).

          “Draft Return” shall have the meaning set forth in Section 5.5(d).

          “Employment Agreement” shall have the meaning set forth in Section 2.2(b)(vi).

          “Encumbrance” means any lien, encumbrance, security interest, pledge, mortgage, hypothecation, charge, restriction on transfer of title, adverse claim, title retention agreement of any nature or kind, or other encumbrance, except for any restrictions arising under any applicable securities Laws.

          “Environmental Laws” shall have the meaning set forth in Section 3.20(g).

          “Escrow Agent” shall have the meaning set forth in Section 2.1(b).

          “Escrow Agreement” shall have the meaning set forth in Section 2.1(b).

          “Escrow Deposit” shall have the meaning set forth in Section 2.1(b).

          “GAAP” means generally accepted accounting principles in Canada, as in effect from time to time.

          “Governmental Entity” means any Canadian federal, provincial, municipal or local government, or any other governmental, regulatory or administrative authority, or any agency, board, department, commission, court, tribunal or instrumentality thereof.

          “Hazardous Substance” shall have the meaning set forth in Section 3.20(g).

          “ICC Court” shall have the meaning set forth in Section 7.3(b)(i).

          “ICC Rules” shall have the meaning set forth in Section 7.3(b).

          “Identified Employees” means, collectively, Frédéric Bastien, Luc Mayrand and Stephan Ouaknine.

          “Indebtedness” means, with respect to any Person, without duplication: (i) indebtedness for borrowed money; (ii) indebtedness for borrowed money of any other Person guaranteed in any manner by such Person (other than a standby letter of credit in the amount of US$100,000 issued in favour of Kontron Canada Inc. by HSBC Canada Inc.); (iii) obligations of such Person to pay rent or other amounts under any lease of real

4

property or personal property which obligations are required to be classified and accounted for as capital leases in accordance with GAAP (excluding lease obligations of less than US$75,000 arising under (A) computer hardware and software leases, and (B) office equipment leases, and any other lease of movable property); (iv) notes payable and drafts accepted representing obligations for borrowed money (for the avoidance of doubt, excluding notes and drafts for any trade accounts payable and checks payable to the Corporation, which have been endorsed by the Corporation for collection in the ordinary course of business consistent with past practice); (v) guarantees securing indebtedness for borrowed money; (vi) all costs and obligations incurred in connection with a change of control of the Corporation, including amounts owing to any Person as a result of the exercise of its options under the Corporation’s stock option plan, the details of which are set forth on Section 1.1 of the Sellers Disclosure Schedule, including for greater certainty any employer contribution or payroll taxes payable by the Corporation in relation thereto; (vii) all bonuses payable to employees of the Corporation, the details of which are set forth on Section 1.1 of the Sellers Disclosure Schedule under the heading “Bonuses to Employees”, as well as any employer contribution or payroll taxes payable by the Corporation in relation thereto (amounts described in clauses (vi) and (vii) are hereafter referred to in this Agreement as the “Employee Payments”); (viii) dividends payable on Shares, regardless of whether or not accrued; (ix) all amounts owing to current or former shareholders or other equity holders, whether in their capacity as shareholders or otherwise; (x) all indebtedness related to any bridge financing or similar arrangement; (xi) legal and financial advisory fees and expenses related to the transaction contemplated herein in an aggregate amount of US$1,041,285; and (xii) all interest, any premiums payable or any other costs or charges (including any prepayment penalties) on any instruments or obligations described in clauses (i) through (xi) hereof, all as the same may be payable upon the complete and final payoff thereof, regardless of whether such payoff occurs prior to, simultaneously with or following the Closing.

          “Indemnified Party” shall have the meaning set forth in Section 6.4(a).

          “Indemnifying Party” shall have the meaning set forth in Section 6.4(a).

          “Individual Sellers Representations and Warranties” means representations and warranties set forth in the first sentence of Section 3.1, in Section 3.2, in Section 3.3, in Section 3.4 (only to the extent the representations and warranties set forth therein relate to Sellers and not the Corporation), in Section 3.5(b), in Section 3.18 (only to the extent the representations and warranties set forth therein relate to Sellers and not the Corporation), in Section 3.21(n), in Section 3.21(o), in Section 3.21(p) and in Section 3.27 (except with respect to the last sentence thereto), each of which is given individually by each Seller and not jointly or solidarily.

          “Intellectual Property” means: intellectual property of any type throughout the world, including, but not limited to: (i) patents, patent applications and statutory invention registrations, including, but not limited to, continuations, continuations-in-part, divisions, provisionals, non-provisionals, reexaminations, reissues and extensions; (ii) trademarks, service marks, trade names, brand names, logos, distinguishing guises and corporate names, slogans and other indicia of source of origin,

5

whether or not registered, including all common law rights thereto and all goodwill associated therewith, and registrations and applications for registration thereof; (iii) works of authorship, copyrights, whether registered or unregistered, and registrations and applications for registration thereof; (iv) trade secrets, confidential information and know-how; (v) domain names; (vi) rights of publicity and privacy, rights to personal information and moral rights; (vii) shop rights; (viii) inventions (whether patentable or unpatentable), invention disclosures, mask works, designs, discoveries, ideas, developments, data, Software, confidential or proprietary technical, business and other information, including, but not limited to processes, techniques, methods, formulae, designs, algorithms, prospect lists, customer lists, projections, analyses, and market studies, and all rights therein and thereto; (ix) all rights pertaining to any of the foregoing arising under international treaties and convention rights including the right to claim priority; (x) the right and power to assert, defend and recover title to any of the foregoing; and (xi) all rights to assert, defend and recover for any past, present and future infringement, misuse, misappropriation, impairment, unauthorized use or other violation of any of the foregoing; and (xi) all administrative rights arising from the foregoing, including the right to prosecute applications and oppose, interfere with or challenge the applications of others, the rights to obtain renewals, continuations, divisions, and extensions of legal protection pertaining to any of the foregoing.

          “Knowledge of Sellers” (or similar phrases) means the actual knowledge, after due inquiry, of John or Stephan.

          “Knowledge of Tekelec” (or similar phrases) means the actual knowledge, after due inquiry, of Stuart H. Kupinski, Senior Vice President, Corporate Affairs, General Counsel and Secretary of Tekelec.

          “Labour Laws” shall have the meaning set forth in Section 3.14.

          “Law” means any statute, code, rule, regulation, order, ordinance, judgment, decree or other pronouncement of any Governmental Entity having the effect of law.

          “Leased Real Property” shall have the meaning set forth in Section 3.25(b).

          “Losses” shall have the meaning set forth in Section 6.2(a).

          “Material Adverse Effect” means any change, event, circumstance, effect or state of facts that, individually or in the aggregate, (A) has had, or would reasonably be expected to have, a material adverse effect on the Business or results of operations or condition (financial or otherwise) of the Corporation, taken as a whole, or (B) would prevent or impede the completion of the purchase and sale of the Shares, other than any change, event, circumstance, effect or state of facts relating to or arising out of: (i) general economic conditions (including changes or events in the financial, banking, currency and capital markets) in Canada or the United States, other than any such conditions that have a materially disproportionate adverse effect on the Corporation;

6

(ii) conditions generally affecting the industries in which the Corporation operates, other than any such conditions that have a materially disproportionate adverse effect on the Corporation, taken as a whole; (iii) changes in Law or in GAAP or in accounting standards except for judgments or awards or decrees that relate specifically to the Corporation; or (iv) the commencement or any material escalation or worsening of a war or armed hostilities or other national or international calamity involving Canada or the United States whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon Canada or the United States, or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of Canada or the United States.

          “Notice” shall have the meaning set forth in Section 7.3(a).

          “Notice Period” shall have the meaning set forth in Section 6.4(a).

          “Owned Software” means all Corporation Software that is owned or purported to be owned by the Corporation.

          “Paid-Out Indebtedness” means, as of the date of this Agreement, the amount of Indebtedness of the Corporation as of such date, minus the Retained Indebtedness as of such date, the details of which are set out under the heading “Paid-Out Indebtedness” in Section 1.1 of the Sellers’ Disclosure Schedule. For each item of Paid-Out Indebtedness, Section 1.1 of the Sellers’ Disclosure Schedule (under the heading “Paid-Out Indebtedness”) correctly sets forth the debtor, the principal amount of Indebtedness, the creditor, the maturity date and the collateral, if any, securing the Indebtedness.

          “Permits” shall have the meaning set forth in Section 3.19.

          “Permitted Encumbrance” means: (i) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, construction and other Encumbrances arising or incurred in the ordinary course of business not yet due and payable or being contested in good faith by appropriate proceedings; (ii) Encumbrances for Taxes, utilities and other governmental charges that, in each case, are not yet due and payable or being contested in good faith by appropriate proceedings; (iii) requirements and restrictions of zoning, building and other applicable Laws and municipal by-laws, and development, site plan, subdivision or other agreements with municipalities that do not in the aggregate materially and adversely affect the use of the Real Property affected thereby as currently used in the Business; (iv) Encumbrances arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; and (v) security given in the ordinary course of business consistent with past practice to any Governmental Entity in connection with the operations of the Business, other than security for borrowed money.

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

7

          “Public Software” means any Software that contains, or is derived in any manner from, in whole or in part, any Software that is distributed as freeware, shareware, open source Software (e.g., Linux) or similar licensing or distribution models that (i) require the licensing or distribution of source code to licensees, (ii) prohibit or limit the receipt of consideration in connection with sublicensing or distributing any Software, (iii) except as specifically required to be permitted by applicable Law, allow any Person to decompile, disassemble or otherwise reverse-engineer any Software, or (iv) require the licensing of any Software to any other Person for the purpose of making derivative works. For the avoidance of doubt, “Public Software” includes, without limitation, Software licensed or distributed under any of the following licenses or distribution models (or licenses or distribution models similar thereto): (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; (viii) Red Hat Linux; (ix) the Apache License; and (x) any other license or distribution model described by the Open Source Initiative as set forth on www.opensource.org.

          “Purchase Price” shall have the meaning set forth in Section 2.1(b).

          “Purchaser” shall have the meaning set forth in the first paragraph of this Agreement.

          “Real Property” means the Leased Real Property.

          “Release and Discharge” shall have the meaning set forth in Section 2.2(b)(xiii).

          “Retained Indebtedness” means, as of the date of this Agreement, the portion of Indebtedness of the Corporation as of such date calculated in accordance with line items set forth under the heading “Retained Indebtedness” and not forming part of the Paid-Out Indebtedness in Section 1.1 of the Sellers’ Disclosure Schedule, which shall be equal to one million five hundred thousand U.S. dollars (US$1,500,000). For each item of Retained Indebtedness, Section 1.1 of the Sellers’ Disclosure Schedule (under the heading “Retained Indebtedness”) correctly sets forth the debtor, the principal amount of Indebtedness, the creditor, the maturity date and the collateral, if any, securing the Indebtedness.

          “Scheduled Corporation Intellectual Property ” shall have the meaning set forth in Section 3.26(a).

          “Sellers” shall have the meaning set forth in the first paragraph of this Agreement.

          “Sellers’ Disclosure Schedule” shall mean the disclosure schedule of the Sellers referred to in, and delivered pursuant to, this Agreement.

8

          “Sellers Indemnified Parties” shall have the meaning set forth in Section 6.3.

          “Shares” shall have the meaning set forth in the recitals to this Agreement.

          “Software” means all computer software, firmware, programs, and data, in any form, including without limitation, source code, object code, development tools, library functions, compilers, Internet websites, web content and links, all versions, updates, corrections, enhancements, replacements, and modifications thereof, and all documentation related thereto.

          “Subsidiary” of any Person means, on any date, any Person (i) the accounts of which would be consolidated with and into those of the applicable Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which securities or other ownership interests representing more than fifty (50) percent of the equity or more than fifty (50) percent of the ordinary voting power or, in the case of a partnership, more than fifty (50) percent of the general partnership interests or more than fifty (50) percent of the profits or losses of which are, as of such date, owned, controlled or held by the applicable Person or one or more subsidiaries of such Person.

          “Tax” or, collectively, “Taxes” means (a) any and all federal, provincial, municipal, state, local and foreign taxes, assessments, reassessments, deficiencies and other governmental charges, duties, land transfer duties, impositions and liabilities imposed by any Taxing Authority including, without limitation, Canada Pension Plan and provincial Pension Plan contributions, unemployment insurance contributions and employment insurance contributions, social security, workers’ compensation and deductions at source, Taxes based upon or measured by gross receipts, income, profits, sales, capital use and occupation, goods and services, value added, ad valorem, license, lease, severance, stamp, transfer, franchise, withholding, custom duties, payroll, recapture, employment, excise, property, real estate and school taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts; and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition of Taxes as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreement or arrangements with any other Person with respect to such amounts and including any liability for Taxes of a predecessor entity.

          “Tax Act” means the Income Tax Act (Canada).

          “Tax Return” means any return, report, declaration, information return or other document required to be filed with any Tax authority with respect to Taxes, including any amendments thereof.

9

          “Taxing Authority” means the Canada Revenue Agency, the Minister of Revenue for Québec and any other Governmental Entity having Taxing authority and their respective successors, if any.

          “Tekelec” shall have the meaning set forth in the first paragraph of this Agreement.

          “Tekelec Claim” shall have the meaning set forth in Section 6.2(b).

          “Tekelec Indemnified Parties” shall have the meaning set forth in Section 6.2(a).

          “Tekelec Parties” shall have the meaning set forth in the first paragraph of this Agreement.

          “Terminating Contracts” shall have the meaning set forth in Section 5.4.

          “Third Party Intellectual Property License” shall have the meaning set forth in Section 3.26(b).

          “Transaction” includes any transaction, circumstance, act, event or omission of whatever nature and includes any change in the residence of any person for the purposes of the Tax Act and any change of taxation year.

          “Unaudited Corporation Financial Statements ” means the unaudited consolidated balance sheet of the Corporation as of April 30, 2010 and the unaudited consolidated statements of income, retained earnings and cash flows of the Corporation for the period then ended.

          “WEEE Directive” shall have the meaning set forth in Section 3.20(f).

ARTICLE II

PURCHASE AND SALE OF SHARES

          Section 2.1 Purchase and Sale of Shares; Escrow.

               (a) The Tekelec Parties and Sellers hereby agree that the Purchaser hereby purchases, acquires and accepts from Sellers, and Sellers hereby sell, transfer, assign and deliver to Purchaser, all of the Shares, free and clear of Encumbrances.

               (b) In consideration for the purchase of the Shares pursuant to Section 2.1(a), Purchaser hereby pays the aggregate amount of US$29,083,242, which is equal to the difference between thirty-three million and five hundred thousand U.S. dollars (US$33,500,000) and the Paid-Out Indebtedness (the “Purchase Price”), as follows: (i) first, to the Escrow Agent, an aggregate amount equal to the Escrow Deposit, in accordance with Section 2.1(c), by wire transfer of immediately available funds;

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(ii) second, after payment of the amount specified in the immediately preceding clause (i), to such account or accounts specified in writing by Sellers to Purchaser, an aggregate amount equal to the remainder of the Purchase Price, by wire transfer of immediately available funds to be disbursed to the Sellers as specified in Exhibit B.

               (c) At the Closing, Purchaser shall pay, on behalf of the Corporation (or in the case of the Employee Payments, shall cause the Corporation to pay, no later than the time of the second payroll of the Corporation following the Closing Date), to such account or accounts of the creditors of the Paid-Out Indebtedness and Retained Indebtedness specified in writing to Purchaser in accordance with the instructions provided by Sellers, an aggregate amount equal to the Paid-Out Indebtedness plus Retained Indebtedness as set forth in Section 2.1(c) of the Sellers’ Disclosure Schedule, by wire transfers of immediately available funds. For the avoidance of doubt, the payment by Purchaser at Closing, on behalf of the Corporation, of the Retained Indebtedness shall have no impact on the Purchase Price.

               (d) At the Closing, Purchaser shall deliver to Computershare Trust Company of Canada, which shall serve as the escrow agent (the “Escrow Agent”), by wire transfer, an amount equal to five million and twenty-five thousand U.S. dollars (US$5,025,000) (together with any earnings on such deposited amount, the “Escrow Deposit”). Subject to the terms of Article VI, the Escrow Deposit shall be the sole and exclusive source of funds to satisfy any Losses for which any Tekelec Indemnified Parties are entitled to indemnification pursuant to Section 6.2. The Escrow Deposit will be held by the Escrow Agent in accordance with the terms of an escrow agreement to be entered into among the Escrow Agent, Purchaser and Sellers at Closing, in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”).

          Section 2.2 Closing.

               (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall be held at the offices of Ogilvy Renault LLP, located at Suite 2500, 1, Place Ville Marie, Montréal, Québec, simultaneously with the execution of this Agreement (the “Closing Date”). The Closing shall be deemed to have become effective at 12:01 a.m. (Montréal time) on the Closing Date.

               (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Tekelec Parties:

               (i) a certificate or certificates evidencing all of the Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holder of record, together with evidence satisfactory to Purchaser that Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Shares;

               (ii) the Escrow Agreement, in substantially the form attached hereto as Exhibit C, duly executed by Sellers;

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               (iii) copies of all consents, approvals or waivers required in connection with the consummation of the transactions contemplated by this Agreement, to the extent obtained by the Sellers prior to the Closing;

               (iv) copies of the corporate records and minute books of the Corporation;

               (v) written resignations, effective as of the Closing Date, from each of the directors and officers of the Corporation;

               (vi) employment-related and/or consultancy agreements, in a form satisfactory to the Tekelec Parties (collectively referred to as the “Employment Agreements”), duly executed by each of the Identified Employees;

               (vii) a certificate, of a reasonably recent date, of status, compliance, good standing or like certificate with respect to each of the Corporate Sellers and the Corporation issued by appropriate government officials of their respective jurisdictions of incorporation or organization;

               (viii) certified copies of (i) the charter documents and by-laws of the Corporation, (ii) all resolutions of the board of directors or analogous body of each of the Corporate Sellers approving the entering into and completion of the transactions contemplated by this Agreement, as applicable, and (iii) a list of the officers and directors authorized to sign agreements on behalf of each of the Corporate Sellers together with their specimen signatures;

               (ix) pay-off letters reasonably satisfactory to the Tekelec Parties in connection with the Paid-Out Indebtedness and Retained Indebtedness, which pay-off letters shall include a process for the release of related Encumbrances as of the Closing;

               (x) an opinion of Heenan Blaikie LLP, counsel to the Corporation, dated the date hereof, substantially in the form attached as Exhibit D;

               (xi) an opinion of Spiegel Sohmer, counsel to the Corporate Sellers other than Positron, dated the date hereof, substantially in the form attached as Exhibit D;

               (xii) an opinion of Vincenza La Greca, counsel to Positron, dated the date hereof, substantially in the form attached as Exhibit D;

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               (xiii) a release and discharge, substantially in the form attached as Exhibit E (the “Release and Discharge”), from each of the Sellers;

               (xiv) written consent of 9143-7459 Québec Inc., the landlord of the Leased Real Property located at 1751, Richardson Street, Montréal, as a result of the change of control of the Corporation resulting from the transactions contemplated herein;

               (xv) a written notice confirming the termination of the Unanimous Shareholders’ Agreement dated March 31, 2006 relating to the Corporation, executed by each of the Sellers, delivered in accordance with Section 7.2 of said agreement, and the waiver of any and all rights by each of the parties thereunder;

               (xvi) a written notice confirming the termination of the Investment Agreement dated March 19, 2004 among the Corporation, 2144 and 2136 and the waiver of any and all rights by each of the parties thereunder;

               (xvii) a written notice confirming the termination of the Memorandum of Agreement dated June 30, 2006 among the Corporation, Louis Barbeau and Stephan, executed by each of the parties thereto and the waiver of any and all rights by Louis Barbeau;

               (xviii) written consent of Hewlett Packard (Canada) Co., as licensor of certain software programs to the Corporation, as a result of the change of control of the Corporation resulting from the transactions contemplated herein;

               (xix) a certificate, from one of the Sellers in the name of and on behalf of all the Sellers, in a form satisfactory to the Tekelec Parties, confirming that the Blueslice Networks Inc. Share Option Plan has been terminated and that there are no outstanding options relating to the share capital of the Corporation as of the Closing;

               (xx) a certificate from one of the Sellers in the name and on behalf of all of the Sellers, in a form satisfactory to the Tekelec Parties, acting reasonably, confirming that, except as set forth in Section 3.26(k) of Sellers’ Disclosure Schedule, each inventor, author, or creator of, or any other party that has otherwise contributed to, the Corporation Intellectual Property or Owned Software has executed an acknowledgement and assignment confirming the Corporation’s ownership of such Intellectual Property to the Corporation and waived all moral rights in favour of the Corporation;

               (xxi) written consent of HSBC Bank of Canada in accordance to the terms of the April 8, 2010 letter of offer between the

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Corporation and HSBC Bank of Canada as a result of the change of control of the Corporation resulting from the transaction contemplated herein; and

               (xxii) such other documents and instruments as may be reasonably required by Purchaser to complete the transactions contemplated herein.

               (c) At the Closing, the Tekelec Parties shall deliver, or cause to be delivered, to the Sellers:

               (i) the Purchase Price pursuant to Section 2.1(b);

               (ii) evidence of the insurance provided in accordance with Section 5.8;

               (iii) a certificate, of a reasonably recent date, of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate government officials of its jurisdiction of incorporation or organization;

               (iv) a certificate, of a reasonably recent date, of status, compliance, good standing or like certificate with respect to Tekelec issued by appropriate government officials of its jurisdiction of incorporation or organization;

               (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit C, duly executed by the Tekelec Parties;

               (vi) certified copy of the resolutions of the board of directors or analogous body of each of the Tekelec Parties approving the entering into and completion of the transactions contemplated by this Agreement and the purchase by the Purchaser of the Shares; and

               (vii) certificate of a senior officer of Tekelec addressed to the Sellers confirming that Tekelec has entered into (i) agreements with certain employees of the Corporation or will make offers to certain employees of the Corporation within five (5) Business Days of the Closing Date regarding the payment in cash of an aggregate of US$1.5 million to said employees to be disbursed as determined by Tekelec at its sole discretion upon completion of certain integration milestones agreed between Tekelec and said employees, and (ii) grant agreements with certain employees of the Corporation or will make offers to certain employees of the Corporation within five (5) Business Days of the Closing Date regarding the issuance of US$2 million worth of Tekelec restricted stock units to certain employees of the Corporation upon completion of certain milestones agreed between Tekelec and said employees.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

          Sellers jointly (pro rata to their shareholdings), and not solidarily, represent and warrant to the Tekelec Parties as follows:

          Section 3.1 Corporate Status. Each of Winvest, 2144, 2136, 171033, 171036, Capital and Positron (collectively, the “Corporate Sellers”) is duly incorporated and validly existing under the Laws of its governing jurisdiction. The Corporation is duly incorporated or amalgamated and validly existing under the Laws of its governing jurisdiction and (i) has all requisite corporate power and authority to carry on its business as it is now being conducted and (ii) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets or the conduct of its business requires it to be so qualified.

          Section 3.2 Authorization. Each of the Sellers has the full power, authority and capacity to enter into, and perform its obligations under, this Agreement and the Escrow Agreement. This Agreement has been duly executed and delivered by the Sellers, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and the Escrow Agreement, when executed and delivered by the Sellers (assuming due authorization, execution and delivery by the other parties thereto), will constitute, a valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

          Section 3.3 No Conflict. The execution and delivery of this Agreement and the Escrow Agreement by the Sellers and the consummation of the transactions contemplated hereby or thereby, as applicable, by the Sellers will not (A) violate any applicable Law to which any of the Sellers or the Corporation (or any of their respective properties) is subject, (B) materially conflict with, result in a material violation or material breach of, or constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate or cancel (i) any Corporation Contract or material Corporation Lease or (ii) any material Contract to which a Seller is a party or by which the assets of a Seller may be bound, or (C) violate the charter, bylaws or other organizational documents of a Corporate Seller, the Corporation, other than in the case of clause (B)(ii) above, any such violations, conflicts, breaches, defaults, accelerations or rights that would not materially impair the Sellers’ ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby.

          Section 3.4 Consents and Approvals. No notice to, consent, waiver, agreement, approval, or authorization of, or declaration, filing or registration with, or permit from, or assignment by any Governmental Entity or any other Person, is required to be made or obtained by Sellers in connection with the execution, delivery or

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performance of this Agreement or the Escrow Agreement or the consummation of the transactions contemplated hereby or thereby or compliance by the Sellers with any of the provisions hereof or thereof.

          Section 3.5 Capital Structure.

               (a) The authorized share capital of the Corporation consists of an unlimited number of common shares, 6,600,000 Class A shares, 8,991,668 Class B Series 1 shares, 4,954,086 Class B Series 2 shares, 257,143 Class B Series 3 shares, 7,483,657 Class B Series 4 shares and an unlimited number of Class C, Class D, Class E, Class F and Class G shares of which 6,600,000 Class A shares, 8,991,668 Class B Series 1 shares, 4,954,086 Class B Series 2 shares, 257,143 Class B Series 3 shares, 6,221,128 Class B Series 4 shares, 3,888,162 Class D shares and 5,100,000 Class G shares are issued and outstanding as of the date hereof. The Shares are duly authorized, validly issued, fully paid and non-assessable, and are held of record by Sellers, free and clear of Encumbrances. The Shares constitute all of the issued and outstanding shares of the Corporation. Except as set forth in Section 3.5(a) of the Sellers’ Disclosure Schedule, there are no (i) outstanding obligations, options, warrants, convertible securities, exchangeable securities or other rights, agreements or commitments relating to the share capital of the Corporation or obligating the Corporation to issue or sell or otherwise transfer shares of the Corporation or any securities convertible into or exchangeable for any shares of the Corporation, (ii) outstanding obligations of the Corporation to repurchase, redeem or otherwise acquire shares of the Corporation or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or (iii) voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of the Corporation.

               (b) The Sellers own the Shares listed opposite their name at Exhibit A. Upon completion of the transactions contemplated by this Agreement, Purchaser will have good and valid title to the Shares, free and clear of all Encumbrances other than (i) those restrictions on transfer, if any, contained in the articles of the Corporation, and (ii) Encumbrances granted by Purchaser.

               (c) The Corporation has no Subsidiaries and does not hold any shares or other ownership, equity or proprietary interests in any other Person.

     Section 3.6 Financial Statements.

               (a) A true and complete copy of the Corporation Financial Statements and the Unaudited Corporation Financial Statements have been made available to Tekelec. The Corporation Financial Statements and the Unaudited Corporation Financial Statements were prepared in accordance with GAAP, consistently applied throughout the periods indicated (except as disclosed in the notes thereto), and fairly present the consolidated financial position, results of operations and cash flows of the Corporation as of the dates thereof and for the periods covered thereby.

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               (b) Section 3.6(b) of the Sellers’ Disclosure Schedule lists, and copies of the documentation creating or governing all securitization transactions and “off-balance sheet arrangements”, if any, have been made available to the Purchaser (as defined in Item 303(c) of Regulation S-K under the Securities Act of 1933 and the rules and regulations thereunder).

          Section 3.7 Undisclosed Liabilities. Except as set forth in Section 3.7 of the Sellers’ Disclosure Schedule and except for liabilities which are accrued or reserved against in the Corporation Balance Sheet (or reflected in the notes thereto) and liabilities incurred since the Corporation Balance Sheet Date in the ordinary course of business consistent with past practice, the Corporation does not have any liabilities.

          Section 3.8 Indebtedness. The Corporation has no liabilities which constitutes Indebtedness, except as set forth under the headings “Paid-Out Indebtedness” and “Retained Indebtedness” in Section 1.1 of the Sellers’ Disclosure Schedule.

          Section 3.9 Absence of Certain Changes. From the Corporation Balance Sheet Date through the date of this Agreement, there has not occurred any Material Adverse Effect. From the Corporation Balance Sheet Date through the date of this Agreement, the Corporation has conducted the Business in the ordinary course consistent with past practice, and the Corporation has not:

               (a) amended its articles, bylaws or other organizational documents;

               (b) adopted a plan or agreement of liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization or other reorganization;

               (c) except as set forth in Section 3.9(c) of the Sellers’ Disclosure Schedule, (i) issued, sold, transferred, pledged, disposed of or suffered any Encumbrance on any shares of its share capital or any securities convertible into or exchangeable for any shares of its share capital, (ii) granted or issued any options, warrants or other rights to purchase or obtain any shares of its share capital, (iii) split, combined, subdivided or reclassified any shares of its share capital, (iv) declared, set aside or paid any dividend or other distribution with respect to any shares of its share capital, (v) paid cash bonuses, deferred payment of accounts payable or similar liabilities past their payment due date, invoiced customers in advance of contractual terms, or otherwise impacted any working capital items in a manner inconsistent with past business practice, or (vi) redeemed, purchased or otherwise acquired any shares of its share capital or effected any reduction in capital;

               (d) except as disclosed in Section 3.9(d) of Sellers’ Disclosure Schedule, issued any note, bond or other debt security or incurred or guaranteed any Indebtedness, other than in the ordinary course of business consistent with past practice;

               (e) except in the ordinary course of business consistent with past practice or as required under the terms of any Corporation Plan or any existing

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employment Contract or Collective Agreement, increased (i) the benefits under any Corporation Plan or (ii) the compensation payable to any officer or employee of the Corporation;

               (f) entered into or consummated any transaction involving the acquisition of the business, share, assets or other properties of any other Person for consideration in excess of US$50,000 (other than purchases of inventory in the ordinary course of business consistent with past practice);

               (g) sold, leased, licensed or otherwise disposed of any material amount of assets or property for consideration in excess of US$50,000, except pursuant to existing Contracts and except in the ordinary course of business consistent with past practice;

               (h) made any capital expenditures in excess of US$50,000;

               (i) initiated any Action or settled any Action involving a payment to or by the Corporation in excess of US$50,000;

               (j) changed any of its accounting principles or practices;

               (k) made or rescinded any material Tax election with respect to the Corporation other than in the ordinary course of business consistent with past practice;

               (l) increased its reserves for contingent liabilities;

               (m) effected any sale and leaseback transactions;

               (n) made any written commitment to, or entered into any written Contract with, customers, other than as provided in the Corporation Contracts;

               (o) written up or written down any of its material assets or revalued its inventory in any material respect;

               (p) suffered any extraordinary casualty losses, damages, destructions, whether or not covered by insurance; or

               (q) agreed or committed by Contract or otherwise to do any of the foregoing.

          Section 3.10 Accounts Receivable; Inventories.

               (a) Set forth in Section 3.10(a) of the Sellers’ Disclosure Schedule are a list of all the accounts receivable of the Corporation and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, “Accounts Receivable”) are valid and subsisting,

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and except as set forth in Section 3.10(a) of the Sellers’ Disclosure Schedule all such Accounts Receivable arose in the ordinary course of business consistent with past practice. Except to the extent of the allowance for doubtful accounts on the Corporation Balance Sheet, and in the case of Accounts Receivable arising since the date of the Corporation Balance Sheet, to the extent of an allowance for doubtful accounts which is not greater than the rate reflected on the Corporation Balance Sheet and except for matters set fort in Section 3.10(a) of Sellers’ Disclosure Schedule, the invoiced Accounts Receivable are fully collectible as of the Closing Date and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other Encumbrance. For greater certainty, an invoiced Account Receivable will be considered fully collectible as of the Closing Date even if the debtor pursuant thereto becomes insolvent after the Closing Date causing such debtor to default on its obligations if such insolvency was not reasonably foreseeable on such date. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth in 3.10(a) of the Sellers’ Disclosure Schedule. The Corporation has not invoiced or otherwise charged any of its customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Corporation. Except as set forth in Section 3.10(a) of the Sellers’ Disclosure Schedule, the Accounts Receivable do not include any amounts that represent invoices for products or services not yet delivered or rendered, unless such amount was billed in accordance with the terms of the respective customer contractual agreement and such amount has a corresponding amount that is recorded in deferred revenue on the Corporation Balance Sheet. All amounts billed by the Corporation have been billed in accordance with the terms of the respective customer Contracts and are collectible in accordance with such terms. All penalties incurred under such customer Contracts (whether or not assessed) have reduced the Accounts Receivable and the deferred revenue balance as of the Closing Date.

               (b) The inventories of the Corporation are of a quality and quantity useable and saleable in the ordinary course of business consistent with past practice, subject to appropriate and adequate allowances reflected on the Corporation Financial Statements for obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in accordance with GAAP and in a manner consistent with the past practice of the Corporation. None of the inventory of the Corporation is held on consignment, or otherwise, by third parties. Section 3.10(b) of the Sellers’ Disclosure Schedule sets forth any (i) off-balance sheet inventory that is held as safety stock and owned by a supplier of the Corporation which has not yet been delivered to the Corporation, (ii) inventory held by a reseller of any of the Corporation which may be returned or put back to the Corporation if unsold by such reseller, (iii) consignment inventory, and (iv) purchase volume commitments that obligate the Corporation.

          Section 3.11 Insurance.

               (a) Set forth in Section 3.11 of the Sellers’ Disclosure Schedule is a list of all insurance policies and bonds currently in force covering or relating to the properties, operations or personnel of the Corporation and, with respect to

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insurance policies covering product liability and similar occurrence based risks, in force at any time since January 1, 2007, and a detailed list of all claims filed by the Corporation with any insurance carrier since January 1, 2007. Such schedule clearly indicates (i) which of such policies are claims made and which of such policies are occurrence based, (ii) the deductibles of each such policy and the amounts which have been applied to such deductibles in the current policy period and (iii) the aggregate amount available under each such policy. All of such insurance policies are in full force and effect (with respect to the applicable coverage periods), and the Corporation is not in default with respect to any of its material obligations under any of such insurance policies.

               (b) Since January 1, 2008, the Corporation has at all times maintained insurance as required by Law or under any Contract to which the Corporation is or has been a party, including, without limitation, comprehensive general liability, products liability and unemployment and workers’ compensation coverage. Such insurance insures the property of the Corporation against all ordinary, insurable risks to the full replacement cost thereof.

          Section 3.12 Bank Accounts. Set forth in Section 3.12 of the Sellers’ Disclosure Schedule is a list of the locations and numbers of all bank accounts, investment accounts and safe deposit boxes maintained by the Corporation, together with the names of all persons who are authorized signatories or have access thereto or control thereover.

          Section 3.13 Officers, Directors, Employees, Consultants and Agents; Compensation.

               (a) Set forth in Section 3.13(a) of the Sellers’ Disclosure Schedule is a complete list of: (i) all current directors of the Corporation, (ii) all current officers (with office held) of the Corporation, (iii) all employees (active or other) of the Corporation, (iv) all current paid consultants, sales representatives, commercial agents or other freelancers engaged by the Corporation, and (v) all retirees and terminated employees of the Corporation for which the Corporation has any benefits responsibility or other continuing or contingent obligation; together, in each case, with the current rate of compensation (if any) payable to each and any paid vacation time owing to such person, any incentive or bonus payments owing to such persons but not yet paid and the date of employment, retirement or termination of each such person.

               (b) Exc#ept as set forth in Section 3.13(b) of the Sellers’ Disclosure Schedule: (i) the Corporation is not indebted to any of its officers, directors, employees or consultants except for amounts due in the ordinary course of business consistent with past practice as normal salaries, wages, employee benefits and bonuses and in reimbursement of ordinary expenses in the ordinary course of business consistent with past practice; and (ii) no officer, director, employee, consultant, commercial agent or other freelancer of the Corporation is indebted to the Corporation except for advances for ordinary business expenses in the ordinary course of business consistent with past practice.

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               (c) All payments to agents, consultants and others made by the Corporation or by any of the Sellers in connection with the Business have been in payment of bona fide fees and commissions and not as bribes, kickbacks or as otherwise illegal or improper payments. To the Knowledge of Sellers, all such payments have been made directly to the parties providing the goods or services for which such payments were made, and no such payment has been paid in a manner intended to avoid currency controls or any party’s Tax reporting or Tax payment obligations. The Corporation has properly, fairly and accurately reflected on its books and records: (i) all compensation paid to and perquisites provided to or on behalf of its agents and employees; and (ii) all compensation and perquisites that are due and payable or deferred and payable to such persons, but which have not been paid or provided at the Closing Date. Such compensation and perquisites, to the extent they were paid or occurred prior to March 31, 2010, have been properly and accurately disclosed in the Corporation Financial Statements and other public or private reports, records or filings of the Corporation, to the extent required by Law.

               (d) Except as set forth in Section 3.13(d) of Sellers’ Disclosure Schedule, no offer of employment or engagement has been made by the Corporation that has not yet been accepted, or which has been accepted but where the employment or engagement has not yet started.

               (e) No employees of the Corporation are on secondment, maternity, paternity, adoption or other leave or absent due to ill-health or for any reason.

               (f) All Contracts between the Corporation and their employees are terminable at any time on one year’s notice or less, or equivalent indemnity in lieu thereof, plus any claim for wages earned through the date of termination, pay in lieu of accrued and untaken vacation, earned commission and pension.

               (g) None of the individuals listed in Section 3.13(g) of the Sellers’ Disclosure Schedule has indicated to the Corporation that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date.

               (h) Except as set forth in Section 3.13(h) of the Sellers’ Disclosure Schedule, every employee of the Corporation has an effective confidentiality/non-disclosure agreement with the Corporation, and the Corporation has a copy of all such agreements in its files.

          Section 3.14 Labour. (i) The Corporation is not a party to any collective bargaining agreement or any other labour-related agreements with any labour union or labour organization applicable to employees of the Corporation; (ii) no work stoppage involving the Corporation is pending or, to the Knowledge of Sellers, threatened by any labor dispute or Action; (iii) to the Knowledge of Sellers, the Corporation is operating the Business in compliance with all Labour Laws; (iv) to the Knowledge of Sellers, there are no ongoing union certification drives or pending proceedings for certifying a union with respect to employees of the Corporation; and (v) there has been no workplace accident

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resulting in a fatality of any employee of the Corporation within 365 days prior to the date hereof. “Labour Laws” means any applicable Law relating to employment standards, human rights, health and safety, labour relations, workplace safety, language and insurance and/or pay equity.

          Section 3.15 Customers and Suppliers.

               (a) Section 3.15(a) of the Sellers’ Disclosure Schedule sets forth a true, complete and correct list of the customers, resellers, distributors, and agents of the Corporation and the 10 largest suppliers of the Corporation, by volume of sales and purchases, respectively (by dollar volume) for each of the years ended March 31, 2010 and 2009, provided, that if any Person noted in Section 3.15(a) of the Sellers’ Disclosure Schedule is a reseller, then the Sellers shall also include in Section 3.15(a) of the Sellers’ Disclosure Schedule a list of the end customers related to such resellers. Except as disclosed in Section 3.15(a) of the Sellers’ Disclosure Schedule to the Knowledge of Sellers, the Corporation has not received any indication from any customer, reseller or end-user of the Corporation (including those customers, resellers and end-users listed in Section 3.15(a) of the Sellers’ Disclosure Schedule) to the effect that such customer, reseller or end-user will stop or decrease the rate of buying materials, products or services to the Corporation. Section 3.15(a) of the Sellers’ Disclosure Schedule lists all significant goods or services necessary for the conduct of the business of the Corporation with respect to which alternative sources of supply are not readily available on comparable terms and conditions (including all significant goods and services for which there is only one reasonably available source).

               (b) Except as set forth in Section 3.15(b) of the Sellers’ Disclosure Schedule or expressly in the agreements disclosed in Section 3.15(b) of the Sellers’ Disclosure Schedule, the Corporation has not made any offer, binding response to a request for proposal, commitment or promise, in writing, orally or otherwise, under which the Corporation has any current or future obligations (other than confidentiality or similar provisions which customarily survive the termination of such an agreement) to customers, resellers, distributors, partners or agents with respect to its products or services, including with respect to software development or other product features.

          Section 3.16 Product Liability Claims. The Corporation has not received a written claim or allegation of, or been a party or subject to any Action relating to, bodily or personal injury, death, or property or economic damages, any claim for punitive, exemplary or consequential damages, any claim for contribution or indemnification, or any claim for injunctive relief in connection with any product manufactured, sold or distributed by, or in connection with any service provided by, or based on any error or omission or negligent act in the performance of services by, the Corporation, its employees, agents, consultants or representatives.

          Section 3.17 Product and Service Warranties. Set forth in Section 3.17 of the Sellers’ Disclosure Schedule are the standard forms of product and service warranties and guarantees used by the Corporation and copies of all other outstanding product and service warranties and guarantees. Except as set forth in

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Section 3.17 of the Sellers’ Disclosure Schedule, no oral product or service warranties or guarantees have been made by the Corporation. Except as specifically described in Section 3.17 of the Sellers’ Disclosure Schedule, no product or service warranty or indemnity claim or similar claims have been made in writing against the Corporation. The aggregate loss and expense (including out-of-pocket expenses) attributable to all product and service warranties and guarantees and similar claims now pending against the Corporation hereafter with respect to products manufactured or services rendered on or prior to the date hereof will not exceed the amount of the reserve therefor set forth on the Corporation Balance Sheet as current liabilities.

          Section 3.18 Legal Proceedings. There are no Actions pending, or, to the Knowledge of Sellers, threatened against any of the Sellers or the Corporation. The Corporation is not subject to any judgment, decree, injunction or order of any Governmental Entity which would impair the Sellers’ ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby.

          Section 3.19 Compliance with Laws. The Corporation is operating the Business in compliance with applicable Laws, except for such non compliance as would not, individually or in the aggregate, adversely affect the operations of the Corporation and cause the Corporation to pay an amount of less than US$50,000 to remedy such non compliance. All approvals, permits, licenses and registrations from Governmental Entities (collectively, “Permits”) required to conduct the Business as currently conducted have been obtained by the Corporation and all such Permits are in full force and effect and the Business is being operated in compliance therewith, except where the failure to hold such Permits would not adversely affect the operations of the Corporation and cause the Corporation to pay an amount of less than US$50,000 to remedy such failure.

          Section 3.20 Environmental Matters. (a) the Corporation has obtained all material Permits that are required under any Environmental Law for the operation of the Business as currently being conducted and, all such Permits are in full force and effect;

               (b) the Corporation has operated and is operating the Business in material compliance with Environmental Laws;

               (c) Sellers have made available to Purchaser true, correct and complete copies of all material environmental assessments, audits, studies and other material environmental reports of third party consultants in its possession relating to the Corporation and the Real Property;

               (d) the Corporation has not (i) caused or permitted a Discharge of any Hazardous Substances on, under, in, from, or about the Real Property or (ii) stored or maintained any Hazardous Substances on, at or under any Real Property, in each case, except in compliance with Environmental Laws;

               (e) (i) the Corporation has not received any written notice, demand, letter, claim or remediation order alleging a violation of any Environmental

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Law, and (ii) the Corporation is not party to any Action, order (including a remediation order), decree or injunction alleging material liability under any Environmental Law;

               (f) the Corporation is not, nor has it been at any time, a “Producer” or a “Distributor” under the terms of Directive 2002/96/EC on waste electrical and electronic equipment (“WEEE Directive”), as implemented in each Member State of the European Union in which the Corporation has operated or is operating the Business;

               (g) As used herein, “Environmental Law” means any Law applicable to the Business relating to (i) the protection or enhancement of the natural environment, (ii) the protection of human health and safety as it pertains to exposure to Hazardous Substances present in or Discharged into the natural environment or (iii) the handling, use, presence, treatment, storage, Release or threatened Release of any Hazardous Substance. “Hazardous Substance” means any substance that is (i) listed, classified, regulated or defined pursuant to any Environmental Law applicable to the Corporation to be a pollutant, contaminant, waste, hazardous waste, hazardous substance, hazardous material, toxic substance, deleterious substance or dangerous good, (ii) any petroleum product or by-product, (iii) any asbestos-containing material (including asbestos-containing vermiculite), chlorinated solvents, lead, urea formaldehyde foam insulation or mould, or (iv) toxic, explosive, corrosive, flammable, radioactive, carcinogenic, mutagenic, or is otherwise hazardous and is regulated by any Environmental Laws applicable to the Corporation.

          Section 3.21 Taxes. Except as set forth in Section 3.21 of the Sellers’ Disclosure Schedule,

               (a) The Corporation has prepared and filed all Tax Returns required to be filed by it within the prescribed period with the appropriate Taxing Authority in accordance with applicable Laws. Subject to Section 3.21(m), each Tax Return filed by the Corporation is true, correct and complete in all material respects. The Corporation is not nor has ever been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined, unitary or similar Tax Returns. The Corporation has delivered to the Purchaser complete and accurate copies of all income Tax Returns and all notices of assessment or reassessment related thereto received by the Corporation with respect to all tax periods ending on or after March 31, 2006 and before April 1, 2010.

               (b) The Corporation has paid, within the prescribed period, all Taxes and instalments of Taxes, which were required to be paid to any Taxing Authority, before the Closing Date, pursuant to applicable Law. No deficiency with respect to the payment of any Taxes or Tax instalments has been asserted against the Corporation by any Taxing Authority. All unpaid Taxes of the Corporation attributable to periods after the Corporation Balance Sheet Date arose in the ordinary course of business consistent with past practice and are similar in nature and amount to Taxes which arose during the comparable period of time in the immediately preceding fiscal year. Adequate provision has been made in the books and records of the Corporation for all Taxes payable for all

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taxable periods ending on or before the Closing Date, and where no taxable period ends or is deemed to end on or immediately prior to the Closing Date, for all Taxes in respect of any time or Transaction prior to the Closing Date.

               (c) The Corporation has duly and timely withheld and collected all Taxes required by applicable Law to be withheld or collected by it and has duly and timely remitted to the appropriate Taxing Authority all such Taxes as and when required by applicable Law. The amount of any Taxes withheld or collected but not remitted by the Corporation has been retained in its accounts and will be remitted by it to the appropriate Taxing Authority when due, save and except for any Taxes withheld by the Corporation from the Employee Payments which Purchaser shall cause the Corporation to pay in accordance with the provisions of this Agreement, such Taxes being retained in the accounts of the Corporation.

               (d) There are no Actions pending or, to the Knowledge of Sellers, threatened against or affecting the Corporation in respect of any Taxes and, in particular, there are no matters under discussion, audit or appeal with any Taxing Authority relating to Taxes. All Tax Returns of the Corporation for taxation periods ending on or before June 30, 2009 have been assessed by the relevant Taxing Authority.

               (e) The Corporation has not requested, entered into any agreement or other arrangement or executed any waiver providing for any extension of time within which (i) to file any Tax Return; (ii) to file any election, designations or similar filing relating to Taxes; (iii) it is required to pay or remit any Taxes or amounts on account of Taxes or (iv) any Taxing Authority may assess or collect Taxes. The Corporation has not entered into any agreement with, or provided any undertaking to, any Person pursuant to which it has assumed liability for the payment of Taxes owing by such Person.

               (f) The Corporation is a resident of Canada for purposes of the Tax Act. The Corporation has, at all relevant times, been and is a taxable Canadian corporation within the meaning of subsection 89(1) of the Tax Act. The Corporation has never been required to file any Tax Return with, and has never been liable to pay any Taxes, to any Taxing Authority outside Canada. No request to file a Tax Return has even been made by a Taxing Authority in a jurisdiction where the Corporation does not file Tax Returns.

               (g) The Corporation has not made any elections pursuant to any Tax Law. The Corporation has not entered into agreements contemplated by section 191.3 of the Tax Act.

               (h) No Person (other than the Purchaser) has ever acquired or had the right to acquire control of the Corporation for purposes of the Tax Act.

               (i) The Corporation is not, nor has it been at any time, associated (within the meaning of the Tax Act) with any other corporation (other than the Purchaser and corporations associated to it).

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               (j) None of sections 78, 80, 80.01, 80.02, 80.03 and 80.04 of the Tax Act, or any equivalent provision of the Laws of any other jurisdiction, has applied to the Corporation at any time on or before the Closing Date.

               (k) The Corporation has not and has not been deemed to have for purposes of the Tax Act, acquired property from a non-arm’s length Person, within the meaning of the Tax Act, for consideration, the value of which is less than the fair market value of the property in circumstances which could subject it to a liability under section 160 of the Tax Act. The value of the consideration paid or received by the Corporation for the acquisition, sale, transfer, use or provision of property (including intangibles) or the provision of services (including financial transactions) from or to a non-arm’s length Person, within the meaning of the Tax Act, is equal to the fair market value of such property acquired, provided or sold or services purchased or provided.

               (l) The Corporation has not received any requirement pursuant to section 224 of the Tax Act which remains unsatisfied in any respect. No circumstances exist and no transaction or event or series of transactions or events has occurred which has resulted or could result in the application, either before, on or after Closing, of section 17 of the Tax Act to the Corporation. Paragraph 214(3)(a) of the Tax Act has not applied as a result of any transaction or event involving the Corporation. For all Transactions between the Corporation and any non-resident Person with whom the Corporation was not dealing at arm’s length on or before the Closing Date, the Corporation has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

               (m) All research and development investment tax credits (“ITCs”) and expenditures claimed by the Corporation for tax periods ending on or before March 31, 2009 were claimed in accordance with the Tax Act and the relevant provincial legislation and the Corporation satisfied at all relevant times the relevant criteria and conditions entitling it to such ITCs and expenditures. All refunds of ITCs received or receivable by the Corporation for tax periods ending on or before March 31, 2009 were claimed in accordance with the Tax Act and the relevant provincial legislation and the Corporation satisfied at all relevant times the relevant criteria and conditions entitling it to claim a refund of such ITCs. The Sellers make no representations on the amount of ITCs to which the Corporation is entitled for the fiscal periods ending March 31, 2010 and thereafter, other than to represent that the amount of such ITCs to which the Corporation is entitled for its taxation year ended March 31, 2010 shall not be less than CDN$2,066,000. The amounts of ITCs and qualifying scientific research and experimental development expenditures which are available, for purposes of the Tax Act and the relevant provincial legislation, to be carried forward by the Corporation for taxation years ending after March 31, 2009 are set out in Section 3.21(m) of the Sellers’ Disclosure Schedule.

               (n) Except for John, none of the Sellers is a non-resident of Canada for the purposes of the Tax Act.

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               (o) John is a resident of the United Kingdom for purposes of the Canada-United Kingdom Income Tax Convention and is entitled to all the benefits thereof.

               (p) The Shares constitute “treaty-protected property” within the meaning of the Tax Act and do not, pursuant to amendments to the Tax Act proposed on March 4, 2010, constitute “taxable Canadian property” within the meaning of those amendments.

          Section 3.22 Employee Benefit Plans.

               (a) Section 3.22(a) of the Sellers’ Disclosure Schedule sets forth a list of each Corporation Plan.

               (b) Sellers have made available to Purchaser the text of all Corporation Plans (where no text exists, a summary has been provided) and any related trust agreements, insurance contracts or other documents governing those plans, all as amended to the date hereof.

               (c) No Corporation Plan is a registered pension plan and the Corporation does not have and has never had any obligation with respect to a defined benefit pension plan or arrangement.

               (d) Each Corporation Plan is and has been maintained in material compliance with its terms and with the requirements prescribed by all applicable Law and is in good standing in respect of such applicable Law and each Corporation Plan that is required to be registered under applicable Law is duly registered with the relevant regulatory authorities.

               (e) All contributions or premiums required to be paid, deducted or remitted and all obligations required to be performed by the Corporation pursuant to the terms of any Corporation Plan or by applicable Law, have been paid, deducted, remitted or performed in accordance with such plan or as required by Law and there are no outstanding material defaults or violations with regard to same.

               (f) There is no action, suit, claim, trial, demand, arbitration or other proceeding pending or, to the Knowledge of Sellers, threatened with respect to the Corporation Plans (other than routine claims for benefits).

               (g) Except as disclosed in Section 3.22(g) of Sellers’ Disclosure Schedule, there is no pending termination or winding-up procedure in respect of any of the Corporation Plans.

               (h) No commitments have been made by the Corporation to amend any Corporation Plan, to provide increased benefits thereunder or to establish any new benefit plan, except as required by applicable Law or as disclosed in Section 3.22(h) of the Sellers’ Disclosure Schedule.

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               (i) Except as disclosed in Section 3.22(i) of Sellers’ Disclosure Schedule, the transactions contemplated in this Agreement shall not, alone or upon the occurrence of any additional or subsequent event, result in any payment, severance or otherwise, or acceleration, vesting or increase in benefits under any Corporation Plan with respect to any employees or former employees of the Corporation.

               (j) No Corporation Plan provides post-retirement or post-employment benefits for the former employees of the Corporation.

               (k) None of the Corporation Plans require or permit retroactive increases or assessments in premiums or payments.

               (l) The Corporation does not contribute and is not required to contribute to any multi-employer pension or benefit plan. No Corporation Plan is a multi-employer pension or benefit plan.

               (m) Except as disclosed in Section 3.22(m) of the Sellers’ Disclosure Schedule, all Corporation Plans can be amended or terminated without any restrictions and the Corporation has the unrestricted power to amend or terminate any of the Corporation Plans.

               (n) The liabilities of the Corporation under any unfunded Corporation Plan are accrued and reflected in the financial statements of the Corporation.

          Section 3.23 Corporation Contracts.

               (a) Except as set forth in Section 3.23(a) of the Sellers’ Disclosure Schedule (such Contracts required to be listed, referred to herein as the “Corporation Contracts”), the Corporation is not a party to or otherwise obligated under any of the following, whether written or oral:

               (i) any Contract providing for the sale of products, the provision of services or warranty liability by the Corporation to any other person or entity or otherwise pursuant to which the Corporation has accepted the terms and conditions of the other party thereto in value in excess of US$75,000;

               (ii) except as set forth in Section 3.13(a) and Section 3.13(d) of Sellers’ Disclosure Schedule, any employment, consulting or similar Contract requiring payment by the Corporation of compensation in excess of US$50,000;

               (iii) any Contract with any customer, reseller or agent, which may require payment by the Corporation or by a customer, reseller or agent of an amount in excess of US$50,000;

               (iv) any Contract containing any most favored customer or similar provision;

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               (v) any support service level Contract with any customer, reseller or agent;

               (vi) any single Contract providing for an expenditure by the Corporation in excess of US$50,000 or any Contracts with the same or affiliated vendor(s) providing for an expenditure by the Corporation in excess of US$50,000;

               (vii) except as set forth in Section 3.25 of the Sellers’ Disclosure Schedule, any Contract providing for an expenditure by the Corporation for the purchase, lease or sale of any real property;

               (viii) any Contract, bid or offer to sell products or to provide services to third parties which (i) the Corporation knows or has reason to believe is at a price which would result in a net loss to the Corporation on the sale of such products or provision of such services, (ii) contains terms or conditions which the Corporation cannot reasonably expect the Corporation to satisfy or fulfill in whole or in part (including, without limitation, any software development deadline), or (iii) would permit such a third party to seek or recover consequential damages;

               (ix) any purchase commitment for materials, supplies, component parts or other items or services in excess of the normal, ordinary, usual and current requirements of the Corporation or at a price materially in excess of the current reasonable market price at the time of such commitment or at the time of expected delivery of such materials, supplies, component parts or other items or services;

               (x) any Contract pursuant to which the Corporation is the lessee or sublessee of, or holds or operates, any personal property owned or leased by any other Person or entity (other than leases of personal property leased in the ordinary course of business consistent with past practice with annual lease payments no greater than US$50,000);

               (xi) any Contract pursuant to which the Corporation is the lessor, sublessor or lessee of, or permits any third party to operate, any real or personal property owned or leased by any of the Sellers or an officer or employee of the Corporation or any Affiliate thereof;

               (xii) any revocable or irrevocable power of attorney granted to any Person for any purpose whatsoever;

               (xiii) any loan agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, endorsement, foreign exchange contract, commodity contract, interest rate or other derivative contract,

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accommodation or other similar type of contract or agreement, and in any event, including each instrument, contract or agreement evidencing or relating to Indebtedness (together, in each applicable case, with the outstanding principal balance thereof, accrued but unpaid interest thereon, prepayment penalties associated therewith and total payoff amount as of the payoff date specified thereon);

               (xiv) any assumption, surety, guarantee, support, indemnity or other similar type of Contract guaranteeing or supporting the obligations of or indemnifying another Person;

               (xv) any arrangement or other agreement which involves (i) a sharing of profits, or (ii) any joint venture, partnership or similar Contract or arrangement.

               (xvi) any sales agency, sales representation, consulting, distributorship or franchise agreement that is not terminable in 30 days or less without cost or penalty and which may require payment by the Corporation of compensation in excess of US$50,000;

               (xvii) any contract (i) prohibiting competition by the Corporation, (ii) prohibiting the Corporation or its employees from freely engaging in any business anywhere in the world, other than the Corporation’s standard employee confidentiality and employee non-compete agreements, or (iii) prohibiting the disclosure of trade secrets or other confidential or proprietary information (in the case of (iii), other than employee non-disclosure agreements and other non-disclosure agreements entered into in the ordinary course of business consistent with past practice);

               (xviii) any Contract providing for the payment of cash or other benefits upon the sale, merger or other change of control of the Corporation or a substantial portion of the respective assets of any of them;

               (xix) any Contract pursuant to which the Corporation has entered into or has agreed to enter into any hedging or similar transactions;

               (xx) any Contract pursuant to which the Corporation has acquired or disposed of or has agreed to acquire or dispose of any securities or any business or product line or the like;

               (xxi) other than as set forth in Section 3.26(b) of the Sellers’ Disclosure Schedule, any license, sublicense, assignment or agreement that is included in or related to the Corporation Intellectual Property or another’s Intellectual Property, except for any Corporation Software that is distributed, sold or licensed by the Corporation to third

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parties in the ordinary course of business consistent with past practice, provided, however, that Sellers shall have provided Purchaser with copies of all standard form software license agreements, distribution agreements and like agreements pursuant to which such Corporation Software is so distributed, sold or licensed;

               (xxii) any (i) Contract pursuant to which a penalty, incurred or explicit, has been incurred or assessed, (ii) no charge sales order which is a sales order where there is no charge for an item on such order, (iii) Contract pursuant to which any service level agreement penalties, incurred or explicit, have been incurred or assessed or to the Knowledge of Sellers will be incurred or assessed within twelve (12) months of the date hereof, or (iv) Contract pursuant to which a service credit has been provided, however, that any such Contract or sales order that has a value of US$50,000 or less shall not be required to be disclosed in Section 3.23(a) of the Sellers’ Disclosure Schedule;

               (xxiii) any other material Contract which is not cancelable without penalty on 30 days notice or less and which is not specifically described on any other Schedule to this Agreement and which is a commitment (whether an expenditure, receivable or otherwise) in excess of US$50,000 over next 12 months;

               (xxiv) any Contract obligating the Corporation to deliver future product enhancements involving costs to the Corporation of in excess of US$50,000 or which may entitle the Corporation to receive in excess of US$50,000; and

               (xxv) any Contract pursuant to which the Corporation has undertaken to deliver, or pursuant to which the receipt of revenue is contingent upon the delivery of, products or services not in commercial existence as of the date hereof that may require payment by the Corporation of an amount in excess of US$50,000 or that may entitle the Corporation to receive an amount in excess of US$50,000.

               (b) Except as set forth in Section 3.23(a) and 3.23(b) of the Sellers’ Disclosure Schedule, (i) each Corporation Contract (A) constitutes a valid and binding obligation of the Corporation and, to the Knowledge of Sellers, the other parties thereto, enforceable against the Corporation and, to the Knowledge of Sellers, the other parties thereto, in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and (B) is in full force and effect, and (ii) neither the Corporation, nor, to the Knowledge of Sellers, any other party to any of the Corporation Contracts, is in breach or default under any Corporation Contract and there are no material disputes pending or threatened with regard to any Corporation Contracts. The Corporation has delivered or made available to Purchaser, a

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true, complete and accurate copy of each written Corporation Contract required to be disclosed in Section 3.23(a) of the Sellers’ Disclosure Schedule and a true, complete and accurate description of each oral Contract required to be disclosed in Section 3.23(a) of the Sellers’ Disclosure Schedule, and none of such Contracts has been modified or amended in any respect (including with respect to any customer requirements or expectations that are different than, or in addition to, those set forth in such Contracts), except as reflected in such disclosure to Purchaser.

               (c) The Corporation has no commitments or other obligations of value greater than US$50,000 (including with respect to software feature or development obligations or commitments), written or oral, to any customer, reseller, agent or other third party, except for those explicitly and expressly set forth in the Contracts required to be disclosed in Section 3.23(a), Section 3.26 or Section 3.15 of the Sellers’ Disclosure Schedule. All deliverables required to be delivered by the Corporation under any Contract, have been delivered in accordance with customer, reseller or agent requirements set forth in such Contract or as set forth in Section 3.23(c) of the Sellers’ Disclosure Schedule. Except as set forth in Section 3.23(c) of the Sellers’ Disclosure Schedule, all work for each Contract that has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work.

          Section 3.24 Personal Property. Except as may be reflected in the Corporation Balance Sheet, the Corporation owns or leases, free and clear of any Encumbrances (except for Permitted Encumbrances), all the tangible personal property reflected in the Corporation Balance Sheet used or held for use by the Corporation in the Business and all such tangible personal property acquired by the Corporation since the Corporation Balance Sheet Date, except for inventory or other tangible personal property that has been sold or otherwise disposed of in the ordinary course of business consistent with past practice.

          Section 3.25 Real Property.

               (a) The Corporation has never owned nor does it currently own any real property (immovables).

               (b) Section 3.25(b) of the Sellers’ Disclosure Schedule sets forth a list of all of the leases or subleases pursuant to which the Corporation holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property (the “Corporation Leases”) and each leased or subleased parcel of real property in which Corporation is a tenant or subtenant thereunder (the “Leased Real Property”). Other than the Corporation Leases, the Corporation has not leased any other real property (immovable). True and complete copies of the Corporation Leases have been made available to Tekelec. There are no restrictive covenants, municipal by-laws or other Laws that in any way materially restrict or prohibit the use of any material Leased Real Property for the purposes for which it is used in the Business as of the date hereof, other than Permitted Encumbrances. Except as set forth in Section 3.25(b) of the Sellers’

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Disclosure Schedule, (i) each Corporation Lease (A) constitutes a valid and binding obligation of the Corporation (B) assuming such material Corporation Lease is a legal, valid and binding obligation of, and enforceable against the other parties thereto, is enforceable against the Corporation, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and (C) is in full force and effect, (ii) the Corporation is not in breach or default under any Corporation Lease (iii) to the Knowledge of Sellers, none of the landlords or sublandlords under any Corporation Leases is in breach or default of its obligations under any such Corporation Lease, (iv) to the Knowledge of Sellers, each Leased Property is free from structural or material defaults and no Leased Property is currently under construction, (vi) the Corporation has not received any work orders required from any fire department or any other Government Entity and to the Knowledge of Sellers, there are no matters under discussion with or by the Corporation relating to work orders on or in respect of the Leased Property, and (vii) no rent under any Corporation Lease has been prepaid nor are there any amounts payable by a lessee under any Corporation Lease in the future for a retroactive period. Copies of all material Corporation Leases, together with any material amendments thereto, have heretofore been made available to Purchaser.

               (c) Except as set forth in Section 3.25(c) of the Sellers’ Disclosure Schedule, the Corporation is not a party to any lease, sublease, concession agreement, use and occupancy agreement, assignment or similar arrangement under which the Corporation is a sub-lessor or assignor of the Leased Real Property.

          Section 3.26 Intellectual Property.

               (a) Section 3.26(a) of the Sellers’ Disclosure Schedule contains a true, complete and accurate list of each of the following items of Corporation Intellectual Property: patents and patent applications, trademarks, service marks, trade names, corporate names, whether or not registered, and the registrations of and applications for registration of the foregoing; registered copyrights and applications for copyright registration; and registrations of such copyrights; registered industrial designs and applications therefor; and domain names and registrations thereof, and Owned Software (such items required to be listed, referred to herein as “Scheduled Corporation Intellectual Property”). Section 3.26(a)(i) of the Sellers’ Disclosure Schedule accurately summarizes, where applicable, the following for each item of Scheduled Corporation Intellectual Property: status (e.g. issued, pending, abandoned, in reinstatement) patent number, application number, registration number, filing date, date of issuance, applicant, mark or name, owner(s), owner(s) as registered at the national intellectual property office, country of filing, and the next maintenance fee and other administrative obligations required to maintain or prosecute such Intellectual Property, and the due date therefor. Section 3.26(a)(ii) of the Sellers’ Disclosure Schedule contains a true, complete and accurate list of material Software (indicating current version number) included in the Owned Software. There is no proceeding or action before any court or tribunal (including the Canadian Intellectual Property Office, the United States Patent and Trademark Office or similar authorities anywhere in the world) related to any

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Scheduled Corporation Intellectual Property other than prosecution proceedings entered into in the ordinary course of business consistent with past practice with the applicable issuing or granting authorities. All such Scheduled Intellectual Property is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use) and are not subject to any unpaid maintenance or other fees or taxes or actions due within 90 days after the Closing.

               (b) Section 3.26(b) of the Sellers’ Disclosure Schedule contains a list of all Contracts relating to Intellectual Property or Software (including Corporation Software and any other Software used in the ordinary course of business consistent with past practice of the Corporation) to which the Corporation is a party or is otherwise obligated, including without limitation any agreement by which the Corporation (i) (A) licensed any Person under any Corporation Intellectual Property or sublicensed any Person under any Intellectual Property owned by another Person, (such agreement, a “Corporation Intellectual Property License”); (B) is licensed under any Intellectual Property owned by another Person (such agreement, a “Third Party Intellectual Property License”); (C) uses, owns, assigned or is assigned any right or interest in, settled any dispute, or released or was released from any claim pertaining to, any Intellectual Property; (D) is restricted in or obligated with respect to, or has restricted or obligated another with respect to, the disclosure, use, development, enforcement, prosecution, maintenance, transfer, licensing or other exploitation of any Intellectual Property; (E) granted or was the beneficiary of a covenant not to sue or other restrictive covenant or agreement with respect to Intellectual Property; or (F) has other than in the ordinary course of business consistent with statutory provisions governing the sale of goods, given, obtained or permitted the disclaimer of a warranty, indemnity or hold harmless obligation with respect to any Intellectual Property, or (ii) is obligated or committed, or has obtained an obligation or commitment from any Person, to enter into an agreement pertaining to any of the categories set forth in subpart (i), (each such agreement described in this Section 3.26(b), a “Corporation Intellectual Property Agreement”).

               (c) The Corporation has good, valid and legal title to, and is the sole and exclusive owner of all right, title and interest in and to, Corporation Intellectual Property, free and clear of all Liens (other than restrictions on Corporation Intellectual Property that are set forth in the terms and conditions of Third Party Intellectual Property Licenses listed in Section 3.23(a) of the Sellers’ Disclosure Schedule). The Corporation has the right to use and otherwise exploit in the manner currently used or exploited, or as proposed, or reasonably expected, to be used or exploited, by the Corporation, Corporation Manufacturing Tools, Corporation Software and all other Intellectual Property used or exploited by the Corporation that is material to the operation of the Business and the Corporation will continue to have the right to use and exploit such Corporation Manufacturing Tools, Corporation Software and Intellectual Property in the same manner and to the same extent as it was just prior to Closing.

               (d) To the Knowledge of Sellers, each item of Corporation Intellectual Property is valid and enforceable. There is no pending action or claim or allegation asserting the invalidity or unenforceability of any item of Corporation

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Intellectual Property. In no instance has copyright protection in the Corporation Software been dedicated to the public domain or become subject to an obligation to freely license all third parties or publicly disclose source code.

               (e) The Corporation Intellectual Property and Third Party Intellectual Property Licenses include all rights of the Corporation in Intellectual Property used or exploited in or necessary for the operations or conduct of the Business (as such operations are currently conducted). There are no change of control or other provisions of such Third Party Intellectual Property Licenses that may prevent or inhibit the Purchaser from exploiting the Third Party Intellectual Property Licenses.

               (f) No Corporation Intellectual Property or Owned Software is subject to any judgment, order, writ, injunction, or decree of any court or other Governmental Entity that restricts, impairs or otherwise imposes any obligation with respect to the validity, enforceability, disclosure, use, enforcement, prosecution, maintenance, transfer, licensing or other exploitation of, or that otherwise relates to or affects Corporation Intellectual Property or Owned Software.

               (g) The Corporation (including, without limitation, directly, as a contributory infringer, through inducement or otherwise), the products and services offered by or on behalf of or through the Corporation (whether by sale, license or otherwise), the processes or business methods used by or at the direction of the Corporation, and the operation of the business of the Corporation has not and have not infringed, misappropriated or otherwise violated, and does not and do not infringe, misappropriate or otherwise violate, any Intellectual Property of any Person. There has not been any unauthorized disclosure of any third party Intellectual Property by the Corporation, or by any employees or officers of the Corporation. The use of the Corporation Intellectual Property or Corporation Software by the Corporation does not conflict with any rights of any Person.

               (h) There is not and has not been any unauthorized use, exploitation or disclosure, infringement, misappropriation or other violation of any Corporation Intellectual Property by any Person.

               (i) There has been no claim made, or to the Knowledge of Sellers, threatened, by or against the Corporation (and the Corporation has not been a party to any Action including such a claim), and the Corporation has not received or provided notice of any such claim or other communication: (i) asserting the invalidity, misuse or unenforceability, infringement, misappropriation or other violation of any third party Intellectual Property or Corporation Intellectual Property; (ii) challenging the Corporation’s ownership of or rights to use, license or otherwise exploit any Intellectual Property; (iii) asserting that the Corporation has engaged in unfair competition, false advertising or other unfair business practices; (iv) offering an “invitation to license” as a means to avoid infringement or potential infringement of any Intellectual Property; or (v) otherwise asserting claims or allegations asserting the misappropriation, violation or infringement of Intellectual Property, or that would, if established, affect Corporation Intellectual Property, Corporation Intellectual Property Agreements, or the ability of the

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Corporation to carry out the business of the Corporation in the future without infringing, misappropriating or violating the Intellectual Property of any Person.

               (j) Except as described in Section 3.26(j) of the Sellers’ Disclosure Schedule, the Corporation has taken all actions reasonably necessary to maintain and protect Corporation Intellectual Property, including without limitation, (i) paying all application, examination, registration, issue, renewal and maintenance or other fees that have become due, (ii) filing all necessary responses (including responses to Office actions), documents and certificates including statements of use with the relevant patent, copyright, trademark or other authorities, (iii) recording documents of title and releases of security interests required to perfect rights in Corporation Intellectual Property, (iv) marking its products to indicate ownership of Intellectual Property embodied in such products and to preserve the right to seek and obtain damages for the violation of such Intellectual Property, and (v) exercising reasonable care, including taking all reasonable steps, to protect the Corporation’s rights in confidential information and trade secrets and to protect the confidential information and trade secrets of others who have provided such confidential information and trade secrets to the Corporation in confidence.

               (k) Except as set forth in Section 3.26(k) of the Sellers’ Disclosure Schedule, the Corporation’s current and former employees, officers and independent contractors and consultants who have created any Intellectual Property used or held for use or exploitation by the Corporation (including without limitation any Intellectual Property incorporated in Corporation Software), have assigned ownership of such Intellectual Property to Corporation through a Corporation Intellectual Property Agreement, waived in writing all moral rights in favour of the Corporation, and entered into agreements with the Corporation preventing them from disclosing confidential information to any third party or making any improper use of confidential information.

               (l) None of the Corporation Intellectual Property was developed by or on behalf of, pursuant to a Contract with, or using grants or any other subsidies of, any governmental or public entity or authority, university, corporate sponsor, or other third party.

               (m) The consummation of the transaction contemplated by this Agreement will not alter, impair or extinguish any of the Corporation Intellectual Property or rights or obligations under any Corporation Intellectual Property Agreement.

               (n) Except as set forth in Section 3.26(n) of the Sellers’ Disclosure Schedule, none of the Corporation Software: (i) incorporates any Public Software, includes any modifications to any Public Software, or is subject to any Public Software license or is subject to any license or other contractual obligation that (A) requires the Corporation to divulge to any Person any source code or trade secret that is part of Corporation Software, (B) licenses a third party to create any derivative work based on Corporation Software or any part thereof, or (C) licenses a third party to distribute or redistribute Corporation Software or any part thereof at no charge; or (ii) contains any time bomb, virus, worm, Trojan horse, back door, drop dead device, or

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any other Software that would interfere with its normal operation, would allow circumvention of security controls, or is intended to cause damage to hardware, Software or data.

               (o) The Corporation owns or has the right to exploit, and after Closing will continue to own or have the right to exploit, each item of Corporation Software and the Corporation Manufacturing Tools in the same manner and to the same extent as it was used prior to the Closing, including, without limitation, the uninterrupted right to continue to distribute after the Closing in the same manner and to the same extent as prior to Closing, all Software embedded in or otherwise distributed with or distributed for use in connection with products and services distributed in the ordinary course of business. Corporation Software constitutes all Software necessary to conduct the business and operations of the Corporation as currently conducted and reasonably anticipated to be conducted following the Closing.

               (p) All Corporation Manufacturing Tools and Corporation Software (i) is in the possession, custody and control of the Corporation, along with all hardware and software tools, documentation, and other materials necessary to exploit Corporation Manufacturing Tools and Corporation Software in the ordinary course of business, and such Corporation Manufacturing Tools and Corporation Software and related tools and materials will remain so immediately after the Closing, (ii) has been catalogued and documented as reasonably necessary to enable competently skilled programmers and engineers to use, update and enhance such items by readily using the existing source code, engineering drawings, machine settings and documentation, and (iii) is stored in electronic form with up-to-date appropriately catalogued versions, in at least two separate geographical locations for effective disaster recovery. No Corporation Software in source code form has been provided to the Corporation persons except on a need-to-know basis. The Owned Software has not been presented or disclosed in source code form to any third party (including without limitation, employees and officers of the Corporation) except under written confidentiality agreements or written source code escrow agreements listed in Section 3.26(b) of the Sellers’ Disclosure Schedule. There has been no security breach relating to, no violation of any security policy regarding, and no unauthorized access to, the Corporation proprietary data or Corporation Software.

               (q) Except as set forth in Section 3.26(q) of the Sellers’ Disclosure Schedule, the Corporation is not obligated to support or maintain any Corporation Software except pursuant to agreements that will terminate by their terms or are terminable at will by the Corporation (and other than for cause) on a periodic basis and that provide for periodic payments to the Corporation for such services.

               (r) The Corporation Software is free of material defects and material errors, and functions in substantial conformity with documentation therefor.

               (s) The Corporation has not undertaken any commitment to commit any Corporation Intellectual Property to the public domain, to the free and unrestricted use of any trade group or association, or to be licensed freely on any predetermined terms (including any commitment to grant licenses of “reasonable and

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non-discriminatory” terms), including, without limitation, any commitment or obligation arising from participation by the Corporation in any standards-setting activities or any standards-setting organizations including patent pools and the like. The participation, conduct and activities of the Corporation in any standards-setting activities or any standards-setting organizations prior to the Closing shall not cause the validity, enforceability, disclosure, use, enforcement, prosecution, maintenance, transfer, licensing or other exploitation of, any Corporation Intellectual Property or Owned Software to be limited, restricted, impaired or otherwise adversely affected, whether as a result of compliance or non-compliance by the Corporation with any intellectual property policy and practices (whether or not written or formally adopted) of any such activities or organization.

               (t) Except as set forth in Section 3.26(t) of the Sellers’ Disclosure Schedule, the Corporation does not use, rely on or contract with any Person to provide services bureau, outsourcing or other computer processing services and the Corporation provides no such services to others.

               (u) The Corporation maintains policies and/or procedures regarding data security and privacy that are commercially reasonable and, in any event, in compliance with all their obligations under applicable Law, except for such non-compliance as would not, individually or in the aggregate, adversely affect the operations of the Corporation and cause the Corporation to pay an amount of less than US$50,000 to remedy such non-compliance. The Corporation has operational business continuity plans addressing the possibility of future significant business disruptions, including but not limited to procedures to follow in the event of the loss of key personnel, equipment and facilities. There has been no security breach relating to, violation of any security policy regarding, or unauthorized access or unauthorized use of, any data in the possession of the Corporation that contains the personally identifiable information of natural persons. The use and dissemination of any and all data and information concerning individuals by the Corporation is in compliance with all applicable privacy policies, terms of use, customer agreements and Law, except for such non compliance as would not, individually or in the aggregate, result in a Material Adverse Effect on the Corporation.

               (v) The Corporation has taken commercially reasonable steps to establish and protect its ownership of Corporation Intellectual Property, including, without limitation, taking reasonable steps to protect the confidential status of all trade secret or confidential information, including entering into written agreements with (or, with regard to employees, establishing binding policies) all Persons who receive any confidential or trade secret information restricting the disclosure of such information or material to any third party and preventing the improper or unauthorized use of such information or material.

          Section 3.27 Affiliated Transactions. As of the date hereof, except as set forth in Section 3.27 of the Sellers’ Disclosure Schedule, there are no Contracts providing for the provision or sharing of services or tangible or intangible assets or any other matter between the Corporation, on the one hand, and the Sellers or their Affiliates (other than the Corporation), on the other hand. Except as set forth in Section 3.27 of the

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Sellers’ Disclosure Schedule, there are no letters of credit, guarantees or similar obligations given by the Corporation in respect of Indebtedness or liabilities of any Person (other than the Corporation).

          Section 3.28 Assets Used in the Business. The assets, properties, rights and interests of the Corporation constitute in all material respects all assets, properties, rights and interests of the Corporation used in the Business as of the date hereof.

          Section 3.29 Books and Records. The books and records of the Corporation (including, for greater certainty, financial, operations, sales, accounts, and purchase books and records) present in all material respects the respective financial positions of the Corporation as at the relevant dates, and all material financial transactions of the Corporation have been accurately recorded in all material respects in such books and records.

          Section 3.30 Brokers’ Fees. Except as set forth in Section 3.30 of the Sellers’ Disclosure Schedule, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of Sellers or any of their Affiliates.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

          The Tekelec Parties solidarily represent and warrant to Sellers as follows:

          Section 4.1 Corporate Status. Each of the Tekelec Parties is duly incorporated and validly existing under the Laws of its governing jurisdiction and each (i) has all requisite corporate power and authority to carry on its business as it is now being conducted and (ii) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets or the conduct of its business requires it to be so qualified.

          Section 4.2 Authorization. Each of the Tekelec Parties has all the requisite corporate power and authority to enter into, and to perform its obligations under, this Agreement and the Escrow Agreement. The execution and delivery of this Agreement and the Escrow Agreement by the Tekelec Parties and the consummation by the Tekelec Parties of the transactions contemplated hereby or thereby (as applicable) have been duly and validly authorized by the Boards of Directors of the Tekelec Parties and no other corporate proceedings of either of the Tekelec Parties, including approval of the shareholders of Tekelec, are necessary to authorize this Agreement or the Escrow Agreement or to consummate the transactions contemplated hereby or thereby (as applicable). This Agreement has been duly executed and delivered by the Tekelec Parties, and (assuming due authorization, execution and delivery by the Sellers) this Agreement constitutes, and the Escrow Agreement, when executed and delivered by the Tekelec Parties (assuming due authorization, execution and delivery by the other parties

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thereto) will constitute, a valid and binding obligation of the Tekelec Parties, enforceable against the Tekelec Parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

          Section 4.3 Legal Proceedings. There are no Actions pending, or, to the Knowledge of Tekelec, threatened against any of the Tekelec Parties or their Affiliates, which if adversely determined, (i) would materially impair the Tekelec Parties’ ability to perform their obligations under this Agreement or the Escrow Agreement (as applicable) or consummate the transactions contemplated hereby or thereby (as applicable) or (ii) would challenge the validity or enforceability of this Agreement or the Escrow Agreement or seek to enjoin or prohibit consummation of the transactions contemplated hereby or thereby.

          Section 4.4 Brokers’ Fees. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Tekelec Parties or any of their Affiliates.

          Section 4.5 No Conflict. The execution and delivery of this Agreement and the Escrow Agreement by the Tekelec Parties and the consummation of the transactions contemplated hereby or thereby (as applicable) will not (i) violate any applicable Law to which any of the Tekelec Parties (or any of their respective Subsidiaries) is subject or (ii) violate the charter, bylaws or other organizational documents of a Tekelec Party.

          Section 4.6 Consents and Approvals. No notice to, consent, waiver, agreement, approval, or authorization of, or declaration, filing or registration with, or permit from, or assignment by any Governmental Entity or any other Person, is required to be made or obtained by the Tekelec Parties in connection with the execution, delivery or performance of this Agreement or the Escrow Agreement or the consummation of the transactions contemplated hereby or compliance by the Tekelec Parties with any of the provisions hereof.

          Section 4.7 No Vote Required. No vote of the shareholders of Tekelec is required by applicable Law, Tekelec’s Certificate or Articles of Incorporation or by-laws or otherwise in order for Tekelec and Purchaser to consummate the transactions contemplated herein.

          Section 4.8 Financing. Tekelec has, and will have prior to the Closing Date, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price in connection with the transactions contemplated herein and to pay all fees and expenses in connection therewith.

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ARTICLE V

COVENANTS

          Section 5.1 Publicity. The Tekelec Parties and the Sellers shall communicate with each other and cooperate with each other prior to any public disclosure of the transactions contemplated by this Agreement. The Tekelec Parties and the Sellers agree that no public release or announcement concerning the terms of the transactions contemplated hereby shall be issued by any party without the prior consent of the Tekelec Parties and the Sellers, except as such release or announcement may be required by Law or the rules and regulations of any share exchange upon which the securities of Sellers or Tekelec, as applicable, are listed, in which case the party required to make the release or announcement shall consult with the other party about, and allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

          Section 5.2 Further Actions. Sellers and the Tekelec Parties shall use commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for them to fulfill their obligations in respect of this Agreement and the transaction contemplated hereby. Sellers and the Tekelec Parties will coordinate and cooperate with each other in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Sellers or the Tekelec Parties, as the case may be, in connection with the filing and other actions contemplated by Section 5.3.

          Section 5.3 Filings; Authorizations.

               (a) Sellers, on the one hand, and Tekelec, on the other hand, shall promptly provide or file or cause to be provided or filed all necessary filings and any additional information requested by any Governmental Entity in connection with the transactions contemplated hereby. Each of Tekelec and Sellers shall, and shall cause its Subsidiaries to, comply with any applicable post-Closing notification or filing requirements, as well as with other requirements of any antitrust, trade, competition, investment or similar Law. Each of Tekelec and Sellers shall promptly cooperate and consult with respect to the preparation and submission of any filings with a Governmental Entity that may be required by Law or be considered by either party to be reasonably required, as well as with respect to the preparation and submission of any information requested by a Governmental Entity, in connection with the transactions contemplated hereby, including by providing to the other party or its counsel (i) an opportunity to review and input into drafts of such filings and other written communications with a Governmental Entity prior to their finalization, (ii) any reasonably available information that may be requested for such purpose and (iii) copies of all filings and other information provided to any Governmental Entity. Any such information marked or designated as “Highly Confidential” shall be exchanged only between legal counsel to the parties and shall be redacted from any copies of filings or

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other materials that may be provided to other representatives of the recipient party. Each of Tekelec and Sellers shall also cooperate with respect to, and provide counsel to the other party with an opportunity to attend and/or participate in, any meetings, conference calls or other communications that may be held with any Governmental Entity in connection with the transactions contemplated hereby.

               (b) Tekelec and Sellers shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any Corporation Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, the parties shall furnish such information as may be required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.

          Section 5.4 Termination of Agreements. As of the Closing, except for those Contracts set forth in Section 5.4 of the Sellers’ Disclosure Schedule, all Contracts between the Corporation, on the one hand, and any of the Sellers or Affiliates (other than the Corporation), on the other hand (the “Terminating Contracts”), shall be terminated as between them and shall be without any further force and effect, and there shall be no further obligations of any of the relevant parties thereunder. Tekelec agrees to take and to cause the Corporation to take any action following the Closing that would be required to give effect to the termination of the Terminating Contracts.

          Section 5.5 Tax Matters. (a) If the amount of any capital dividend (within the meaning of subsection 83(2) of the Tax Act) paid by the Corporation prior to the Closing Date is in excess of the capital dividend account (as defined in the Tax Act) of the Corporation immediately before such dividend became payable, the Sellers shall, and shall exercise commercially reasonable efforts to cause any other shareholder of the Corporation who has been paid such dividend to, prepare and file the necessary election forms to treat such dividend as two distinct dividends, namely: (i) a “capital dividend” equal to the balance of the capital dividend account of the Corporation immediately before such dividend became payable, and (ii) a “taxable dividend” for any excess. The Sellers shall, and shall exercise commercially reasonable efforts to cause such other shareholder to, comply with the provisions of subsection 184(3) of the Tax Act and related regulations and the equivalent provisions of any applicable provincial tax statute and ensure that such election is made in the prescribed manner and filed with the appropriate Taxing Authorities together with all require supporting documents. The Sellers shall, and shall exercise commercially reasonable efforts to cause other shareholder to, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to implement and carry out the true intent and meaning of this Section 5.5(a).

               (b) If the Corporation made an eligible dividend designation (as defined in the Tax Act) for any dividends paid or payable prior to the opening of business on the Closing Date in excess of what is permitted pursuant to the Tax Act, the

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Sellers shall, and shall exercise commercially reasonable efforts to cause any other shareholder who has been paid such dividends to, comply with the provisions of subsection 185.1 (2) of the Tax Act and the equivalent provisions of any applicable provincial tax statute to treat such excess as taxable dividends and not as eligible dividends and ensure that such election is made in the prescribed manner and filed with the appropriate Taxing Authorities together with all the required supporting documents. The Sellers shall, and shall exercise commercially reasonable efforts to cause such other shareholder to, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to implement and carry out the true intent and meaning of this Section 5.5(b).

               (c) The Purchaser and the Sellers confirm that no portion of the Purchase Price payable to the Sellers is attributable to non-compete and non-solicitation covenants. The Purchaser and the Sellers confirm that the covenants set forth in Section 5.7 hereof have been granted to maintain or preserve the value of the Shares acquired by Purchaser hereunder. At the request of the Sellers, the Purchaser shall execute an election with the Sellers containing prescribed information under section 56.4 of the Tax Act and any other comparable applicable provision under the Taxation Act (Québec).

               (d) The Purchaser will cause the Corporation to prepare and file all Tax Returns for the Corporation due after the Closing Date in respect of periods ending on or before or which include the Closing Date, which Tax Returns will be prepared and filed on a timely basis. Not less than 30 days prior to the due date of any such Tax Return, the Purchaser will provide the Sellers with a substantially final draft of the Tax Return (the “Draft Return”). The Sellers and its accountants have the right to review the Draft Return and any working papers relating to its preparation. Within 15 days after the date that the Sellers receive the Draft Return, the Sellers will advise the Purchaser in writing that they either agree with the Draft Return or do not agree with the Draft Return, in which case the Seller will set out, in reasonable detail, the basis for such disagreement.

               (e) If the Sellers notify the Purchaser of a disagreement pursuant to Section 7.4, the Sellers and the Purchaser will attempt to resolve such disagreement; provided, however, that if the Sellers and the Purchaser fail to reach agreement, and notwithstanding Section 7.3 of this Agreement, then the disagreement will be resolved by a nationally recognized firm of independent public accountants to be designated by mutual agreement of the Sellers and the Purchaser, failing which the firm will be PricewaterhouseCoopers LLP. The fees and expenses of the accountants in making any such determination will be borne 50% by the Seller and 50% by the Purchaser. Upon request by Sellers, the Purchaser shall cause the Corporation to make the election under subsection 256(9) of the Tax Act and the corresponding provincial election in respect of the taxation year of the Corporation ending as a result of the completion of the transactions contemplated in this Agreement.

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               (f) The Corporation shall pay or cause to be paid on a timely basis all Taxes shown as due on the Tax Returns prepared in accordance with Section 5.5(d), including Taxes to be remitted in respect of the Employee Payments.

               (g) The Tekelec Parties and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request), subject to Section 5.6 hereof, the provision of records and information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Tekelec Parties shall (i) retain all books and records with respect to Tax matters pertinent to the Corporation relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention requirements stipulated by the relevant Law and agreements entered into with any Taxing Authority and (ii) to give the Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Sellers so request, shall allow the requesting party to take possession of such books and records.

               (h) Neither Tekelec nor any of its Affiliates (including, after the Closing, the Corporation) shall, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed, (i) make or change any Tax election affecting any pre-Closing Tax period of the Sellers or any of their Affiliates, (ii) amend, refile or otherwise modify (or grant an extension of any applicable statute of limitations with respect to) any Tax Return prepared by the Sellers or any of their Affiliates relating to a pre-Closing Tax period or (iii) take any action that results in any increased Tax liability (including a reduction in a refund) or reduction of any Tax asset of any of the Corporation (or the Sellers or any of their Affiliates) in respect of a pre-Closing Tax period.

          Section 5.6 Post-Closing Access. After the Closing, upon reasonable notice and provided that such Persons (if they are not Sellers) sign non-disclosure agreements in form and substance acceptable to Purchaser, Purchaser will give, or will cause to be given, to the accountants and/or tax advisors and/or legal counsel of each of the Sellers, access, during normal business hours, to the books and records which relate to the Corporation and the Business and which relate to periods prior to the Closing, and will permit such Persons to examine and copy such books and records to the extent reasonably requested by any Seller in connection strictly with the preparation of Tax Returns and financial reporting matters, audits, legal proceedings, Actions, governmental investigations and other business purposes.

          Section 5.7 Non-Competition.

               (a) For a period of three (3) years from and after the Closing, each Seller, shall not, and shall cause any of its Affiliates not to, directly or indirectly, engage in or own any interest (other than an interest of less than five (5) percent of the

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voting securities of a publicly traded corporation) in a Competitive Business, provided, however, that, except with respect to Stephan Ouaknine, the covenant set forth in this Section 5.7 shall not be applicable to and enforceable against a Seller that is an employee or a consultant of the Corporation immediately prior to Closing and remains an employee or a consultant of the Corporation immediately following Closing.

               (b) As used in this Agreement, “Competitive Business” means any entity or business that engages, directly or indirectly, in the development or sale of subscriber data management systems for mobile or fixed communications operators, except with respect to the development of such systems that is (i) incidental to the principal business of said entity or business, (ii) for internal use only, and (iii) not for sale or licensing in anyway.

               (c) For a period of two (2) years from and after the Closing, each of the Sellers shall not, and shall cause each of its Affiliates not to directly (i) induce or attempt to induce any employee of the Corporation to leave the employ of the Corporation and its Affiliates, (ii) in any way interfere with the relationship between Purchaser and its Affiliates and any such employee, or (iii) employ or otherwise engage as an employee, independent contractor or otherwise, any such employee, without the prior written consent of Purchaser, provided, however, that such undertakings shall not apply to general solicitations by any of the Sellers or any of their Affiliates and solicitations undertaken by a third party on behalf of a Seller or any of its Affiliates without Seller or any of its Affiliates requesting the recruiting of such Person.

          Section 5.8 Directors’ and Officers’ Indemnification and Insurance.

               (a) The Tekelec Parties shall cause the provisions of the certificate and articles of incorporation and by-laws of the Corporation relating to indemnification of the directors and officers (or former directors and officers) of the Corporation to remain in full force and effect and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors or officers of the Corporation. The obligations set out in the previous sentence shall also apply to any successors or assigns of the Corporation.

               (b) The Tekelec Parties shall cause the Corporation or their successors or assigns to maintain in effect for six (6) years from the Closing Date directors’ and officers’ liability insurance, provided such insurance is reasonably available, covering the present directors and officers of the Corporation, which policy shall (i) have the same dollar limit coverage as is applicable to the Corporation’s present directors and officers and (ii) contain terms and conditions that are substantially equivalent to such insurance maintained by the Corporation for the benefit of its directors and officers for matters occurring prior to the Closing Date.

               (c) The obligations of Tekelec, the Corporation (or their respective successors and assigns) under this Section 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnified party to whom this

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Section 5.8 applies without the consent of such indemnified party (it being expressly agreed that the indemnified parties to whom this Section 5.8 applies shall be third party beneficiaries of this Section 5.8).

          Section 5.9 Undertaking by Tekelec. Tekelec expressly undertakes that it shall cause Purchaser to comply with its obligations under this Agreement.

          Section 5.10 Undertaking by Tekelec Parties. The Tekelec Parties expressly undertake to cause the Corporation to make the Employee Payments no later than the Corporation’s second payroll following the Closing Date.

ARTICLE VI

INDEMNIFICATION

          Section 6.1 Survival.

               (a) The representations and warranties contained herein shall survive the Closing until the date that is fifteen (15) months following the Closing Date and shall thereupon terminate; provided, however, that the representations and warranties made by (i) the Sellers in Section 3.1, Section 3.2 and Section 3.5, and (ii) the Tekelec Parties in Section 4.1 and Section 4.2, shall survive the Closing indefinitely. Notwithstanding anything to the contrary contained in this Section 6.1(a), in the case of fraud, intentional misrepresentation or willful misconduct, the applicable representation and warranty shall survive the Closing indefinitely.

               (b) All covenants and agreements contained herein that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date, shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.

          Section 6.2 Obligations of the Sellers.

               (a) Subject to the terms of this Article VI, the Sellers shall jointly (pro rata to their shareholdings), and not solidarily, indemnify and hold harmless the Tekelec Parties, their Affiliates (including, for greater certainty, as at and from the date hereof, the Corporation) and their respective directors and officers (collectively, the “Tekelec Indemnified Parties”), from and against any losses, damages, liabilities, claims, interest, penalties, judgments, settlements and costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) suffered by, imposed upon, asserted against or incurred by any Tekelec Indemnified Party as a result of, in respect of, in connection with or arising out of (i) any breach of any of the representations or warranties of the Sellers in this Agreement; or (ii) subject to Section 6.2(b), any breach of any of the covenants or agreements of the Sellers in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date.

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               (b) In the event of a breach by a Seller of any of his, her or its covenants, agreements and obligations pursuant to Section 5.7 of this Agreement, the Seller in breach thereof, and only such Seller, shall individually, and not jointly or solidarily with any other Seller, indemnify and hold harmless the Tekelec Indemnified Parties, from and against any Losses suffered by, imposed upon, asserted against or incurred by any Tekelec Indemnified Party as a result of, in respect of, in connection with or arising out of such breach.

               (c) The obligation of the Sellers to indemnify any Tekelec Indemnified Party for Losses is subject to the following limitations: (i) no Tekelec Indemnified Party shall be entitled to make a claim against the Sellers for indemnification under Section 6.2(a) (“Tekelec Claim”) unless and until the aggregate amount of Losses incurred by all the Tekelec Indemnified Parties in respect of Tekelec Claims exceeds US$200,000 (the “Basket”), and then the Tekelec Indemnified Parties shall be entitled to indemnification for only the amount in excess of US$50,000; and (ii) in no event shall the aggregate amount of Losses for which the Sellers are obligated to indemnify the Tekelec Indemnified Parties pursuant to under Section 6.2(a) exceed the amount of the Escrow Deposit (the "Ceiling”). Notwithstanding the foregoing, the provisions of this Section 6.2(c) shall not apply to any claims for indemnification (A) in respect of a breach of any of the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.5 or Section 3.8 (provided, however, that in the aggregate, indemnification for any such claim shall not exceed the amount of the Purchase Price) or (B) as a result of fraud, intentional misrepresentation or willful misconduct by any of the Sellers. In any of the instances referred to in subsection (B) in the immediately preceding sentence, the obligation of the Sellers to so indemnify shall be as follows: (i) unlimited with respect to any Seller who committed the fraud, intentional misrepresentation or wilful misconduct; and (ii) limited in such event in the aggregate to the amount of the Purchase Price in respect of the other Sellers, jointly, prorata to their respective shareholdings.

               (d) Notwithstanding anything to the contrary in Section 6.2(a), but subject always to the provisions of Section 6.2(b) and (c), the obligation of the Sellers to indemnify any Tekelec Indemnified Party for Losses in respect of a breach of any of the Individual Sellers Representations and Warranties shall at all times be limited to the individual Seller and only to such Seller or Sellers, who were in breach of the applicable Individual Sellers Representations and Warranties.

               (e) Notwithstanding anything to the contrary in this Article VI, but subject always to the provisions contained in Section 6.2(c), in no event shall the aggregate amount for which Sellers are obligated to indemnify the Tekelec Indemnified Parties pursuant to this Agreement exceed the amount of the Purchase Price, save and except (i) in the event of fraud, intentional misrepresentation or wilful misconduct by a Seller, in which case, the liability of the Seller having been responsible for such fraud, intentional misrepresentation or wilful misconduct shall not be limited in any way, or (ii) in the event of a breach by a Seller of any of his, her or its covenants, agreements or obligations pursuant to Section 5.7, in which case the provisions of Section 6.2(b) shall apply.

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               (f) For greater certainty, the provisions of this Article VI shall not apply to any breach by a Seller of any Employment Agreement to which he or she may be a party, it being understood that the Sellers shall not have any liability as regards such breach hereunder and that any claims resulting from such breach shall be governed entirely by the provisions of such Employment Agreement and directed solely against the party in breach thereof.

          Section 6.3 Obligations of the Tekelec Parties.

               (a) Subject to the terms of this Article VI, the Tekelec Parties shall solidarily indemnify and hold harmless the Sellers, their Affiliates and their respective directors and officers (collectively, the “Sellers Indemnified Parties”) from and against any (i) Losses incurred by any Sellers Indemnified Party resulting from any breach of any of the representations or warranties of the Tekelec Parties in this Agreement, and (ii) Losses incurred by any Sellers Indemnified Party resulting from any breach of any of the covenants or agreements of the Tekelec Parties in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date.

               (b) The obligation of the Tekelec Parties to indemnify any Sellers Indemnified Party for Losses is subject to the following limitations: (i) no Sellers Indemnified Parties shall be entitled to make a claim against the Tekelec Parties for indemnification under Section 6.3(a)(i) (“Sellers’ Claim”) unless and until the aggregate amount of Losses incurred by all the Sellers Indemnified Parties in respect of Sellers’ Claims exceeds the Basket, and then the Sellers Indemnified Parties shall be entitled to indemnification for only the amount in excess of US$50,000; and (ii) in no event shall the aggregate amount of Losses for which the Tekelec Parties are obligated to indemnify the Sellers Indemnified Parties pursuant to Section 6.3(a)(i) of this Agreement exceed the Ceiling. Notwithstanding the preceding, the provisions of this Section 6.3(b) shall not apply to any claims for indemnification (A) in respect of a breach of any of the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.7 (provided, however, that in the aggregate, indemnification for any such claims shall not exceed the amount of the Purchase Price) or (B) as a result of fraud, intentional misrepresentation or willful misconduct by the Tekelec Parties.

          Section 6.4 Indemnification Procedures.

               (a) In the event that any Action is commenced by a third party involving a claim for which a party required to provide indemnification hereunder (an “Indemnifying Party”) may be liable to a party entitled to indemnification (an “Indemnified Party”) hereunder (an “Asserted Liability”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability (the “Claim Notice”)(and, in any event, within fifteen (15) days of service of the Action); provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay. The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the “Notice Period”) to notify

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the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense and by counsel of its own choosing, to defend against such Asserted Liability. If the Indemnifying Party undertakes to defend against such Asserted Liability, (i) the Indemnifying Party shall use its reasonable best efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to any settlement which does not contain an unconditional release of the Indemnified Party from the subject matter of the settlement or that contains an admission of liability or wrongdoing. The Indemnified Party shall have the right to participate in the defence against any Asserted Liability at its own expense. Notwithstanding the foregoing, in any event, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefore by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnified Party shall fully render to the Indemnifying Party and its counsel such assistance and cooperation as may be required to ensure the proper and adequate defence and settlement of such claim or demand.

               (b) If the Indemnifying Party does not undertake within the Notice Period to defend against such Asserted Liability, then the Indemnified Party shall defend the Asserted Liability and the Indemnifying Party shall bear the reasonable costs and expenses of the Indemnified Party of such defence. In such case, the Indemnified Party shall control the investigation and defence and may settle or take any other actions the Indemnified Party deems reasonably advisable without in any way waiving or otherwise affecting the Indemnified Party’s rights to indemnification pursuant to this Agreement. The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. The Indemnified Party and the Indemnifying Party also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defence and settlement of such claim or demand.

          Section 6.5 Principles of Indemnification.

               (a) In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of payments recoverable by the Indemnified Party under any insurance policy with respect to such Losses.

               (b) Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article VI to the extent any Losses were attributable to such Indemnified Party’s own gross negligence or willful misconduct.

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               (c) Notwithstanding any other provision of this Agreement, claims pursuant to Section 6.2(a) and Section 6.3(a) for indemnification with respect to the representations, warranties and covenants made by the Sellers or the Tekelec Parties may not be made after the expiration of the applicable time period set forth in Section 6.1(a). All representations, warranties, covenants and indemnification obligations set forth in this Agreement shall survive only for the periods set forth in Section 6.1(a), except to the extent a notice shall have been given prior to such date in accordance with this Article VI by the Indemnified Party to the Indemnifying Party, in which case the representation or warranty alleged in such notice to have been breached shall survive, to the extent of the claim set forth in such notice only, until such claim is resolved.

               (d) Any Losses payable to a Tekelec Indemnified Party under this Article VI shall be paid by a payment from the Escrow Deposit and then, to the extent that the then current Escrow Deposit, if any, is not equal to or greater than the amount of any Losses to which a Tekelec Indemnified Party is entitled to indemnification for (A) a breach of any of the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.5 or Section 3.8 or (B) as a result of fraud, intentional misrepresentation or willful misconduct, by a payment directly from the Sellers.

               (e) No information or knowledge acquired, or investigations conducted, by the Tekelec Parties or their representatives, of the Corporation or otherwise, shall in any way limit, or constitute a waiver of, or a defence to, any claim for indemnification by any Tekelec Indemnified Party under this Agreement.

ARTICLE VII

MISCELLANEOUS

          Section 7.1 Assignment; Binding Effect. This Agreement and the rights hereunder are not assignable unless such assignment is consented to in writing by each of the Tekelec Parties and the Sellers; provided, however, that the Tekelec Parties may without such consent in writing, assign, directly or indirectly, their respective rights (but not their respective obligations) hereunder to any of their respective wholly owned Subsidiaries, provided that no such assignment shall relieve such parties of their obligations hereunder. Subject to the preceding clause, this Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

          Section 7.2 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal laws of Canada applicable therein without regard to the conflicts of law principles.

          Section 7.3 Dispute Resolution.

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               (a) Notice; Negotiation. Any dispute, difference, disagreement, controversy or claim arising out of or in connection with this Agreement, including any question regarding its negotiation, existence, validity, interpretation, performance, breach or termination (“Dispute”), which cannot be resolved by the Parties within 14 days of receipt by a party of a written notice of dispute (“Notice”), shall be referred to the Chief Executive Officer of Tekelec and Maks Wulkans, as representative of the Sellers, who shall meet within 30 days of receipt of Notice, to attempt to resolve such Dispute, subject to obtaining any necessary corporate approvals of such resolution.

               (b) Arbitration. Any Dispute not resolved for any reason pursuant to the process contemplated by Section 7.3(a) within 45 days of receipt of Notice shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”).

               (i) Number of Arbitrators. Where the amount in Dispute (including all claims and counterclaims) is less than or equal to two million U.S. dollars (US$2,000,000) exclusive of interest and costs, the Dispute shall be finally settled by a sole arbitrator nominated by the parties within 30 days of receipt by respondent of the request for arbitration, or, in default thereof appointed in accordance with the ICC Rules. Where the amount in Dispute is greater than two million U.S. dollars (US$2,000,000), exclusive of interest and costs, the Dispute shall be finally settled by three (3) arbitrators. Each Party shall nominate one arbitrator in accordance with the ICC Rules. The two (2) arbitrators so nominated shall appoint the presiding arbitrator within 20 days of the confirmation of the appointment of the second arbitrator. If either Party fails to timely nominate an arbitrator, such arbitrator shall be appointed by the ICC International Court of Arbitration (“ICC Court”). If the two (2) arbitrators nominated by the parties fail to agree upon a third arbitrator within 30 days of the confirmation of the appointment of the second arbitrator, the presiding arbitrator shall be appointed by the ICC Court.

               (ii) Place and Language of Arbitration. The arbitration shall take place in Montreal, Quebec. The language of the arbitration shall be English.

               (iii) Commencement of Arbitration. Either party shall commence the arbitration by filing a Request for Arbitration (as defined in the ICC Rules).

               (c) Hearing; Award. The Parties shall use their reasonable efforts to cause the hearing on the merits to take place within 120 days of the appointment of either the sole arbitrator or the last of the three (3) arbitrators, as the case may be. The arbitration award shall be in writing, shall set forth in reasonable detail the basis for the decision and shall be rendered within 30 days of the end of the hearing where there is a sole arbitrator, and within 60 days of the end of the hearing where there

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are three (3) arbitrators. Judgment upon any award(s) rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

               (d) Costs of the Arbitration. Subject to any award of costs by the arbitrator(s), each of the parties shall bear one-half of the costs of the arbitration, including the fees and expenses of the arbitrator(s) and any expert appointed by the arbitrator(s), and each party shall bear all legal and other costs incurred by it in connection with the arbitration.

               (e) Provisional Measures. For the purposes of any provisional or interim measure in aid of the arbitration proceedings, the parties hereby submit to the exclusive jurisdiction of the competent court in the Province of Québec, City of Montréal. Without prejudice to such provisional or interim remedies in aid of arbitration as may be available under the jurisdiction of a competent court, the arbitrator(s) shall have full authority to grant provisional or interim remedies and to award damages for the failure of a party to respect any order of the arbitrator(s) to that effect.

               (f) Consolidation. In order to facilitate the comprehensive resolution of related Disputes, all claims between any of the parties to this Agreement that arise under or in connection with this Agreement may be brought in a single arbitration. Upon the request of any party to such arbitration, the arbitral tribunal for such proceeding shall consolidate any arbitration proceeding constituted under this Agreement with any other arbitration proceeding constituted under this Agreement, if the arbitral tribunal determines that (i) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise. In the event of different rulings on this question by the arbitral tribunal constituted hereunder and another arbitral tribunal constituted under this Agreement, the ruling of the arbitral tribunal constituted first in time shall control. Such arbitral tribunal shall serve as the tribunal for any consolidated arbitration. Any such order of consolidation issued by such arbitral tribunal shall be final and binding upon the parties to the arbitrations. The parties to such arbitrations waive any right they have to appeal or to seek interpretation, revision or annulment of such order of consolidation under the ICC Rules or in any court. The parties agree that upon receipt of such an order of consolidation, they will promptly dismiss any arbitration brought under this Section 7.3, the subject of which has been consolidated into another arbitral proceeding under this Section 7.3.

          Section 7.4 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if delivered personally, (ii) when sent by cable, telecopy, telegram or facsimile (which is confirmed by the intended recipient), and (iii) when sent by overnight courier service or when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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If to Tekelec or the Purchaser, to:

Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
Attn: Stuart H. Kupinsky
Fax: (919) 461-6845

with copies, in the case of notice to Tekelec or the Purchaser, to:

Ogilvy Renault LLP
Suite 2500
1, Place Ville Marie
Montréal, Québec H3B 1R1
Attn: Niko Veilleux
Fax: (514) 286-5474

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with copies, in the case of notice to the Sellers, to:

Spiegel Sohmer
5 Place Ville Marie
Suite 1203
Montréal, Québec H3B 2G2
Attn: L. Michael Blumenstein
          and
          Frank M. Schlesinger
Fax: (514) 875-8237

and to:

Vincenza La Greca Legal Services Inc.
32 Maplewood ave.
Outremont, Quebec
H2V 2M1
Attn : Vincenza La Greca

and to :

Heenan Blaikie LLP
Suite 2500
1250 René-Lévesque Blvd. West
Montréal, Québec H3B 4W8
Attn: Eric Levy
Fax: (514) 921-1256

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          Section 7.5 Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

          Section 7.6 Fees and Expenses. Except as otherwise specified in this Agreement, each party shall bear its own costs and expenses (including investment advisory and legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

          Section 7.7 Entire Agreement. This Agreement (including the Escrow Agreement, Exhibits and Schedules) constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to such subject matter.

          Section 7.8 Interpretation.

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

               (b) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

               (c) When a reference in this Agreement is made to a “party” or “parties,” such reference shall be to a party or parties to this Agreement unless otherwise indicated.

               (d) Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement.

               (e) Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.

               (f) Except as otherwise specifically provided herein, where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

               (g) This Agreement was prepared jointly by the parties and no rule that it be construed against the drafter will have any application in its construction or interpretation.

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          Section 7.9 Disclosure. Any matter disclosed in any Section of the Sellers’ Disclosure Schedule sets out, with specific reference to the Section of this Agreement to which the information stated in such disclosure relates, the disclosures, exceptions and exclusions contemplated or permitted by this Agreement, including certain exceptions and exclusions to the representations and warranties and covenants of the Sellers contained in this Agreement. The disclosure of any item in a specific section of the Sellers’ Disclosure Schedule shall constitute disclosure or, as applicable, exclusion of that item for the purposes of any other section of the Sellers’ Disclosure Schedule where the relevance of that item as an exception to (or a disclosure for the purposes of) any such other section of the Sellers’ Disclosure Schedule is manifest on the face of such disclosure. The Sellers shall be permitted to include an express cross-reference to another section or item of the Sellers’ Disclosure Schedule where the relevance of that item as an exception to (or a disclosure for the purposes of) any such other section of the Sellers’s Disclosure Schedule is manifest on the face of such disclosure.

          Section 7.10 Waiver and Amendment. This Agreement may be amended, modified or supplemented only by a written mutual agreement executed and delivered by the Sellers and the Tekelec Parties. Except as otherwise provided in this Agreement, any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligations, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

          Section 7.11 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding upon all of the parties notwithstanding the fact that all of the parties are not signatory to the original or the same counterpart. For purposes of this Agreement, facsimile signatures shall be deemed originals.

          Section 7.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their successors and permitted assigns and, except as specifically stipulated in Section 5.8, nothing herein express or implied shall give or be construed to give to any Person, other than the parties and such successors and permitted assigns, any legal or equitable rights hereunder.

          Section 7.13 Currency. All references in this Agreement to dollars, unless otherwise specifically indicated, are expressed in United States currency.

          Section 7.14 Applicable Exchange Rate

          For purposes of calculating the Purchase Price, and, incidentally, the Paid-Out Indebtedness (including the Employee Payments) and the Retained Indebtedness, any amounts denominated in Canadian dollars shall be converted into U.S. dollars at the exchange rate of US$0.9789/Cdn$1.00.

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          Section 7.15 Specific Performance. The parties agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at Law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or in equity.

          Section 7.16 Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

          Section 7.17 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. The parties shall engage in good faith negotiations to replace any provision which is declared invalid, illegal or unenforceable with a valid, legal and enforceable provision, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision which it replaces.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

/s/ Stephan Ouaknine  

STEPHAN OUAKNINE 

/s/ Edie Ledany  

EDIE LEDANY 

WINVEST INC.
By:	/s/ Maks Wulkan
	Name:	Maks Wulkan
	Title:	President
9129-2144 QUEBEC INC.
By:	/s/ Howard Stottland
	Name:	Howard Stottland
	Title:	President & Secretary-Treasurer
9129-2136 QUEBEC INC.
By:	/s/ William Lassner
	Name:	William Lassner
	Title:	President & Secretary-Treasurer

/s/ Michael Rosenthal  

MICHAEL ROSENTHAL 

/s/ John Grobstein  

JOHN GROBSTEIN 

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171033 CANADA INC.
By:	/s/ Maks Wulkan
	Name:	Maks Wulkan
	Title:	President
171036 CANADA INC.
By:	/s/ Anna Brojde
	Name:	Anna Brojde
	Title:	President
CAPITAL BRINVEST INC.
By:	/s/ Anna Brojde
	Name:	Anna Brojde
	Title:	President
POSITRON INC.
By:	/s/ Reginald Weiser
	Name:	Reginald Weiser
	Title:	President

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TEKELEC
By:	/s/ Frank Plastina
	Name:	Frank Plastina
	Title:	President and Chief Executive Officer
TEKELEC CANADA INC.
By:	/s/ Stuart H. Kupinsky
	Name:	Stuart H. Kupinsky
	Title:	Vice President and Secretary

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EXHIBIT A

Ownership of Corporation’s Shares

Shareholder Number and class of shares

Winvest Inc.	4,495,834	Class B Series 1
	809,400	Class D
9129-2136 Québec Inc.	1,172,160	Class A
	2,477,043	Class B Series 2
	445,926	Class D
	905,829	Class G
9129-2144 Québec Inc.	1,172,160	Class A
	2,477,043	Class B Series 2
	445,926	Class D
	905,829	Class G
Stephan Quaknine	587,437	Class B Series 4
	72,815	Class D
John Grobstein	257,143	Class B Series 3
	1,651,891	Class B Series 4
	574,195	Class D
Michael Rosenthal	181,800	Class B Series 4
Positron Inc.	730,500	Class D
	2,127,840	Class A
171033 Canada Inc.	1,644,171	Class G
171036 Canada Inc.	2,127,840	Class A
	1,644,171	Class G
Brinvest Capital Inc.	4,495,834	Class B Series 1
	809,400	Class D
Edie Ledany	3,800,000	Class B Series 4

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EXHIBIT B

Disbursement of Purchase Price to Sellers

See attached.

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EXHIBIT C

Form of Escrow Agreement

See attached.

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EXECUTION VERSION

ESCROW AGREEMENT

ESCROW AGREEMENT made as of this fifth (5^th) day of May, 2010.

BY AND AMONG:	Each of the Persons listed in Schedule I hereto (collectively, “Sellers”);
AND:	TEKELEC, a corporation governed by the laws of California (“Tekelec”).
AND:	TEKELEC CANADA INC., a corporation governed by the laws of Ontario and a wholly-owned direct subsidiary of Tekelec (“Purchaser” and, together with Tekelec, the “Tekelec Parties”).
AND:	COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company licensed to carry on business in all Provinces of Canada (the “Escrow Agent” or “Computershare”).

     WHEREAS this Escrow Agreement is being entered into in connection and concurrently with that certain Share Purchase Agreement, dated as of May 5, 2010, by and among each of the Sellers, Tekelec and Purchaser (the “Purchase Agreement”), a copy of which is attached as Schedule II hereto.

     AND WHEREAS under the Purchase Agreement, the Tekelec Parties and Sellers have agreed that a certain portion of the purchase price payable by Purchaser to Sellers in connection with the transactions contemplated by the Purchase Agreement shall be deposited and held in escrow to act as a source of funds to cover indemnification claims made by a Tekelec Indemnified Party pursuant to Article VI of the Purchase Agreement, to be held and distributed on the terms and subject to the conditions set forth herein.

     AND WHEREAS the Escrow Agent has agreed to serve in the capacity described herein on the terms and subject to the conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers, the Tekelec Parties and the Escrow Agent hereby agree as follows:

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     1. Interpretation.

          (a) Definitions. For purposes hereof, capitalized words, expressions and phrases used herein shall have the meanings ascribed thereto in the Purchase Agreement unless otherwise specified herein, and the following terms shall have the following meanings, respectively, unless the context dictates otherwise:

          (i) “Agreement” means this agreement and all instruments supplemental hereto or in amendment or confirmation hereof; “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to this Agreement and not to any particular article, section or other subdivision; “Section” or other subdivision of this Agreement mean and refer to the specified Section or other subdivision of this Agreement;

          (ii) “Approved Bank” shall have the meaning ascribed thereto in Section 4(a).

          (iii) “Business Day” means any day other than a Saturday, a Sunday or a day on which banks are required to be closed in Montréal, Québec, Canada or in the State of North Carolina, United States;

          (iv) “Claim Notice” shall have the meaning ascribed thereto in Section 5;

          (v) “Court of Competent Jurisdiction” shall have the meaning ascribed thereto in Section 7(o);

          (vi) “Escrow Deposit” shall have the meaning ascribed thereto in Section 3;

          (vii) “Escrow Funds” shall have the meaning ascribed thereto in Section 3;

          (viii) “Escrow Income” shall have the meaning ascribed thereto in Section 11;

          (ix) “Escrow Termination Date” shall have the meaning ascribed thereto in Section 6;

          (x) “Final Order” shall have the meaning ascribed thereto in Section 7(n);

          (xi) “Indemnity Payment” shall have the meaning ascribed thereto in Section 5;

          (xii) “Joint Direction” shall have the meaning ascribed thereto in Section 5;

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          (xiii) “Objection Notice” shall have the meaning ascribed thereto in Section 5;

          (xiv) “Open Claim Amounts” shall have the meaning ascribed thereto in Section 6;

          (xv) “Parties” shall mean Sellers, the Tekelec Parties and the Escrow Agent; and “Party” shall mean any one of them; and

          (xvi) “Receiving Party” shall have the meaning ascribed thereto in Section 4(a).

          (xvii) “Resignation Date” shall have the meaning ascribed thereto in Section 8(a).

     The terms “Escrow Agent”, “Purchase Agreement”, “Purchaser”, “Sellers”, “Tekelec” and “Tekelec Parties” shall have the respective meanings contained in the appearance and recitals to this Agreement.

          (b) Calculation of Delays. For the purpose of computing any delay provided for in this Agreement, the day which marks the start of the delay shall not be counted, but the terminal day shall be. Unless otherwise provided, non-Business Days are counted. However, where the last day of any delay herein is a non-Business Day, such delay shall be extended to the next following Business Day.

          (c) Gender. Any reference in this Agreement to any gender shall include all genders and words used herein importing the singular number only shall include the plural and vice versa.

          (d) Headings. The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation thereof.

          (e) Currency. All references in this Agreement to dollars, unless otherwise specifically indicated, are expressed in Canadian currency.

          (f) Severability. Any Section or other subdivision of this Agreement or any other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable or results in the occurrence of any material violation of any law or regulation shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity, unenforceability or violation and shall not affect or impair the remaining provisions hereof, which provisions shall be severed from any Section or other subdivision of this Agreement or any other provision of this Agreement.

          (g) Amendments. This Agreement may not be amended except in writing executed by the Parties.

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          (h) Entire Agreement. This Agreement (including the Schedules) together with the applicable provisions of the Purchase Agreement constitute the entire agreement between the Parties pertaining to the subject matter hereof and otherwise supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, in such respect between or among the Parties.

          (i) Construction. The Parties have participated jointly in the negotiations and drafting of this Agreement and in the event of any ambiguity or question of intent or interpretation, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

          (j) Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

          (k) Attornment. For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province of Québec and the courts of the Province of Québec will have exclusive jurisdiction to entertain any action arising under this Agreement. Each of the Parties attorns to the exclusive jurisdiction of the courts of the Province of Québec, Judicial District of Montreal.

          (l) Preamble. The preamble to this Agreement is incorporated herein by reference and shall form an integral part hereof in its entirety.

     2. Appointment of Escrow Agent. Sellers and the Tekelec Parties hereby appoint the Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.

     3. Escrow Funds. Simultaneously with the execution and delivery of this Agreement, Purchaser is depositing with the Escrow Agent the sum of five million and twenty five thousand U.S. dollars (US$5,025,000) in immediately available funds (the “Escrow Deposit”). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (collectively, the “Escrow Funds”) as directed in Section 4 below. Upon receipt of the Escrow Deposit, the Escrow Agent shall, in writing with a separate receipt, acknowledge receipt of the Escrow Deposit.

     4. Investment of Escrow Funds.

          (a) Until released in accordance with this Agreement, the Escrow Funds deposited with the Escrow Agent shall be kept in trust segregated in the records of the Escrow Agent and shall be deposited in one or more interest-bearing trust accounts, such accounts to be denominated in U.S. dollars, to be maintained by the Escrow Agent in the name of the Escrow Agent at one or more banks listed in Schedule III hereto (each such bank, an “Approved Bank”). The Escrow Agent shall pay to the party to whom such portion of the Escrow Deposit is released and is disbursed under this Agreement (the “Receiving Party”), interest at an annual rate which is equal to the 90 day T-Bill announced from time to time by The Bank of Nova

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Scotia on U.S. dollars loans. Such payment obligation shall be calculated daily and paid to the account(s) within three (3) Business Days of each month-end.

          (b) All amounts held by the Escrow Agent pursuant to this Agreement shall be held in trust by the Escrow Agent for the Tekelec Parties and the Sellers, as applicable, and the delivery of the Escrow Funds to the Escrow Agent shall not give rise to a debtor-creditor or other similar relationship between the Escrow Agent and the Tekelec Parties and the Sellers, as applicable. The amounts held by the Escrow Agent pursuant to this Agreement are at the sole risk of the Tekelec Parties and the Sellers, as applicable, and, without limiting the generality of the foregoing, the Escrow Agent shall have no responsibility or liability for any diminution of the Escrow Fund which may result from any deposit made with an Approved Bank pursuant to this Section 4, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. Each of the Tekelec Parties and the Sellers acknowledges and agrees that the Escrow Agent acts prudently in depositing the Escrow Fund at any Approved Bank, and that the Escrow Agent is not required to make any further inquiries in respect of any such bank.

          (c) At any time and from time to time, any of the Tekelec Parties and the Sellers, acting together, shall be entitled to direct the Escrow Agent by written notice (i) not to deposit any new amounts in any Approved Bank specified in the notice and/or (ii) to withdraw all or any of the Escrow Fund that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavour to withdraw such amount specified in the notice as soon as reasonably practicable and the Tekelec Parties and the Sellers each acknowledge and agree that such specified amount remains at the sole risk of the Tekelec Parties and the Sellers prior to and after such withdrawal.

     5. Claims Procedure.

          (a) Purchaser or Tekelec, either for itself or on behalf of any Tekelec Indemnified Party, may make a claim for payment from the Escrow Funds for indemnification pursuant to Article VI of the Purchase Agreement by delivering a written notice (a “Claim Notice”) to Sellers and the Escrow Agent that describes, in reasonable detail, such claim and the nature and amount of the Indemnity Payment (as defined below) sought in good faith by such Tekelec Indemnified Party. For the purpose of this Escrow Agreement, “Indemnity Payment” shall mean any Losses for which such Tekelec Indemnified Party is entitled to indemnification as a result of a matter giving rise to an indemnity obligation in accordance with Article VI of the Purchase Agreement. On the date that is thirty (30) calendar days after the Escrow Agent and Sellers have received a Claim Notice, the Escrow Agent shall deliver to such Tekelec Indemnified Party that portion of the Escrow Funds described in, and in accordance with the terms of, the Claim Notice, plus all accrued interest and other earnings earned on such portion from the Closing Date to the date of such distribution, unless within such thirty (30) calendar day period, the Escrow Agent and Purchaser have received a written notice (an “Objection Notice”) from Sellers, or a duly authorized representative thereof, that sets forth an objection to delivery of all or any portion of the Escrow Funds in accordance with the terms of such Claim Notice. The Tekelec Parties acknowledge that as a result of the allocation in the previous sentence of accrued interest and other earnings earned on the portion of the Escrow Funds to be delivered to

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a Tekelec Indemnified Party, Claim Notices shall not include any sum relating to interest or other earnings; such sum relating to interest and other earnings shall be calculated and determined by the Escrow Agent on the basis of the portion of the Escrow Funds to be delivered to the Tekelec Indemnified Party identified in the Claim Notice and delivered to such Tekelec Indemnified Party concurrently with such portion of the Escrow Funds. Upon receipt of an Objection Notice in accordance with this Section 5, the Escrow Agent shall not make the delivery of that portion of an Indemnity Payment objected to therein except in accordance with either (i) a written notice from, and executed by, Purchaser and Sellers to the Escrow Agent (a “Joint Direction”) or (ii) a final decision of an arbitrator pursuant to the provisions of Section 7.3 of the Purchase Agreement; provided, however, that any portion of the Indemnity Payment that is not disputed in the Objection Notice shall be paid as if no Objection Notice had been delivered with respect thereto. For purposes of clarification, and notwithstanding any contrary term contained herein, any Claim Notice submitted by Purchaser as a claim against the Escrow Funds after the close of business on the date which is fifteen (15) months after the Closing Date (or the first Business Day thereafter if such date does not fall on a Business Day) shall be null and void and have no force or effect whatsoever for purposes of this Escrow Agreement.

          (b) Notwithstanding the foregoing, at any time upon receipt of a written joint notice from the Tekelec Parties and the Sellers, the Escrow Agent shall pay from the Escrow Funds to the Party specified in such notice the amount specified therein.

     6. Release of Escrow Funds; Termination of Escrow. On the Escrow Termination Date (as defined below), the Escrow Agent shall distribute to Sellers the then-remaining balance (plus all accrued interest and other earnings thereon earned from the Closing Date to the date of such distribution), less any Open Claim Amounts (as defined below). The distribution shall be paid by wire transfer of immediately available funds to the account or accounts specified in writing to the Escrow Agent by Sellers; provided that in the absence of any written instructions from Sellers, the Escrow Agent will make such distribution to the account or accounts specified on Schedule IV. Any Open Claim Amounts shall be subject to this Escrow Agreement and shall be distributed in accordance herewith. For purposes of this Escrow Agreement: (i) the “Escrow Termination Date” shall mean the date which is fifteen (15) months after the Closing Date (or the first Business Day thereafter if such date does not fall on a Business Day); and (ii) “Open Claim Amounts” shall mean the aggregate dollar amount of the Escrow Funds, if any, which is the subject of one or more pending Claim Notices made against such fund that were duly provided to the Escrow Agent and Sellers prior to the close of business on the Escrow Termination Date.

     7. Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:

          (a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to

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be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, partnership, fiduciary or individual acting on behalf of Sellers or the Tekelec Parties, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, partnership’s, fiduciary’s or individual’s authority. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity on behalf of Sellers and the Tekelec Parties.

          (b) The Escrow Agent acts hereunder solely as a mandatory and depositary and: (i) shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it (including, without limitation, the Purchase Agreement), for the form or execution of such instruments, for the identity, authority or right of any Person or party executing or depositing such instruments or for determining or compelling compliance therewith, and shall not otherwise be bound thereby; (ii) shall not be required to take notice of any default or to take any action with respect to such default involving any expense or liability, unless notice in writing of such default is formally given to the Escrow Agent, and unless it is indemnified and funded, in a manner reasonably satisfactory to it, against such expense or liability; (iii) may employ and consult counsel satisfactory to it, including in-house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel; and (iv) shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

          (c) The Escrow Agent may employ such counsel, accountants, appraisers, other experts, agents, agencies and advisors as it may reasonably require for the purpose of discharging its duties under this Agreement, and the Escrow Agent may act and shall be protected in acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct on the part of any of them. The reasonable costs of such services shall be added to and be part of the Escrow Agent’s fee hereunder.

          (d) The Escrow Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment on the part of the Escrow Agent.

          (e) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of its duties or the exercise of any of its rights or powers unless indemnified as provided for herein, other than as a result of its own negligence, fault, willful misconduct, fraud or bad faith.

          (f) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for

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anything which it may do or refrain from doing in connection herewith, except for its own negligence, fault, willful misconduct, fraud or bad faith.

          (g) The Escrow Agent shall incur no liability with respect to the delivery or non-delivery of any cash whether delivered by hand, wire transfer, registered mail or bonded courier, provided that in the case of non-delivery same does not result from the Escrow Agent’s fault or negligence.

          (h) Sellers, on the one hand, and the Tekelec Parties, on the other, shall jointly indemnify the Escrow Agent and its officers, directors, employees, agents, successors and assigns and hold it and them harmless from and against any loss, fee, claim, demand, penalty, liability, damage, cost and expense of any nature incurred by the Escrow Agent and its officers, directors, employees, agents, successors and assigns arising out of or in connection with this Agreement or with the performance of its duties hereunder, including but not limited to, reasonable attorneys’ fees and other costs and expenses of defending or preparing to defend against any claim of liability, unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s or its officers’, directors’, employees’, agents’, successors’ or assigns’ negligence, fault, willful misconduct, fraud or bad faith. The foregoing indemnification and agreement to hold harmless shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more parties exceed the amount of its annual fees collected under this Agreement or the amount of two thousand dollars ($2,000.00), whichever amount shall be greater, except in the case of negligence, fault, willful misconduct, fraud or bad faith of the Escrow Agent.

          (i) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Escrow Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

          (j) The Escrow Agent does not have any interest in the Escrow Funds but is serving as escrow agent only. This Section 7 shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.

          (k) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing, and signed by the Parties hereto and if its duties herein are affected, unless it shall have given its prior written consent thereto.

          (l) The Escrow Agent accepts the duties and responsibilities under this Agreement as agent, and no trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as trustee.

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          (m) The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of the Escrow Funds within escrow under this Agreement and the Purchase Agreement.

          (n) Upon delivery of all of the Escrow Funds pursuant to the terms of this Agreement or to a successor Escrow Agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final and non-appealable orders of an arbitrator pursuant to the provisions of Section 7.3 of the Purchase Agreement (a “Final Order”) and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. The Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel as to the effect of any Final Order.

          (o) In the event that (i) any dispute shall arise between or among the Tekelec Parties, Sellers or any other Persons with respect to the distribution or release of any of the Escrow Funds held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands or otherwise, the Escrow Agent shall be permitted to deposit all of the Escrow Funds held hereunder into a court of competent jurisdiction, which, for purposes of this Agreement, shall be the Superior Court for the Province of Québec, Commercial Division, for the Judicial District of Montreal (a “Court of Competent Jurisdiction”), and thereafter be fully relieved from any and all liability or obligation with respect to such Escrow Funds. Sellers and the Tekelec Parties further agree to pursue any recourse in connection with such a dispute, without making the Escrow Agent a party to the same.

          (p) The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees provided that none of the foregoing may do so if it has a legal or ethical conflict of interest in doing so.

          (q) In the event that any of the Escrow Funds shall be attached, seized, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the Escrow Funds under this Agreement, the Escrow Agent shall promptly notify Sellers and the Tekelec Parties of such event and the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees lawfully entered or issued, and in the event that the Escrow Agent obeys or complies with any such lawful writ, order or decree, it shall not be liable to Sellers, the Tekelec Parties or to any other Person by reason of such compliance notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated.

     8. Resignation of Escrow Agent; Successor by Merger

          (a) The Escrow Agent may at any time resign as such, subject to this Section 8, by delivering written notice of resignation to Sellers and the Tekelec Parties and by delivering the Escrow Funds (less any portion thereof previously distributed in accordance with

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this Agreement) to any successor escrow agent designated by Sellers, the Tekelec Parties or by a Court of Competent Jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier to occur of (the “Resignation Date”): (i) the appointment of a successor escrow agent as aforesaid or by a Court of Competent Jurisdiction; or (ii) the day which is 30 days after the date of delivery of the Escrow Agent’s written notice of resignation to Sellers and the Tekelec Parties, or such shorter notice as Sellers and the Tekelec Parties accept as sufficient. If the Escrow Agent has not received written notice of the designation of a successor escrow agent by the Resignation Date, the Escrow Agent’s sole responsibility after such time shall be to retain and safeguard the Escrow Funds until receipt of written notice of the designation of a successor escrow agent hereunder or pursuant to a final non-appealable order of a Court of Competent Jurisdiction. If a successor escrow agent has not been appointed within 90 days of the date of the delivery of its written notice of resignation, the Escrow Agent shall deliver the Escrow Funds (less any portion thereof previously distributed in accordance with this Agreement) to the legal counsel designated by Sellers and the Tekelec Parties and all of the Escrow Agent’s duties and obligations under this Agreement shall thereupon cease immediately. Failing such designation by Sellers and the Tekelec Parties, the Escrow Agent shall deposit such Escrow Funds with the Superior Court for the Province of Québec, Commercial Division, for the Judicial District of Montreal whereupon the Escrow Agent shall have no further duties and obligations under this Agreement.

          (b) If the Escrow Agent resigns or is removed pursuant to this Section 8, the Escrow Agent shall be entitled, prior to delivery to any Party of the Escrow Funds, to deduct any amounts owing to it in respect to outstanding fees, disbursements and interest thereon whereupon this Agreement shall terminate and the Escrow Agent shall have no further duties and obligations under this Agreement.

          (c) If the Escrow Funds are to be released hereunder to a party who has become bankrupt, has gone into liquidation or has otherwise become incapable of enforcing its rights to receive Escrow Funds under this Agreement, the Escrow Agent shall forthwith deliver the Escrow Funds to a Court of Competent Jurisdiction. If any of the Sellers or the Tekelec Parties have become bankrupt, have gone into liquidation or have otherwise become incapable of enforcing their rights and performing their responsibilities under this Agreement, the Escrow Agent shall forthwith deliver the Escrow Funds to a Court of Competent Jurisdiction and provide written notice to Sellers or the Tekelec Parties, as applicable, of the deposit into such court of such Escrow Funds. Upon such delivery of the Escrow Funds, the Escrow Agent shall have no further duties and obligations hereunder.

          (d) In the event of the Escrow Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, Sellers and the Tekelec Parties shall forthwith appoint a successor escrow agent; failing such appointment by Sellers and the Tekelec Parties, the retiring Escrow Agent, acting alone, may apply, at the expense of Sellers and the Tekelec Parties, to a justice of the Québec Superior Court on such notice as such justice may direct, for the appointment of a successor escrow agent; but any successor escrow agent so appointed by the Court shall be subject to removal as aforesaid by the Tekelec Parties.

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          (e) Any successor escrow agent appointed under any provision of this Section 8 shall be a corporation authorized to carry on the business of a trust company in the Province of Québec and, if required by the applicable legislation for any other jurisdiction, in such other jurisdictions. On any such appointment, the successor escrow agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Escrow Agent hereunder. At the request of Sellers, the Tekelec Parties or the successor escrow agent, the retiring Escrow Agent, upon payment of the amounts, if any, due to it pursuant to this Agreement, including any amounts owing to it in respect to outstanding fees, disbursements and interest thereon, shall duly assign, transfer and deliver to the successor escrow agent all money held, and all records kept, by the retiring Escrow Agent hereunder or in connection herewith.

          (f) Any firm, partnership, association or corporation into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, shall succeed to all the Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties, provided that such entity would be eligible for appointment as successor escrow agent hereunder, anything herein to the contrary notwithstanding.

     9. Tax Reporting. The Tekelec Parties and the Sellers agree that, for tax reporting purposes, the Escrow Funds and all interest or other taxable income distributed from the investment of the Escrow Funds in any tax year shall be taxable to the Sellers, except for such portion of said interest or other taxable income which has been distributed to the Tekelec Parties which shall be taxable to the Tekelec Parties.

     10. Escrow Costs. The Tekelec Parties, on the one hand, and the Sellers, on the other hand, shall equally bear and pay the costs and expenses of the Escrow Agent’s services hereunder, as set out in Schedule V hereto, and the costs and expense reasonably incurred by the Escrow Agent in connection with the administration of the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder and covered by the remuneration, including without limitation, all out-of-pocket expenses and disbursements incurred or made by the Escrow Agent in the administration of its services and duties created hereby (including the reasonable fees and disbursements of its outside counsel and other outside advisors required for discharge of its duties hereunder). Any amount owing under this Section 10 and unpaid thirty (30) days after request for such payment will bear interest from the expiration of such thirty (30) days at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand. If payment is not received when due, the Escrow Agent shall be entitled to draw down on the Escrow Funds in order to effect such payment and may sell, liquidate, convey or otherwise dispose of any investment for such purpose.

     11. Ownership of Escrow Income for Tax Purposes. The Tekelec Parties and Sellers agree that, for all tax purposes, Sellers shall be treated as the owner of the Escrow Funds and of 100% of the income earned with respect to the Escrow Funds (the “Escrow Income”) and that Sellers will report all Escrow Income, if any, as their income in the taxation year or years in which such Escrow Income is properly includible and pay any taxes attributable thereto.

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     12. Limitations on Rights to the Escrow Funds. Except as otherwise provided herein, none of the Parties shall have any right, title or interest in or to, or possession of, the Escrow Funds and therefore shall not have the ability to pledge, convey, hypothecate or grant as security all or any portion of the Escrow Funds. Accordingly, the Escrow Agent shall be in sole possession of the Escrow Funds, if any, and shall not act as custodian of any Person for the purposes of perfecting a security interest therein, and no creditor of any Person shall have any right to have or to hold or otherwise attach or seize all or any portion of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any of the Escrow Funds unless and until such property has been released pursuant to this Agreement.

     13. Force Majeure. Except for the payment obligations of the Tekelec Parties and the Sellers contained herein, neither party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

     14. Notices. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by fax or other similar means of electronic communication, in each case to the applicable address set out below:

(i) If to the Tekelec or Purchaser:

Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
United States
Attention: SeniorVice-President, Corporate Affairs, General Counsel and Secretary
Fax: (919) 461-6845

With a copy to:

Ogilvy Renault LLP
Suite 2500
1 Place Ville Marie
Montreal, Québec
H3B 1R1
Attention: Niko Veilleux
Fax: (514) 286-5474

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(ii) If to Sellers:

l
Attention: l
Fax: l

With a copy to:

Spiegel Sohmer
5 Place Ville Marie
Suite 1203
Montreal, Québec
H3B 2G2
Attention: L. Michael Blumenstein and
                        Frank M. Schlesinger
Fax: (514) 875-8237

(iii) If to the Escrow Agent:

Computershare Trust Company of Canada
1500 University Street, Suite 700
Montreal, Quebec H3A 3S8

Attention: Manager, Corporate Trust
Fax: (514) 982-7677

     15. Anti-money Laundering.

          (a) Each Party (other than the Escrow Agent) hereby represents to the Escrow Agent that any account to be opened by, or interest to be held by, the Escrow Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Escrow Agent’s prescribed form as to the particulars of such third party.

          (b) The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Escrow Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to Sellers and the Tekelec Parties, provided: (i) that the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

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     16. Privacy.

          (a) Sellers and the Tekelec Parties acknowledge that the Escrow Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about Sellers, the Tekelec Parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes: (i) to provide the services required under this Agreement and other services that may be requested from time to time; (ii) to help the Escrow Agent manage its servicing relationships with such individuals; (iii) to meet the Escrow Agent’s legal and regulatory requirements; and (iv) if Social Insurance Numbers are collected by the Escrow Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

          (b) Sellers and the Tekelec Parties acknowledge and agree that the Escrow Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above. Furthermore, Sellers and the Tekelec Parties agree that they shall not provide or cause to be provided to the Escrow Agent any personal information relating to an individual who is not a party to this agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

     17. Assigns and Assignment. This Agreement and all actions taken hereunder shall inure to the benefit of and shall be binding upon each of the Parties and upon all of their respective successors and permitted assigns; provided that (a) the Escrow Agent shall not be permitted to assign its obligations hereunder except as provided in Section 8 hereof, and (b) no such assignment of any of the Sellers, Tekelec or Purchaser shall be opposable to the Escrow Agent unless and until written notice of such assignment is delivered to and acknowledged by the Escrow Agent. The Escrow Agent acknowledges and agrees that Tekelec shall have the right to assign this Agreement or any interest hereunder to (a) any entity with which Tekelec may merge or consolidate, (b) any entity which controls, is controlled by, or under common control with, Tekelec, and/or (c) any entity which acquires all or substantially all of the assets of Tekelec.

     18. No Other Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and each of their heirs, executors, administrators, other legal representatives, successors and permitted assigns and this Agreement will not be deemed to confer upon or give to any other Person any remedy, claim, liability, reimbursement, cause of action or other right.

     19. No Waiver. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege.

     20. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

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     21. Electronic Execution. Delivery of an executed signature page to this Agreement by any Party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such Party.

     22. Conflict. The Parties agree and acknowledge that to the extent any terms and provisions of this Agreement are in any way inconsistent with or in conflict with any term, condition or provision of the Purchase Agreement, the Purchase Agreement shall govern and control.

     23. Termination. This Agreement shall terminate when all of the Escrow Funds, if any, has been released and distributed in accordance with this Agreement.

* * * *

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

TEKELEC

Per:
Name: Stuart H. Kupinsky
Title: Senior Vice President, Corporate Affairs, General Counsel and Secretary

TEKELEC CANADA INC.

Per:
Name: Stuart H. Kupinsky
Title: Vice President and Secretary

WINVEST INC.

Per:
Name:
Title:

9129-2144 QUÉBEC INC.

Per:
Name:
Title:

9129-2136 QUÉBEC INC.

Per:
Name:
Title:

POSITRON INC.

Per:
Name:
Title:

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171033 CANADA INC.

Per:
Name:
Title:

171036 CANADA INC.

Per:
Name:
Title:

CAPITAL BRINVEST INC.

Per:
Name:
Title:

STEPHAN OUAKNINE

JOHN GROBSTEIN

MICHAEL ROSENTHAL

EDIE LEDANY

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COMPUTERSHARE TRUST COMPANY OF CANADA

Per:
Name:
Title:

Per:
Name:
Title:

Signature page of Escrow Agreement

SCHEDULE I

LIST OF SELLERS

Stephan Ouaknine

Winvest Inc.

9129-2144 Québec Inc.

9129-2136 Québec Inc.

Michael Rosenthal

John Grobstein

Positron Inc.

171033 Canada Inc.

171036 Canada Inc.

Capital Brinvest Inc.

Edie Ledany

SCHEDULE II

SHARE PURCHASE AGREEMENT

See attached.

SCHEDULE III

APPROVED BANKS

See attached.

Approved Banks

	Relevant S&P
	Issuer Credit
	Rating
	(as at
Bank	September 30, 2009)
Bank of Montreal	A+
Citibank NA	A+
Bank of America NA	A+
Harris Bancorp Inc.	A+
PNC Bank NA	A+
The Bank of Nova Scotia	AA-
Royal Bank of Canada	AA-
The Toronto-Dominion Bank	AA-
Bank of Ireland*	AA
Allied Irish Bank*	AA

* Deposit is fully guaranteed by the Irish Government therefore the Republic of Ireland Credit Rating used as the relevant rating.

SCHEDULE IV

SELLERS’ DEFAULT PAYMENT INSTRUCTIONS

See attached.

SCHEDULE V

FEES OF THE ESCROW AGENT

See attached.

TEKELEC

CASH ESCROW SERVICES
U.S. $5,025,000

SCHEDULE OF FEES

Initial Services

For review of draft agreement, liaison with counsel, execution of Escrow Agreement in its final form, receipt of escrow funds by certified cheque, wire transfer or bank draft, setting up records and all correspondence and other matters in connection therewith.	$3,500.00*
Identity ascertainment and verification in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act.	$250.00

(* All professional services, including those described in the Initial Services, and attendances rendered at closing, if necessary, will be charged at our prevailing hourly rate per person, after the first 5 hours.)

Annual Retainer (For each year or any part thereof, and non refundable.) This fee is payable in advance each year and will be charged at the beginning of the calendar year. The first year’s fee will be pro rated to December 31 and is due and payable in advance of closing.

For basic administrative duties and responsibilities during the term of the agency, including the maintenance of a segregated escrow account and record of transactions.	$2,500.00
Additional escrow accounts	$500 per account

Investment of Funds (For each year, billed monthly in arrears.)

For receipt of funds on closing, each purchase or sale of an investment (depending on investment option as set out below), settlement of all trades and maturities:
a)  Non-investment account — no investment of funds, with funds remaining in our trust account and earning interest at the prevailing rate earned on similar deposits at any given time	No Charge
b)  Investment account — investment in Fixed Income Securities issued by a Canadian institution in U.S. currency	2 basis points of the net asset value of the investments each month, subject to a minimum fee of $2,000.00 per year (or part thereof), plus $100.00 per investment transaction. Any uninvested funds will be held in a non-interest bearing account.

Transactional Activity

Releases of funds upon receipt of required documentation	$25.00 per cheque, $100.00 per wire transfer and $275.00 per hour, all subject to a minimum fee of $350.00 per event of release
Replacement of lost cheques	$30.00 each

Tax Reporting

a) T5, R3, NR4B, T3, IRS 1099INT preparation	$2.00 per slip (Minimum Fee $300.00)
b) T5008 and R18 preparation	$11.00 per supplemental (Minimum Fee $300.00)
c) Completion and filing of each summary	$130.00 for each filing
d) Replacement of tax forms	$16.00 for each form
e) Initial solicitation of U.S. holders for TIN/W9 Declarations and recording of responses	$6.00 per U.S. holder solicited, subject to a minimum fee of $100.00 per issue
f) Follow up solicitations or solicitation to new holders of TIN/W9 Declarations	$6.00 per U.S. holder solicited
g) Communication on incorrect/incomplete replies and special notices relating to TIN/W9 Declarations	$20.00 per communication
h) IRS tax withholding/establishing IRS accounts/remitting to IRS	$1.00 per U.S. holder for which IRS taxes withheld, subject to a minimum of $100.00 per issue per payment
i) Audit Confirmations	$75.00

Unsuccessful Transaction

In the event that the proposed transaction fails to close, for any reason, an appropriate fee based on time and effort expended will be charged, calculated at our prevailing hourly rate, subject to a minimum fee of $1,500.00.

Special Services

For any amendments or other unanticipated services, an appropriate fee will be charged based on time, effort and responsibility at our prevailing hourly rate.

The foregoing fees are exclusive of all applicable taxes and of legal and out-of-pocket expenses incurred in the administration of the agency and are subject to revision if warranted by changes in economic conditions during the term of the agency. Our fees are also subject to revision based on time, effort and responsibility should the factors on which these fees have been based subsequently change. Interest will be charged on overdue accounts.

EXHIBIT D

Forms of Legal Opinions of Counsel
to the Corporation and Counsel to the Corporate Sellers

See attached.

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MATTERS TO BE ADDRESSED IN THE OPINION OF COUNSEL TO THE
CORPORATION (HEENAN BLAIKIE LLP)

     Terms used below and not otherwise defined shall have the same meanings as ascribed thereto in the Share Purchase Agreement.

1.	The Corporation is a corporation existing under the Canada Business Corporations Act and is in good standing with respect to the filing of the annual returns required to be filed by it under the said Act.
2.	The Corporation is registered under An Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (Québec) and is not in default to file an annual declaration pursuant thereto.
3.	The Corporation has an authorized share capital consisting of an unlimited number of common             shares, 6,600,000 Class A shares, 8,991,668 Class B Series 1 shares, 4,954,086 Class B Series 2 shares, 257,143 Class B Series 3 shares, 7,483,657 Class B Series 4 shares and an unlimited number of Class C, Class D, Class E, Class F and Class G shares, of which 6,600,000 Class A             shares, 8,991,668 Class B Series 1 shares, 4,954,086 Class B Series 2 shares, 257,143 Class B Series 3 shares, 6,221,128 Class B Series 4 shares, 3,888,162 Class D shares and 5,100,000 Class G shares are issued and outstanding as of the date hereof.
4.	All of the shares issued by the Corporation prior to the date hereof have been duly authorized and validly issued as fully paid and non-assessable shares.
5.	The Corporation has the requisite corporate power and authority under the Canada Business Corporations Act to do business in the Province of Québec.
6.	The Corporation has taken all necessary corporate action to approve and authorize the transfer of the Shares by the Sellers to the Purchaser.
7.	The transfer of the Shares by the Sellers to the Purchaser does not (A) violate any applicable Law of the Province of Québec or Canada of general application to which the Corporation is subject or any of the provisions of its constating documents, or (B) violate the charter, bylaws or other organizational documents of the Corporation.
8.	The execution and delivery of this Agreement and the Escrow Agreement by the Sellers and the consummation of the transactions contemplated thereby by the Sellers will not violate the charter, bylaws or other organizational documents of the Corporation.

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MATTERS TO BE ADDRESSED IN THE OPINION OF COUNSEL TO EACH
OF THE CORPORATE SELLERS OTHER THAN POSITRON

     Terms used below and not otherwise defined shall have the same meanings ascribed thereto as set forth in the Share Purchase Agreement.

1.	Each of the Corporate Sellers (other than Positron) is duly incorporated and validly existing under the Laws of its governing jurisdiction.
2.	Each of the Corporate Sellers (other than Positron) has the full power, authority and capacity to enter into and perform its obligations under, the Agreement and the Escrow Agreement to which it is a party.
3.	The Agreement and the Escrow Agreement constitute a legal, valid and binding obligation of Corporate Sellers (other than Positron), enforceable against Corporate Sellers (other than Positron) by each other party thereto in accordance with its terms.
4.	The execution and delivery of this Agreement and the Escrow Agreement by the Corporate Sellers (other than Positron) will not (A) violate any applicable Law to which any of the Corporate Sellers (other than Positron) is subject, (B) violate the charter, bylaws or other organizational documents of a Corporate Seller (other than Positron), as same appear in the minute book.

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MATTERS TO BE ADDRESSED IN THE OPINION OF COUNSEL TO
POSITRON

     Terms used below and not otherwise defined shall have the same meanings ascribed thereto as set forth in the Share Purchase Agreement.

1.	Positron is duly incorporated and validly existing under the Laws of its governing jurisdiction.
2.	Positron has the full power, authority and capacity to enter into and perform its obligations under, the Agreement and the Escrow Agreement to which it is a party.
3.	The Agreement and the Escrow Agreement constitute a legal, valid and binding obligation of Positron, enforceable against Positron by each other party thereto in accordance with its terms.
4.	The execution and delivery of this Agreement and the Escrow Agreement by Positron will not (A) violate any applicable Law to which Positron is subject, (B) violate the charter, bylaws or other organizational documents of Positron, as same appear in the minute book.

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EXHIBIT E

Form of Release and Discharge

See attached.

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FORM OF MUTUAL RELEASE AND DISCHARGE

          The undersigned (the “Seller”) is the owner of shares of Blueslice Networks, Inc., a Canadian corporation (the “Corporation”).

          WHEREAS, Tekelec, Tekelec Canada Inc. (“Purchaser”), Stephan Ouaknine, Winvest Inc., 4148711 Canada Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and Positron Inc. (collectively, the "Sellers”) are entering into a Share Purchase Agreement (the “Share Purchase Agreement”), dated as of May 5, 2010, pursuant to which, among other things, Purchaser agrees to purchase from Sellers, and Sellers agree to sell to Purchaser the issued and outstanding shares of the Corporation owned by them (the “Shares”), upon the terms and subject to the conditions set forth therein, contemporaneously with the execution of this Release and Discharge (the “Release”);

          WHEREAS, Tekelec and Purchaser have required that, as a condition to Tekelec and Purchaser entering into the Share Purchase Agreement and the transactions contemplated thereby, Seller must enter into this Release;

          WHEREAS, Seller has required that, as a condition to its entering into the Share Purchase Agreement, the transactions contemplated thereby and this Release, the Corporation must also enter into this Release;

          NOW, THEREFORE, Seller and the Corporation mutually agree as follows:

          Unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Share Purchase Agreement.

          Upon the Closing, and save as specifically set forth herein, the Seller, in its capacity as a shareholder, manager, officer, director or employee of the Corporation or any other capacity, hereby unconditionally and irrevocably agrees to, and does, remise, release and forever discharge the Corporation, Tekelec, Purchaser and each of their respective affiliates and current and former subsidiaries, shareholders and owners of each of the foregoing, and the directors, officers, partners, employees, assigns, agents, representatives, heirs, administrators, predecessors, attorneys, successors and assigns of each of the foregoing, in each case now or hereafter existing (the “Corporation Releasees”), from any and all liabilities, claims, demands, actions, causes of action, debt, account, bond, judgments, suits, interest, penalties, expenses, and/or litigation costs, including reasonable attorneys’ fees, expert fees, and appellate fees and costs, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, foreseen or unforeseen, which arise or have arisen, or the basis for which occurs or has occurred, at or prior to the Closing at law or equity, including, without limitation, with respect to any and all (i)amounts payable to holders of Class A, Class D and Class G shares upon the occurrence of a Liquidity Event (as defined in Section 2.4 of the Corporation’s articles of amendment) and (ii) rights set forth in that certain Investment Agreement, dated March 19, 2004, among the Corporation, 9129-2144 Quebec Inc. and 9129-2136 Quebec Inc. (collectively, “Corporation Claims”).

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          Upon the Closing, and save as specifically set forth herein, the Corporation hereby unconditionally and irrevocably agrees to, and does, remise, release and forever discharge the Seller, and, in the case of a Seller that is a corporation, each of its affiliates and current and former subsidiaries, shareholders and owners of each of the foregoing, and the directors, officers, partners, employees, assigns, agents, representatives, heirs, administrators, predecessors, attorneys, successors and assigns of each of the foregoing, in each case now or hereafter existing (the “Seller Releasees”), from any and all liabilities, claims, demands, actions, causes of action, debt, account, bond, judgments, suits, interest, penalties, expenses, and/or litigation costs, including reasonable attorneys’ fees, expert fees, and appellate fees and costs, whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, foreseen or unforeseen, which arise or have arisen, or the basis for which occurs or has occurred, at or prior to the Closing (collectively, “Seller Claims”), except as regards any action taken in Seller’s capacity as manager, shareholder, officer, director or employee of the Corporation (i) giving rise to a financial benefit received by the Seller to which the Seller was not entitled; (ii) constituting a breach by the Seller of its duty of loyalty, as an employee, or its fiduciary duty, as a director or officer, to the Corporation; or (iii) that is not in good faith or involves fraud, intentional misrepresentation or willful misconduct or a violation of applicable Law.

          For the avoidance of doubt, the parties hereto acknowledge and agree that the remise, release or discharge of any liability with respect to the Corporation Releasees by the Seller or with respect to the Seller Releasees by the Corporation, as the case may be, as provided for herein (i) shall be limited to acts, omissions, events and so forth that occurred prior to Closing, and (ii) shall in no way impact any of the rights of Tekelec or Tekelec Canada (whether in its capacity as a Tekelec Indemnified Party or otherwise) or the Seller (whether in its capacity as a Seller Indemnified Party or otherwise) under or pursuant to the Share Purchase Agreement or the Escrow Agreement, and (iii) shall in no way impact any of the rights of a Seller who was employed by the Corporation immediately prior to Closing and who will continue to be so employed after the Closing, as an employee, consultant or otherwise (collectively, “Employment”), with respect to such Employment arising after the Closing or any matters related thereto arising after the Closing.

          Each of the Seller and the Corporation acknowledges that he, she or it understands this Release, the claims he, she or it is releasing, the promises and agreements he, she or it is making, and the effect of his signing this Release. This Release shall be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal laws of Canada applicable therein without regard to the conflicts of law principles.

          Each of the Seller and the Corporation hereby waives the benefit of any statute or rule of law which, if applied to this Release, would exclude from its binding effect any Claim against the Corporation Releasees not now known by Seller to exist or against the Seller Releases not now known by the Corporation to exist, as the case may be. This Release is intended to be a general release and a covenant not to sue that extinguishes all Claims released above and precludes any attempt by such Seller to initiate any litigation against the Corporation Releasees or by the Corporation to initiate any litigation against the Seller Releasees, in each case with respect to the Corporation Claims or Seller Claims released above. If either the Seller or the Corporation commences any Claim in violation of this Release, the Corporation Releasees or the Seller Releasees, as the case may be, shall be entitled to assert this Release as a complete bar. This Release is binding on the Corporation, the Seller, and his, her or its respective heirs,

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          legal representatives, successors, and assigns, in their own right, and in the rights of others.

          Each of the Seller and the Corporation hereby acknowledges that he, she or it has been advised to consult with an attorney before executing this Release and that such Seller has done so or, after careful reading and consideration, has chosen not to do so of such Seller’s own volition. Seller hereby acknowledges that he, she or it has signed this Release knowingly and voluntarily and with the advice of any counsel retained to advise such Seller with respect to it.

          This Release has been drafted in English at the express request of the parties. Cette Quittance a été rédigée en anglais à la demande expresse des parties.

[Remainder of page left intentionally blank. Signature page follows.]

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          Dated: May ___, 2010 to be effective immediately prior to the Closing.

[Please fill in Seller name]
By:
	Name:
	Title:
BLUESLICE NETWORKS INC.
By:
	Name:
	Title:

72