ARRANGEMENT AGREEMENT

among

INTERNATIONAL BUSINESS MACHINES CORPORATION,

1361454 ALBERTA ULC

and

COGNOS INCORPORATED

dated as of November, 2007

GLOSSARY

ARRANGEMENT AGREEMENT, dated as of November 11, 2007 (this "Agreement"), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Parent"), 1361454 ALBERTA ULC, an unlimited liability corporation existing under the laws of the Province of Alberta and an indirect subsidiary of Parent ("Sub"), and COGNOS INCORPORATED, a Canada corporation (the "Company").

WHEREAS the Company wishes to support and facilitate the Arrangement on the terms and subject to the conditions set forth in this Agreement and the Board of Directors has concluded that it is in the best interests of the Company to consummate the Arrangement, on the terms and subject to the conditions set forth in this Agreement, in which the Company would become a wholly owned subsidiary of Sub, and the Board of Directors has approved this Agreement and intends to recommend that the Arrangement Resolution be approved by the Shareholders, on the terms and subject to the conditions of this Agreement;

WHEREAS Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Arrangement and also to prescribe various conditions to the Arrangement;

WHEREAS concurrently with the execution and delivery of this Agreement and as a condition to the willingness of Parent to enter into this Agreement, certain employees of the Company are executing and delivering offer letters (the "Offer Letters") regarding the employment of such employees following the consummation of the Arrangement; and

WHEREAS concurrently with the execution and delivery of this Agreement and as a condition to the willingness of Parent to enter into this Agreement, certain Shareholders and employees of the Company are entering into agreements with Parent pursuant to which such Shareholders and employees shall agree, among other things, to certain non-competition, non-solicitation and no hire restrictions.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

The Arrangement

SECTION 1.01. The Arrangement. The parties hereto agree, on the terms and subject to the conditions of this Agreement, to carry out the Arrangement in accordance with this Agreement on the terms set out in the Plan of Arrangement, subject to such changes as may be mutually agreed to by the parties in accordance with this Agreement.

SECTION 1.02. Implementation Steps by the Company. The Company covenants in favour of Sub and Parent that the Company shall:

(a) subject to compliance with Securities Laws, immediately upon the execution of this Agreement or such later time prior to the opening of markets as is agreed to by the parties, issue a press release announcing the entering into of this Agreement, which press release will be satisfactory in form and substance to Parent, acting reasonably. The Company will file such press release, together with a material change report in prescribed form and a copy of this Agreement as a material contract, with applicable securities regulatory authorities in each province of Canada;

(b) as soon as reasonably practicable after the execution and delivery of this Agreement, and in any event no later than December 4, 2007, bring an application before the Court pursuant to section 192 of the CBCA for the Interim Order in a manner and form acceptable to Parent, acting reasonably, providing for, inter alia, the calling and holding of the Special Meeting, and thereafter proceed with such application and diligently pursue obtaining the Interim Order;

(c) fix a record date for the purposes of determining the Shareholders entitled to receive notice of, and to vote at, the Special Meeting in accordance with the Interim Order;

(d) convene and hold the Special Meeting with a targeted date of January 9, 2008 and in any event on or beforeJanuary 14, 2008 in accordance with the Interim Order and applicable Laws for the purpose of having Shareholders consider the Arrangement Resolution and for any other proper purpose as may be set out in the Proxy Circular (as agreed to with the prior written consent of Parent); provided that: (i) the Special Meeting shall be held regardless of whether the Board of Directors determines at any time that this Agreement is no longer advisable or recommends that the Shareholders reject the Arrangement Resolution or any other Adverse Recommendation Change has occurred at any time; and (ii) the Arrangement Resolution shall be voted on before any other matter at the Special Meeting, unless otherwise previously agreed to in writing by Parent or required by a Governmental Entity;

(e) except to the extent required by a Governmental Entity or for quorum purposes (in the case of an adjournment), not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Special Meeting without Parents prior written consent, and without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to Section 1.02(d) and this Section 1.02(e) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal; provided that if the Board of Directors of the Company shall have delivered an Adverse Recommendation Change Notice to Parent, the Company may delay the Special Meeting until one day after the expiration of the five Business Day period immediately following delivery of such notice;

(f) subject to Section 3.02, include in the Proxy Circular the unanimous recommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution;

(g) solicit from the Shareholders proxies in favour of the approval of the Arrangement Resolution and, subject to Section 3.02, against any resolution submitted by any other Shareholder;

(h) take all reasonable steps necessary to allow Parent and any Subsidiary of Parent, directly or through representatives, to solicit, in accordance with applicable Law, from Shareholders proxies in favour of the approval of the Arrangement Resolution, provided that any such solicitation shall be in a manner approved by the Company, acting reasonably;

(i) provide notice to Parent of the Special Meeting and allow representatives of Parent to attend and speak at the Special Meeting;

(j) subject to obtaining all approvals as required by the Interim Order, bring an application as soon as reasonably practicable after the Special Meeting but in any event not later than three Business Days thereafter, before the Court pursuant to section 192 of the CBCA for the Final Order in a manner and form acceptable to Parent, acting reasonably, and thereafter proceed with and diligently pursue obtaining the Final Order;

(k) subject to obtaining the Final Order and the satisfaction or waiver of the conditions set forth in Article V, send to the Director, for endorsement and filing by the Director, the Articles of Arrangement and such other documents as may be required in connection therewith under the CBCA to give effect to the Arrangement pursuant to section 192 of the CBCA in a manner and form acceptable to Parent, acting reasonably;

(l) (i) permit Parent (and its outside counsel) to review and comment upon drafts of all material to be filed by the Company with the Court or any Governmental Entity in connection with the Arrangement (including the Proxy Circular and any supplement or amendment contemplated by Section 1.07) prior to the service (if applicable) and/or filing of such materials, (ii) give Parent and its counsel reasonable time to review and comment upon such materials and (iii) include all comments promptly and reasonably proposed by Parent and its counsel. The Company shall also provide to Parents outside counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;

(m) instruct outside counsel acting for the Company to bring the applications referred to in Section 1.02(b) and Section 1.02(j) in cooperation with outside counsel to Parent;

(n) not (i) file any material with the Court in connection with the Arrangement or serve any such material, and not agree to modify or amend materials so filed or served, or (ii) send to the Director, for endorsement and filing by the Director, the Articles of Arrangement, except in either case as contemplated hereby or with Parents prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and

(o) file the Proxy Circular with the SEC on Form 6-K as permitted by Rule 3a12-3(b) of the U.S. Exchange Act.

SECTION 1.03. Implementation Steps by Parent and Sub. Each of Parent and Sub covenants in favour of the Company that it shall cooperate with the Company in connection with seeking the Interim Order and the Final Order.

SECTION 1.04. Interim Order. The notice of motion for the motion for the Interim Order referred to in Section 1.02(b) shall request that the Interim Order provide:

(a) for confirmation of the record date for the Special Meeting;

(b) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting and for the manner in which such notice is to be provided;

(c) that the requisite approval for the Arrangement Resolution shall be not less than two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or by proxy at the Special Meeting and such other approval as is required by the Ontario Securities Commission Rule 61-501 Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions;

(d) that, in all other respects, the terms, restrictions and conditions of the Charter Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Special Meeting;

(e) for the grant of the Dissent Rights;

(f) for the notice requirements with respect to the making of the application to the Court for the Final Order;

(g) for such other matters as Parent or Sub may reasonably require subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed;

(h) that the Special Meeting may be adjourned or postponed from time to time by the Company in accordance with this Agreement without the need for additional approval by the Court.

SECTION 1.05. Articles of Arrangement. The Articles of Arrangement shall, upon the endorsement of a certificate thereon by the Director under section 192(7) of the CBCA, with such other matters as are necessary to effect the Arrangement and subject to the provisions of the Plan of Arrangement, consummate the Plan of Arrangement. The Articles of Arrangement shall be in form satisfactory to Parent, acting reasonably.

SECTION 1.06. Cash Proceeds per Share, RSU Consideration, DSU Consideration, Option Consideration and Replacement Options. At the Effective Time, pursuant to the Plan of Arrangement, and subject to the terms and conditions of this Agreement and the Plan of Arrangement,

(a) each holder of Company Common Shares (other than Parent or its affiliates and holders who have properly exercised Dissent Rights) shall be entitled to receive the Cash Proceeds per Share for each Company Common Share held;

(b) subject to the Offer Letters, (A) each holder of unvested RSUs whose terms of employment with the Company provide for acceleration of such RSUs upon a change of control of the Company shall have all RSUs held by such holder that accelerate as a result of the Arrangement, and (B) each holder of vested RSUs shall have all vested RSUs held by such holder exchanged for the number of Company Common Shares underlying such RSU to the extent that the trust under the RSU Plan holds Company Common Shares, and all other RSUs, if any, shall be cancelled by the Company in consideration for a payment by the Company in an amount equal to the product of the number of Company Common Shares underlying such RSUs and the Cash Proceeds per Share, less applicable withholding in accordance with Section 1.12;

(c) each RSU that has not been cancelled by the Company in accordance with Section 1.06(b) shall be amended in accordance with the Plan of Arrangement;

(d) each holder of DSUs shall have all such DSUs held by such holder cancelled by the Company in consideration for a payment by the Company in an amount equal to the product of the number of Company Common Shares underlying such DSUs and the Cash Proceeds per Share, less applicable withholding in accordance with Section 1.12;

(e) subject to the Offer Letters, (A) each holder of unvested Stock Options whose terms of employment with the Company provide for acceleration of such Stock Options upon a change of control of the Company shall have all Stock Options held by such holder that accelerate as a result of the Arrangement, and (B) each holder of vested Stock Options shall have all vested Stock Options held by such holder, in each case, with an exercise price less than the Cash Proceeds per Share, acquired by the Company in consideration for a payment by the Company in an amount equal to: (X) the product of the number of Company Common Shares underlying such Stock Option and the Cash Proceeds per Share, less (Y) the aggregate exercise price payable under such Stock Option to acquire the number of Company Common Shares underlying such Stock Option, less applicable withholding in accordance with Section 1.12; and

(f) subject to the Offer Letters, each holder of Stock Options that have not been acquired by the Company in accordance with Section 1.06(e) shall be entitled to receive Replacement Options as set forth in the Plan of Arrangement.

SECTION 1.07. Proxy Circular. As promptly as practicable after the execution and delivery of this Agreement, the Company, in consultation with Parent, will prepare and complete the Proxy Circular together with any other documents required by the CBCA or other applicable Laws in connection with the Arrangement and the Special Meeting. The Company will file the Proxy Circular and any other documentation required to be filed under the Interim Order and applicable Laws in all jurisdictions where the Proxy Circular is required to be filed by the Company and mail or cause to be mailed the Proxy Circular and any other documentation required to be mailed under the Interim Order and applicable Laws to Shareholders, the directors of the Company, the auditors of the Company and any other required persons as promptly as practicable in order to comply with the terms of this Agreement, all in accordance with the terms of the Interim Order and applicable Laws. The Company shall avail itself of the exemption under Rule 3a12-3(b) of the U.S. Exchange Act and file the Proxy Circular and any related materials with the SEC on Form 6-K. Parent will provide such assistance as the Company may reasonably request in such regard. In a timely and expeditious manner, the Company shall prepare (in consultation with Parent) and file amendments or supplements to the Circular required by applicable Laws or as otherwise agreed between the Company and Parent with respect to the Special Meeting and mail or otherwise disseminate such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, to such persons and in all jurisdictions where such amendments or supplements are required to be mailed or disseminated, complying in all material respects with all applicable Laws on the date of the mailing or dissemination thereof.

SECTION 1.08. Preparation of Filings, etc.

(a) The Company shall (with Parent and its counsel) diligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 of the CSA in relation to the Special Meeting and, without limiting the generality of the foregoing, shall, in consultation with Parent, use all reasonable efforts to benefit from the accelerated timing contemplated by such instrument.

(b) Each of Parent and the Company shall proceed diligently, in a coordinated fashion and use its respective commercially reasonable efforts to cooperate in:

(i) the preparation of the Proxy Circular as described in Section 1.07;

(ii) the preparation and filing of any exemption or other applications or orders and any other documents required by either of them to discharge their respective obligations under applicable Laws in connection with the Arrangement; and

(iii) the taking of all such action as may be required under any applicable Securities Laws or the CBCA in connection with the Arrangement and the Plan of Arrangement.

(c) Each of Parent and the Company shall furnish to the other of them, on a timely basis, all information as may be reasonably required to effect the actions contemplated by Section 1.08(a) and Section 1.08(b), and each covenants that no information so furnished by it in writing in connection with those actions or otherwise in connection with the consummation of the Arrangement will contain any Misrepresentation. Each of the parties hereto will ensure that the information relating to it and its Subsidiaries, which is provided in the Proxy Circular, will not contain any Misrepresentation.

(d) Each of Parent and the Company shall promptly notify the other of them if, at any time before the Effective Time, it becomes aware that the Proxy Circular or an application for the Interim Order, the Final Order or any other filing under corporate Laws or Securities Laws contains a Misrepresentation or otherwise requires an amendment or supplement to the Proxy Circular or such application. In any such event, each of the parties hereto will co-operate in the preparation of a supplement or amendment to the Proxy Circular or such other document, as the case may be, that corrects that Misrepresentation, and the Company will cause the same to be distributed to the Shareholders, the directors of the Company, the auditors of the Company and any other required persons and filed as required under applicable Laws.

(e) The Company shall ensure that the Proxy Circular complies in all material respects with all applicable Laws.

(f) The Company shall promptly notify Parent upon the receipt of any communication from the SEC and prior to communicating with the SEC, and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Prior to responding to any communication from the SEC, the Company (i) shall include in such response all comments reasonably and promptly proposed by Parent, (ii) shall reasonably consider all comments reasonably proposed by Parent and (iii) unless the Board of Directors of the Company shall have made an Adverse Recommendation Change, shall not respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed and in any event approval will be provided within two Business Days following a request therefor.

SECTION 1.09. Dissenting Shareholders. The Plan of Arrangement shall provide that registered Shareholders may exercise Dissent Rights with respect to their Shares in connection with the Arrangement pursuant to and in the manner set forth in the Interim Order and the Plan of Arrangement. The Company shall give Parent prompt notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such Dissent Rights and received by the Company.

SECTION 1.10. Amendment. Without limiting the provisions of the Plan of Arrangement, the Plan of Arrangement may, at any time and from time to time before and after the holding of the Special Meeting, but not later than the Effective Time, be amended by mutual written agreement of the parties hereto. Without limiting the generality of the foregoing, any such amendment may: (a) change the time for the performance of any of the obligations or acts of the parties; (b) waive any inaccuracies or modify any representation or warranty contained herein or in any document to be delivered pursuant hereto; (c) waive compliance with or modify any of the covenants contained herein or waive or modify the performance of any of the obligations of the parties; and (d) waive compliance with and modify any conditions precedent contained herein, provided, however, that after receipt of approval of the Arrangement Resolution by the Shareholders, there shall be no amendment that by Law requires further approval by the Shareholders without further approval of such Shareholders.

SECTION 1.11. List of Securityholders. At the reasonable request of Parent from time to time, the Company shall provide Parent with a list (in both written and electronic form) of the registered Shareholders, together with their addresses and respective holdings of Company Common Shares, with a list of the names and addresses and holdings of all persons having rights issued by the Company to acquire Company Common Shares (including Stock Option holders, holders of RSUs ("RSU Holders") and holders of DSUs ("DSU Holders") and a list of non-objecting beneficial owners of Company Common Shares, together with their addresses and respective holdings of Company Common Shares. The Company shall from time to time request that its registrar and transfer agent furnish Parent with such additional information, including updated or additional lists of Shareholders and lists of holdings and other assistance as Parent may reasonably request.

SECTION 1.12. Withholding. Notwithstanding anything in this Agreement to the contrary, the Company, Parent, Sub, the Depositary or one or more other subsidiaries of Parent, as the case may be, shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement or the Plan of Arrangement to any Shareholder, Stock Option holder, DSU Holder or RSU Holder such amounts as are required (or permitted under Section 116 of the Tax Act or the equivalent provision under provincial Law) to be deducted and withheld with respect to the making of such payment under the Tax Act, the Code, or any provision of local, state, provincial or foreign tax Law, in each case, as amended, or the administrative practice of the relevant Governmental Entity administering such Law. To the extent that amounts are so withheld and paid to the appropriate Governmental Entity directly or indirectly by the Company, Parent, Sub, the Depositary or one or more other subsidiaries of Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement and the Plan of Arrangement as having been paid to the former Shareholders, Stock Option holders, DSU Holders or RSU Holders, as the case may be, in respect of which such deduction and withholding was made by the Company, Parent, Sub, the Depositary or one or more other subsidiaries of Parent, as the case may be, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity within the time required, and in accordance with applicable Laws.

SECTION 1.13. Closing. On the Closing Date, the Articles of Arrangement shall be filed with the Director. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Laws, including the CBCA. The closing will take place at the offices of Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, 63rd Floor, Toronto, Ontario M5X 1B8 at 9:00 a.m. (Toronto time) on the Closing Date.

SECTION 1.14. Alternative Transaction Structure. At the request of Parent, the Company shall use commercially reasonable efforts to assist Parent to successfully implement and complete an alternative transaction structure that would result in Parent acquiring, directly or indirectly, all of the Company Common Shares (including, for greater certainty, a Takeover Proposal) so long as such an alternative transaction (a) would provide Shareholders, Stock Option holders, DSU Holders and RSU Holders with cash consideration not less than the cash consideration per security receivable under Section 1.06 and in the case of the Options and RSUs to the extent that tax deferred treatment is available under the Plan of Arrangement, would provide substantially the same tax deferred treatment, and would provide for the acquisition of all the outstanding Company Common Shares, Stock Options, RSUs and DSUs and the Company and/or the Board of Directors shall, if considered necessary or desirable, have received a fairness opinion with respect thereto from the Financial Advisor or another financial advisor, (b) would not result in a delay or time to completion materially longer than the Arrangement, and (c) is otherwise on terms and conditions no more onerous in any material respect than the Arrangement and this Agreement. In the event that the transaction structure is so modified, the relevant provisions of this Agreement shall be modified as necessary in order that they shall apply with full force and effect, mutatis mutandis, but with the adjustments necessary to reflect the revised transaction structure, and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such amendments as may be reasonably required as a result of such modifications and adjustments. The Company shall not be required to implement any alternative transaction structure that would result in the Company incurring a material liability (including any material and unindemnified tax liability) from a transaction implemented prior to the Effective Time.

ARTICLE II

Representations and Warranties

SECTION 2.01. Representations and Warranties of the Company. Except as set forth in the letter (with specific reference to the Section of this Agreement to which the information stated in such disclosure relates; provided that information contained in any section of the Company Letter shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is readily apparent from the face of such disclosure that such information is applicable to such other Section of this Agreement) delivered by the Company to Parent prior to the execution of this Agreement (the "Company Letter"), the Company represents and warrants to Parent and Sub as follows:

(a) Organization, Standing and Corporate Power. Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate or company power and authority to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary or desirable, other than where the failure to be so organized, existing, qualified or licensed or in good standing (except, in the case of clause (i) above, with respect to the Company), individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. The Company has made available to Parent complete and correct copies of the articles and the by-laws of the Company (the "Company Bylaws"), as amended to the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the shareholders, the Board of Directors and each committee of the Board or Directors of the Company held since February 28, 2005.

(b) Subsidiaries. Section 2.01(b) of the Company Letter sets forth a complete and correct list of each Subsidiary of the Company, its place and form of organization. All the outstanding shares of capital stock of, or other equity or voting interests in, each such Subsidiary are owned by the Company, by another wholly owned Subsidiary of the Company or by the Company and another wholly owned Subsidiary of the Company, free and clear of all pledges, claims, liens, charges, options, security interests or other encumbrances of any kind or nature whatsoever (collectively, "Liens"), except for transfer restrictions imposed by applicable Securities Laws or its articles, and are duly authorized, validly issued, fully paid and nonassessable. Except for the shares in the capital of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any shares in the capital of, or other equity or voting interests in, any person.

(c) Capital Structure.

(i) The authorized share capital of the Company consists of an unlimited number of Company Common Shares. At the close of business on November 8, 2007, (A) 83,768,473 Company Common Shares were issued and outstanding, including RSUs (including Company Common Shares held in trust to satisfy the Companys obligations under the RSU Plan) and DSUs, (B) 1,091,657 restricted share units have been granted under the 2002-2015 Restricted Share Unit Plan of the Company (the "RSUs" and the "RSU Plan", respectively) and 169,439.96 deferred share units have been granted under the Share Plan for Non-Employee Directors of the Company (the "DSUs" and the "DSU Plan", respectively) and no other deferred share units of the Company are outstanding and (C) 7,880,858 Company Common Shares were subject to outstanding options (other than rights under the Employee Stock Purchase Plan of the Company (the "ESPP")) to acquire Company Common Shares pursuant to the 1997-2002 Stock Option Plan of the Company and the 2003-2016 Stock Option Plan of the Company (such options, together with any other stock options granted after November 8, 2007, under the Canadian Stock Option Plans pursuant to the terms of this Agreement or as disclosed in the Company Letter, the "Canadian Options"; and such plans, the "Canadian Stock Option Plans") and 342,794 Company Common Shares were subject to outstanding options (other than rights under the ESPP) to acquire Company Common Shares pursuant to, the Adaytum, Inc. 1999 Stock Option Plan, the Applix, Inc. 2006 Stock Incentive Plan, the Applix, Inc. 2004 Equity Incentive Plan, and the Applix, Inc. 1994 Equity Incentive Plan (such options, together with any other stock options granted after November 8, 2007, under the U.S. Stock Option Plans pursuant to the terms of this Agreement or as disclosed in the Company Letter, the "U.S. Options"; and such plans, the "U.S. Stock Option Plans"; collectively the U.S. Options, the Canadian Options and the 250,000 options granted out of plan to the Companys chief operating officer in May, 2006 are referred to herein as the "Stock Options"; collectively, the Canadian Stock Option Plans, the U.S. Stock Option Plans, the ESPP, the RSU Plan and the DSU Plan are referred to herein as the "Company Stock Plans"). 3,000,000 Company Common Shares were reserved and available for issuance pursuant to the ESPP and 1,679,647 Company Common Shares remained available for grant as of November 8, 2007 under the ESPP. As of August 31, 2007, 1,203,000 Company Common Shares were held by the Company in trust to satisfy its obligations under the RSU Plan. The Company and its Subsidiaries do not hold any Company Common Shares in treasury (other than those held in trust to satisfy the Companys obligations under the RSU Plan). Other than the Company Stock Plans, there is no plan or other Contract providing for the grant of options or rights payable in or exercisable for or into Company Common Shares by the Company or any of its Subsidiaries. No Company Common Shares are owned by any Subsidiary of the Company. The Company has delivered to Parent (1) a complete and correct list, as of the close of business on November 8, 2007, of all outstanding Stock Options, the number of shares subject to each such Stock Option, the grant date, exercise price, vesting schedule and expiration date of each such Stock Option and the name of the holder thereof and an indication of whether or not each such holder is a current employee or director of the Company or any of its Subsidiaries and whether or not such Stock Option is intended to qualify as an "incentive stock option" under Section 422 of the Code and (2) a complete and correct list, as of the close of business on November 8, 2007, of all RSUs and DSUs, the grant date and the name of the holder of each such RSU and DSU, the forms of RSU and DSU grant agreements pursuant to which any such RSUs and DSUs were granted and the vesting schedule (if any) and expiration date (if any) of each such RSU and DSU.

(ii) Except as set forth in Section 2.01(c)(i), as of the close of business on November 8, 2007, no shares in the capital of, or other equity or voting interests in, the Company, or options, warrants, shares of deferred stock, share units, restricted stock awards, stock appreciation rights, phantom stock awards or other rights to acquire any such stock or securities, or other rights that are linked to the value of the Company Common Shares or the value of the Company or any part thereof, were issued, reserved for issuance or outstanding. Since November 8, 2007 to the date of this Agreement, (A) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company, other than issuances of Company Common Shares pursuant to the exercise of Stock Options outstanding as of November 8, 2007, and only if and to the extent required by their terms as in effect on such date and (B) there have been no issuances by the Company of options, warrants, shares of deferred stock, share units, restricted stock awards, stock appreciation rights, phantom stock awards, other rights to acquire shares of capital stock or other equity or voting interests from the Company, or other rights that are linked to the value of Company Common Shares or the value of the Company or any part thereof.

(iii) All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no (A) bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries and (B) except as set forth in this Section 2.01(c), securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case, the value of which is based upon or derived from any shares in the capital of, or other equity or voting interests in, the Company or which has or which by its terms may have at any time (whether actual or contingent) the right to vote (or which is convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company or any of its Subsidiaries may vote. Except as set forth in this Section 2.01(c), there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares in the capital of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract. With respect to the Stock Options, (1) each Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies, (2) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the "Grant Date") by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (3) each such grant was made in accordance with the terms of the Company Stock Plans, the Securities Laws and all other applicable Laws and regulatory rules or requirements, including the rules of the Stock Exchanges, (4) the per share exercise price of each Stock Option was not less than the fair market value of a share of Company Common Shares on the applicable Grant Date and (5) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Companys Public Disclosure Documents in accordance with the Securities Laws and all other applicable Laws. Except pursuant to the tax withholding provisions under which the Stock Options, RSUs or DSUs were granted, in each case, as in effect on the date of this Agreement, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries or (II) vote or dispose of any shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries. The Company is not a party to any voting agreements with respect to any shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the knowledge of the Company, as of the date of this Agreement there are no irrevocable proxies and no voting agreements with respect to any shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries. Section 2.01(c)(iii) of the Company Letter contains a complete and correct list as of the date of this Agreement of each holder of unvested Stock Options and/or unvested RSUs whose terms of employment with the Company provide for acceleration of such Stock Options and/or such RSUs upon a change of control of the Company. All Stock Options, RSUs and DSUs may, by their terms or the Arrangement, be treated in accordance with Sections 1.06.

(iv) By its terms, each U.S. Option may be treated in the same manner as a Canadian Option, as contemplated by Section 1.06.

(v) As of the date of this Agreement, the Company is not listed on any stock exchange other than the Toronto Stock Exchange and the NASDAQ Global Select Market (collectively, the "Stock Exchanges").

(d) Authority; Noncontravention. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement, subject, in the case of the Arrangement, to obtaining the Shareholder Approval, Interim Order and Final Order, and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Arrangement and the other transactions contemplated by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Arrangement and the other transactions contemplated by this Agreement, subject, in the case of the Arrangement, to obtaining the Shareholder Approval, Interim Order and Final Order. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors rights generally and (ii) subject to general principles of equity, whether considered in a proceeding at law or in equity (the "Bankruptcy and Equity Exception"). The Board of Directors of the Company, at a meeting duly called and held at which all of the directors of the Company were present, duly and unanimously adopted resolutions (i) approving this Agreement, the Arrangement and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company for the Company to enter into this Agreement and consummate the Arrangement and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) determining that the Arrangement is fair to the Shareholders, (iv) directing that the Arrangement be submitted to a vote at the Special Meeting to be held as set forth in Section 1.02 and (v) recommending, subject to Section 3.02, that the Shareholders approve the Arrangement Resolution and adopt the Arrangement, subject to the terms of the Arrangement Resolution, which resolutions, except to the extent permitted by Section 3.02, have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement, the consummation of the Arrangement and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under (including any right of a holder of a security of the Company or any of its Subsidiaries to require the Company or any of its Subsidiaries to acquire such security), any provision of (A) the articles of the Company or the Company Bylaws or the articles or bylaws (or similar organizational documents) of any of its Subsidiaries, (B) any loan or credit agreement, bond, debenture, note, mortgage, indenture, guarantee, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking or license, whether oral or written (each, including all amendments thereto, a "Contract") or Permit to which the Company or any of its Subsidiaries is a party or bound by or any of their respective properties or assets are bound by or subject to or otherwise under which the Company or any of its Subsidiaries has rights or benefits or (C) subject to the governmental filings and other matters referred to in the following sentence, any (1) federal, state, provincial or local, domestic or foreign, statute, law, code, ordinance, rule or regulation of any Governmental Entity (each, a "Law") or (2) federal, state, provincial or local, domestic or foreign, judgment, injunction, order, writ or decree of any Governmental Entity (each, a "Judgment"), in each case, applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C), any such conflicts, violations, breaches, defaults, rights, terminations, cancellations, accelerations, losses, Liens, rights or entitlements that, individually or in the aggregate, are not reasonably likely to (x) result in a Material Adverse Effect, (y) prevent, materially impede or materially delay the consummation by the Company of the Arrangement or the other transactions contemplated hereby or (z) result in an impairment in any material respect of the ability of the Company to perform its obligations under this Agreement. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any (i) multinational, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, commissioner (including the Commissioner), tribunal (including the Competition Tribunal) board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing (a "Governmental Entity"), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company, the consummation by the Company of the Arrangement or any of the other transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (I) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under the Investment Canada Act, the Competition Act and any other applicable competition, merger control, antitrust or similar Law, (II) the filing with the CSA of this Agreement, a material change report, the Proxy Circular and such other documents and reports under the Securities Laws and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (III) the filing of applications (and supporting materials) for each of the Interim Order and the Final Order with the Court, (IV) the filing of the Articles of Arrangement with the Director, (V) any filings with the Director under the CBCA, (VI) any filings required under the rules and regulations of the Stock Exchanges and (VII) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, are not reasonably likely to (x) result in a Material Adverse Effect, (y) prevent, materially impede or materially delay the consummation by the Company of the Arrangement or the other transactions contemplated hereby or (z) result in an impairment in any material respect of the ability of the Company to perform its obligations under this Agreement.

(e) Public Disclosure Documents.

(i) The Company is a "reporting issuer" under Canadian Securities Laws.

(ii) The Company has made available to Parent, or the System for Electronic Data, Analysis and Retrieval (SEDAR) database of the CSA and the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission ("SEC") contain in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the CSA or the SEC, as the case may be, by the Company since February 28, 2004 (together with all exhibits and schedules thereto and documents and other information incorporated therein by reference, the "Public Disclosure Documents"). The Company has filed with or furnished to the CSA and SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished since February 28, 2004. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the CSA or the SEC, as the case may be. As of their respective dates, each of the Public Disclosure Documents complied as to form in all material respects with the requirements of Securities Laws applicable to such Public Disclosure Document, and none of the Public Disclosure Documents at the time it was filed or furnished contained any Misrepresentation. Except to the extent that information contained in any Public Disclosure Document filed or furnished and publicly available prior to the date of this Agreement (a "Filed Public Disclosure Document") has been revised or superseded by a later filed or furnished Filed Public Disclosure Document, none of the Public Disclosure Documents contains any Misrepresentation. The Company has made available to Parent copies of all comment letters received by the Company from the CSA or the SEC since February 28, 2004, and relating to the Public Disclosure Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the CSA or the SEC. As of the date of this Agreement, to the knowledge of the Company none of the Public Disclosure Documents is the subject of any ongoing review by the CSA or the SEC. The financial statements (including the related notes) of the Company included in the Public Disclosure Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the CSA and the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America ("GAAP") (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except (A) as set forth in the most recent balance sheet (including the notes thereto) included in the Filed Public Disclosure Documents (the "Baseline Financials"), (B) for liabilities incurred after the date of the Baseline Financials but prior to the date of this Agreement in the ordinary course of business consistent with past practice, and (C) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). The Company has not filed any confidential material change report or similar disclosure document with any securities regulatory authority or stock exchange that remains confidential as of the date of this Agreement.

(iii) The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (collectively, "SOX") applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Companys code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Companys code of ethics.

(iv) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the U.S. Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the Public Disclosure Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. The chief executive officer of the Company and the chief financial officer of the Company each has made all certifications required by CSA Multilateral Instrument 52-109, as applicable, with respect to the Public Disclosure Documents, and the statements contained in such certifications were accurate as of the date they were made.

(v) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Companys or any of its Subsidiaries published financial statements or other Public Disclosure Documents.

(vi) The Company maintains "internal control over financial reporting" (as defined in Rule 13a-15(f) of the U.S. Exchange Act) in compliance with the U.S. Exchange Act.

(vii) The Company maintains "disclosure controls and procedures" (as defined in Rule 13a-15(e) of the U.S. Exchange Act) in compliance with the U.S. Exchange Act.

(viii) The Company is a "foreign private issuer" (as such term is defined in Rule 3b-4(c) under the U.S. Exchange Act) and is exempt from Sections 14(a), 14(b), 14(c) and 14(f) under the U.S. Exchange Act pursuant to Rule 3a12-3(b) of the U.S. Exchange Act. The Company has no reason to believe it will not qualify as a "foreign private issuer" at any time prior to the Effective Date.

(f) Information Supplied. None of the information included or incorporated by reference in the Proxy Circular will, at the date it is first mailed to the Shareholders, at the time of the Special Meeting or at the time of any amendment or supplement thereof, as amended or supplemented at such time or date, contain any Misrepresentation, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Proxy Circular.

(g) Absence of Certain Changes or Events.

(i) Since February 28, 2007 to the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice and there has not been (A) any Material Adverse Effect, (B) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Companys or any of its Subsidiaries capital or other equity or other voting interests, except for dividends by a direct or indirect wholly owned Subsidiary of the Company to its parent, (C) any split, combination or reclassification of any of the Companys or any of its Subsidiaries capital or other equity or other voting interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries, (D) (1) any grant by the Company or any of its Subsidiaries to any current director, officer, employee, individual contractor or individual consultant of the Company or any of its Subsidiaries (collectively, "Company Personnel") or former Company Personnel of any bonus opportunity, any loan or any increase in any type of compensation or benefits, except for grants of normal bonus opportunities and normal increases of base compensation or benefits, in each case, prior to the date of this Agreement in the ordinary course of business consistent with past practice or as expressly required by any Benefit Plan or Benefit Agreement in effect on the date hereof, or (2) any payment by the Company or any of its Subsidiaries to any Company Personnel of any bonus, except for bonuses paid or accrued prior to the date of this Agreement in the ordinary course of business consistent with past practice or as expressly required by any Benefit Plan or Benefit Agreement in effect on the date hereof, (E) any grant by the Company or any of its Subsidiaries to any current director or officer of the Company or any of its Subsidiaries of any severance, change in control, termination or similar compensation or benefits or increases therein or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein or any grant by the Company or any of its Subsidiaries to any other Company Personnel of any material severance, change in control, termination or similar compensation or benefits or material increases therein or of the right to receive any material severance, change in control, termination or similar compensation or benefits or material increases therein, (F) any adoption of or entry by the Company or any of its Subsidiaries into, any material amendment of or modification to or agreement to materially amend or modify, or any termination of, (1) (x) any employment, deferred compensation, change in control, severance, termination, loan, indemnification, retention, stock repurchase, or similar Contract between the Company or any of its Subsidiaries, on the one hand, and any such Company Personnel, on the other hand, (y) any material consulting agreement between the Company or any of its Subsidiaries, on the one hand, and any such Company Personnel who is a current or former officer or director of the Company or any of its Subsidiaries, on the other hand and (z) any material consulting agreement between the Company or any of its Subsidiaries, on the one hand, and any such Company Personnel, on the other hand, (2) any Contract between the Company or any of its Subsidiaries, on the one hand, and any such Company Personnel, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement or (3) any trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any such Company Personnel (all such Contracts under this clause (F) which are set forth on the Company Letter or required to be set forth on the Company Letter pursuant to its terms, including any such Contract which is entered into on or after the date of this Agreement, collectively, "Benefit Agreements"), (G) any grant or amendment of any incentive award (including stock options, stock appreciation rights, performance units, restricted stock, restricted stock units, stock repurchase rights or other stock-based or stock-related awards) or the removal or modification of any restrictions in any such award, except for grants or amendments made in the ordinary course of business consistent with past practice or in the context of the Companys ordinary salary review cycle in accordance with past practice or as expressly required under any Benefit Plan or Benefit Agreement in effect on the date hereof, (H) any material change in financial or tax accounting methods, principles or practices by the Company or any of its Subsidiaries, except insofar as may have been required by GAAP or applicable Law, (I) any material tax election or change in any material tax election or any settlement or compromise of any material income tax liability, (J) any material write-down by the Company or any of its Subsidiaries of any of the material assets of the Company or any of its Subsidiaries, or (K) any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property or rights thereto, other than nonexclusive licenses granted in the ordinary course of the business of the Company and its Subsidiaries consistent with past practice.

(ii) Since February 28, 2007, each of the Company and its Subsidiaries has continued all pricing, sales, receivables and payables practices in accordance with the ordinary course of business consistent with past practice and has not engaged, except in the ordinary course of business consistent with past practice, in (A) any promotional sales or discount activity with any customers or distributors with the effect of accelerating to prior fiscal quarters (including the current fiscal quarter) sales to the trade or otherwise that would otherwise be expected to occur in subsequent fiscal quarters, (B) any practice that would have the effect of accelerating to prior fiscal quarters (including the current fiscal quarter) collections of receivables that would otherwise be expected to be made in subsequent fiscal quarters, (C) any practice that would have the effect of postponing to subsequent fiscal quarters payments by the Company or any of its Subsidiaries that would otherwise be expected to be made in prior fiscal quarters (including the current fiscal quarter) or (D) any other promotional sales or discount activity.

(h) Litigation. Section 2.01(h) of the Company Letter sets forth, as of the date of this Agreement, a complete and correct list of each claim (other than immaterial claims), action, suit, judicial, administrative and regulatory proceeding or investigations pending or, to the knowledge of the Company, threatened by or against the Company or any of its Subsidiaries (i) for money damages, (ii) that seeks injunctive relief, (iii) that may give rise to any legal restraint on or prohibition against or limit the material benefits to Parent of the transactions contemplated by this Agreement or (iv) that, if resolved in accordance with plaintiffs demands, is reasonably likely to have a Material Adverse Effect. There is no Judgment of any Governmental Entity or arbitrator outstanding against, or, to the knowledge of the Company, investigation, proceeding, notice of violation, order of forfeiture or complaint by any Governmental Entity involving, the Company or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

(i) Contracts.

(i) Section 2.01(i) of the Company Letter contains a complete and correct list as of the date of this Agreement of:

(A) each Contract pursuant to which the Company or any of its Subsidiaries has agreed not to compete with any person in any area or to engage in any activity or business, or pursuant to which any benefit or right is required to be given or lost as a result of so competing or engaging;

(B) each Contract to which the Company or any of its Subsidiaries is a party providing for exclusivity or any similar requirement or pursuant to which the Company or any of its Subsidiaries is restricted in any way, or which after the Effective Time could restrict Parent or any of its Subsidiaries in any way, with respect to the development, manufacture, marketing or distribution of their respective products or services or otherwise prohibits any activity in respect of the operation of their businesses, or pursuant to which any benefit or right is required to be given or lost as a result of non-compliance with any such exclusive or prohibiting requirements, or which requires the Company or any of its Subsidiaries to refrain from granting license or franchise rights to any other person;

(C) each material Contract by and between the Company or any of its Subsidiaries and (1) any affiliate of the Company or any of its Subsidiaries (other than the Company or any Subsidiary), (2) any Company Personnel, (3) any union or other labour organization or (4) any person known by the Company to be an affiliate of any such person (other than, in each case, (I) offer letters or employment agreements that (x) are entered into by the Company or any of its Subsidiaries in the ordinary course of business and do not deviate substantially or materially from the Companys or such Subsidiarys standard form agreement and are not with a director or officer of the Company or any of its Subsidiaries, (y) provide for an annual base salary of not more than $200,000, or (z) are terminable at will by the Company or any of its Subsidiaries both without any penalty and without any obligation of the Company or any of its Subsidiaries to pay severance or other compensation or benefits (other than accrued base salary or consulting fees, accrued commissions, accrued bonuses, accrued vacation pay, accrued floating holidays and legally mandated benefits or amounts), (II) invention assignment and confidentiality agreements relating to the assignment of inventions to the Company or any of its Subsidiaries not involving the payment of money and (III) Benefit Plans and Benefit Agreements);

(D) each Contract under which the Company or any of its Subsidiaries has incurred any indebtedness having an aggregate principal amount in excess of $1,000,000;

(E) each Contract to which the Company or any of its Subsidiaries is a party creating or granting a Lien (including Liens upon properties or assets acquired under conditional sales, capital leases or other title retention or security devices), other than (1) Liens for taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been recorded, (2) Liens for assessments and other governmental charges or landlords, carriers, warehousemens, mechanics, repairmens, workers or similar Liens, incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers compensation, unemployment insurance, Canada Pension Plan and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations (4) title of a lessor under a capital or operating lease and (5) Liens that are not reasonably likely to adversely interfere in a material way with the use of properties or assets encumbered thereby (collectively, "Permitted Liens");

(F) each material Contract to which the Company or any of its Subsidiaries is a party (1) containing any "change in control" or similar provisions with respect to the Company or any of its Subsidiaries, including provisions requiring consent or approval of, or notice to, any Governmental Entity or other person in the event of, or with respect to, consummation of the Arrangement or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract, or give rise under such Contract to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancellation or material acceleration of any obligation, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of the Company, Parent or any of their respective Subsidiaries, or to any increased, guaranteed, accelerated or additional material rights or material entitlements of any person, (2) prohibiting or imposing any restrictions on the assignment of all or any portion of such Contract by the Company or its Subsidiaries (without regard to any exception permitting assignments to subsidiaries or affiliates) or (3) containing any provisions having the effect of providing that the consummation of the Arrangement or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will require that a third party be provided with access to source code or that any source code be released from escrow and provided to any third party;

(G) each Contract to which the Company or any of its Subsidiaries is a party providing for payments of royalties or other license fees to third parties, in each case in excess of $400,000 annually, that is not terminable on 90 days or less notice;

(H) each Contract to which the Company or any of its Subsidiaries is a party granting a third party any licence to material Intellectual Property that is not limited to the internal use of such third party other than in the ordinary course of business consistent with past practice;

(I) each Contract pursuant to which the Company or any of its Subsidiaries has been granted any license to Intellectual Property, other than nonexclusive licenses granted in the ordinary course of business of the Company and its Subsidiaries consistent with past practice;

(J) each Contract to which the Company or any of its Subsidiaries is a party granting the other party to such Contract or a third party "most favoured nation" pricing or terms that (1) applies to the Company or any of its Subsidiaries or (2) following the Effective Time, would apply to Parent or any of its Subsidiaries other than Sub;

(K) each Contract pursuant to which the Company or any of its Subsidiaries has agreed or is required to provide any third party with access to source code, or to provide for source code to be put in escrow, excluding non-material pieces of source code developed for customers by the Company which are not integral to the Companys products or services;

(L) each Contract to which the Company or any of its Subsidiaries is a party for any joint venture (whether in partnership, limited liability company or other organizational form) or material alliance or similar arrangement;

(M) each Contract to which the Company or any of its Subsidiaries is a party for any development, marketing, resale, distribution or similar arrangement relating to any product, service or material Company Owned IP other than any Contract entered into in the ordinary course of business, consistent with past practice;

(N) each Contract to which the Company or any of its Subsidiaries is a party with any Governmental Entity that is material to the Company and its Subsidiaries;

(O) each material Contract to which the Company or any of its Subsidiaries is a party entered into in the last five years in connection with the settlement or other resolution of any suit, claim, action, investigation or proceeding that has any material continuing obligations, liabilities or restrictions;

(P) each material Contract to which the Company or any of its Subsidiaries is a party providing for future performance by the Company or any of its Subsidiaries in consideration of amounts previously paid, excluding maintenance or other services agreements (other than services agreements involving material amounts) with customers entered into in the ordinary course of business consistent with past practice;

(Q) each Contract to which the Company or any of its Subsidiaries is a party providing for liquidated damages (other than in an immaterial amount or events Contracts entered into in the ordinary course of business);

(R) each material Contract pursuant to which the Company or any of its Subsidiaries provides professional services for a fixed fee that guarantees a specific result;

(S) each material Contract entered into in the last 18 months between the Company or any of its Subsidiaries and any of the 25 largest customers of the Company and its Subsidiaries determined on the basis of revenues received by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended August 31, 2007 (each such customer, a "Major Customer", and each such Contract, a "Major Customer Contract");

(T) each material Contract between the Company or any of its Subsidiaries and any of the 15 largest licensors or other suppliers to the Company and its Subsidiaries determined on the basis of amounts paid by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended August 31, 2007 (each such licensor or other supplier, a "Major Supplier", and each such Contract, a "Major Supplier Contract");

(U) except for Contracts otherwise disclosed pursuant to this Section 2.01(i), each Contract which has aggregate future sums due to or from the Company or any of its Subsidiaries, taken as a whole, (i) during the period commencing on the date of this Agreement and ending on the 12-month anniversary of this Agreement, in excess of $2,000,000 or (ii) during the life of the Contract, in excess of $5,000,000; and

(V) except for the Contracts disclosed above, each material Contract to which the Company or any of its Subsidiaries is a party not made in the ordinary course of business consistent with past practice.

The Contracts of the Company or any of its Subsidiaries of the type referred to in clauses (A) through (V) of subsection (i) above are collectively referred to in this Agreement as "Specified Contracts". The Company has made available to Parent a complete and correct copy of each of the Specified Contracts, including all amendments thereto. Subject to the Bankruptcy and Equity Exception, each Contract of the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries (a "Material Contract"), is in full force and effect (except for those Contracts that have expired in accordance with their terms) and is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms. Each of the Company and its Subsidiaries has performed or is performing all material obligations required to be performed by it under the Material Contracts and is not (with or without notice or lapse of time or both) in breach in any material respect or default thereunder, and has not waived or failed to enforce any material rights or benefits thereunder, and, to the knowledge of the Company, no other party to any of the Material Contracts is (with or without notice or lapse of time or both) in breach in any material respect or default thereunder. To the knowledge of the Company, there has occurred no event giving (with or without notice or lapse of time or both) to others any right of termination, material amendment or cancellation of any Material Contract. To the knowledge of the Company, there are no circumstances that are reasonably likely to occur that is reasonably likely to adversely affect the ability of the Company or any of its Subsidiaries to perform its material obligations under any Material Contract.

(ii) As of the date of this Agreement, none of the Major Customers or Major Suppliers has terminated, failed to renew or requested any material amendment to any of its Major Customer Contracts or Major Supplier Contracts, or any of its existing relationships, with the Company or any of its Subsidiaries.

(j) Compliance with Laws. The Company and its Subsidiaries have in effect all material Permits that are necessary for them to own, lease or operate their properties and assets and to carry on their businesses in all material respects as currently conducted and as proposed by the Company to be conducted. Each of the Company and its Subsidiaries is, and since March 1, 2004 has been, in compliance in all material respects with all applicable Laws and Judgments, and no condition or state of facts exists that is reasonably likely to give rise to a material violation of, or a material liability or default under, any such applicable Law or Judgment. The execution and delivery of this Agreement by the Company does not, and the consummation of the Arrangement and the other transactions contemplated hereby and compliance with the terms hereof are not, reasonably likely to cause the revocation or cancellation of any material Permit. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written communication during the past three years from any person that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to material liability under, any Permit, Law or Judgment or relating to the revocation or modification of any material Permit. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or any of their respective material assets or operations, or that any such investigation or review is contemplated. Neither the Company nor any of its Subsidiaries currently holds, or at any time has held, any licences issued by the Federal Communications Commission.

(k) Absence of Changes in Benefit Plans; Employment Agreements; Labour Relations.

(i) Except as disclosed in the Filed Public Disclosure Documents, since February 28, 2007 to the date of this Agreement, none of the Company or any of its Subsidiaries has adopted, entered into, terminated or amended or modified in any material respect, except as required by applicable Law, or agreed to adopt, enter into, terminate or amend or modify in any material respect, except as required by applicable Law, (A) any collective bargaining agreement, or (B) any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock repurchase right, stock option (including the Company Stock Plans), phantom stock, stock-based compensation, performance, retirement, supplemental retirement, savings, paid time off, perquisite, vacation, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical or other welfare benefit or other similar plan, program, arrangement or agreement (whether oral or written, funded or unfunded and whether or not subject to the Laws of the United States or Canada) sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any of its Subsidiaries or any other person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or with respect to which the Company is otherwise jointly or severally liable under applicable Law (each, a "Commonly Controlled Entity"), in each case, providing compensation or benefits to any Company Personnel or former Company Personnel, but not including (A) the Benefit Agreements, or (B) any statutory benefit arrangements that an employer is required by applicable Law to participate in, or to contribute to, including the Canada and Quebec pension plans and plans administered pursuant to applicable health tax, workplace safety insurance, employment insurance or workers compensation law (all such plans, programs, arrangements and agreements, including any such plan, program, arrangement or agreement entered into or adopted on or after the date of this Agreement, collectively, "Benefit Plans"), or (except as would not be material or as required by applicable Law) has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Pension Plan, or any change in the manner in which contributions to any Pension Plan are made or the basis on which such contributions are determined.

(ii) As of the date of this Agreement, there are no collective bargaining agreements or other labour union, worker union, worker council or other similar agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound. Since February 28, 2005, neither the Company nor any of its Subsidiaries has encountered any labour union organizing activity, or had any actual or, to the knowledge of the Company, threatened employee strikes, work stoppages, slowdowns or lockouts. None of the employees of the Company or any of its Subsidiaries is represented by any union with respect to his or her employment by the Company or such Subsidiary. Each of the Company and its Subsidiaries is, and since February 28, 2005, has been, in compliance in all material respects with all applicable Laws and Judgments relating to employment and employment practices, occupational safety and health standards, terms and conditions of employment and wages and hours, and is not, and since February 28, 2005, has not, engaged in any unfair labour practice. As of the date hereof, the Company has not received notice of any unfair labour practice charge or complaint against the Company or any of its Subsidiaries that is pending, and, to the knowledge of the Company, there is no unfair labour practice charge or complaint against the Company or any of its Subsidiaries threatened, in each case before the National Labour Relations Board or any comparable Governmental Entity.

(l) Environmental Matters. (i) Each of the Company and its Subsidiaries is, and since February 28, 2004 has been, in compliance in all material respects with all applicable Environmental Laws, and as of the date hereof neither the Company nor any of its Subsidiaries has received any written communication alleging that the Company or such Subsidiary is in violation of, or may have liability under, any Environmental Law; (ii) each of the Company and its Subsidiaries possesses and is in compliance in all material respects with all Permits required under applicable Environmental Laws for the conduct of their respective operations as now being conducted, and all such Permits are in good standing; (iii) there are no material Environmental Claims pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) there has been no Release of any Hazardous Material that is reasonably likely to form the basis of any material Environmental Claim against the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of Law, any liability or obligation that is reasonably likely to form the basis of any material Environmental Claim against the Company or any of its Subsidiaries; (vi) there are no aboveground or underground storage tanks, generators or known or suspected asbestos-containing materials for which the Company or its Subsidiaries is responsible at, on, under or about property owned, operated or leased by the Company or any of its Subsidiaries, nor, to the knowledge of the Company, were there any underground storage tanks on, under or about any such property in the past; (vii) neither the Company nor any of its Subsidiaries stores, generates, or disposes of Hazardous Materials (excluding office, cleaning or similar supplies used in the ordinary course of the Companys or its Subsidiaries businesses) at, on, under, about or from property owned or leased by the Company or any of its Subsidiaries; and (viii) there are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that are reasonably likely to form the basis of any material Environmental Claim against the Company or any of its Subsidiaries.

For all purposes of this Agreement, (A) "Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, Judgments, demands, directives, claims, Liens, investigations, proceedings or written or oral notices of noncompliance or violation by or from any person alleging liability of any kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resource damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (1) the presence or Release of, or exposure to, any Hazardous Material at any location or (2) the failure to comply with any Environmental Law; (B) "Environmental Law" means any Law, Judgment, legally binding agreement or Permit issued, promulgated or entered into by or with any Governmental Entity relating to pollution, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), natural resources or human health and safety; (C) "Hazardous Materials" means any petroleum or petroleum products, radioactive materials or wastes, asbestos in any form, polychlorinated biphenyls, toxic substances and any other chemical, material, substance or waste that is prohibited, limited or regulated under any Environmental Law; and (D) "Release" means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within any building, structure, facility or fixture.

(m) Pensions and Benefits.

(i) Section 2.01(m)(i) of the Company Letter sets forth a complete and correct list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended "ERISA") which are Benefit Plans (each, a "Pension Plan"), and all other Benefit Plans and Benefit Agreements, that, in each case, are in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of (A) each Benefit Plan and each Benefit Agreement (or, in the case of any unwritten Benefit Plans or Benefit Agreements, descriptions thereof), (B) the two most recent annual reports, or such similar reports, statements, information returns or material correspondence required to be filed, with or delivered to any Governmental Entity, if any, with respect to each Benefit Plan (including reports filed on Form 5500), (C) the most recent summary plan description (if any), and any summary of material modifications, prepared for each Benefit Plan for which such summary plan description is required under applicable Law and (D) each trust agreement, group annuity or insurance Contract or similar documents providing for the funding of compensation or benefits under any Benefit Plan or Benefit Agreement.

(ii) All Pension Plans intended to be tax qualified under the Code have been the subject of favourable determination letters or opinions from the Internal Revenue Service (the "IRS") to the effect that such Pension Plans are qualified and exempt from United States Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code or, in the case of a Pension Plan that is based upon a pre-approved plan, the sponsor of such plan has received a favourable advisory or opinion letter as to the form of such plan from the IRS upon which the Company is entitled to rely under applicable IRS procedures), and no such determination, advisory or opinion letter has been revoked (nor, as of the date of this Agreement, to the knowledge of the Company, has revocation been threatened in writing) and no event has occurred since the date of the most recent determination, advisory or opinion letter or application therefor relating to any such Pension Plan that is reasonably likely to adversely affect the qualification of such Pension Plan or require security under Section 307 of ERISA. All Benefit Plans required to have been approved by any non-United States Governmental Entity (or permitted to have been approved to obtain any beneficial tax or other status) have been so approved or timely submitted for approval, no such approval has been revoked (nor, as of the date of this Agreement, has revocation been threatened in writing) and no event has occurred since the date of the most recent approval relating to any such Benefit Plan that is reasonably likely to adversely affect any such approval relating thereto. The Company has made available to Parent a complete and correct copy of the most recent determination or approval letter received with respect to each Pension Plan, as well as a complete and correct copy of each pending application for a determination or approval letter, if any.

(iii) Since December 31, 2000, neither the Company nor any Commonly Controlled Entity has sponsored, maintained, contributed to or been obligated to maintain or contribute to, or has any actual or contingent liability under, any Benefit Plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code or is otherwise a defined benefit pension plan (as such term is defined in Section 3(35) of ERISA) or that provides for the payment of termination indemnities.

(iv) No Benefit Plan or Benefit Agreement that provides welfare benefits (each, a "Welfare Plan") is funded through a "welfare benefits fund" (as such term is defined in Section 419(e) of the Code). There are no understandings, agreements or undertakings, written or oral, that would prevent any Welfare Plan (including any Welfare Plan covering retirees or other former employees) from being amended or terminated without material liability to the Company or any of its Subsidiaries on or at any time after the Effective Time. No Benefit Plan provides welfare benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries) or as required by Section 4980B(f) of the Code or other applicable Law.

(v) Except as expressly set forth in the Offer Letters or in the Plan of Arrangement, Section 2.01(m)(v) of the Company Letter sets forth, as of the date of this Agreement, a complete and correct list of (A) each Benefit Plan and each Benefit Agreement pursuant to which any Company Personnel would become entitled to any additional compensation, severance or other benefits or any acceleration of the time of payment or vesting of any compensation, severance or other benefits as a result of the Arrangement and the other transactions contemplated by this Agreement (alone or in combination with any other event), or any benefits the value of which would be calculated on the basis of the Arrangement and the other transactions contemplated by this Agreement (alone or in combination with any other event), and (B) the names of all Company Personnel entitled to any such compensation or benefits actually payable as of the Effective Date or upon termination of employment after the Effective Date and the category or type of each such form of compensation or benefit to which such Company Personnel is entitled. Except as expressly set forth in the Offer Letters or in Plan of Arrangement or as required by applicable Law, no Company Personnel will be entitled to any severance, change in control, termination, bonus or other additional compensation or benefits or any acceleration of the time of payment or vesting of any compensation or benefits as a result of the Arrangement and the other transactions contemplated by this Agreement (alone or in combination with any other event) or any compensation or benefits related to or contingent upon, or the value of which will be calculated on the basis of, the Arrangement or any of the other transactions contemplated by this Agreement (alone or in combination with any other event). The execution and delivery of this Agreement, the consummation of the Arrangement and the other transactions contemplated by this Agreement (alone or in combination with any other event) and compliance by the Company with the provisions of this Agreement do not and will not (A) trigger any funding (through a grantor trust or otherwise) of, or increase the cost of, or give rise to any other obligation under, any Benefit Plan, Benefit Agreement or any other employment arrangement, (B) trigger the forgiveness of indebtedness owed by any Company Personnel to the Company or any of its affiliates or (C) result in any violation or breach of, or a default (with or without notice or lapse of time or both) under, or limit the Companys ability to amend, modify or terminate, any Benefit Plan or Benefit Agreement.

(vi) No deduction of any amount payable pursuant to the terms of the Benefit Plans, Benefit Agreements or any other employment arrangements has been disallowed or is subject to disallowance under Section 162(m) of the Code.

(vii) As of the date hereof, neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of, and, to the knowledge of the Company, there are no, pending investigations by any Governmental Entity with respect to, or pending termination proceedings or other material claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or Benefit Agreement or asserting any rights or claims to benefits under, any Benefit Plan or Benefit Agreement.

(viii) With respect to each Benefit Plan, (A) there has not occurred any prohibited transaction in which the Company, any of its Subsidiaries or any of their respective officers, directors or employees or, to the knowledge of the Company, any trustee or other fiduciary or administrator of any Benefit Plan or trust created thereunder, in each case, who is not an officer, director or employee of the Company or any of its Subsidiaries (a "Non-Affiliate Plan Fiduciary"), has engaged that is reasonably likely to subject the Company, any of its Subsidiaries or any of their respective officers, directors or employees to a material tax or penalty on prohibited transactions imposed by Section 4975 of the Code or any material sanctions imposed under Title I of ERISA or any other applicable Law and (B) none of the Company, any of its Subsidiaries or any of their respective officers, directors or employees, or, to the knowledge of the Company, any Non-Affiliate Plan Fiduciary, or any agent of any of the foregoing, has engaged in any transaction or acted in a manner, or failed to act in a manner, that is reasonably likely to subject the Company or any of its Subsidiaries to any material liability for breach of fiduciary duty under ERISA or any other applicable Law.

(ix) The Company and its Subsidiaries do not have any material liability or obligations, including under or on account of a Benefit Plan or Benefit Agreement, arising out of the hiring of persons to provide services to the Company or any of its Subsidiaries and treating such persons as consultants or independent contractors and not as employees of the Company or any of its Subsidiaries.

(x) Each Benefit Plan is, and has been, established, registered, amended, funded, administered and invested in material compliance with the terms of such Benefit Plan (including the terms of any Benefit Agreement or other documents in respect of such Benefit Plan) and all applicable Laws. Neither the Company nor its Subsidiaries has received, in the last six years, any notice from any Governmental Entity questioning or challenging such compliance, and the Company has no knowledge of any such notice beyond the last six years. There is no investigation by a Governmental Entity or other claims (other than routine claims for payment of benefits), suits or proceedings pending or, to the knowledge of the Company threatened involving any Benefit Plan or their assets, and no facts exist which could reasonably be expected to give rise to any such claims (other than routine claims for payment of benefits), suits or proceedings. Except as would not reasonably be expected to be material, all reports, returns and similar documents with respect to all Benefit Plans required to be filed with any Governmental Entity or distributed to any Benefit Plan participant have been duly and timely filed or distributed.

(xi) Neither the Company nor its Subsidiaries has any formal plan and has made any promise or commitment, whether legally binding or not, to create any additional Benefit Plan or to improve or change the benefits provided under any Benefit Plan.

(xii) Except as would not reasonably be expected to be material, all employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all Laws. Neither the Company nor any of its Subsidiaries has incurred any unfunded liabilities in relation to any Benefit Plan that have not been properly accounted for under GAAP.

(xiii) There is no entity other than the Company or Subsidiaries of the Company participating in any Benefit Plan. No Benefit Plan provides benefits to persons who are not Company Personnel or former Company Personnel, and their respective spouses, dependents and beneficiaries.

(xiv) All employee data necessary to administer each Benefit Plan is in the possession of the Company, its Subsidiaries or its agents and is in a form which is sufficient for the proper administration of the Benefit Plan in accordance with its terms and all Laws and such data is complete and correct in all material respects.

(xv) There are no Benefit Plans to which the Company or its Subsidiaries are required to contribute which are not maintained or administered by the Company, its Subsidiaries or their affiliates.

(xvi) None of the Benefit Plans, or any Benefit Agreements, requires or permits a retroactive increase in premiu