{"id":43152,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-wolters-kluwer-u-s-corporation.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-wolters-kluwer-u-s-corporation","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-wolters-kluwer-u-s-corporation.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Wolters Kluwer U.S. Corporation and Loislaw.com Inc."},"content":{"rendered":"<pre>                          AGREEMENT AND PLAN OF MERGER\n\n                                  BY AND AMONG\n\n                        WOLTERS KLUWER U.S. CORPORATION,\n\n                              LL ACQUISITION CORP.,\n\n                                       AND\n\n                                LOISLAW.COM, INC.\n\n\n\n\n\n\n\n\n\n\n\n                                December 19, 2000\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                    ARTICLE I\n\nTHE OFFER AND MERGER.........................................................1\n  1.1 The Offer..............................................................1\n  1.2 Company Actions........................................................3\n  1.3 Directors..............................................................4\n  1.4 The Merger.............................................................5\n  1.5 Effective Time.........................................................6\n  1.6 Closing................................................................6\n  1.7 Certificate of Incorporation of the Surviving Corporation..............6\n  1.8 By-Laws of the Surviving Corporation...................................6\n  1.9 Directors and Officers of the Surviving Corporation....................6\n  1.10  Stockholders' Meeting................................................6\n  1.11  Merger Without Meeting of Stockholders...............................7\n\n\n                                   ARTICLE II\n\nCONVERSION OF SECURITIES.....................................................8\n  2.1 Conversion of Capital Stock............................................8\n  2.2 Dissenting Shares......................................................9\n  2.3 Exchange of Certificates...............................................9\n\n\n                                   ARTICLE III\n\nREPRESENTATIONS AND WARRANTIES OF THE COMPANY...............................11\n  3.1 Corporate Organization and Qualification..............................11\n  3.2 Capitalization........................................................11\n  3.3 Authority Relative to This Agreement..................................11\n  3.4 Consents and Approvals; No Violation..................................12\n  3.5 SEC Reports; Financial Statements.....................................12\n  3.6 Absence of Certain Changes or Events..................................13\n  3.7 Litigation............................................................13\n  3.8 Taxes.................................................................13\n  3.9 Employee Benefit Plans; Labor Matters.................................14\n  3.10  Environmental Laws and Regulations..................................16\n  3.11  Intellectual Property; Technology...................................16\n  3.12  Real Property.......................................................18\n  3.13  Material Contracts..................................................18\n  3.14  Compliance with Applicable Laws.....................................19\n  3.15  Insurance...........................................................19\n\n                                       i\n\n\n  3.16  Approvals; Antitakeover Provisions..................................19\n  3.17  Voting Requirements.................................................20\n  3.18  Brokers and Finders.................................................20\n  3.19  Opinion of Financial Advisor........................................20\n  3.20  Information Supplied................................................20\n\n\n                                   ARTICLE IV\n\nREPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER......................20\n  4.1 Corporate Organization and Qualification..............................21\n  4.2 Authority Relative to This Agreement..................................21\n  4.3 Consents and Approvals; No Violation..................................21\n  4.4 Interim Operations of Purchaser.......................................22\n  4.5 Sufficient Funds......................................................22\n  4.6 Share Ownership.......................................................22\n  4.7 Information Supplied..................................................22\n  4.8 Brokers and Finders...................................................22\n\n\n                                    ARTICLE V\n\nADDITIONAL COVENANTS AND AGREEMENTS.........................................23\n  5.1 Interim Operations of the Company.....................................23\n  5.2 Alternative Proposals.................................................25\n  5.3 Certain Filings.......................................................26\n  5.4 Satisfaction of Conditions; Receipt of Necessary Approvals............26\n  5.5 Access to Information.................................................26\n  5.6 Publicity.............................................................27\n  5.7 Directors' and Officers' Insurance and Indemnification................27\n  5.8 Employees; Continuation of Benefits...................................28\n  5.9 Certain Filings.......................................................28\n  5.10  Further Assurances..................................................29\n\n\n                                   ARTICLE VI\n\nCONDITIONS TO CONSUMMATION OF THE MERGER....................................29\n  6.1 Conditions to Each Party's Obligation to Effect Merger................29\n\n\n                                   ARTICLE VII\n\nTERMINATION.................................................................30\n  7.1 Termination...........................................................30\n\n                                       ii\n\n\n  7.2 Effect of Termination.................................................32\n\n\n                                  ARTICLE VIII\n\nMISCELLANEOUS AND GENERAL...................................................33\n  8.1 Payment of Expenses and Other Payments................................33\n  8.2 Survival of Representations and Warranties; Survival of \n      Confidentiality Agreement.............................................33\n  8.3 Modification or Amendment.............................................33\n  8.4 Waiver of Conditions..................................................33\n  8.5 Counterparts..........................................................33\n  8.6 Governing Law.........................................................34\n  8.7 Notices...............................................................34\n  8.8 Entire Agreement; Assignment..........................................35\n  8.9 Parties in Interest...................................................35\n  8.10  Certain Definitions.................................................35\n  8.11  Validity............................................................36\n  8.12  Interpretation......................................................36\n  8.13  Captions............................................................37\n  8.14  Specific Performance................................................37\n  8.15  Schedules...........................................................37\n  8.16  Obligation of Parent................................................37\n  8.17  Joint and Several Liability.........................................37\n\nANNEX A; CONDITIONS TO THE OFFER                                           A-1\n\n\n                                      iii\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n            AGREEMENT AND PLAN OF MERGER (this \"Agreement\"), dated as of\nDecember 19, 2000, by and among Wolters Kluwer U.S. Corporation, a Delaware\ncorporation (\"Parent\"), LL Acquisition Corp., a Delaware corporation and an\nindirect wholly-owned subsidiary of Parent (\"Purchaser\"), and Loislaw.com, Inc.,\na Delaware corporation (the \"Company\").\n\n                                    RECITALS\n\n            WHEREAS, the respective Boards of Directors of Parent, Purchaser and\nthe Company have, subject to the conditions of this Agreement, determined that\nthe Merger (as defined below) is in the best interests of their respective\nstockholders and approved this Agreement and the transactions contemplated\nhereby;\n\n            WHEREAS, the Board of Directors of the Company has approved the\ntransactions contemplated by the stock option and tender agreement (the \"Stock\nOption and Tender Agreement\") to be executed and delivered by Parent, Purchaser\nand the Stockholders named therein; and\n\n            WHEREAS, Parent, Purchaser and the Company desire to make certain\nrepresentations, warranties, covenants and agreements in connection with the\nMerger.\n\n            NOW, THEREFORE, in consideration of the foregoing and the mutual\nrepresentations, warranties, covenants and agreements set forth herein, and in\nconsideration of the execution and delivery by Parent, Purchaser and the\nStockholders named therein of the Stock Option and Tender Agreement, Parent,\nPurchaser and the Company hereby agree as follows:\n\n\n                                    ARTICLE I\n\n                              THE OFFER AND MERGER\n\n      1.1   THE OFFER.\n\n            (a) As promptly as practicable (but in any event no later than the\ntenth (10th) business day after the initial public announcement of the execution\nof this Agreement by Parent and the Company) Purchaser shall commence (within\nthe meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended\n(the \"Exchange Act\")) an offer (the \"Offer\") to purchase for cash all shares of\nthe issued and outstanding Common Stock, par value $.001 per share (referred to\nherein as either the \"Shares\" or \"Company Common Stock\"), of the Company, at a\npurchase price per Share of $4.3545 net to the seller in cash (such price per\nShare, or such higher price per Share, if any, as may be paid in the Offer,\nbeing referred to herein as the \"Offer Price\"), subject to there being validly\ntendered and not withdrawn prior to the expiration of the \n\n\n\nOffer, that number of Shares which, together with the Shares beneficially owned\nby Parent or Purchaser, represent at least two-thirds of the Shares outstanding\non a fully diluted basis (the \"Minimum Condition\") and to the other conditions\nset forth in Annex A hereto. The obligations of Purchaser to commence the Offer\nand to accept for payment and to pay for any Shares validly tendered on or prior\nto the expiration of the Offer and not withdrawn shall be subject only to the\nMinimum Condition and the other conditions set forth in Annex A hereto. The\nOffer shall be made by means of an offer to purchase (the \"Offer to Purchase\")\ncontaining the terms set forth in this Agreement, the Minimum Condition and the\nother conditions set forth in Annex A hereto. Purchaser expressly reserves the\nright to amend any of the terms and conditions of the Offer; provided that\nwithout the prior written consent of the Company (such consent to be authorized\nby the Board of Directors of the Company or a duly authorized committee thereof)\nPurchaser shall not amend or waive the Minimum Condition, decrease the Offer\nPrice or decrease the number of Shares sought, change the form of consideration\nto be paid pursuant to the Offer, impose conditions to the Offer in addition to\nthose set forth in Annex A hereto, or amend any other term or condition of the\nOffer in any manner adverse to the holders of the Shares or, except as provided\nbelow in this Section 1.1(a), extend the expiration date of the Offer. Subject\nto the terms of the Offer and this Agreement and the satisfaction or waiver of\nthe Offer conditions as of any expiration date, Purchaser will accept for\npayment and pay for all Shares validly tendered and not withdrawn pursuant to\nthe Offer as soon as it is legally permitted to do so by applicable law.\nNotwithstanding the foregoing, Purchaser shall be entitled to extend the Offer,\nwithout the consent of the Company, if at the initial expiration of the Offer,\nwhich will be 20 business days following commencement of the Offer, or any\nextension thereof, any condition to the Offer is not satisfied or waived, and at\nthe Company's request, Purchaser shall extend the Offer from time to time, until\nJune 19, 2001 if at the then scheduled expiration date all of the Offer\nconditions have not been satisfied or waived as permitted by this Agreement. Any\nextension of the Offer pursuant to this Section 1.1(a) shall not, without the\nwritten consent of the Company, exceed the number of days that Purchaser\nreasonably believes will be necessary so that the Offer conditions will be\nsatisfied. In addition, Purchaser may, without the consent of the Company,\nextend any then scheduled expiration date of the Offer for any period required\nby applicable rules, regulations, interpretations or positions of the SEC or the\nstaff thereof applicable to the Offer or for any period required by applicable\nlaw. If the Minimum Condition has been satisfied and all other conditions to the\nOffer have been satisfied or waived but fewer than 90% of the Shares have been\nvalidly tendered and not withdrawn as of any expiration date, Purchaser shall\naccept and purchase all of the Shares tendered in the initial offer period and\nmay provide for a subsequent offering period (as contemplated by Rule 14d-11\nunder the Exchange Act) as long as providing for the subsequent offering period\ndoes not require the extension of the initial offer period under applicable\nrules and regulations of the United States Securities and Exchange Commission\n(the \"SEC\"), which subsequent offering period shall not exceed 20 business days.\nIn addition, the Offer Price may be increased and the Offer may be extended to\nthe extent required by law in connection with such increase in each case without\nthe consent of the Company.\n\n            (b) As soon as practicable on the date the Offer is commenced,\nParent and Purchaser shall file with the SEC a Tender Offer Statement on\nSchedule TO with respect to the Offer (together with all amendments and\nsupplements thereto and including the exhibits thereto, \n\n\n                                       2\n\n\nthe \"Schedule TO\"). The Schedule TO will include, as exhibits, the Offer to\nPurchase and a form of letter of transmittal and summary advertisement\n(collectively, together with any amendments and supplements thereto, the \"Offer\nDocuments\"). Parent and Purchaser represent that the Offer Documents will comply\nin all material respects with the provisions of applicable federal securities\nlaws and, on the date filed with the SEC and on the date first published, sent\nor given to the Company's stockholders, shall not contain any untrue statement\nof a material fact or omit to state any material fact required to be stated\ntherein or necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading, except that no\nrepresentation is made by Parent or Purchaser with respect to information\nsupplied by the Company in writing for inclusion in the Offer Documents. Each of\nParent and Purchaser further agrees to take all steps necessary to cause the\nOffer Documents to be filed with the SEC and to be disseminated to holders of\nShares, in each case as and to the extent required by applicable federal\nsecurities laws. Each of Parent and Purchaser, on the one hand, and the Company,\non the other hand, agrees promptly to correct any information provided by it for\nuse in the Offer Documents if and to the extent that it shall have become false\nor misleading in any material respect and each of Parent and Purchaser further\nagrees to take all steps necessary to cause the Offer Documents as so corrected\nto be filed with the SEC and to be disseminated to holders of Shares, in each\ncase as and to the extent required by applicable federal securities laws. The\nCompany and its counsel shall be given a reasonable opportunity to review and\ncomment upon the Schedule TO and the Offer Documents before they are filed with\nthe SEC. In addition, Parent and Purchaser agree to provide the Company and its\ncounsel in writing with any comments or other communications that Parent,\nPurchaser or their counsel may receive from time to time from the SEC or its\nstaff with respect to the Offer Documents promptly after the receipt of such\ncomments or other communications.\n\n      1.2   COMPANY ACTIONS.\n\n            (a) The Company hereby approves of and consents to the Offer and\nrepresents that the Board of Directors of the Company, at a meeting duly called\nand held, has (i) unanimously approved this Agreement and the transactions\ncontemplated hereby, including the Offer and the Merger (collectively, the\n\"Transactions\"), (ii) unanimously determined that as of the date hereof the\nTransactions are fair to and in the best interests of the Company's stockholders\nand (iii) unanimously resolved to recommend that the stockholders of the Company\naccept the Offer, tender their Shares thereunder to Purchaser and approve and\nadopt this Agreement and the Merger; PROVIDED, HOWEVER, that such recommendation\nmay be withdrawn, modified or amended if, in the opinion of the Board of\nDirectors of the Company, after consultation with its legal counsel, such\nrecommendation would be inconsistent with its fiduciary duties to the Company's\nstockholders under applicable law. The Company consents to the inclusion of such\nrecommendation and approval in the Offer Documents. The Company has been advised\nthat all of its directors and executive officers intend either to tender their\nShares pursuant to the Offer or to vote their Shares in favor of the Merger.\n\n            (b) As promptly as practicable following the commencement of the\nOffer, the Company shall file with the SEC a Solicitation\/Recommendation\nStatement on Schedule 14D-9 (together with all amendments and supplements\nthereto and including the exhibits thereto, the \n\n\n                                       3\n\n\n\"Schedule 14D-9\") which shall, subject to the fiduciary duties of the Company's\ndirectors under applicable law and to the provisions of this Agreement, contain\nthe recommendations referred to in Section 1.2(a) hereof. The Company represents\nthat the Schedule 14D-9 will comply in all material respects with the provisions\nof applicable federal securities laws and, on the date filed with the SEC and on\nthe date first published, sent or given to the Company's stockholders, shall not\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they were made, not\nmisleading, except that no representation is made by the Company with respect to\ninformation supplied by Parent or Purchaser for inclusion in the Schedule 14D-9.\nParent and Purchaser represent that the information supplied by Parent or\nPurchaser for inclusion in the Schedule 14D-9 shall not, on the date filed with\nthe SEC and on the date first published, sent or given to the Company's\nstockholders, contain any untrue statement of a material fact or omit to state\nany material fact required to be stated therein or necessary in order to make\nthe statements therein, in light of the circumstances under which they were\nmade, not misleading. The Company further agrees to take all steps necessary to\ncause the Schedule 14D-9 to be filed with the SEC and to be disseminated to\nholders of Shares, in each case as and to the extent required by applicable\nfederal securities laws. Each of the Company, on the one hand, and Parent and\nPurchaser, on the other hand, agrees promptly to correct any information\nprovided by it for use in the Schedule 14D-9 if and to the extent that it shall\nhave become false and misleading in any material respect and the Company further\nagrees to take all steps necessary to cause the Schedule 14D-9 as so corrected\nto be filed with the SEC and to be disseminated to holders of the Shares, in\neach case as and to the extent required by applicable federal securities laws.\nParent and its counsel shall be given a reasonable opportunity to review the\ninitial Schedule 14D-9 before it is filed with the SEC. In addition, the Company\nagrees to provide Parent, Purchaser and their counsel in writing with any\ncomments, or other communications that the Company or its counsel may receive\nfrom time to time from the SEC or its staff with respect to the Schedule 14D-9\npromptly after the receipt of such comments or other communications.\n\n            (c) In connection with the Offer, the Company will promptly furnish\nor cause to be furnished to Parent and Purchaser mailing labels, security\nposition listings and any available listing or computer file(s) containing the\nnames and addresses of the record holders of the Shares as of a recent date, and\nshall furnish Parent with such information and assistance as Parent or its\nagents may reasonably request in communicating the Offer to the stockholders of\nthe Company. Except for such steps as are necessary to disseminate the Offer\nDocuments, Parent and Purchaser shall hold in confidence the information\ncontained in any of such labels and lists and the additional information\nreferred to in the preceding sentence, will use such information only in\nconnection with the Offer, and, if this Agreement is terminated, will upon\nrequest of the Company deliver or cause to be delivered to the Company all\ncopies of such information then in its possession or the possession of its\nagents or representatives.\n\n      1.3   DIRECTORS.\n\n            (a) Promptly upon the purchase of and payment by Purchaser for\nShares pursuant to the Offer, Parent shall be entitled to designate such number\nof directors, rounded up \n\n\n                                       4\n\n\nto the next whole number, on the Board of Directors of the Company as is equal\nto the product of the total number of directors on such Board (giving effect to\nthe directors designated by Parent pursuant to this sentence) multiplied by the\npercentage that the aggregate number of Shares beneficially owned by Purchaser,\nParent and any of their affiliates (as defined in Rule 12b-2 under the Exchange\nAct) bears to the total number of shares of Company Common Stock then\noutstanding. The Company shall take all action necessary to cause Parent's\ndesignees to be elected or appointed to the Company's Board of Directors and to\nsecure the resignations of such number of its incumbent directors as is\nnecessary to enable Parent's designees to be so elected to the Company's Board,\nand shall cause Parent's designees to be so elected. The Company will take all\naction necessary to cause individuals designated by Parent to constitute the\nsame percentage as such individuals represent on the Company's Board of\nDirectors on each committee of the Board, to the extent permitted by the\nNational Association of Securities Dealers (the \"NASD\") rules. Notwithstanding\nthe foregoing, until the Effective Time (as defined in Section 1.5 hereof), the\nCompany shall retain as members of its Board of Directors at least two (2)\ndirectors that are directors of the Company on the date hereof (the \"Company\nDesignees\"), and Parent and Purchaser shall not vote their shares of Company\nCommon Stock, or take any action, in each case inconsistent with this provision;\nPROVIDED, that subsequent to the purchase of and payment for Shares pursuant to\nthe Offer, Parent shall always have its designees represent at least a majority\nof the entire Board of Directors.\n\n            (b) The Company's obligations under Section 1.3(a) shall be subject\nto Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The\nCompany shall promptly take all actions required pursuant to such Section 14(f)\nand Rule 14f-l in order to fulfill its obligations under Section 1.3(a),\nincluding mailing to stockholders the information required by such Section 14(f)\nand Rule 14f-l as is necessary to enable Parent's designees to be elected to the\nCompany's Board of Directors. Parent or Purchaser will supply the Company and be\nsolely responsible for any information with respect to either of them and their\nnominees, officers, directors and affiliates required by such Section 14(f) and\nRule 14f-l.\n\n            (c) From and after the time, if any, that Parent's designees\nconstitute a majority of the Company's Board of Directors and prior to the\nEffective Time, any amendment of this Agreement, any termination of this\nAgreement by the Company, any extension of time for performance of any of the\nobligations of Parent or Purchaser hereunder, any waiver of any condition or any\nof the Company's rights hereunder, any other action by the Company hereunder\nthat would adversely affect the rights of the stockholders of the Company or the\nholders of Options (as defined in Section 2.1(d)) with respect to the\ntransactions contemplated hereby may be effected only by the action of a\nmajority of the directors of the Company then in office who were directors of\nthe Company on the date hereof, which action shall be deemed to constitute the\naction of the full Board of Directors; PROVIDED, that if there shall be no such\ndirectors, Parent shall cause to be elected to the Board of Directors of the\nCompany two persons who shall not be stockholders, affiliates or associates of\nParent or Purchaser and none of the foregoing may be effected without their\nconsent.\n\n      1.4 THE MERGER. Subject to the terms and conditions of this Agreement, at\nthe Effective Time, the Company and Purchaser shall consummate a merger (the\n\"Merger\") pursuant \n\n\n                                       5\n\n\nto which (a) Purchaser shall be merged with and into the Company and the\nseparate corporate existence of Purchaser shall thereupon cease, (b) the Company\nshall be the successor or surviving corporation in the Merger and shall continue\nto be governed by the laws of the State of Delaware and (c) the separate\ncorporate existence of the Company with all its rights, privileges, immunities,\npowers and franchises shall continue unaffected by the Merger. The corporation\nsurviving the Merger is sometimes hereinafter referred to as the \"Surviving\nCorporation.\" The Merger shall have the effects set forth in the General\nCorporation Law of the State of Delaware (the \"DGCL\").\n\n      1.5 EFFECTIVE TIME. Parent, Purchaser and the Company will cause a\nCertificate of Merger, or if applicable, a Certificate of Ownership and Merger\n(each, the \"Certificate of Merger\"), to be executed and filed on the date of the\nClosing (as defined in Section 1.6) (or on such other date as Parent and the\nCompany may agree) with the Secretary of State of the State of Delaware as\nprovided in the DGCL. The Merger shall become effective at the time at which the\nCertificate of Merger has been duly filed with the Secretary of State of the\nState of Delaware or at such time as is agreed upon by the parties and specified\nin the Certificate of Merger, and such time is hereinafter referred to as the\n\"Effective Time.\"\n\n      1.6 CLOSING. The closing of the Merger (the \"Closing\") shall take place\n(a) at the offices of Parent, 161North Clark Street, 48th Floor, Chicago,\nIllinois 60601 as soon as practicable following the satisfaction or waiver of\nall of the conditions set forth in Article VI hereof or (b) at such other place,\ntime and date as Parent and the Company may agree.\n\n      1.7 CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION. The\nCertificate of Incorporation of the Company, as in effect immediately prior to\nthe Effective Time, shall be the Certificate of Incorporation of the Surviving\nCorporation until thereafter amended as provided by law and such Certificate of\nIncorporation.\n\n      1.8 BY-LAWS OF THE SURVIVING CORPORATION. The By-Laws of Purchaser, as in\neffect immediately prior to the Effective Time, shall be the By-Laws of the\nSurviving Corporation until thereafter amended as provided by law, the\nCertificate of Incorporation of the Surviving Corporation and such By-Laws.\n\n      1.9 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The directors and\nofficers of Purchaser at the Effective Time shall, from and after the Effective\nTime, be the initial directors and officers, respectively, of the Surviving\nCorporation until their successors have been duly elected or appointed and\nqualified or until their earlier death, resignation or removal in accordance\nwith the Surviving Corporation's Certificate of Incorporation and By-Laws.\n\n      1.10  STOCKHOLDERS' MEETING.\n\n            (a) If required by applicable law in order to consummate the Merger,\nthe Company, acting through its Board of Directors, shall, in accordance with\napplicable law;\n\n\n                                       6\n\n\n                  (i) duly call, give notice of, convene and hold a special\n      meeting of its stockholders (the \"Special Meeting\") as soon as practicable\n      following the acceptance for payment and purchase of Shares by Purchaser\n      pursuant to the Offer for the purpose of considering and taking action\n      upon this Agreement;\n\n                  (ii) prepare and file with the SEC a preliminary proxy or\n      information statement relating to the Merger and this Agreement and shall\n      obtain and furnish the information required by the SEC to be included in\n      the Proxy Statement (as hereinafter defined) and, after consultation with\n      Parent, to respond promptly to any comments made by the SEC with respect\n      to the preliminary proxy or information statement and cause a definitive\n      proxy or information statement (the \"Proxy Statement\") to be mailed to its\n      stockholders; and\n\n                  (iii) subject to the fiduciary obligations of the Board under\n      applicable law as determined by the Board of Directors of the Company\n      after consultation with its legal counsel, include in the Proxy Statement\n      the recommendation of such Board that the stockholders of the Company vote\n      in favor of the approval of the Merger and the adoption of this Agreement.\n\n            (b) Parent agrees that it will provide the Company with the\ninformation concerning Parent and Purchaser required to be included in the Proxy\nStatement and will vote, or cause to be voted, all of the Shares then owned by\nit, Purchaser or any of its other Subsidiaries and affiliates in favor of the\napproval of the Merger and the adoption of this Agreement.\n\n            (c) The Company represents that the Proxy Statement (or any\namendment thereof or supplement thereto) at the date mailed to Company\nstockholders and at the time of the Special Meeting will not contain any untrue\nstatement of material fact or omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they are made, not misleading, except that no\nrepresentation is made by the Company with respect to statements made therein\nbased on information supplied by Parent or Purchaser in writing for inclusion in\nthe Proxy Statement. If at any time prior to the Effective Time any event with\nrespect to the Company should occur which is required to be described in a\nsupplement to the Proxy Statement, such event shall be so described, and such\nsupplement shall be promptly filed with the SEC and, as required by law,\ndisseminated to the stockholders of the Company. With respect to the information\nrelating to the Company, the Proxy Statement will comply as to form and\nsubstance in all material respects with the requirements of the Exchange Act.\n\n      1.11  MERGER WITHOUT MEETING OF STOCKHOLDERS. Notwithstanding Section 1.10\nhereof, in the event that Parent, Purchaser or any other Subsidiary of Parent\nshall acquire at least 90% of the Shares, pursuant to the Offer or otherwise,\nthe parties hereto agree to take all necessary and appropriate action to cause\nthe Merger to become effective as soon as practicable after such acquisition,\nwithout a meeting of stockholders of the Company, in accordance with Section 253\nof the DGCL.\n\n\n                                       7\n\n\n                                   ARTICLE II\n\n                            CONVERSION OF SECURITIES\n\n      2.1 CONVERSION OF CAPITAL STOCK. As of the Effective Time, by virtue of\nthe Merger and without any action on the part of the holders of any shares of\nCompany Common Stock or common stock, par value $.01 per share, of Purchaser\n(\"Purchaser Common Stock\"):\n\n            (a) PURCHASER COMMON STOCK. Each issued and outstanding share of\nPurchaser Common Stock shall be converted into and become one fully paid and\nnonassessable share of common stock of the Surviving Corporation with the same\nrights, powers and privileges as the shares so converted and shall constitute\nthe only outstanding shares of capital stock of the Surviving Corporation.\n\n            (b) CANCELLATION OF TREASURY STOCK AND PARENT-OWNED STOCK. All\nshares of Company Common Stock that are owned by the Company as treasury stock\nand any shares of Company Common Stock owned by Parent, Purchaser or any other\nwholly owned Subsidiary of Parent shall be cancelled and retired and shall cease\nto exist and no consideration shall be delivered in exchange therefor.\n\n            (c) EXCHANGE OF SHARES. Each share of Company Common Stock issued\nand outstanding (other than Shares to be cancelled in accordance with Section\n2.1(b) hereof and other than Dissenting Shares (as defined in Section 2.2\nbelow)), shall be converted into the right to receive the Offer Price, payable\nto the holder thereof, without interest (the \"Merger Consideration\"), upon\nsurrender of the certificate formerly representing such share of Company Common\nStock in the manner provided in Section 2.3. All such shares of Company Common\nStock, when so converted, shall no longer be outstanding and shall automatically\nbe cancelled and retired and shall cease to exist, and each holder of a\ncertificate representing any such shares shall cease to have any rights with\nrespect thereto, except the right to receive the Merger Consideration therefor\nupon the surrender of such certificate in accordance with Section 2.3.\n\n            (d)   STOCK OPTIONS. As of the Effective Time, each outstanding\nstock option (an \"Option\" and, collectively, the \"Options\") granted under the\nLoislaw.com, Inc. 1996 Stock Plan, the 1999 Nonqualified Stock Option Plan for\nNonemployee Directors and the Loislaw.com, Inc. 2000 Stock Option Plan\n(collectively, the \"Option Plans\"), whether or not then vested or exercisable,\nshall be converted into the right to receive from the Company an amount of cash\nequal to the product of (i) the number of shares of Company Common Stock subject\nto the Option and (ii) the excess, if any, of the Merger Consideration over the\nexercise price per share of Company Common Stock of such option (the \"Option\nConsideration\"). Prior to the Effective Time, the Company shall take all steps\nnecessary to give written notice to each holder of an Option that (i) all\nOptions shall be canceled effective as of the Effective Time and (ii) upon the\nexecution and delivery to the Company by such holder of an instrument\nacknowledging cancellation of all Options held by such holder effective as of\nthe Effective Time (\"Cancellation Instrument\"), the Company shall pay such\nholder, promptly following the Effective Time, the \n\n\n                                       8\n\n\nOption Consideration for all Options held by such holder. The Board or any\ncommittee thereof responsible for the administration of the Option Plans shall\ntake any and all action necessary to effectuate the matters described in this\nSection 2.1(d) on or before the Effective Time. Section 3.2 sets forth the\nnumber of shares of Company Common Stock reserved for issuance upon exercise of\noutstanding Options. Any amounts payable pursuant to this Section 2.1(d) shall\nbe subject to any required withholding of taxes and shall be paid without\ninterest. Parent agrees to provide the Company with sufficient funds to permit\nthe Company to satisfy its obligations under this Section 2.1.\n\n      2.2   DISSENTING SHARES. Notwithstanding anything in this Agreement to the\ncontrary, Shares outstanding immediately prior to the Effective Time and held by\na holder who has not voted in favor of the Merger or consented thereto in\nwriting and who has demanded appraisal for such Shares in accordance with\nSection 262 of the DGCL, if such Section 262 provides for appraisal rights for\nsuch Shares in the Merger (\"Dissenting Shares\"), shall not be converted into the\nright to receive the Merger Consideration as provided in Section 2.1(c), unless\nand until such holder fails to perfect or withdraws or otherwise loses his right\nto appraisal and payment under the DGCL. If, after the Effective Time, any such\nholder fails to perfect or withdraws or loses his right to appraisal, such\nDissenting Shares shall thereupon be treated as if they had been converted as of\nthe Effective Time into the right to receive the Merger Consideration, if any,\nto which such holder is entitled, without interest or dividends thereon. The\nCompany shall give Parent prompt notice of any demands received by the Company\nfor appraisal of Shares and, prior to the Effective Time, Parent shall have the\nright to participate in all negotiations and proceedings with respect to such\ndemands. Prior to the Effective Time, the Company shall not, except with the\nprior written consent of Parent, make any payment with respect to, or settle or\noffer to settle, any such demands.\n\n      2.3   EXCHANGE OF CERTIFICATES.\n\n            (a) PAYING AGENT. Prior to the Effective Time, Parent shall\ndesignate a bank or trust company reasonably acceptable to the Company to act as\nagent for the holders of shares of Company Common Stock in connection with the\nMerger (the \"Paying Agent\") to receive the funds to which holders of shares of\nCompany Common Stock shall become entitled pursuant to Section 2.1(c) hereof.\nParent shall take all steps necessary to deposit or cause to be deposited with\nthe Paying Agent such funds as needed for timely payment hereunder. Such funds\nshall be invested by the Paying Agent as directed by Parent or the Surviving\nCorporation. Parent shall pay all charges and expenses of the Paying Agent.\n\n            (b) EXCHANGE PROCEDURES. As soon as reasonably practicable after the\nEffective Time but in no event more than three (3) business days thereafter, the\nPaying Agent shall mail to each holder of record of a certificate or\ncertificates, which immediately prior to the Effective Time represented\noutstanding shares of Company Common Stock (the \"Certificates\"), whose shares\nwere converted pursuant to Section 2.1 hereof into the right to receive the\nMerger Consideration (i) a letter of transmittal (which shall specify that\ndelivery shall be effected, and risk of loss and title to the Certificates shall\npass, only upon delivery of the Certificates to the Paying Agent and shall be in\nsuch form and have such other provisions as Parent and the \n\n\n                                       9\n\n\nCompany may reasonably specify) and (ii) instructions for use in effecting the\nsurrender of the Certificates in exchange for payment of the Merger\nConsideration. Upon surrender of a Certificate for cancellation to the Paying\nAgent or to such other agent or agents as may be appointed by Parent, together\nwith such letter of transmittal, duly executed, the holder of such Certificate\nshall be entitled to receive in exchange therefor and the Paying Agent shall\npromptly pay such person the Merger Consideration for each share of Company\nCommon Stock formerly represented by such Certificate and the Certificate so\nsurrendered shall forthwith be cancelled. If payment of the Merger Consideration\nis to be made to a person other than the person in whose name the surrendered\nCertificate is registered, it shall be a condition of payment that the\nCertificate so surrendered shall be properly endorsed or shall be otherwise in\nproper form for transfer and that the person requesting such payment shall have\npaid any transfer and other taxes required by reason of the payment of the\nMerger Consideration to a person other than the registered holder of the\nCertificate surrendered or shall have established to the satisfaction of the\nSurviving Corporation that such tax either has been paid or is not applicable.\nUntil surrendered as contemplated by this Section 2.3, each Certificate shall be\ndeemed at any time after the Effective Time to represent only the right to\nreceive the Merger Consideration in cash as contemplated by this Section 2.3.\n\n            (c) TRANSFER BOOKS; NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON\nSTOCK. At the Effective Time, the stock transfer books of the Company shall be\nclosed and thereafter there shall be no further registration of transfers of\nshares of Company Common Stock on the records of the Company. From and after the\nEffective Time, the holders of Certificates evidencing ownership of shares of\nCompany Common Stock outstanding immediately prior to the Effective Time shall\ncease to have any rights with respect to such Shares, except as otherwise\nprovided for herein or by applicable law. If, after the Effective Time,\nCertificates are presented to the Surviving Corporation for any reason, they\nshall be cancelled and exchanged as provided in this Article II.\n\n            (d) TERMINATION OF FUND LIABILITY. At any time following one (1)\nyear after the Effective Time, the Surviving Corporation shall be entitled to\nrequire the Paying Agent to deliver to it any funds (including any interest\nreceived with respect thereto) which had been made available to the Paying Agent\nand which have not been disbursed to holders of Certificates, and thereafter\nsuch holders shall be entitled to look to the Surviving Corporation (subject to\nabandoned property, escheat or other similar laws) only as general creditors\nthereof with respect to the Merger Consideration payable upon due surrender of\ntheir Certificates, without any interest thereon. Notwithstanding the foregoing,\nneither the Surviving Corporation nor the Paying Agent shall be liable to any\nholder of a Certificate for Merger Consideration delivered to a public official\npursuant to any applicable abandoned property, escheat or similar law.\n\n            (e) LOST OR STOLEN CERTIFICATES. If any Certificate shall have\nbeen lost, stolen, mislaid or destroyed then upon receipt of (i) an affidavit of\nthat fact from the holder claiming such Certificate to be lost, mislaid, stolen\nor destroyed, (ii) such bond, security or indemnity, as Parent or the Paying\nAgent may reasonably require, and (iii) any other documentation to evidence and\neffect the bona fide exchange thereof, the Merger Consideration with respect to\nthe shares of Company Common Stock represented by such Certificate may be paid.\nEach such lost, stolen, \n\n\n                                       10\n\n\nmislaid or destroyed Certificate with respect to which any Merger Consideration\nshall be paid in accordance with the provisions of this Section 2.3(e) shall\nforthwith be deemed surrendered and cancelled.\n\n\n                                   ARTICLE III\n\n                         REPRESENTATIONS AND WARRANTIES\n                                 OF THE COMPANY\n\n      The Company represents and warrants to Parent and Purchaser that:\n\n      3.1   CORPORATE ORGANIZATION AND QUALIFICATION. The Company is a\ncorporation duly organized, validly existing and in good standing under the laws\nof its jurisdiction of incorporation and is qualified and in good standing as a\nforeign corporation in each jurisdiction where the properties owned, leased or\noperated, or the business conducted, by it require such qualification, except\nwhere the failure to so qualify or be in good standing would not have a Company\nMaterial Adverse Effect (as defined in Section 8.10). The Company has all\nrequisite corporate power and authority to own, lease and operate its properties\nand to carry on its business as it is now being conducted, except where the\nfailure to have such power and authority would not have a Company Material\nAdverse Effect. The Company has heretofore made available to Parent complete and\ncorrect copies of its Certificate of Incorporation and By-Laws, each as in\neffect as of the date hereof. The Company has no Subsidiaries.\n\n      3.2   CAPITALIZATION. The authorized capital stock of the Company consists\nof 60,000,000 shares, of which 50,000,000 are shares of Company Common Stock and\n10,000,000 are shares of preferred stock, par value $.001 per share (the\n\"Preferred Stock\"). As of the date hereof, 21,409,293 Shares are issued and\noutstanding (which includes 164,444 Shares held in treasury) and no shares of\nPreferred Stock are issued and outstanding. 1,294,674 Shares are reserved for\nissuance pursuant to outstanding warrants to purchase shares of Company Common\nStock (\"Warrants\") and Options and 19,566 Shares are reserved for issuance as\npart of the Company's Employee Stock Purchase Plan. All of the outstanding\nShares have been duly authorized and validly issued and are fully paid and\nnonassessable. Except as set forth on SCHEDULE 3.2, there are not as of the date\nhereof any outstanding or authorized options, warrants, calls, rights (including\npreemptive rights), commitments or any other agreements of any character which\nthe Company is a party to, or may be bound by, requiring it to issue, transfer,\nsell, purchase, redeem or acquire any shares of capital stock or any securities\nor rights convertible into, exchangeable for, or evidencing the right to\nsubscribe for, any shares of capital stock of the Company. SCHEDULE 3.2 also\nsets forth the exercise price with respect to all outstanding Options and\nWarrants. Except as set forth on SCHEDULE 3.2, the Company does not own,\ndirectly or indirectly, any capital stock or other ownership interest in any\ncorporation, partnership, joint venture or other entity.\n\n      3.3   AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has the requisite\ncorporate power and authority to execute and deliver this Agreement and, subject\nto approval of this \n\n\n                                       11\n\n\nAgreement by the holders of two-thirds of the outstanding Shares in accordance\nwith the Certificate of Incorporation of the Company and the DGCL, to consummate\nthe transactions contemplated hereby. This Agreement and the consummation by the\nCompany of the transactions contemplated hereby have been duly and validly\nauthorized by the Board of Directors of the Company and no other corporate\nproceedings on the part of the Company are necessary to authorize this Agreement\nor to consummate the transactions contemplated hereby (other than, with respect\nto the Merger, the approval of this Agreement by the holders of two-thirds of\nthe outstanding Shares in accordance with the Certificate of Incorporation of\nthe Company and the DGCL). This Agreement has been duly and validly executed and\ndelivered by the Company and, assuming this Agreement constitutes the valid and\nbinding agreement of Parent and Purchaser, constitutes the valid and binding\nagreement of the Company, enforceable against the Company in accordance with its\nterms, except that the enforcement hereof may be limited by (i) bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws now or hereafter in\neffect relating to creditors' rights generally and (ii) general principles of\nequity (regardless of whether enforceability is considered in a proceeding in\nequity or at law).\n\n      3.4   CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution and\ndelivery of this Agreement by the Company nor the consummation by the Company of\nthe transactions contemplated hereby will (a) conflict with or result in any\nbreach of any provision of the Certificate of Incorporation or By-Laws of the\nCompany, (b) except as set forth on SCHEDULE 3.4(b), require any consent,\napproval, authorization or permit of, or filing with or notification to, any\ngovernmental or regulatory authority, except (i) in connection with the\napplicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of\n1976, as amended (the \"HSR Act\"), (ii) pursuant to the applicable requirements\nof the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to\nthe DGCL and appropriate documents with the relevant authorities of other states\nin which the Company is authorized to do business, all of which states are set\nforth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state\ncorporation, securities or \"blue sky\" laws or state takeover laws or (v) where\nthe failure to obtain such consents, approvals, authorizations or permits, or to\nmake such filings or notifications, would not have a Company Material Adverse\nEffect, (c) except as set forth on SCHEDULE 3.4(c), result in a violation or\nbreach of, or constitute (with or without due notice or lapse or time or both) a\ndefault (or give rise to any right of termination, cancellation or acceleration\nor lien or other charge or encumbrance) under any of the terms, conditions or\nprovisions of any note, license, agreement or other instrument or obligation to\nwhich the Company is a party or by which it or its assets may be bound, except\nfor such violations, breaches and defaults (or rights of termination,\ncancellation or acceleration or liens or other charges or encumbrances) as to\nwhich requisite waivers or consents have been obtained or which would not have a\nCompany Material Adverse Effect, or (d) assuming the consents, approvals,\nauthorizations or permits and filings or notifications referred to in this\nSection 3.4 are duly and timely obtained or made and the approval of this\nAgreement by the Company's stockholders has been obtained, violate any order,\nwrit, injunction, decree, statute, rule or regulation in effect as of the date\nof this Agreement and applicable to the Company or any of its assets, except for\nviolations which would not have a Company Material Adverse Effect.\n\n      3.5   SEC REPORTS; FINANCIAL STATEMENTS.\n\n\n                                       12\n\n\n            (a) The Company has filed all reports required to be filed by it\nwith the SEC pursuant to the federal securities laws and the SEC rules and\nregulations thereunder, all of which as of their respective dates complied in\nall material respects with applicable requirements of the Exchange Act\n(collectively, the \"Company SEC Reports\"). None of the Company SEC Reports,\nincluding, without limitation, any financial statements or schedules included\ntherein, as of their respective dates contained any untrue statement of a\nmaterial fact or omitted to state a material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading.\n\n            (b) The balance sheets and the related statements of operations,\nstockholders' equity and cash flows (including the related notes thereto) of the\nCompany included in the Company SEC Reports comply in all material respects with\napplicable accounting requirements and the published rules and regulations of\nthe SEC with respect thereto, have been prepared in conformity with generally\naccepted accounting principles (\"GAAP\") applied on a basis consistent with prior\nperiods (except as otherwise noted therein), and present fairly the financial\nposition of the Company as of their respective dates, and the consolidated\nresults of its operations and its cash flows for the periods presented therein\n(subject, in the case of the unaudited interim financial statements, to normal\nyear-end adjustments).\n\n            (c) Except as set forth in the Company SEC Reports, and except for\nliabilities and obligations incurred in the ordinary course of business\nconsistent with past practice, the Company does not have any liabilities or\nobligations of any nature (whether accrued, absolute, contingent or otherwise)\nrequired by GAAP to be set forth on a balance sheet of the Company or in the\nnotes thereto which, individually or in the aggregate, could reasonably be\nexpected to have a Company Material Adverse Effect.\n\n      3.6   ABSENCE OF CERTAIN CHANGES OR EVENTS. As of the date of this\nAgreement, except as set forth on SCHEDULE 3.6 or as a consequence of, or as\ncontemplated by, this Agreement, since December 31, 1999, (a) the business of\nthe Company has been carried on only in the ordinary and usual course, and other\nthan in the ordinary course of business, there has not occurred any change\n(other than a change affecting the Company's industry generally) which has\nresulted or is reasonably likely to result in a Company Material Adverse Effect\nand (b) the Company has not taken or omitted to take any action, nor has any\nevent occurred, which (if taken, omitted or occurring after the date hereof)\nwould constitute a breach of Section 5.1 of this Agreement.\n\n      3.7   LITIGATION. As of the date of this Agreement, except as set forth on\nSCHEDULE 3.7 or in the Company SEC Reports, there is no action, claim, suit,\nproceeding or governmental investigation pending or, to the knowledge of the\nCompany, threatened against the Company by or before any court, governmental or\nregulatory authority or by any third party that is reasonably likely to result\nin a Company Material Adverse Effect.\n\n      3.8   TAXES.\n\n            (a) The Company has filed (or has obtained extensions to file) all\nTax Returns (as defined below) required to be filed by the Company for taxable\nperiods ending on or prior to \n\n\n                                       13\n\n\nthe date of this Agreement, other than those Tax Returns the failure of which to\nfile would not have a Company Material Adverse Effect. Such Tax Returns are\ntrue, correct and complete in all material respects.\n\n            (b) All Taxes (as defined below) shown on such Tax Returns have been\npaid in full or adequate provision has been made to reflect such items on the\nCompany's balance sheet (in accordance with GAAP).\n\n            (c) There are no material liens for Taxes upon the assets of the\nCompany except for statutory liens for current Taxes not yet due.\n\n            (d) Except as described on SCHEDULE 3.8(d), as of the date of this\nAgreement there are no ongoing Audits (as defined below) of the Company and the\nCompany has not been notified, formally or informally, by any Tax Authority (as\ndefined below), nor is the Company otherwise aware, that any such Audit is\ncontemplated, threatened or pending. Except as described on SCHEDULE 3.8(d), no\ninformation regarding any Tax matter has been requested by any Tax Authority and\nno issue has been raised or is currently pending by any Tax Authority in\nconnection with any of the Tax Returns of the Company.\n\n            (e) There are no claims, investigations, actions or proceedings\npending or, to the knowledge of the Company, threatened, against the Company by\nany Tax Authority for any past due Taxes with respect to which the Company would\nbe liable. There has been no waiver of any applicable statute of limitations nor\nany consent for the extension of the time for the assessment of any Tax against\nthe Company.\n\n            (f) For the purpose of this Agreement, (i) \"Audit\" shall mean any\naudit, assessment of Taxes, any other examination or claim by any Tax Authority,\njudicial, administrative or other proceeding or litigation (including any appeal\nof any such judicial, administrative or other proceeding or litigation) relating\nto Taxes and\/or Tax Returns, (ii) \"Taxes\" shall mean all taxes, charges, fees,\nlevies, penalties or other assessments imposed by any United States federal,\nstate, local, or foreign taxing authority, including, but not limited to income,\nexcise, property, sales, transfer, franchise, payroll, withholding, social\nsecurity or other taxes, including any interest, penalties or additions\nattributable thereto, (iii) \"Tax Authority\" shall mean the Internal Revenue\nService and any other domestic or foreign authority responsible for the\nadministration of any Taxes, and (iv) \"Tax Return\" shall mean any return,\ndeclaration, report, information return or other document (including any related\nor supporting information) with respect to Taxes.\n\n      3.9   EMPLOYEE BENEFIT PLANS; LABOR MATTERS.\n\n            (a) Schedule 3.9 sets forth a true and complete list of all\ncollective bargaining agreements, employment, consulting, severance, deferred\ncompensation and non-competition agreements, executive compensation plans, stock\npurchase, stock award and stock option plans and agreements, restricted stock\nawards, bonus and incentive plans, directors fee arrangements, both tax\nqualified and non-qualified and statutory and non-statutory employee pension\nplans, \n\n\n                                       14\n\n\nemployee profit sharing plans, 401(k) savings plans, multiemployer plans,\nemployee welfare plans, group life insurance, hospitalization insurance and\nother similar plans or arrangements (either written or oral but only to the\nextent an oral plan provides material benefits) providing for benefits to any\nemployees, consultants or directors of the Company or affiliates of the Company.\nWith respect to the employee benefit plans, stock option plans, restricted stock\naward programs and other programs and arrangements maintained or contributed to\nby the Company (the \"Company Plans\"), except as specifically set forth on\nSCHEDULE 3.9: (i) each Company Plan intended to be qualified under Section\n401(a) of the Internal Revenue Code of 1986, as amended (the \"Code\"), has\nreceived a favorable determination letter from the Internal Revenue Service (the\n\"IRS\") that it is so qualified and nothing has occurred since the date of such\nletter that could reasonably be expected to affect the qualified status of such\nCompany Plan, (ii) each Company Plan has been operated in all material respects\nin accordance with its terms and the requirements of applicable law; (iii) the\nCompany has not incurred any direct or indirect liability under, arising out of\nor by operation of Title IV of the Employee Retirement Income Security Act of\n1974, as amended (\"ERISA\"), in connection with the termination of, or withdrawal\nfrom, any Company Plan or other retirement plan or arrangement, and no fact or\nevent exists that could reasonably be expected to give rise to any liability.\nExcept as set forth on SCHEDULE 3.9, the aggregate accumulated benefit\nobligations of each Company Plan subject to Title IV of ERISA (as of the date of\nthe most recent actuarial valuation prepared for such Company Plan) do not\nexceed the fair market value of the assets of such Company Plan (as of the date\nof such valuation).\n\n            (b) The Company is not subject to any collective bargaining or other\nlabor union contracts applicable to persons employed by the Company as of the\ndate of this Agreement. As of the date of this Agreement, there is no pending\nor, to the knowledge of the Company, threatened in writing labor dispute, strike\nor work stoppage against the Company which may interfere with the respective\nbusiness activities of the Company.\n\n            (c) As of the date of this Agreement, there are no more than (i)\n1,261,618 options issued and outstanding under the Company's Option Plans and\n(ii) 33,056 Shares reserved for issuance upon exercise of the Warrants. No\noptions have been issued to employees or directors of the Company since December\n5, 2000. There are no restricted stock awards which have been issued by the\nCompany that are currently outstanding.\n\n            (d) Except as disclosed on SCHEDULE 3.9(d), the consummation of the\ntransactions contemplated by this Agreement will not give rise to an obligation\non behalf of the Company to make severance or change of control payments to any\nindividuals, except such as may arise from actions of the Company taken at the\ndirection of Parent following the Effective Time.\n\n            (e) No payments made to any individual by the Company as a result of\nthe consummation of the transactions contemplated by this Agreement would be\nnon-deductible under either Section 162(m) of the Code or Section 280G of the\nCode.\n\n\n                                       15\n\n\n            (f) The Company has not taken any action or failed to take any\naction which would result in the imposition of a material excise tax on the\nCompany pursuant to Sections 4975, 4980B and 4999 of the Code.\n\n      3.10  ENVIRONMENTAL LAWS AND REGULATIONS. As of the date of this\nAgreement, except as set forth on Schedule 3.10, (i) the Company is in\ncompliance with all applicable federal, state and local laws and regulations\nrelating to pollution or protection of human health or the environment\nincluding, without limitation, ambient air, surface water, ground water, land\nsurface or subsurface strata) (collectively, \"Environmental Laws\"), except for\nnon-compliance that would not have a Company Material Adverse Effect; (ii) the\nCompany (a) has not received written notice of any action, cause of action,\nclaim, investigation, demand or notice by any person or entity alleging\nliability under or non-compliance with any Environmental Law (an \"Environmental\nClaim\") or (b) to the knowledge of the Company, is not subject to any\nEnvironmental Claim which is reasonably likely to have a Company Material\nAdverse Effect; (iii) there has not been a Release of Hazardous Materials at any\nproperty currently or formerly owned or operated by the Company or any\npredecessor in interest, except where such Release would not have a Company\nMaterial Adverse Effect; (iv) to the knowledge of the Company, there has not\nbeen a Release of Hazardous Materials at any disposal or treatment facility that\nreceived Hazardous Materials generated by the Company or a predecessor in\ninterest. For purposes of this Section, \"Hazardous Materials\" means (a) any\nelement, compound, or chemical that is defined, listed or otherwise classified\nas a contaminant, pollutant, toxic pollutant, toxic or hazardous substance,\nextremely hazardous substance or chemical, hazardous waste, special waste, or\nsolid waste under Environmental Laws; (b) petroleum, petroleum-based or\npetroleum-derived products; (c) polychlorinated biphenyls; (d) any substance\nexhibiting a hazardous waste characteristic including but not limited to\ncorrosivity, ignitability, toxicity or reactivity as well as any radioactive or\nexplosive materials; and (e) any asbestos-containing materials. The term\n\"Release\" means any spilling, leaking, pumping, emitting, emptying, discharging,\ninjecting, escaping, leaching, migrating, dumping or disposing of Hazardous\nMaterials (including the abandonment or discarding of barrels, containers or\nother closed receptacles containing Hazardous Materials) into the environment.\n\n      3.11  INTELLECTUAL PROPERTY; TECHNOLOGY. (a) SCHEDULE 3.11(a) contains a\ntrue, correct and complete list of all material Intellectual Property (as\ndefined below), including without limitation, applications, filings and\nregistrations with or in any governmental, judicial or regulatory agency,\nforeign or domestic, having jurisdiction over such subject matter. All such\napplications, filings and registrations have been duly filed, and those\nregistrations which have issued are validly existing and in full force and\neffect. With respect to all U.S. registered service and trademarks, Section 8\nand 15 declarations, where applicable, have been timely filed and accepted. No\nservice or trademarks listed on SCHEDULE 3.11(a) have been abandoned.\n\n            (b) Except as specifically set forth on SCHEDULE 3.11(b), the\nCompany has good and marketable title to all Intellectual Property and\nTechnology (as defined below), free and clear of all liens, claims, security\ninterests, restrictions, encumbrances or rights of third parties and without\npayment of any royalties, license fees or other amounts.\n\n\n                                       16\n\n\n            (c) Except as specifically set forth on SCHEDULE 3.11(c), there are\nno licenses, agreements, obligations or other commitments by which the Company\nmay be bound from or with third parties under which the Company uses, has the\nright to use or exercises any rights with respect to any Intellectual Property\nor Technology.\n\n            (d) Except as specifically set forth on SCHEDULE 3.11(d), the\nCompany has not received (nor does the Company have any knowledge of) any\nnotice, claim or allegation from any other party challenging the right of the\nCompany to use, possess, transfer, convey or otherwise dispose of any\nIntellectual Property or Technology, and there is no interference, opposition,\ncancellation, reexamination or other contest proceeding, action, claim, dispute\nor claim of infringement, misappropriation or other violation of any\nintellectual property or other proprietary rights of any other party. The\nCompany's use of the Intellectual Property and Technology has not and does not\nviolate or infringe upon the rights of any other party or constitute a breach of\nany agreement, obligation, promise or commitment by which the Company may be\nbound or constitute a violation of any laws, regulations, ordinances, codes or\nstatutes in any jurisdiction, except for any such violation, infringement or\nbreach that would not have a Company Material Adverse Effect.\n\n            (e) Except as set forth on SCHEDULE 3.11(e) and for user licenses\ngranted in the ordinary course of business, no licenses or other rights have\nbeen granted and the Company does not have any obligation to grant licenses with\nrespect to any Intellectual Property or Technology; no claims have been made by\nor against the Company of any violation or infringement by others of any rights\nwith respect to any Intellectual Property or Technology; and the Company is not\naware of any such claim which the Company may have the right or a reasonable\nbasis to make or assert.\n\n            (f) The Intellectual Property and Technology includes all rights and\ninterests necessary to conduct the business of the Company as it is currently\nconducted and as proposed to be conducted, and such rights and interests will\nnot be adversely affected in any way by the execution and delivery of this\nAgreement by the Company, the Closing or the consummation of any of the\ntransactions contemplated hereby.\n\n            (g) All statements and representations made by the Company in any\npending Intellectual Property applications, filings and registrations were true\nin all material respects as of the time they were made.\n\n            (h) All documentation, specifications, designs and other\ninformational materials which describe the operation, functions and technical\ncharacteristics applicable to the Intellectual Property and Technology are true\nand complete in all material respects and faithfully and accurately reflect the\nIntellectual Property and Technology to which same relate.\n\n            (i) The Company has taken all actions reasonably necessary to ensure\nthat (I) there are no protections, encryption, security or lock-out devices,\nwhether triggered by the passage of time, the use or operation of the\nIntellectual Property and Technology, remotely or otherwise which might in any\nway interrupt, discontinue or otherwise adversely affect the \n\n\n                                       17\n\n\nIntellectual Property and Technology or Purchaser's use thereof; and (II) there\nare no so-called computer viruses, worms, trap or back doors, Trojan horses or\nany other instructions, codes, programs, data or materials which could\nimproperly, wrongfully and\/or without the authorization of Purchaser, interfere\nwith the operation or use of the Intellectual Property and Technology.\n\n            (j) For purposes of this Agreement, \"Intellectual Property\" shall\nmean all intellectual property rights, common law, statutory or otherwise,\ndomestic and foreign, including, without limitation, patents (including all\nreissues, divisions, continuations and extensions), service marks, trademarks,\ntradenames, brand, product and service names, and all logos and distinctive\nidentifications of the Company, its products and services, copyrights, all\napplications for any and all of the foregoing, licenses and other contractual\nrights and other such property and intangible rights owned, used or held for use\nby the Company, together with the goodwill of the business of the Company in\nconnection with all of the foregoing.\n\n            (k) For purposes of this Agreement, \"Technology\" shall mean all\nformulae, algorithms, processes, procedures, designs, ideas, strategic and other\nbusiness plans, research records, inventions and all records of the foregoing,\ntest, engineering and technical data, know-how, proprietary information and\nmethodologies, trade secrets, technology, communications and associated\nperipheral devices and resources, computer software, programs and code, both\nobject and source, in whatever form and media, all databases, specifications and\nother information processing tangible and intangible items, owned, used or held\nfor use by the Company.\n\n      3.12  REAL PROPERTY. The Company does not own any real property. Each of\nthe leases for real property to which the Company is a party (the \"Leases\") and\nall amendments, modifications and\/or extensions thereto are listed on SCHEDULE\n3.12 hereto. SCHEDULE 3.12 hereto also lists, with respect to each Lease, the\nname of the tenant(s), landlord(s), whether the Lease is a lease or a sublease,\nthe current expiration dates and remaining options to extend the Leases, and the\nminimum monthly rent and additional rent under the Leases. With respect to the\nLeases, (i) the Leases are in full force and effect, are unmodified (other than\nas listed on SCHEDULE 3.12 hereto) and are binding and enforceable in accordance\nwith their terms; (ii) all rental and other charges payable pursuant to the\nterms and conditions of the Leases have been paid and no rent has been paid in\nadvance more than 30 days; (iii) there are no charges, offsets or defenses\nagainst the enforcement by the lessors thereunder of any agreement, covenant or\ncondition on the part of the Company to be performed or observed pursuant to the\nterms of the Leases; (iv) there are no defaults by the Company of any agreement,\ncovenant or condition on the part of the Company to be performed or observed\npursuant to the terms of the Leases; (v) there are no actions or proceedings\npending or to the best of the Company's knowledge, threatened, by any lessor\nunder the Leases; (vi) the consummation of the Offer and the Merger will not\nconstitute a prohibited transfer or assignment under any of the Leases; and\n(vii) there are no material defaults by any of the respective lessors of any\nagreement, covenant or condition on the part of the lessor to be performed or\nobserved pursuant to the terms of the Leases.\n\n      3.13  MATERIAL CONTRACTS. The contracts of the Company identified in the\nCompany SEC Reports (and included as exhibits to the Company SEC Reports),\ntogether with the contracts listed on SCHEDULE 3.13, constitute all of the\nmaterial contracts of the Company that are of a type \n\n\n                                       18\n\n\nthat would be required to be included as an exhibit to a Form S-1 Registration\nStatement pursuant to the rules and regulations of the SEC if such a\nregistration statement was filed by the Company. Except as set forth on SCHEDULE\n3.13, (i) all such material contracts constitute valid and binding agreements of\nthe Company and, to the knowledge of the Company, each of the other parties\nthereto, enforceable in accordance with their respective terms, (ii) with\nrespect to such material contracts there are no existing material defaults by\nthe Company and, to the knowledge of the Company, of any other party thereto,\nand there is no event which (whether with or without notice, lapse of time or\nthe happening or occurrence of any other event) would constitute a material\ndefault by the Company or, to the knowledge of the Company, by any other party\nthereto, under such material contracts, (iii) the Company is not restricted by\nagreement from carrying on in any geographical location the business of the\nCompany as conducted on the date of this Agreement, and (iv) there are no\nnegotiations pending or in process to revise any such material contract.\n\n      3.14  COMPLIANCE WITH APPLICABLE LAWS. Except as set forth on SCHEDULE\n3.14, since January 1, 1998, the Company has not violated or failed to comply\nwith any statute, law, regulation, rule, judgment, decree or order of any\ngovernmental entity applicable to its business or operations, except for\nviolations and failures to comply that would not, individually or in the\naggregate, reasonably be expected to result in a Company Material Adverse\nEffect. The conduct of the business of the Company is in conformity with all\nfederal, state and local governmental and regulatory requirements applicable to\nits business and operations, except where such nonconformities would not, in the\naggregate, reasonably be expected to result in a Company Material Adverse\nEffect. The Company has all permits, licenses and franchises from governmental\nagencies required to conduct its business as now being conducted, except for\nsuch permits, licenses and franchises the absence of which would not, in the\naggregate, reasonably be expected to result in a Company Material Adverse\nEffect.\n\n      3.15  INSURANCE. SCHEDULE 3.15 identifies all insurance policies\nmaintained by the Company. The Company has obtained and maintained in full force\nand effect insurance with such insurance companies or associations in such\namounts, on such terms and covering such risks, including fire and other risks\ninsured against by extended coverage, as is reasonably prudent, and has\nmaintained in full force and effect public liability insurance, insurance\nagainst claims for personal injury or death or property damage occurring in\nconnection with the activities of the Company or any properties owned, occupied\nor controlled by the Company, in such amount as reasonably deemed necessary by\nthe Company.\n\n      3.16  APPROVALS; ANTITAKEOVER PROVISIONS. The Board of Directors of the\nCompany has approved this Agreement and the Stock Option and Tender Agreement\nfor all purposes under Section 203 of the DGCL, and the Company has heretofore\nfurnished to Parent a true and correct copy of resolutions duly adopted by the\nunanimous vote of such Board on December 18, 2000 and such resolutions are in\nfull force and effect on the date hereof. Such action is the only action\nnecessary so that the restrictions on business combinations contained in Section\n203 of the DGCL will not apply with respect to or as a result of the Merger\nAgreement or any of the transactions contemplated hereby or thereby.\n\n\n                                       19\n\n\n      3.17  VOTING REQUIREMENTS. The affirmative vote of the holders of\ntwo-thirds of the outstanding shares of Company Common Stock is the only vote of\nthe holders of any class of the Company's capital stock necessary to approve\nthis Agreement and the transactions contemplated by this Agreement.\n\n      3.18  BROKERS AND FINDERS. Other than U.S. Bancorp Piper Jaffray, which\nhas been retained by the Company's Board of Directors, the Company has not\nemployed any investment banker, broker, finder, advisor, consultant or\nintermediary in connection with the transactions contemplated by this Agreement\nwhich would be entitled to any investment banking, brokerage, finder's, advisory\nor similar fee or commission in connection with this Agreement or the\ntransactions contemplated hereby.\n\n      3.19  OPINION OF FINANCIAL ADVISOR. The Board of Directors has received\nthe opinion of U.S. Bancorp Piper Jaffray dated December 18, 2000, to the effect\nthat, as of such date, the Merger Consideration is fair to the stockholders of\nthe Company from a financial point of view.\n\n      3.20  INFORMATION SUPPLIED. None of the information supplied or to be\nsupplied by the Company for inclusion or incorporation by reference in (i) the\nOffer Documents, (ii) the Schedule 14D-9, (iii) the information to be filed by\nthe Company in connection with the Offer pursuant to Rule 14f-1 promulgated\nunder the Exchange Act (the \"Information Statement\") or (iv) the proxy statement\n(together with any amendments or supplements thereto, the \"Proxy Statement\")\nrelating to the Special Meeting, if any, will, in the case of the Offer\nDocuments, the Schedule 14D-9 and the Information Statement, at the respective\ntimes the Offer Documents, the Schedule 14D-9 and the Information Statement are\nfiled with the SEC or first published, sent or given to the Company's\nstockholders, or, in the case of the Proxy Statement, at the time the Proxy\nStatement is first mailed to the Company's stockholders or at the time of the\nSpecial Meeting, if any, contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary in order\nto make the statements therein, in light of the circumstances under which they\nare made, not misleading. If at any time prior to the Effective Time any event\nwith respect to the Company should occur which is required to be described in a\nsupplement to (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the\nInformation Statement, or (iv) the Proxy Statement, such event shall be so\ndescribed, and such supplement shall be promptly filed with the SEC and, as\nrequired by law, disseminated to the stockholders of the Company and to Parent.\nThe Schedule 14D-9, the Information Statement and the Proxy Statement will\ncomply in all material respects with the requirements of the Exchange Act and\nthe rules and regulations thereunder.\n\n\n                                   ARTICLE IV\n\n                    REPRESENTATIONS AND WARRANTIES OF PARENT\n                                  AND PURCHASER\n\n      Each of Parent and Purchaser represents and warrants jointly and severally\nto the Company that:\n\n\n                                       20\n\n\n      4.1   CORPORATE ORGANIZATION AND QUALIFICATION. Each of Parent and\nPurchaser is a corporation duly organized, validly existing and in good standing\nunder the laws of the State of Delaware. Each of Parent and Purchaser is\nqualified and in good standing as a foreign corporation in each jurisdiction\nwhere the properties owned, leased or operated, or the business conducted, by it\nrequire such qualification, except where the failure to so qualify or be in good\nstanding would not have a Parent Material Adverse Effect (as defined in Section\n8.10).\n\n      4.2   AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent and Purchaser\nhas the requisite corporate power and authority to execute and deliver this\nAgreement and to consummate the transactions contemplated hereby. This Agreement\nand the consummation by Parent and Purchaser of the transactions contemplated\nhereby have been duly and validly authorized by the respective Boards of\nDirectors of Parent and Purchaser and by Parent as the sole stockholder of\nPurchaser, and no other corporate proceedings on the part of Parent and\nPurchaser are necessary to authorize this Agreement or to consummate the\ntransactions contemplated hereby. This Agreement has been duly and validly\nexecuted and delivered by each of Parent and Purchaser and, assuming this\nAgreement constitutes the valid and binding agreement of the Company,\nconstitutes the valid and binding agreement of each of Parent and Purchaser,\nenforceable against each of them in accordance with its terms, except that the\nenforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization,\nmoratorium or other similar laws now or hereafter in effect relating to\ncreditors' rights generally and (b) general principles of equity (regardless of\nwhether enforceability is considered in a proceeding at law or in equity).\n\n      4.3   CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution and\ndelivery of this Agreement by Parent or Purchaser nor the consummation by Parent\nor Purchaser of the transactions contemplated hereby will (a) conflict with or\nresult in any breach of any provision of the Certificate of Incorporation or the\nBy-laws of Parent or Purchaser; (b) require any consent, approval, authorization\nor permit of, or filing with or notification to, any governmental or regulatory\nauthority, except (i) in connection with the applicable requirements of the HSR\nAct, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the\nfiling of the Certificate of Merger pursuant to the DGCL and appropriate\ndocuments with the relevant authorities of other states in which Parent or\nPurchaser is authorized to do business, (iv) as may be required by any\napplicable state corporation, securities or \"blue sky\" laws or state takeover\nlaws, (v) informational filings with the Bureau of Economic Analysis of the\nUnited States Department of Commerce or (vi) where the failure to obtain such\nconsents, approvals, authorizations or permits, or to make such filings or\nnotifications would not have a Parent Material Adverse Effect; (c) result in a\nviolation or breach of, or constitute (with or without due notice or lapse of\ntime or both) a default (or give rise to any right of termination, cancellation\nor acceleration or liens or other charges or encumbrances) under any of the\nterms, conditions or provisions of any note, license, agreement or other\ninstrument or obligation to which Parent or any of its Subsidiaries is a party\nor by which any of them or any of their respective assets may be bound, except\nfor such violations, breaches and defaults (or rights of termination,\ncancellation or acceleration or lien or other charge or encumbrance) as to which\nrequisite waivers or consents have been obtained or which would not have a\nParent Material Adverse Effect; or (d) assuming the consents, approvals,\nauthorizations or permits and filings or notifications referred to in this\nSection 4.3 are duly and \n\n\n                                       21\n\n\ntimely obtained or made, violate any order, writ, injunction, decree, statute,\nrule or regulation applicable to Parent or any of its Subsidiaries or to any of\ntheir respective assets, except for violations which would not have a Parent\nMaterial Adverse Effect.\n\n      4.4   INTERIM OPERATIONS OF PURCHASER. Purchaser was formed solely for the\npurpose of engaging in the transactions contemplated hereby and has not engaged\nin any business activities or conducted any operations other than in connection\nwith the transactions contemplated hereby.\n\n      4.5   SUFFICIENT FUNDS. Either Parent or Purchaser has sufficient funds\navailable (through existing credit arrangements or otherwise) to purchase, in\naccordance with the terms hereof, all of the Shares outstanding on a fully\ndiluted basis and to pay all fees, expenses and payments related to the\nTransactions.\n\n      4.6   SHARE OWNERSHIP.  None of Parent and Purchaser nor any of their\nrespective \"affiliates\" or Associates (as defined in Rule 12b-2 under the\nExchange Act) beneficially own any Shares.\n\n      4.7   INFORMATION SUPPLIED. None of the information supplied or to be\nsupplied by Parent or Purchaser for inclusion or incorporation by reference in\nthe Offer Documents, the Proxy Statement or the Schedule 14D-9 will, at the date\nmailed to stockholders and at the time of the Special Meeting, contain any\nuntrue statement of a material fact or omit to state any material fact required\nto be stated therein or necessary in order to make the statements therein, in\nlight of the circumstances under which they are made, not misleading. If at any\ntime prior to the Effective Time any event with respect to Parent or any of its\nSubsidiaries should occur which is required to be described in a supplement to\nthe Offer Documents, the Proxy Statement or the Schedule l4D-9, such event shall\nbe so described, and such supplement shall be promptly filed with the SEC and,\nas required by law, disseminated to the stockholders of the Company and Parent.\nWith respect to information relating to Parent or Purchaser, the Offer Documents\nand the Proxy Statement will comply in all material respects with the provisions\nof the Exchange Act and the rules and regulations thereunder.\n\n      4.8   BROKERS AND FINDERS. Other than Merrill Lynch &amp; Co., whose fees will\nbe paid by Parent, Parent and Purchaser have not employed any investment banker,\nbroker, finder, advisor, consultant or intermediary in connection with the\ntransactions contemplated by this Agreement which would be entitled to any\ninvestment banking, brokerage, finder's, advisory or similar fee or commission\nin connection with this Agreement or the transactions contemplated hereby.\n\n\n                                       22\n\n\n                                    ARTICLE V\n\n                       ADDITIONAL COVENANTS AND AGREEMENTS\n\n      5.1   INTERIM OPERATIONS OF THE COMPANY. Except as set forth on Schedule\n5.1, during the period from the date of this Agreement to the time the directors\nof Purchaser have been elected to, and shall constitute a majority of, the Board\nof Directors of the Company pursuant to Section 1.3 (unless Parent shall\notherwise agree in writing and except as otherwise contemplated by this\nAgreement), the Company will conduct its operations according to its ordinary\nand usual course of business consistent with past practice and seek to preserve\nintact its current business organization, keep available the services of its\ncurrent officers and employees and preserve its relationships with customers,\nsuppliers and others having business dealings with it. Without limiting the\ngenerality of the foregoing, and except as otherwise contemplated by this\nAgreement or as set forth on SCHEDULE 5.1, the Company will not, prior to the\nEffective Time, without the prior written consent of Parent:\n\n                  (i) issue, sell, grant, dispose of, pledge or otherwise\n      encumber, or authorize or propose the issuance, sale, disposition or\n      pledge or other encumbrance of (A) any additional shares of capital stock\n      of any class (including the Shares), or any securities or rights\n      convertible into, exchangeable for, or evidencing the right to subscribe\n      for any shares of capital stock, or any rights, warrants, options, calls,\n      commitments or any other agreements of any character to purchase or\n      acquire any shares of capital stock or any securities or rights\n      convertible into, exchangeable for, or evidencing the right to subscribe\n      for, any shares of capital stock or (B) any other securities in respect\n      of, in lieu of, or in substitution for, Shares outstanding on the date\n      hereof, other than issuances of shares of Company Common Stock upon\n      exercise of Options or Warrants outstanding as of the date of this\n      Agreement;\n\n                  (ii)  redeem, purchase or otherwise acquire, or propose to\n      redeem, purchase or otherwise acquire, any of its outstanding Shares;\n\n                  (iii) split, combine, subdivide or reclassify any Shares or\n      declare, set aside for payment or pay any dividend, or make any other\n      actual, constructive or deemed distribution in respect of any Shares or\n      otherwise make any payments to stockholders in their capacity as such;\n\n                  (iv) adopt a plan of complete or partial liquidation,\n      dissolution, merger, consolidation, restructuring, recapitalization or\n      other reorganization of the Company (other than the Merger);\n\n                  (v) adopt any amendments to its Certificate of Incorporation\n      or By-laws or alter through reorganization, restructuring or in any other\n      fashion the corporate structure or ownership of the Company;\n\n\n                                       23\n\n\n                  (vi) make any acquisition, by means of merger, consolidation\n      or otherwise, or disposition, of assets or securities (other than the\n      Merger), in each case other than in the ordinary course of business\n      consistent with past practice;\n\n                  (vii) sell, lease, license, mortgage or otherwise encumber or\n      subject to any Lien (other than Liens incurred in connection with any\n      loans from Parent or one of its affiliates) or otherwise dispose of any of\n      its properties or assets, except sales in the ordinary course of business\n      consistent with past practice;\n\n                  (viii) (A) incur any indebtedness for borrowed money (other\n      than loans from Parent or one of its affiliates) or guarantee any such\n      indebtedness of another person, or issue or sell any debt securities or\n      warrants or other rights to acquire any debt securities of the Company, or\n      (B) make any loans, advances or capital contributions to, or investments\n      in, any other person, other than the Company;\n\n                  (ix) make or agree to make any new capital expenditure or\n      expenditures which, individually, is in excess of $100,000 or, in the\n      aggregate, are in excess of $500,000;\n\n                  (x)   make any material tax election or settle or\n      compromise any material income tax liability;\n\n                  (xi) pay, discharge, settle or satisfy any claims, liabilities\n      or obligations (absolute, accrued, asserted or unasserted, contingent or\n      otherwise), other than the payment, discharge or satisfaction, in the\n      ordinary course of business consistent with past practice or in accordance\n      with their terms, of liabilities reflected or reserved against in, or\n      contemplated by, the most recent consolidated financial statements (or the\n      notes thereto) included in the Company SEC Reports or incurred in the\n      ordinary course of business consistent with past practice, or waive any\n      benefits of, or agree to modify in any respect, any confidentiality,\n      standstill or similar agreements to which the Company is a party;\n\n                  (xii) except in the ordinary course of business, modify, amend\n      or terminate any contract or agreement to which the Company is a party, or\n      waive, release or assign any rights or claims;\n\n                  (xiii) except as required to comply with applicable law, (A)\n      adopt, enter into, terminate or amend any bonus, pension, profit sharing,\n      deferred compensation, incentive compensation, stock ownership, stock\n      purchase, stock option, phantom stock, retirement, vacation, severance,\n      disability, death benefit, hospitalization, medical or other plan,\n      arrangement or understanding (whether or not legally binding) providing\n      benefits to any current or former employee, officer or director of the\n      Company (collectively, \"Benefit Plans\"), other than arrangements or\n      understandings adopted, entered into, terminated or amended in the\n      ordinary course of business consistent with past practice, (B) increase in\n      any manner the compensation or fringe benefits of, or pay any bonus to,\n      any director, officer or employee (except for normal increases or bonuses\n      in the ordinary course of \n\n\n                                       24\n\n\n      business consistent with past practice), (C) pay any benefit not provided\n      for under any Benefit Plan, (D) except as permitted in clause (B) above,\n      grant any awards under any bonus, incentive, performance or other\n      compensation plan or arrangement or Benefit Plan (including the grant of\n      stock options, stock appreciation rights, stock based or stock related\n      awards, performance units or restricted stock, or the removal of existing\n      restrictions in any Benefit Plans or agreement or awards made thereunder)\n      or (E) other than in the ordinary course of business consistent with past\n      practice, take any action to fund or in any other way secure the payment\n      of compensation or benefits under any employee plan, agreement, contract\n      or arrangement or Benefit Plan; or\n\n                  (xiv) (A) take, or agree or commit to take, any action that\n      would make any representation or warranty of the Company hereunder\n      inaccurate at the Effective Time (except for representations and\n      warranties which speak as of a particular date, which need be accurate\n      only as of such date), (B) omit, or agree or commit to omit, to take any\n      action necessary to prevent any such representation or warranty from being\n      inaccurate in any material respect at the Effective Time (except for\n      representations and warranties which speak as of a particular date, which\n      need be accurate only as of such date), provided however that the Company\n      shall be permitted to take or omit to take such action which can be cured,\n      and in fact is cured, at or prior to the Effective Time or (C) take, or\n      agree or commit to take, any action that would result in, or is reasonably\n      likely to result in, any of the conditions of the Merger set forth in\n      Article VI not being satisfied, except that such action shall be permitted\n      if it is consistent with the fiduciary duties of the Company's Board of\n      Directors to the Company's stockholders under applicable law; or\n\n                  (xv) authorize, recommend, propose or announce an intention to\n      do any of the foregoing, or enter into any contract, agreement, commitment\n      or arrangement to do any of the foregoing.\n\n      5.2   ALTERNATIVE PROPOSALS. Subject to the last sentence of this Section\n5.2, from and after the date hereof and prior to the Effective Time, the Company\n(a) will not, nor shall it authorize or permit its officers, directors,\nemployees, representatives and agents to, initiate, solicit or encourage,\ndirectly or indirectly, any Alternative Proposal (as defined in Section 8.10) or\nengage in any negotiations or enter into any agreement or provide any\nconfidential information or data to any person in connection with or relating to\nany Alternative Proposal; (b) will immediately cease any existing discussions or\nnegotiations, if any, with any parties conducted heretofore with respect to any\nAlternative Proposal; and (c) will notify Parent as soon as practicable if any\nsuch inquiries or proposals are received by, any such information is requested\nfrom, or any such negotiations and\/or discussions are sought to be initiated or\ncontinued with, the Company. Notwithstanding the foregoing, nothing in this\nSection 5.2 shall require the Board of Directors of the Company on behalf of the\nCompany to act, with respect to unsolicited Alternative Proposals, in any manner\nwhich, in the opinion of the Board of Directors of the Company after\nconsultation with its counsel, could reasonably be deemed inconsistent with its\nfiduciary duties to the Company's stockholders under applicable law or to\nrefrain from taking any action that could reasonably be deemed to be required by\nsuch fiduciary duties.\n\n\n                                       25\n\n\n      5.3   CERTAIN FILINGS. The Company and Purchaser shall reasonably\ncooperate with one another (a) in connection with the preparation of the Proxy\nStatement and the Schedule 14D-9, and (b) in determining whether any action by\nor in respect of, or filing with, any governmental body, agency or official, or\nauthority is required, or any actions, consents, approvals or waivers are\nrequired to be obtained from parties to any material contracts, in connection\nwith the consummation of the transactions contemplated by this Agreement and (c)\nin seeking any such actions, consents, approvals, or waivers or making any such\nfilings, furnishing information required in connection therewith or with the\nProxy Statement and the Schedule 14D-9 and seeking timely to obtain any such\nactions, consents, approvals or waivers.\n\n      5.4   SATISFACTION OF CONDITIONS; RECEIPT OF NECESSARY APPROVALS.\n\n            (a) Subject to the terms and conditions herein provided, each of the\nparties hereto agrees to (i) promptly effect all necessary registrations,\nsubmissions and filings, including, but not limited to, filings under the HSR\nAct and submissions of information requested by governmental authorities, which\nmay be necessary or required in connection with the consummation of the\ntransactions contemplated by this Agreement, (ii) use reasonable efforts to\nsecure federal antitrust clearance (including taking steps to avoid or set aside\nany preliminary or permanent injunction or other order of any federal or state\ncourt of competent jurisdiction or other governmental authority), (iii) use\nreasonable efforts to take all other action and to do all other things\nnecessary, proper or advisable to consummate and make effective as promptly as\npracticable the transactions contemplated by this Agreement and (iv) use\nreasonable efforts to obtain all other necessary or appropriate waivers,\nconsents and approvals (including but not limited to such filings, consents,\napprovals, orders, registrations and declarations as may be required under the\nlaws of any foreign country in which the Company or Parent or any of its\nSubsidiaries conducts any business or owns any assets) and to lift any\ninjunction or other legal bar to the Merger (and, in such case, to proceed with\nthe Merger as expeditiously as possible), subject, however, to the requisite\nvote of the stockholders of the Company. Parent represents and warrants to the\nCompany that Parent's affiliates have full power and authority to effect the\ntransactions contemplated by this Section 5.4.\n\n            (b) Notwithstanding the foregoing, the Company shall not be\nobligated to use reasonable efforts or take any action pursuant to this Section\n5.4 if in the opinion of the Board of Directors after consultation with its\ncounsel such actions could reasonably be deemed inconsistent with its fiduciary\nduties to the Company's stockholders under applicable law.\n\n      5.5   ACCESS TO INFORMATION. To the extent permitted by applicable law,\nupon reasonable notice, the Company shall afford to the officers, employees,\naccountants, counsel, financing sources and other representatives of Parent,\naccess, during normal business hours during the period prior to the Effective\nTime, to all its properties, books, contracts, commitments and records and,\nduring such period, the Company shall furnish promptly to the Parent (a) a copy\nof each report, schedule, registration statement and other document filed or\nreceived by it during such period pursuant to the requirements of federal\nsecurities laws and (b) all other information concerning its business,\nproperties and personnel as Parent may reasonably request. Parent will hold, and\ncause to be held, any such information which is nonpublic in confidence in\naccordance \n\n\n                                       26\n\n\nwith the provisions of the Confidentiality Agreement between the Company and\nParent, dated as of June 6, 2000 (the \"Confidentiality Agreement\").\n\n      5.6   PUBLICITY. The initial press release with respect to the execution\nof this Agreement shall be a joint press release acceptable to Parent and the\nCompany. Thereafter, so long as this Agreement is in effect, neither the\nCompany, Parent nor any of their respective affiliates shall issue or cause the\npublication of any press release or other announcement with respect to the\nMerger, this Agreement or the other transactions contemplated hereby without\nprior consultation with the other party, except as may be required by law (as\ndetermined on the basis of advice of counsel), the rules and regulations of any\nnational securities exchange or over the counter market or by any listing\nagreement with a national securities exchange.\n\n      5.7   DIRECTORS' AND OFFICERS' INSURANCE AND INDEMNIFICATION.\n\n            (a) From and after the consummation of the Offer, Parent shall, and\nshall cause the Company (or, if after the Effective Time, the Surviving\nCorporation) to, indemnify, defend and hold harmless any person who is now, or\nhas been at any time prior to the date hereof, or who becomes prior to the\nEffective Time, an officer or director (the \"Company Indemnified Party\") of the\nCompany against all losses, claims, damages, liabilities, costs and expenses\n(including attorney's fees and expenses), judgments, fines, losses, and amounts\npaid in settlement in connection with any actual or threatened action, suit,\nclaim, proceeding or investigation (each a \"Claim\") to the extent that any such\nClaim is based on, or arises out of, the fact that such person is or was a\ndirector or officer of the Company, and to the extent that any such Claim\npertains to any matter or fact arising out of any act or omission prior to or at\nthe Effective Time, regardless of whether such Claim is asserted or claimed\nprior to, at or after the Effective Time, to the full extent permitted under\napplicable law or the Company's Certificate of Incorporation, By-laws or\nindemnification agreements in effect at the date hereof identified on SCHEDULE\n5.7, or otherwise as permitted by contracts identified on SCHEDULE 5.7,\nincluding provisions relating to advancement of expenses incurred in the defense\nof any action or suit, notwithstanding any modification or termination of any\nsuch law, Certificate of Incorporation, By-laws or contracts after the date of\nthis Agreement. Without limiting the foregoing, in the event any Company\nIndemnified Party becomes involved in any capacity in any Claim, then from and\nafter consummation of the Offer Parent shall, or shall cause the Company (or the\nSurviving Corporation if after the Effective Time) to, periodically advance to\nsuch Company Indemnified Party its legal and other expenses (including the cost\nof any investigation and preparation incurred in connection therewith), subject\nto the provision by such Company Indemnified Party of an undertaking to\nreimburse the amounts so advanced in the event of a final non-appealable\ndetermination by a court of competent jurisdiction that such Company Indemnified\nParty is not entitled thereto.\n\n            (b) Parent and the Company agree that all rights to indemnification\nand all limitations on liability existing in favor of a Company Indemnified\nParty as provided in the Company's Certificate of Incorporation and By-laws or\nany indemnification agreements as in effect as of the date hereof shall survive\nthe Merger and shall continue in full force and effect, without any amendment\nthereto, for a period of six years from the Effective Time to the extent \n\n\n                                       27\n\n\nsuch rights are consistent with the DGCL; PROVIDED, that in the event any claim\nor claims are asserted or made within such six year period, all rights to\nindemnification in respect of any such claim or claims shall continue until\ndisposition of any and all such claims; PROVIDED FURTHER, that nothing in this\nSection 5.7 shall impair any rights or obligations of any present or former\ndirectors or officers of the Company.\n\n            (c) Parent shall cause to be maintained in effect for the\nIndemnified Parties (as defined below) for not less than six years after the\nEffective Time policies of directors' and officers' liability insurance and\nfiduciary liability insurance with respect to matters occurring at or prior to\nthe Effective Time (including without limitation, the transactions contemplated\nby this Agreement) providing substantially the same coverage and containing\nterms and conditions which are no less advantageous, in any material respect, to\nthose currently maintained by the Company for the benefit of the Company's\npresent or former directors, officers, employees or agents covered by such\ninsurance policies prior to the Effective Time (the \"Indemnified Parties\").\n\n            (d) In the event Parent or Purchaser or any of their successors or\nassigns (i) consolidates with or merges into any other person and shall not be\nthe continuing or surviving corporation or entity of such consolidation or\nmerger, or (ii) transfers or conveys all or substantially all of its properties\nand assets to any person, then, and in each such case, to the extent necessary\nto effectuate the purposes of this Section 5.7, proper provision shall be made\nso that the successors and assigns of Parent and Purchaser assume the\nobligations set forth in this Section 5.7 and none of the actions described in\nclauses (i) or (ii) shall be taken until such provision is made.\n\n      5.8   EMPLOYEES; CONTINUATION OF BENEFITS. (a) Following the Effective\nTime, the Surviving Corporation will provide pension, health and welfare\nbenefits (other than stock option, stock purchase or similar plans) to employees\nof the Company who continue their employment after the Effective Time (each, a\n\"Continuing Employee\") on terms which are generally no less favorable to such\nContinuing Employee than the benefits being provided to such Continuing Employee\nimmediately prior to the Effective Time.\n\n            (b) If at any time Parent shall make a determination that any\nContinuing Employee is eligible to participate in any of Parent's benefit plans\nafter the Effective Time, then, for purposes of eligibility and vesting with\nrespect to any such plans, Parent will cause the Surviving Corporation to\nrecognize the service of the Continuing Employees through the Effective Time as\nif such service had been performed with Parent.\n\n      5.9   CERTAIN FILINGS. The Company and Purchaser shall reasonably\ncooperate with one another (a) in connection with the preparation of the Proxy\nStatement and the Schedule 14D-9, and (b) in determining whether any action by\nor in respect of, or filing with, any governmental body, agency or official, or\nauthority is required, or any actions, consents, approvals or waivers are\nrequired to be obtained from parties to any material contracts, in connection\nwith the consummation of the transactions contemplated by this Agreement and (c)\nin seeking any such actions, consents, approvals, or waivers or making any such\nfilings, furnishing information required in connection therewith or with the\nProxy Statement and the Schedule 14D-9 and \n\n\n                                       28\n\n\nseeking timely to obtain any such actions, consents, approvals or waivers.\n\n      5.10  FURTHER ASSURANCES. Upon the terms and subject to the conditions\nherein provided and subject to the fiduciary duties of the Board of Directors of\nthe Company, each of the parties hereto agrees to use its reasonable efforts to\ntake, or cause to be taken, all action and to do, or cause to be done, all\nthings necessary under applicable laws and regulations to consummate and make\neffective the transactions contemplated by this Agreement.\n\n\n                                   ARTICLE VI\n\n                    CONDITIONS TO CONSUMMATION OF THE MERGER\n\n      6.1   CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT MERGER. The\nrespective obligations of each party to effect the Merger are subject to the\nsatisfaction at or prior to the Effective Time of the following conditions:\n\n            (a) STOCKHOLDER APPROVAL. If required by applicable law in order to\nconsummate the Merger, this Agreement shall have been duly approved by the\nstockholders of the Company entitled to vote with respect thereto in accordance\nwith applicable law and the Certificate of Incorporation and By-laws of the\nCompany; PROVIDED, that Parent and Purchaser shall vote (or cause to be voted,\nif applicable) all shares of Company Common Stock then owned or controlled by\nthem, directly or indirectly, in favor of the Merger.\n\n            (b) INJUNCTION. There shall not be in effect any statute, rule,\nregulation, executive order, decree, ruling or injunction or other order of a\ncourt or governmental or regulatory agency of competent jurisdiction directing\nthat the transactions contemplated herein not be consummated or otherwise\nmaterially limiting or restricting ownership or the operation of the business of\nthe Surviving Corporation; PROVIDED, HOWEVER, that, subject to the terms and\nprovisions herein provided (including but not limited to Section 5.4 of this\nAgreement), prior to invoking this condition each party shall use its reasonable\nefforts to have any such decree, ruling, injunction or order vacated.\n\n            (c) GOVERNMENTAL FILINGS AND CONSENTS. Subject to the terms and\nprovisions herein provided (including but not limited to Section 5.4 hereof),\nall governmental consents, orders and approvals legally required for the\nconsummation of the Merger and the transactions contemplated hereby shall have\nbeen obtained and be in effect at the Effective Time, other than consents,\norders or approvals which would not reasonably be expected to have a Company\nMaterial Adverse Effect or which would prohibit or which would materially limit\nor materially restrict the consummation of the transactions contemplated herein\nor the ownership or operations of the business of the Surviving Corporation, and\nthe waiting periods under the HSR Act and under antitrust laws of applicable\njurisdictions outside the United States shall have expired or been terminated.\n\n\n                                       29\n\n\n            (d) PURCHASE OF SHARES IN OFFER. Purchaser shall have purchased\nShares pursuant to the Offer.\n\n\n\n                                   ARTICLE VII\n\n                                   TERMINATION\n\n      7.1   TERMINATION. This Agreement may be terminated and the Merger\ncontemplated herein may be abandoned at any time prior to the Effective Time,\nwhether before or after stockholder approval thereof:\n\n            (a)   By the mutual consent of Parent, Purchaser and the Company.\n\n            (b)   By either the Company or Parent:\n\n                  (i) if shares of Company Common Stock shall not have been\n      purchased pursuant to the Offer on or prior to six (6) months from the\n      execution of this Agreement; PROVIDED, HOWEVER, that the right to\n      terminate this Agreement under this Section 7.1(b)(i) shall not be\n      available to any party whose failure to fulfill any obligation under this\n      Agreement has been the cause of, or resulted in, the failure of Parent or\n      Purchaser, as the case may be, to purchase shares of Company Common Stock\n      pursuant to the Offer on or prior to such date; or\n\n                  (ii) if any governmental entity of competent jurisdiction in\n      the United States or other country in which the Company directly or\n      indirectly has material assets or operations shall have issued an order,\n      decree or ruling or taken any other action (which order, decree, ruling or\n      other action the parties hereto shall use their respective reasonable\n      efforts to lift), in each case permanently restraining, enjoining or\n      otherwise prohibiting the transactions contemplated by this Agreement and\n      such order, decree, ruling or other action shall have become final and\n      non-appealable.\n\n            (c)   By the Board of Directors of the Company:\n\n                  (i) if, prior to the purchase of shares of Company Common\n      Stock pursuant to the Offer, (a) the Board of Directors of the Company\n      shall have entered into or shall have publicly announced its intention to\n      enter into a definitive agreement or an agreement in principle with\n      respect to any Alternative Proposal that the Board of Directors\n      determines, in good faith after consultation with its financial advisors,\n      is a Superior Proposal (as defined in Section 8.10); (b) the Board of\n      Directors of the Company shall have withdrawn, or modified or changed in a\n      manner adverse to Parent or Purchaser its approval or recommendation of\n      the Offer, this Agreement or the Merger or shall have recommended a\n      Superior Proposal or shall have executed, or shall have announced its\n      intention to enter into, an agreement in principle or definitive agreement\n      relating to a \n\n\n                                       30\n\n\n      Superior Proposal with a person or entity other than Parent, Purchaser or\n      their affiliates (or the Board of Directors of the Company resolves to do\n      any of the foregoing); (c) any person or group (as defined in Section\n      13(d)(3) of the Exchange Act) (other than Parent, Purchaser or any\n      affiliate thereof) shall have become, after the date of this Agreement,\n      the beneficial owner (as defined in Rule 13d-3 promulgated under the\n      Exchange Act) of 50% or more of the outstanding Shares, or (d) any\n      representation or warranty made by Parent or Purchaser in this Agreement\n      shall not have been true and correct in all material respects when made,\n      or Parent or Purchaser shall have failed to observe or perform in any\n      material respect any of its material obligations under this Agreement,\n      PROVIDED that prior to exercising such right of termination, the Company\n      shall give prompt written notice to Parent of such misrepresentation or\n      breach of warranty or failure to observe or perform; PROVIDED, FURTHER,\n      that the Company shall not have such right of termination if the condition\n      resulting in such misrepresentation or breach of warranty or failure to\n      observe or perform is cured (i) in the event such notice is delivered on\n      or prior to the fourth business day prior to the then-scheduled expiration\n      date of the Offer, not later than the earlier of (A) such expiration date\n      and (B) ten business days following delivery of such notice and (ii) in\n      the event such notice is delivered on or after the third business day\n      prior to such expiration date, not later than three business days\n      following such delivery (it being agreed that in such event the Offer\n      shall be extended as necessary at least until the end of such cure\n      period); or\n\n                  (ii) if Parent or Purchaser shall have terminated the Offer,\n      or the Offer shall have expired, without Parent or Purchaser, as the case\n      may be, purchasing any shares of Company Common Stock pursuant thereto;\n      provided that the Company may not terminate this Agreement pursuant to\n      this Section 7.1(c)(ii) if the Company is in material breach of this\n      Agreement; or\n\n                  (iii) if Parent, Purchaser or any of their affiliates shall\n      have failed to commence the Offer on or prior to ten (10) business days\n      following the date of the initial public announcement of the Offer or\n      shall have failed to pay for the Shares in accordance with the Offer;\n      PROVIDED, that the Company may not terminate this Agreement pursuant to\n      this Section 7.1(c)(iii) if the Company is in material breach of this\n      Agreement; or\n\n                  (iv) if, at any time after April 19, 2001, upon request made\n      by the Company in accordance with the terms of that certain Grid\n      Promissory Demand Note dated the date hereof made by the Company in favor\n      of Parent (the \"Note\"), Parent fails to make an advance to the Company as\n      required in accordance with the terms of the Note; PROVIDED, that the\n      Company may not terminate this Agreement pursuant to this Section\n      7.1(c)(iv) if the Company is in material breach of this Agreement.\n\n            (d)   By Parent or Purchaser:\n\n                  (i) if, due to an occurrence that if occurring after the\n      commencement of the Offer would result in a failure to satisfy any of the\n      conditions set forth in Annex A hereto, Parent, Purchaser, or any of their\n      affiliates shall have failed to commence the \n\n\n                                       31\n\n\n      Offer promptly following the date of the initial public announcement of\n      the Offer but in any event on or prior to the tenth (10th) business day\n      following the initial public announcement of the Offer; provided that\n      neither Parent nor Purchaser may terminate this Agreement pursuant to this\n      Section 7.1(d)(i) if Parent or Purchaser is in material breach of this\n      Agreement; or\n\n                  (ii) prior to the purchase of shares of Company Common Stock\n      pursuant to the Offer, if (a) the Company shall have received any\n      Alternative Proposal which the Board of Directors of the Company has\n      determined to designate as a Superior Proposal; (b) the Board of Directors\n      of the Company shall have withdrawn, or modified or changed in a manner\n      adverse to Parent or Purchaser its approval or recommendation of the\n      Offer, this Agreement or the Merger or shall have recommended an\n      Alternative Proposal or shall have executed, or shall have announced its\n      intention to enter into, an agreement in principle or definitive agreement\n      relating to an Alternative Proposal with a person or entity other than\n      Parent, Purchaser or their affiliates (or the Board of Directors of the\n      Company resolves to do any of the foregoing); (c) any person or group (as\n      defined in Section 13(d)(3) of the Exchange Act) (other than Parent,\n      Purchaser or any affiliate thereof) shall have become, after the date of\n      this Agreement, the beneficial owner (as defined in Rule 13d-3 promulgated\n      under the Exchange Act) of 50% or more of the outstanding Shares, or (d)\n      any representation or warranty made by the Company in this Agreement shall\n      not have been true and correct in all material respects when made and\n      shall have resulted in, or is reasonably likely to result in, a Company\n      Material Adverse Effect, or the Company shall have failed to observe or\n      perform in any material respect any of its material obligations under this\n      Agreement; provided that prior to exercising such right of termination,\n      Parent and Purchaser shall give prompt written notice to the Company of\n      such misrepresentation or breach of warranty or failure to observe or\n      perform; provided, further, that Parent and Purchaser shall not have such\n      right of termination if the condition resulting in such misrepresentation\n      or breach of warranty or failure to observe or perform is cured (i) in the\n      event such notice is delivered on or prior to the fourth business day\n      prior to the then-scheduled expiration date of the Offer, not later than\n      the earlier of (A) such expiration date and (B) ten business days\n      following delivery of such notice and (ii) in the event such notice is\n      delivered on or after the third business day prior to such expiration\n      date, not later than three business days following such delivery (it being\n      agreed that in such event the Offer shall be extended as necessary at\n      least until the end of such cure period).\n\n      7.2   EFFECT OF TERMINATION. To effect the termination of this Agreement\nas provided in Section 7.1, written notice thereof shall forthwith be given by\nthe terminating party to the other party or parties specifying the provision\nhereof pursuant to which such termination is made, and this Agreement shall\nforthwith become null and void, and there shall be no liability on the part of\nParent, Purchaser or the Company or their respective directors, officers,\nemployees, representatives, agents, advisors or stockholders other than the\nobligations pursuant to this Section 7.2, except that the agreements contained\nin Sections 8.1, 8.2, 8.3, 8.4, 8.6, 8,7, 8.8, 8.11, 8.12, 8.13, 8.16, 8.17 and\nthe last sentence of Section 5.5 shall survive the termination hereof, PROVIDED,\nHOWEVER, that if this Agreement is terminated by the Board of Directors of the\n\n\n                                       32\n\n\nCompany pursuant to clauses (i)(a) or (b) of Section 7.1(c) hereof or by Parent\nor Purchaser pursuant to clauses (ii)(a) or (b) of Section 7.1(d) hereof, then\nimmediately following such termination the Company must promptly pay to Parent a\ncash termination fee of $3,500,000 in full satisfaction of the obligations of\nthe Company under this Agreement. Nothing contained in this Section 7.2 shall\nrelieve any party from liability for fraud or for willful breach of this\nAgreement.\n\n\n                                  ARTICLE VIII\n\n                            MISCELLANEOUS AND GENERAL\n\n      8.1   PAYMENT OF EXPENSES AND OTHER PAYMENTS. Whether or not the Merger\nshall be consummated, each party hereto shall pay its own expenses incident to\npreparing for, entering into and carrying out this Agreement and the\nconsummation of the transactions contemplated hereby.\n\n      8.2   SURVIVAL OF REPRESENTATIONS AND WARRANTIES; SURVIVAL OF\nCONFIDENTIALITY AGREEMENT. The representations and warranties made herein shall\nnot survive beyond the earlier of termination of this Agreement or the Effective\nTime. This Section 8.2 shall not limit any covenant or agreement of the parties\nhereto which by its terms contemplates performance after the Effective Time. The\nConfidentiality Agreement shall survive any termination of this Agreement, and\nthe provisions of such Confidentiality Agreement shall apply to all information\nand material delivered by any party hereunder.\n\n      8.3   MODIFICATION OR AMENDMENT. Subject to the applicable provisions of\nthe DGCL, at any time prior to the Effective Time, the parties hereto may modify\nor amend this Agreement, by written agreement executed and delivered by duly\nauthorized officers of the respective parties; PROVIDED, HOWEVER, that after\napproval of this Agreement by the stockholders of the Company, no amendment\nshall be made which (i) reduces or changes the consideration payable in the\nMerger, (ii) alters or changes any term of the Certificate of Incorporation of\nthe Surviving Corporation to be effected by the Merger or (iii) alters or\nchanges any of the terms or conditions of this Agreement if such change would\nadversely affect the Company's stockholders without the approval of such\nstockholders in accordance with Section 251 of the DGCL.\n\n      8.4   WAIVER OF CONDITIONS. Except as otherwise provided in this\nAgreement, any failure of any of the parties to comply with any obligation,\ncovenant, agreement or condition herein may be waived by the party or parties\nentitled to the benefits thereof only by a written instrument signed by the\nparty granting such waiver, but such waiver or failure to insist upon strict\ncompliance with such obligation, covenant, agreement or condition shall not\noperate as a waiver of, or estoppel with respect to, any subsequent or other\nfailure.\n\n      8.5   COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when two or more counterparts have been signed by each of\nthe parties and delivered to the other parties, it being understood that all\nparties need not sign the same counterpart.\n\n\n                                       33\n\n\n      8.6   GOVERNING LAW.  This Agreement shall be governed by, and\nconstrued in accordance with, the laws of the State of Delaware without\ngiving effect to the principles of conflicts of law thereof.\n\n      8.7   NOTICES. Any notice request, instruction or other document to be\ngiven hereunder by any party to the other parties shall be in writing and\ndelivered personally or sent by overnight courier, registered or certified mail,\npostage prepaid, or by facsimile transmission (with a confirming copy sent by\novernight courier), as follows:\n\n            (a)   If to the Company, to\n\n                        Loislaw.com, Inc.\n                        105 North 28th Street\n                        Van Buren, AR  72956\n                        (501) 471-5581 (telephone)\n                        (501) 474-7322 (telecopier)\n                        Attention:  Kyle D. Parker\n\n                  with a copy to:\n\n                        Novakov, Davis &amp; Munck\n                        900 Three Galleria Tower\n                        13155 Noel Road\n                        Dallas, TX  75240\n                        (214) 922-9221 (telephone)\n                        (214) 969-7557 (telecopier)\n                        Attention: Kenn W. Webb, Esq.\n\n                  and to:\n\n                        Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P.\n                        1700 Pacific Avenue\n                        Suite 4100\n                        Dallas, TX 75201-4675\n                        (214) 969-2800 (telephone)\n                        (214) 969-4343 (telecopier)\n                        Attention: Michael E. Dillard, P.C.\n\n\n                                       34\n\n\n             (b)  if to Parent or Purchaser, to\n\n                        Bruce C. Lenz, Executive Vice President\n                        Wolters Kluwer United States Inc.\n                        161 North Clark Street\n                        48th Floor\n                        Chicago, Illinois  60601\n                        (312) 425-7020 (telephone)\n                        (312) 425-0233 (telecopier)\n\n                  with a copy to:\n\n                        Arnold J. Schaab, Esq.\n                        Pryor Cashman Sherman &amp; Flynn LLP\n                        410 Park Avenue\n                        New York, New York  10022\n                        (212) 326-0168 (telephone)\n                        (212) 326-0806 (telecopier)\n\nor to such other persons or addresses as may be designated in writing by like\nnotice by the party to receive such notice.\n\n      8.8   ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and the Confidentiality\nAgreement (a) constitute the entire agreement among the parties with respect to\nthe subject matter hereof and supersede all other prior agreements and\nunderstandings, both written and oral, among the parties or any of them with\nrespect to the subject matter hereof and (b) shall not be assigned by operation\nof law or otherwise without the prior written consent of the other parties.\nSubject to the preceding sentence, this Agreement will be binding upon, inure to\nthe benefit of and be enforceable by the parties and their respective permitted\nsuccessors and assigns.\n\n      8.9   PARTIES IN INTEREST. This Agreement shall be binding upon and inure\nsolely to the benefit of each party hereto and their respective successors and\nassigns. Nothing in this Agreement, express or implied, other than the right to\nreceive the consideration payable in the Merger pursuant to Article II hereof,\nis intended to or shall confer upon any other person any rights, benefits or\nremedies of any nature whatsoever under or by reason of this Agreement;\nPROVIDED, HOWEVER, that the provisions of Section 5.7 shall inure to the benefit\nof the Company Indemnified Parties and the Indemnified Parties and shall be\nbinding on all successors and assigns of Parent, Purchaser, the Company and the\nSurviving Corporation and shall be enforceable by the Company Indemnified\nParties and the Indemnified Parties, as the case may be, after the Effective\nTime.\n\n      8.10  CERTAIN DEFINITIONS.  As used herein:\n\n            (a) \"Alternative Proposal\" shall mean any proposal or offer for a\nmerger or other business combination involving the Company or any proposal or\noffer to acquire a \n\n\n                                       35\n\n\nsignificant equity interest in, or a significant portion of the assets of, the\nCompany other than the transactions contemplated by this Agreement.\n\n            (b) \"Company Material Adverse Effect\" shall mean any adverse change\nin the assets, liabilities, financial condition, or results of operations of the\nCompany which is material to the Company, other than any change or effect\narising out of general economic conditions.\n\n            (c) \"Parent Material Adverse Effect\" shall mean any material adverse\nchange in the assets, liabilities, financial condition, or results of operations\nof Parent or any of its Subsidiaries which is material to Parent and its\nSubsidiaries taken as a whole, other than any change or effect arising out of\ngeneral economic conditions.\n\n            (d) \"Subsidiary\" shall mean, when used with reference to any entity,\nany corporation a majority of the outstanding voting securities of which are\nowned directly or indirectly by such entity.\n\n            (e) \"Superior Proposal\" means any bona fide proposal to acquire,\ndirectly or indirectly, all of the Shares then outstanding or all or\nsubstantially all the assets of the Company, and otherwise on terms which the\nBoard of Directors of the Company determines in good faith (after consultation\nwith the Company's financial advisor) to be more favorable to the Company and\nits stockholders than the Offer and the Merger.\n\n      8.11  VALIDITY. If any term, provision, covenant or restriction of this\nAgreement is held by a court of competent jurisdiction or other authority to be\ninvalid, void, unenforceable or against its regulatory policy, the remainder of\nthe terms, provisions, covenants and restrictions of this Agreement shall remain\nin full force and effect and shall in no way be affected, impaired or\ninvalidated so long as the economic or legal substance of the transactions\ncontemplated hereby are not affected in any manner materially adverse to any\nparty.\n\n      8.12  INTERPRETATION. The words \"hereof\", \"herein\", and \"herewith\" and\nwords of similar import shall, unless otherwise stated, be construed to refer to\nthis Agreement as a whole and not to any particular provision of this Agreement,\nand article, section, paragraph, exhibit and schedule references are to the\narticles, sections, paragraphs, exhibits and schedules of this Agreement unless\notherwise specified. Whenever the words \"include, \"includes\" or \"including\" are\nused in this Agreement they shall be deemed to be followed by the words \"without\nlimitation\". The words describing the singular number shall include the plural\nand vice versa, and words denoting any gender shall include all genders and\nwords denoting natural persons shall include corporations and partnerships and\nvice versa. The phrase \"made available\" in this Agreement shall mean that the\ninformation referred to has been made available if requested by the party to\nwhom such information is to be made available. As used in this Agreement, the\nterm \"affiliate(s)\" shall have the meaning set forth in Rule 12b-2 of the\nExchange Act. No presumption or burden of proof shall arise favoring or\ndisfavoring any party by virtue of the authorship of any provisions of this\nAgreement.\n\n\n                                       36\n\n\n      8.13  CAPTIONS. The Article, Section and paragraph captions herein are for\nconvenience of reference only, do not constitute part of this Agreement and\nshall not be deemed to limit or otherwise affect any of the provisions hereof.\n\n      8.14  SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges and\nagrees that in the event of any breach of this Agreement, each non-breaching\nparty would be irreparably and immediately harmed and could not be made whole by\nmonetary damages. It is accordingly agreed that the parties hereto (a) will\nwaive, in any action for specific performance, the defense of adequacy of a\nremedy at law and (b) shall be entitled in addition to any other remedy to which\nthey may be entitled at law or in equity, to compel specific performance of this\nAgreement in any action instituted in a court of competent jurisdiction.\n\n      8.15  SCHEDULES. The Schedules to this Agreement shall be construed with\nand as an integral part of this Agreement to the same extent as if the same had\nbeen set forth verbatim herein. No such disclosure shall be deemed to be an\nadmission or representation as to the materiality of the item so disclosed.\n\n      8.16  OBLIGATION OF PARENT. Whenever this Agreement requires Purchaser to\ntake any action, such requirement shall be deemed to include an undertaking on\nthe part of Parent to cause Purchaser to take such action and a guarantee of the\nperformance thereof.\n\n      8.17  JOINT AND SEVERAL LIABILITY. Parent and Purchaser hereby agree that\nthey will be jointly and severally liable for all covenants, agreements,\nobligations and representations and warranties made by either of them in this\nAgreement.\n\n\n                                       37\n\n\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective duly authorized officers as of the date first above\nwritten.\n\n\n\n                                    LOISLAW.COM, INC.\n\n\n                                    By: \/s\/ Kyle D. Parker\n                                       ---------------------------\n                                       Name:  Kyle D. Parker\n                                       Title: Chairman and C.E.O.\n\n\n                                    WOLTERS KLUWER U.S. CORPORATION\n\n\n                                    By: \/s\/ Bruce C. Lenz\n                                       ----------------------------\n                                       Name:  Bruce C. Lenz\n                                       Title: Secretary\n\n\n                                    LL ACQUISITION CORP.\n\n\n                                    By: \/s\/ Bruce C. Lenz\n                                       -----------------------------\n                                       Name:  Bruce C. Lenz\n                                       Title: Secretary\n\n\n\n                                       38\n\n\n                                                                         ANNEX A\n\n\n                             CONDITIONS TO THE OFFER\n\n      The capitalized terms used in this Annex A shall have the meanings\nascribed to them in the Agreement and Plan of Merger to which it is attached,\nexcept that the term \"Merger Agreement\" shall be deemed to refer to such\nAgreement and Plan of Merger.\n\n      Notwithstanding any other provisions of the Offer, and in addition to (and\nnot in limitation of) Purchaser's rights to extend and amend the Offer at any\ntime in its sole discretion (subject to the provisions of the Merger Agreement),\nPurchaser shall not be required to accept for payment or, subject to any\napplicable rules and regulations of the SEC, including Rule 14e-l(c) under the\nExchange Act (relating to Purchaser's obligation to pay for or return tendered\nShares promptly after termination or withdrawal of the Offer), pay for, and may\ndelay the acceptance for payment of or, subject to the restriction referred to\nabove, the payment for, any tendered Shares, and may terminate the Offer if (i)\nany applicable waiting period under the HSR Act or the antitrust laws of\napplicable jurisdictions outside the United States has not expired or terminated\nprior to the expiration of the Offer, (ii) the Minimum Condition has not been\nsatisfied at the time of expiration of the Offer, or (iii) at any time on or\nafter the date hereof, and before the expiration of the Offer any of the\nfollowing conditions exist:\n\n            (a) there shall be any statute, rule, regulation, judgment, order or\ninjunction promulgated, entered, enforced, enacted, issued or applicable to the\nOffer or the Merger by any governmental entity of competent jurisdiction in the\nUnited States or other country in which the Company directly or indirectly has\nmaterial assets or operations which (1) prohibits the consummation of the Offer\nor the Merger, (2) as a result of the Offer or the Merger, restrains or\nprohibits, or imposes any material limitations on, Parent's or Purchaser's\nownership or operation of all or a material portion of the businesses or assets\nof the Company, or of Parent and its Subsidiaries, taken as a whole, or compel\nParent or any of its Subsidiaries or affiliates to dispose of or hold separate\nall or any material portion of the business or assets of the Company, or of\nParent and its Subsidiaries, taken as a whole, or requires the Company, Parent\nor Purchaser to pay damages that are material in relation to the Company, (3)\nchallenges, prohibits, or makes illegal the acceptance for payment, payment for\nor purchase of Shares pursuant to, or consummation of, the Offer or the Merger,\n(4) imposes material limitations on the ability of Purchaser or Parent\neffectively to exercise full rights of ownership of the Shares accepted for\npayment pursuant to the Offer, including, without limitation, the right to vote\nthe Shares purchased by it on all matters properly presented to the Company's\nstockholders, or (5) requires divestiture by Parent or any of its Subsidiaries\nor affiliates of any Shares, PROVIDED that Parent shall have used all reasonable\nefforts to cause any such judgment, order or injunction to be vacated or lifted;\n\n            (b) there shall be instituted or pending any action, suit, or\nproceeding by any governmental entity of competent jurisdiction in the United\nStates, or any other country in which the Company directly or indirectly has\nmaterial assets or operations, that is reasonably likely, directly or\nindirectly, to result in any of the consequences referred to in clauses (1)\nthrough (5) of \n\n\n                                       A-1\n\n\nparagraph (a) above; PROVIDED, that Parent shall have used all reasonable\nefforts to cause any such action, suit or proceeding to be withdrawn or\ndismissed;\n\n            (c) there has been since the date hereof any event, occurrence or\ndevelopment or state of circumstances or facts which has had or would reasonably\nbe expected to have a Company Material Adverse Effect;\n\n            (d) the representations and warranties of the Company set forth in\nthe Merger Agreement shall not be true and accurate as of the date of\nconsummation of the Offer as though made on or as of such date or the Company\nshall have breached or failed in any material respect to perform or comply with\nany material obligation, agreement or covenant required by the Merger Agreement\nto be performed or complied with by it except, (i) those representations and\nwarranties that address matters only as of a particular date or only with\nrespect to a specified period of time, which need only be true and accurate as\nof such date or with respect to such period, or (ii) where the failure of such\nrepresentations and warranties to be true and accurate, or the breach,\nnon-performance or non-compliance with such obligations, agreements or\ncovenants, do not have, individually or in the aggregate, or would not\nreasonably be expected to have, individually or in the aggregate, a Company\nMaterial Adverse Effect;\n\n            (e) the Merger Agreement shall have been terminated in accordance\nwith its terms;\n\n            (f) the Company shall have entered into a definitive agreement or\nagreement in principle with any person with respect to an Alternative Proposal;\nor\n\n            (g) the Company's Board of Directors shall have withdrawn, or\nmodified or changed in a manner adverse to Parent or Purchaser (including by\namendment of the Schedule 14D-9) its recommendation of the Offer, the Merger\nAgreement, or the Merger, or recommended an Alternative Proposal, or shall have\nresolved to do any of the foregoing;\n\nwhich in the reasonable judgment of Parent or Purchaser, in any such case, and\nregardless of the circumstances giving rise to such condition, makes it\ninadvisable to proceed with the Offer and\/or with such acceptance for payment or\npayments.\n\n      The foregoing conditions are for the sole benefit of Purchaser and Parent\nand, subject to the terms of this Agreement, may be waived by Parent or\nPurchaser, in whole or in part at any time and from time to time in the sole\ndiscretion of Parent or Purchaser.\n\n\n                                      A-2\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43152","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43152","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43152"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43152"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43152"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43152"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}