Exhibit 2.1

ARRANGEMENT AGREEMENT

BY AND AMONG

ANALOGIC CORPORATION,

8385998 CANADA INC.,

ULTRASONIX MEDICAL CORPORATION,

AND

SCOTT RATUSHNY, RONALD POELZER AND LAURENT PELISSIER, SOLELY IN

THEIR CAPACITY AS REPRESENTATIVES

January 7, 2013

TABLE OF CONTENTS

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ARRANGEMENT AGREEMENT

This Arrangement Agreement (the “ Agreement ”) is entered into as of January 7, 2013, by and among Analogic Corporation, a Massachusetts corporation (the “ Parent ”); 8385998 Canada Inc., a Canadian corporation (the “ Buyer ”) and a direct or indirect wholly owned subsidiary of Parent; Ultrasonix Medical Corporation, a Canadian corporation (the “ Company ”); and Scott Ratushny, Ronald Poelzer and Laurent Pelissier, solely in their capacity as the Representatives of the Company Shareholders (the “ Representatives ”). The Parent, the Buyer, the Company and the Representatives are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

RECITALS

A. Parent wishes to acquire all of the US Assets and Buyer wishes to acquire all of the issued and outstanding Company Shares.

B. The board of directors of the Company deems it advisable and in the best interests of the Company and its shareholders that the Parent, Buyer and the Company engage in a business combination as contemplated herein.

C. The Parties intend to carry out the acquisition of the US Assets and the Company Shares contemplated by this Agreement by way of an arrangement under Section 192 of the CBCA on substantially the terms and conditions set forth in the Plan of Arrangement set forth in Exhibit A .

D. This Agreement has been approved by the boards of directors of the Buyer and the Parent and the board of directors of the Company.

E. Concurrently with the execution of this Agreement, as an inducement to the Buyer’s willingness to enter into this Agreement, certain of the Company Shareholders have entered into a support agreement in the forms of Exhibit B (the “Support Agreement”).

F. Concurrently with the execution of this Agreement, and as a condition of the willingness of the Buyer and Parent to enter into this Agreement, (i) certain of the Designated Employees are entering into non-competition and non-solicitation agreements with the Buyer or Parent, which agreements will take effect only upon the Plan of Arrangement becoming effective, and (ii) all holders of Company Options are entering into Option Cancellation Agreements pursuant to which such Company Options will be exercised or cancelled immediately prior to the Plan of Arrangement becoming effective.

Now, therefore, in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows.

ARTICLE I

PURCHASE AND SALE

1.1 Plan of Arrangement .

(a) The parties agree to carry out the Arrangement and to use their commercially reasonable efforts to cause the Closing to occur on or about February 28, 2013 or as soon thereafter as reasonably practicable, and in any event by the Outside Date;

(b) The Company agrees that as soon as reasonably practicable after the date of this Agreement, but in any event prior to January 21, 2013, it will, in a manner reasonably acceptable to the Buyer and the Parent, pursuant to Section 192 of the CBCA and, in cooperation with the Buyer, prepare, file and diligently pursue an application for the Interim Order, which will provide, among other things:

(i) for the calling and holding of the Company Shareholder Meeting, including confirming the record date for determining the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholder Meeting and for the manner in which such notice is to be provided;

(ii) that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution by the Company Shareholders will be 66 2/3% or more of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting, voting together as a single class;

(iii) for the grant of the Dissent Rights in the manner contemplated in the Plan of Arrangement and the Interim Order;

(iv) for the notice requirements with respect to the presentation of the application to the Court for a Final Order; and

(v) that the Company Shareholder Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser and the Buyer without the need for further approval from the Court.

(c) The Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue and application for the Final Order pursuant to Section 192 of the CBCA as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is approved at the Company Shareholders Meeting as provided for in the Interim Order.

(d) On the Closing Date, the Articles of Arrangement (“ Articles of Arrangement ”), the Final Order and such other documents as may be required to give effect to the Arrangement will be filed with the Director who will then issue the Certificate of Arrangement. The Certificate of Arrangement will be conclusive evidence that the Arrangement has become effective on, and be binding on and after, the Effective Time.

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1.2 Company Shareholder Meeting. The Company shall use its best efforts to take all such steps as are necessary to set the record date for the Company Shareholder Meeting as a date not later than February 27, 2013 and subject to the terms of this Agreement and in accordance with and compliance with the Interim Order, as promptly as practicable (and in any event no later than February 27, 2013) convene and hold the Company Shareholder Meeting in accordance with the Interim Order and applicable Law for the purpose of considering the Arrangement Resolution and, unless this Agreement has been validly terminated in accordance with Article VII, the Company will not cancel the Company Shareholder Meeting or fail to put the Arrangement Resolution before the Company Shareholders for their consideration without the Buyer’s and Parent’s prior written consent, other than as may be required under the Interim Order or applicable Law.

1.3 Information Circular . As promptly as practicable after the execution and delivery of this Agreement (and in any event by no later than ten (10) Business Days after the date of this Agreement), the Company will prepare the Circular, together with any other documents required by applicable Laws in connection with the Arrangement, and Parent and Buyer will cooperate in such preparation. As promptly as practicable after the receipt of the Interim Order (and in any event by no later than two (2) Business Days thereafter), the Company will deliver the final Circular to Parent. Parent shall have the right to review and approve any changes to the Circular made in connection with the Interim Order. As soon as practicable after Parent’s approval of the Circular (and in any event no later than three (3) Business Days thereafter), the Company shall cause the Circular and all other documentation required in connection with the Company Shareholder Meeting to be sent to each of the Company Shareholders and be filed as required by the Interim Order and applicable Law.

1.4 Preparation of Filings . The Company shall:

(a) prepare any application for the orders, rulings and consents and any other documents reasonably deemed by Parent, Buyer or the Company to be necessary to discharge their respective obligations under applicable Securities Laws in connection with the Arrangement and the other transactions contemplated hereby including, if applicable, the draft Circular including the draft Interim Order and Articles of Arrangement that are required by the CBCA to be sent to the director appointed pursuant to Section 260 of the CBCA in order for the Arrangement to be effective; and

(b) take all such action as may be required under the CBCA in connection with the transactions contemplated by this Agreement and the Plan of Arrangement, and Parent and Buyer will cooperate with the Company in completion of the above.

1.5 Information for Circular and Filings . Each of Parent, Buyer and the Company will furnish to the other all such information concerning it and its shareholders as may be reasonably required (and, in the case of its shareholders, available to it) for the completion of the actions described in Section 1.3 and Section 1.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue

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statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished.

1.6 Changes in Information . Parent, Buyer and the Company will each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Circular or an application for an order or a consent described in Section 1.4 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Circular or such application or consent. In any such event, Parent, Buyer and the Company will cooperate in the preparation of a supplement or amendment to the Circular or such other document, as required and as the case may be, and, if required, will cause the same to be distributed to the Company Shareholders and filed, as required with the relevant securities regulatory authorities.

1.7 Compliance of Circular . The Company will ensure that the Circular complies with all applicable Laws including Securities Laws and, without limiting the generality of the foregoing, that the Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Parent, Buyer or any third party that is not an Affiliate of the Company). Without limiting the generality of the foregoing, the Company will ensure that the Circular: (i) provides Company Shareholders entitled to vote with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Shareholder Meeting and Parent and Buyer will provide all information they reasonably believe is required of them in order for the Company to do so, at the Company’s request, (ii) includes a statement that the Company’s board of directors has unanimously determined that the Arrangement is in the best interests of the Company and its shareholders and recommends that the Company Shareholders vote in favor of the Arrangement Resolution and (iii) includes a statement that each director and senior officer of the Company intends to vote all of his or her Company Shares in favor of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement.

1.8 Compliance of Company Shareholder Meeting . The Company will diligently do all such acts and things as may be necessary to comply with applicable Laws (including Securities Laws and the articles of the Company) in relation to the Company Shareholder Meeting.

1.9 Solicitation of Proxies . Subject to Parent and Buyer complying with all applicable Laws, Parent and/or Buyer may at any time, directly or through a soliciting dealer, actively solicit proxies in favor of the Arrangement Resolution.

1.10 Withholding Rights . Each of Buyer, the Parent, the Paying Agent, the Escrow Agent and the Company shall be entitled to deduct and withhold from any consideration payable

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or otherwise deliverable to the Company, any Company Equityholder or former Company Equityholder or other Person pursuant to this Agreement or the Option Cancellation Agreements such amounts as the Parent, the Buyer, the Paying Agent, the Escrow Agent or the Company determines are required or reasonably believes to be required to be deducted and withheld with respect to such payment under the Tax Act, the Code or any provision of federal, provincial, state, local or foreign Tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction and withholding was made provided that such amounts are actually remitted to the appropriate taxing authority.

1.11 Adjustment Before and After the Closing . The Purchase Price shall be subject to adjustment as follows:

(a) Not later than five (5) Business Days prior to the Effective Date, the Company shall prepare and deliver to the Parent and Buyer a statement (the “ Estimated Closing Adjustment Statement ”) setting forth the Estimated Closing Adjustment, together with all relevant backup materials, in detail reasonably acceptable to the Parent and Buyer. Schedule I attached hereto reflects the Closing Adjustment Items to be included in the Estimated Closing Adjustment Statement, including estimated amounts in respect thereof as of the date of this Agreement. If within two (2) Business Days following receipt of the Estimated Closing Adjustment Statement, the Parent and Buyer have not given the Company notice of their objection to the Estimated Closing Adjustment, the Base Purchase Price shall be adjusted as set forth in the Estimated Closing Adjustment Statement. If the Parent and Buyer give such notice of objection, the Company, the Parent and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Parent, the Buyer and the Company shall be used to complete the Estimated Closing Adjustment. If the Parent, the Buyer and the Company are unable to resolve all such disputed issues by the end of the third (3 ^rd ) Business Day following the Parent’s and the Buyer’s receipt of the Estimated Closing Adjustment Statement, the Estimated Closing Adjustment shall be as determined by the Parent and the Buyer, acting reasonably.

(b) Not later than five (5) Business Days prior to the Effective Date, the Company shall prepare and deliver to the Parent and Buyer a statement (the “ Estimated Net US Assets Proceeds Statement ”) setting forth an estimate of the Net US Assets Proceeds (the “ Estimated Net US Assets Proceeds ”), together with all relevant backup materials, in detail reasonably acceptable to the Parent and Buyer. Such Estimated Net US Assets Proceeds shall be determined based on the Company’s most recent accounting and tax information available. If within two (2) Business Days following receipt of the Estimated Net US Assets Proceeds Statement, the Parent and Buyer have not given the Company notice of their objection to the Estimated Net US Assets Proceeds, the Estimated Net US Assets Proceeds shall be as set forth in the Estimated Net US Assets Proceeds Statement. If the Parent and Buyer give such notice of objection, the Company, the Parent and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amount as agreed upon by the Parent, the Buyer and the Company shall be the Estimated Net US Assets Proceeds. If the Parent, the Buyer and the Company are unable to resolve all such disputed issues by the end of the third (3rd)

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Business Day following the Parent’s and the Buyer’s receipt of the Estimated Net US Assets Proceeds Statement, the Estimated Net US Assets Proceeds shall be as determined by the Parent and the Buyer, acting reasonably.

(c) Not later than 45 calendar days after the Closing Date, the Parent and Buyer shall deliver to the Representatives the Closing Adjustment Statement. The Closing Adjustment Statement shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP).

(d) The Closing Adjustment Statement delivered pursuant to paragraph (c) above shall be accompanied by (i) all relevant backup materials, in detail reasonably acceptable to the Representatives, and (ii) a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

(e) In the event that the Representatives dispute the Closing Adjustment Statement or the amount of the Closing Adjustment Items, the Representatives shall notify the Parent and Buyer in writing (the “ Dispute Notice ”) of the amount, nature and basis of such dispute, within 30 calendar days after delivery of the Closing Adjustment Statement. Any such Dispute Notice shall specify those items or amounts as to which the Representatives disagree, and the Representatives shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Sections 1.11(c) and 1.11(d). In the event of such a dispute, the Parent, the Buyer and the Representatives shall first use their Reasonable Best Efforts to reach agreement on the disputed items or amounts in order to determine the amount of the Closing Adjustment Items, which amount shall not be less than the calculation by Parent and Buyer delivered pursuant to Section 1.11(c) nor more than the Representatives’ calculation delivered pursuant to this Section 1.11(e). If the Parent, the Buyer and the Representatives are unable to resolve the dispute within 30 calendar days after delivery of the Dispute Notice, then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Representatives, the Parent and the Buyer or, if the Representatives, the Parent and the Buyer fail or refuse to select a firm within 10 calendar days after written request therefor by the Representatives, the Parent or the Buyer, such an independent nationally recognized accounting firm shall be Ernst & Young LLP, or if such firm is unable to act, Deloitte & Touche LLP (the “ Neutral Accountant ”). All determinations and calculations pursuant to this paragraph (e) shall consider only those Closing Adjustment Items as to which the Representatives have disagreed, shall be in writing and shall be delivered to the Parent, the Buyer and the Representatives as promptly as practicable. The determination of the Neutral Accountant as to the resolution of any dispute shall be binding and conclusive upon all Parties and will not be subject to appeal, absent manifest error. A judgment on the determination made by the Neutral Accountant pursuant to this Section 1.11 may be entered in and enforced by any court having jurisdiction thereover. The Neutral Accountant shall be deemed to be acting as experts and not as arbitrators.

(f) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.11(e) shall be shared equally by the Representatives, on the one hand, and the Parent and Buyer, on the other hand; provided that if the Neutral Accountant determines that one such party has adopted a position or positions with respect to the

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Closing Adjustment Statement or the amount of the Closing Adjustment Items that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such party.

(g) Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representatives to the Parent and Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.11, the Purchase Price shall be adjusted as follows (the “ Adjusted Purchase Price ”):

(i) If the amount of the Final Closing Adjustment exceeds the amount of the Estimated Closing Adjustment, the Parent and the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement;

(ii) If the amount of the Final Closing Adjustment is equal to the amount of the Estimated Closing Adjustment, the Purchase Price shall not be adjusted; and

(iii) If the amount of the Estimated Closing Adjustment exceeds the Final Closing Adjustment, the Parent and/or the Buyer shall deliver to the Paying Agent an amount in immediately available funds equal to the amount of such surplus (the “ Closing Adjustment Surplus ”) and 87% of such Closing Adjustment Surplus shall be distributed by the Paying Agent to the former Company Shareholders (with each Company Shareholder entitled to receive his Pro Rata Share of such proceeds), 3% of such Closing Adjustment Surplus shall be distributed by the Paying Agent to the Financial Advisor and the Paying Agent shall deposit with the Escrow Agent 10% of such Closing Adjustment Surplus in escrow pursuant to the Escrow Agreement. Each Company Shareholder shall be entitled to receive its Pro Rata Share of the portion of such Closing Adjustment Surplus distributed to the Company Shareholders.

(h) Not later than 45 calendar days after the Effective Date, the Parent and Buyer shall deliver to the Representatives a statement setting forth the Net US Assets Proceeds (the “ Net US Assets Proceeds Statement ”). The Net US Assets Proceeds Statement shall be prepared in accordance with applicable Tax laws applied consistently with the Company’s past practices (to the extent such past practices are consistent with applicable Tax law).

(i) Sections 1.11(e) and (f) of this Agreement shall apply to the Net US Assets Proceeds Statement, mutatis mutandis , provided, however, that, among other changes, “Closing Adjustment Statement” shall be read as “Net US Assets Proceeds Statement”.

(j) Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice in connection with the Net US Assets Proceeds, if no such notice is given, or upon notification by the Representatives to the Parent and Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.11, the following shall occur:

(i) If the Estimated Net US Assets Proceeds exceed the Net US Assets Proceeds, the Parent and the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement, which recovery shall only reduce the entitlements of the former holders of Elected Shares under the Escrow Agreement;

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(ii) If the Net US Assets Proceeds is equal to the Estimated Net US Assets Proceeds, there shall be no adjustments; and

(iii) If the Net US Assets Proceeds exceed the Estimated Net US Assets Proceeds, the Parent and/or the Buyer shall deliver to the Paying Agent an amount in immediately available funds equal to the amount of such surplus (the “ Closing Net US Assets Proceeds Surplus ”) and 87% of such Closing Net US Assets Proceeds Surplus shall be distributed by the Paying Agent to the former holders of Elected Shares pro rata to the number of Elected Shares they held, 3% of such Closing Net US Assets Proceeds Surplus shall be distributed by the Paying Agent to the Financial Advisor and the Paying Agent shall deposit with the Escrow Agent 10% of such Closing Net US Assets Proceeds Surplus in escrow pursuant to the Escrow Agreement.

1.12 Appointment of Paying Agent . Prior to the Closing, the Parent, Buyer and the Company shall appoint the Paying Agent to effect the payment of the Purchase Price and, if and when payable in accordance with the terms of this Agreement, the Closing Adjustment Surplus and the Closing Net US Assets Proceeds Surplus. On the Closing Date, the Parent and the Buyer shall authorize and instruct the Paying Agent in writing to distribute the Purchase Price to the Company and the Company Shareholders as described in the Plan of Arrangement. Concurrently with the delivery of the Closing Adjustment Surplus and the Closing Net US Assets Proceeds Surplus to the Paying Agent pursuant to Section 1.11, the Buyer shall authorize and instruct the Paying Agent in writing to distribute such amounts in accordance with Section 1.11(g) (iii) and Section 1.11(j)(iii) of this Agreement.

1.13 Options . Prior to the Closing Date, the Company shall effect the cancellation of all Company Options in accordance with the terms of the Option Cancellation Agreements. The Parties acknowledge and agree that (a) the Arrangement will result in a “change of control” for purposes of the outstanding Company Options, (b) the Company’s board of directors has approved the vesting of all outstanding Company Options effective immediately prior to the Effective Time and conditional upon the subsequent consummation of the Arrangement and (c) the Company’s board of directors may approve such other matters as may be necessary in order that all such outstanding Company Options will be fully vested, and may be exercised before, the Effective Time in accordance with their terms or the Option Cancellation Agreements. The Parties acknowledge that no deduction will be claimed by the Company in respect of any payment made to a holder of Company Options in computing the Company’s taxable income under the Income Tax Act (Canada), and that holders of Company Options shall be entitled to claim any deductions available to such persons pursuant to the Income Tax Act (Canada) in respect of the calculation of any benefit arising from the surrender of Company Options.

1.14 Escrow Arrangements. On the Effective Date, the Parent and/or the Buyer shall deliver to the Escrow Agent the Original Escrow Amount for the purpose of (a) providing security for any adjustment to the amount of the Purchase Price pursuant to Section 1.11 and (b) securing the indemnification obligations of the Company Shareholders set forth in Article VI.

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The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

1.15 Representatives.

(a) In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Final Closing Adjustment and the Adjusted Purchase Price, (ii) the waiver of any condition to the obligations of the Company and the Company Shareholders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for which the Company Shareholders may be required to indemnify the Parent or the Buyer pursuant to this Agreement, the Representatives, by virtue of the approval of this Agreement and the transactions contemplated hereby, are irrevocably constituted and appointed (subject to Section 1.15(c)) as the true, exclusive and lawful representatives, attorneys-in-fact and agents for the Company Shareholders in connection with the provisions hereof.

(b) Representatives are hereby authorized (i) to make all decisions relating to the determination of the Final Closing Adjustment and the Adjusted Purchase Price pursuant to Section 1.11, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Company Shareholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Shareholders may be required to indemnify the Parent or the Buyer pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Shareholders by the terms of this Agreement.

(c) As long as there are three (3) Representatives, the Representatives shall act by majority action. If there are fewer than three (3) Representatives, the Representatives shall act by unanimous action. In the event that any Representative becomes unable to perform his responsibilities hereunder or resigns from such position, the Company Shareholders (acting pursuant to a written authorization from Company Shareholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares on a fully diluted basis) may select another representative to fill the vacancy of the Representative initially appointed, and such substituted representative shall be deemed to be a Representative for all purposes of this Agreement and the documents delivered pursuant hereto. Until such time as the replacement Representative(s) shall have been appointed, the remaining Representative shall have the full power and authority, acting alone, to act for all the Representatives.

(d) A decision, act, consent, instruction or action of the Representatives, including any agreement among the Representatives, on the one hand, and the Parent and the Buyer, on the other hand, relating to the determination of the Final Closing Adjustment, the Adjusted Purchase Price or the defense or settlement of any claims for which the Company Shareholders may be required to indemnify the Parent or the Buyer pursuant to Article VI hereof, shall constitute a decision, act, consent, instruction or action of all Company Shareholders and

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shall be binding and conclusive upon each of such Company Shareholders and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Company Shareholder. The Parent, the Buyer and the Escrow Agent are hereby relieved from any liability to any Company Shareholder for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representatives.

(e) Without limiting the foregoing, it is hereby agreed that:

(i) the Parent and the Buyer shall be able to rely conclusively on the instructions and decisions of the Representatives as to the determination of the Final Closing Adjustment and the Adjusted Purchase Price, the settlement of any claims for indemnification by the Parent and the Buyer pursuant to Article VI or any other actions required or permitted to be taken by the Representatives hereunder, and no party shall have any cause of action against the Parent or the Buyer for any action taken by the Parent or the Buyer in reliance upon the instructions or decisions of the Representatives;

(ii) no Company Shareholder shall have any cause of action against any Representative for any action taken, decision made or instruction given by such Representative under this Agreement, except for fraud or willful breach of this Agreement by the Representative. The Representatives shall not be liable to any Company Shareholder for any action taken or omitted to be taken by them in connection with this Agreement in good faith and in the exercise of their reasonable judgment. The Representatives may, at their expense (subject to their rights of indemnification from the Company Shareholders below), at any time consult with independent legal counsel of their own choice in any such matters, shall, as among the Company Shareholders, have full and complete authorization and protection from any action taken or omitted by them in accordance with the advice of such legal counsel, and shall incur no liability to any Company Shareholder for any delay reasonably required to obtain the advice of any such legal counsel. The Company Shareholders shall be jointly and severally liable and shall indemnify the Representatives for, and hold them harmless against, any loss, liability, cost or expense (including reasonable fees and disbursements of legal counsel), reasonably incurred by them without gross negligence, bad faith, fraud or willful misconduct on their part, arising out of or in connection with this Agreement, the Plan of Arrangement or the Escrow Agreement, including the costs and expenses of defending themselves against any claim or liability in connection with any such matter and the Representatives shall first access the Representatives Escrow Amount and, if applicable, any portion of the Escrow Fund otherwise to be distributed to the Company Shareholders, to fund such indemnity before attempting to collect any claim directly from any Company Shareholder;

(iii) the provisions of this Section 1.15 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Shareholder may have in connection with the transactions contemplated by this Agreement and the Plan of Arrangement;

(iv) remedies available at Law for any breach of the provisions of this Section 1.15 are inadequate; therefore, the Parent, the Buyer and the Representatives shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either of them brings an action to enforce the provisions of this Section 1.15; and

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(v) the provisions of this Section 1.15 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Shareholder, and any references in this Agreement to a Company Shareholder or the Company Shareholders shall mean and include the successors to the Company Shareholder’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

1.16 Arrangement binding on Company Shareholders . For greater certainty:

(a) this Arrangement Agreement is intended to constitute a purchase and sale agreement relating to the US Assets and the Company Shares, the terms and conditions of which shall include the provisions of the Plan of Arrangement;

(b) subject to the Plan of Arrangement taking effect, the execution of this Agreement by the Representatives will be deemed to be and to have always been an execution of such purchase and sale agreement described in clause (a) on behalf of each Company Shareholder; and

(c) subject to the Plan of Arrangement taking effect, each such Company Shareholder will be deemed to be and to have always been a party to such purchase and sale agreement described in clause (a) effective on and after the date of this Agreement and, without limiting the generality of the forgoing, each such Company Shareholder shall be bound by the provisions of Article VI and Sections 1.15 and 1.16 of this Agreement.

1.17 Dissenting Shares . The Company shall promptly advise Buyer and Parent of any written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Law, will provide Parent and Buyer with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not settle any claims with respect to the Dissent Rights without first receiving the approval of Parent and Buyer.

1.18 Parent Guarantee. The Parent hereby unconditionally and irrevocably guarantees in favour of the Company the due and punctual performance by the Buyer of each covenant and obligation of the Buyer arising under this Agreement and the Plan of Arrangement, including the due and punctual payment of the consideration required to acquire the Company Shares pursuant to the Arrangement. The Parent hereby agrees that the Company will not have to proceed first against the Buyer before exercising its rights under this guarantee against the Parent.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer and Parent that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article II. The disclosures in any section or paragraph of the Disclosure Schedule shall qualify only (a) the corresponding section or paragraph in this Article II, and (b) other sections or paragraphs in this Article II to the extent that it is clear from a reading of the disclosure that such disclosure also qualifies or applies to such other section or paragraph.

2.1 Organization, Qualification and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the Laws of Canada. The Company is duly qualified to conduct business as now conducted and is in good standing under the Laws of each jurisdiction listed in Section 2.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of the Company’s businesses as now conducted or the ownership or leasing of its properties requires such qualification. The Company has all requisite power and authority (corporate and other) to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished to the Parent and the Buyer complete and accurate copies of its articles and by-laws, each as amended to date. The Company is not in default under or in violation of any provision of its articles or by-laws.

2.2 Capitalization .

(a) The authorized share capital of the Company consists of (i) an unlimited number of Common Shares, of which, as of the date of this Agreement, 18,644,707 Common Shares were issued and outstanding, and (ii) an unlimited number of Preferred Shares, of which, as of the date of this Agreement, none were issued and outstanding.

(b) Section 2.2(b) of the Disclosure Schedule sets forth a complete and accurate list, as of January 4, 2013, of the holders of shares in the capital of the Company, showing the number of shares, and the class or series of such shares, held by each shareholder and (for shares other than Common Shares) the number of Common Shares (if any) into which such shares are convertible. Section 2.2(b) of the Disclosure Schedule also indicates all outstanding Company Shares that constitute restricted stock or that are otherwise subject to a Company repurchase or redemption right, indicating the name of the applicable shareholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the issued and outstanding shares of the Company have been and on the Closing Date will be duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. All of the issued and outstanding shares in the capital of the Company have been offered, issued and sold by the Company in compliance with all applicable Securities Laws.

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(c) Section 2.2(c) of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of: (i) all Company Stock Plans (other than any Company Stock Plans which have previously expired or have otherwise been terminated and under which the Company does not have any remaining rights or obligations), indicating for each Company Stock Plan the number of Company Shares issued to date under such Plan, the number of Company Shares subject to outstanding options under such Plan and the number of Company Shares reserved for future issuance under such Plan and (ii) all holders of outstanding Company Options, indicating with respect to each Company Option the Company Stock Plan under which it was granted, the number of Company Shares subject to such Company Option, the exercise price, the date of grant, and the vesting schedule (including any acceleration provisions with respect thereto). The Company has provided to the Parent and the Buyer complete and accurate copies of all existing Company Stock Plans and forms of all stock option agreements evidencing outstanding Company Options. All of the shares in the capital of the Company subject to outstanding Company Options will be, upon issuance pursuant to the exercise of such instruments in accordance with their terms, duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights.

(d) With respect to the outstanding Company Options, (i) each grant was made in accordance with the terms of the applicable Company Stock Plan, and all applicable Laws, (ii) the per share exercise price of each Company Option was not less than the fair market value of a Company Share issuable upon exercise of the Option on the applicable grant date, and (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.

(e) Except as set forth in Sections 2.2(c) or 2.2(e) of the Disclosure Schedule, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares in the capital of the Company is authorized or outstanding pursuant to any arrangement to which the Company is a party or otherwise bound, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares in its capital any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares in the capital of the Company or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.

(f) There is no agreement, written or oral, between the Company and any holder of its securities, or, to the Company’s Knowledge, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag along” rights), registration under applicable Securities Laws, or voting, of the shares in the capital of the Company.

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2.3 Authorization . The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements to which it will be a party as contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other agreements to which it will be a party as contemplated hereby and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, other than the approval of the Company Shareholders of the transactions contemplated hereby. This Agreement and all other agreements contemplated hereby have been or will be as of the Closing Date duly and validly executed and delivered by the Company and constitutes or will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

2.4 Noncontravention .

(a) Subject to compliance with the applicable requirements of any applicable Securities Laws, neither the execution and delivery by the Company of this Agreement, nor the performance by the Company of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby, will:

(i) conflict with or violate any provision of the articles or by-laws of the Company, each as amended or restated to date, or the articles or by-laws (or comparable organizational documents) of any Subsidiary, each as amended or restated to date;

(ii) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity;

(iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the assets of the Company or any Subsidiary are subject;

(iv) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary; or

(v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets.

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(b) Section 2.4 of the Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the consummation by the Company of the transactions contemplated by this Agreement.

2.5 Subsidiaries .

(a) Section 2.5 of the Disclosure Schedule sets forth: (i) the name of each Subsidiary; (ii) the number and type of outstanding equity securities of each Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Subsidiary; (iv) the names of the officers and directors of each Subsidiary; and (v) the jurisdictions in which each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity.

(b) Each Subsidiary is a corporation duly organized, validly existing and in corporate good standing under the Laws of the jurisdiction of its incorporation. Each Subsidiary is duly qualified to conduct business as now conducted by it and is in corporate good standing under the Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer and Parent complete and accurate copies of the charter, by-laws or other organizational documents of each Subsidiary. No Subsidiary is in default under or in violation of any provision of its charter, by-laws or other organizational documents. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All shares of each Subsidiary that are held of record or owned beneficially by either the Company or any Subsidiary are held or owned free and clear of any restrictions on transfer (other than restrictions under applicable Securities Laws), claims, Security Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary.

(c) The Company does not own or control directly or indirectly or have any direct or indirect equity participation or similar interest in any other corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary.

2.6 Financial Statements .

(a) The Company has provided to the Buyer the Financial Statements. The Financial Statements (i) comply as to form with all applicable accounting requirements and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise explicitly disclosed in such Financial Statements or the

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notes thereto, as applicable); provided , however , that the Financial Statements referred to in clause (b) of the definition of such term are subject to normal recurring year-end adjustments (which, in the aggregate, will not be material) and do not include footnotes.

(b) Each of the Financial Statements fairly presents the consolidated assets, liabilities, business, financial condition, results of operations and cash flows of the Company and the Subsidiaries as of the date thereof and for the period referred to therein, and is consistent with the books and records of the Company and the Subsidiaries. The accruals for vacation expenses, severance payments and Taxes are accounted for on the Most Recent Balance Sheet and are adequate and properly reflect the expenses associated therewith in accordance with GAAP.

(c) The Company and each Subsidiary maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company in accordance with GAAP and to maintain accountability for the assets of the Company and each Subsidiary, (iii) access to assets of the Company and each Subsidiary is permitted only in accordance with management’s general or specific authorization, (iv) the reporting of assets of the Company and each Subsidiary is compared with existing assets at regular intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

(d) The Company and each Subsidiary maintains disclosure controls and procedures that are designed to provide adequate assurance that all material information concerning the Company and the Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s financial statements. The Company has made available to the Parent and the Buyer copies of all written policies, manuals and other documents promulgating such disclosure controls and procedures.

(e) Section 2.6(e) of the Disclosure Schedule lists, and the Company has delivered to the Parent and the Buyer copies of the documentation creating or governing, all securitization transactions and “off balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K of the SEC) effected by the Company or any Subsidiary.

(f) Section 2.6(f) of the Disclosure Schedule identifies any outstanding loan or extension of credit maintained by the Company or any Subsidiary for any director or executive officer of the Company or any Subsidiary.

(g) KPMG LLP, the Company’s auditors, is and has been at all times since its engagement by the Company “independent” with respect to the Company and the Subsidiaries within the meaning of the rules of professional conduct prescribed by the Institute of Chartered Accountants of British Columbia, and there have been no reportable events (as defined in applicable Canadian Securities Laws) with the Company’s auditors in the two (2) most recently completed financial years or for any period subsequent to the last completed financial year.

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2.7 Absence of Certain Changes . Since December 31, 2011, (a) there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Company Material Adverse Effect, and (b) neither the Company nor any Subsidiary has taken any of the actions set forth in paragraphs (a) through (r) of Section 4.3.

2.8 Undisclosed Liabilities . Neither the Company nor any Subsidiary has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the Most Recent Balance Sheet, a copy of which is attached to Section 2.8 of the Disclosure Schedule, (b) liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business and which are similar in nature and amount to the liabilities that arose during the comparable period of time in the immediately preceding fiscal period, (c) contractual and other liabilities incurred in the Ordinary Course of Business that are not required by GAAP to be reflected on a balance sheet and that are not in the aggregate material and (d) contractual liabilities under the terms of this Agreement.

2.9 Tax Matters . The Company’s representations and warranties in this Section 2.9 do not reflect the Tax impact of the sale of the US Assets to the Parent in accordance with the provisions of the Plan of Arrangement and the Buyer and the Parent shall not be permitted to fail to close or seek any claim for indemnification as a result of any inaccuracy in or breach of the representations and warranties in this Section 2.9 to the extent arising as a result of the sale of the US Assets to the Buyer in accordance with the Plan of Arrangement.

(a) The Company and each Subsidiary has properly filed on a timely basis all Tax Returns that it was required to file, and all such Tax Returns were true, correct and complete. No Subsidiary is or has ever been a member of a group of corporations (other than a group in which the Company is the parent corporation) with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns. The Company and the Subsidiaries have paid on a timely basis all Taxes (including installments on account of Taxes) that were due and payable. The unpaid Taxes of the Company and the Subsidiaries for Tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet and all unpaid Taxes of the Company and each Subsidiary for all Tax periods commencing after the date of the Most Recent Balance Sheet arose in the Ordinary Course of Business. Neither the Company nor any Subsidiary has any actual or potential liability under section 160 of the Tax Act, Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, provincial, state, local or foreign Law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any Person other than the Company or a Subsidiary. Neither the Company nor any Subsidiary is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement. All Taxes that the Company and the Subsidiaries were required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity, and the Company and each Subsidiary has complied with all information reporting and backup withholding requirements,

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including the maintenance of required records with respect thereto, in connection with amounts paid to any past or present shareholder, director, officer, agent, employee, independent contractor, creditor, or other third party.

(b) The Company has delivered or made available to the Parent and the Buyer (i) complete and correct copies of all Tax Returns of the Company and the Subsidiaries relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired and (ii) complete and correct copies of all advance tax rulings, private letter rulings, technical interpretation, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, objections, petitions, appeals, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of the Company or a Subsidiary relating to Taxes for all taxable periods for which the statute of limitations has not yet expired. The Canadian federal income Tax Returns of the Company and each Subsidiary have been assessed or audited by the Canada Revenue Agency or the relevant foreign Governmental Entity, as applicable, or are closed by the applicable statute of limitations for all taxable years through the taxable year specified in Section 2.9(b) of the Disclosure Schedule. No examination, audit assessment or reassessment of any Tax Return of the Company or any Subsidiary by any Governmental Entity is currently in progress or, to the Knowledge of the Company, threatened. Neither the Company nor any Subsidiary has been informed in writing by any jurisdiction in which the Company or any Subsidiary did not file a Tax Return that the jurisdiction believes that the Company or such Subsidiary was required to file any Tax Return that was not filed or is subject to Tax in such jurisdiction. Neither the Company nor any Subsidiary has (x) waived any statute of limitations with respect to Taxes or agreed to extend the period for assessment, reassessment or collection of any Taxes, which waiver or extension is still in effect, (y) requested any extension of time within which to file any Tax Return or objection, which Tax Return or objection has not yet been filed, or (z) executed or filed any power of attorney with any taxing authority which is still in effect.

(c) The US Subsidiary has not made any payment, is not obligated to make any payment and is not a party to any agreement that could obligate it to make any payment that may be treated as an “excess parachute payment” under Section 280G of the Code (without regard to Sections 280G(b)(4) and 280G(b)(5) of the Code). The US Subsidiary is not and has never been a member of a group of corporations with which it has filed (or been required to file) U.S. consolidated federal income Tax Return.

(d) None of the assets of the Company or any Subsidiary (i) is property that is required to be treated as being owned by any other Person pursuant to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code or (iv) is subject to a lease under Section 7701(h) of the Code or under any predecessor section.

(e) There is no contract, agreement, plan or arrangement, covering any employee or former employee of the Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company as an expense under applicable Law other than reimbursements of a reasonable amount of entertainment expenses and other non-deductible expenses that are commonly paid by similarly situated businesses in reasonable amounts.

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(f) Neither the Company nor any Subsidiary is a “consenting corporation” within the meaning of former Section 341(f) of the Code, and none of the assets of the Company are subject to an election under former Section 341(f) of the Code. Neither the Company nor any Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

(g) The US Subsidiary has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

(h) The US Subsidiary has never participated in an international boycott as defined in Section 999 of the Code.

(i) Neither the Company nor any Subsidiary is a party to a lease that is treated as a “Section 467 rental agreement” within the meaning of Section 467(d) of the Code.

(j) The US Subsidiary has never distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of the US Subsidiary been distributed, in a transaction to which Section 355 of the Code applies (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

(k) Section 2.9(k) of the Disclosure Schedule sets forth each jurisdiction (other than its jurisdiction of incorporation or, with respect to a United States Subsidiary, other than United States federal) in which the Company and each Subsidiary files a Tax Return and each jurisdiction that has sent written notices or written communications of any kind requesting information relating to the Company’s nexus with such jurisdiction. Section 2.9(k) of the Disclosure Schedule lists all Tax Returns (and their respective due dates without regard to extensions) required to be filed by the Company or any Subsidiary for periods beginning before the Closing Date that will not be filed on or before the Closing Date.

(l) Neither the Company nor any Subsidiary (i) is a party to any joint venture, partnership, or other arrangement that is treated as a partnership for United States federal income Tax purposes, (ii) has made an entity classification (“check-the-box”) election under Section 7701, (iii) is or has ever been a shareholder of a “controlled foreign corporation” as defined in Section 957 of the Code (or any similar provision of state, local or foreign Law), or (iv) is or has ever been a shareholder in a “passive foreign investment company” within the meaning of Section 1297 of the Code

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(m) The US Subsidiary has never incurred (or been allocated) an “overall foreign loss” as defined in Section 904(f)(2) of the Code that has not been previously recaptured in full as provided in Sections 904(f)(1) and/or 904(f)(3) of the Code.

(n) Neither the Company nor any Subsidiary has or has had a permanent establishment in any foreign country as defined in any applicable Tax treaty or convention between the country under the laws of which it is resident and such foreign country.

(o) Neither the Company nor any Subsidiary is a party to a gain recognition agreement under Section 367 of the Code.

(p) Neither the Company nor any Subsidiary has, prior to the Closing Date, claimed any reserve or deduction, accelerated any deduction or made any election under any provision of the Tax Act or the Code (or any other provincial, state, local or foreign Tax Law) that would have the effect of deferring income that has been economically accrued in a period ending on or prior to the Closing Date to a fiscal period ending after the Closing Date or accelerating a deduction from a fiscal period ending after the Closing Date to a period ending on or prior to the Closing Date. The US Subsidiary will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (ii) installment sale or other open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date, (iv) election made pursuant to Section 108(i) of the Code on or prior to the Closing Date or (v) adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax Law).

(q) There are no circumstances which exist and would result in, or which have existed and resulted in, the application of any of section 17, subsection 18(4) or sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act or any equivalent provision of the taxation legislation of any province or any other jurisdiction, to the Company or to any Subsidiary.

(r) There are no liens or other encumbrances with respect to Taxes upon any of the assets or properties of the Company or any Subsidiary, other than with respect to Taxes not yet due and payable.

(s) No holder of Company Shares holds any Company Shares that are non-transferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code with respect to which a valid election under Section 83(b) of the Code has not been made.

(t) Neither the Company nor any Subsidiary is or ever has been a party to a transaction or agreement that is in conflict with the Tax rules on transfer pricing in any relevant jurisdiction. The Company and each Subsidiary has maintained contemporaneous documentation (including any applicable transfer pricing studies) in connection with any non-arm’s length or related party transactions in accordance with Sections 247 of the Tax Act and any comparable provisions of any other Tax Law.

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(u) Neither the Company nor any Subsidiary has ever engaged in any “reportable transaction” or “listed transaction” for purposes of Treasury Regulation sections 1.6011-4(b) or 301.6111-2(b)(2) or any analogous provision of state, local or foreign Law. The Company and each Subsidiary has disclosed on its U.S. federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

(v) Section 2.9(v) of the Disclosure Schedule sets forth a complete and accurate list of all agreements, rulings, settlements or other Tax documents relating to Tax incentives between the Company or any Subsidiary and a Governmental Entity.

(w) The Company Shares do not, and have not at any particular time during the sixty (60) months prior to the Closing Date, derived, directly or indirectly, more than 50% of their fair market value from one or any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties, or (iv) options in respect of, interests in or civil law rights in any of the foregoing, whether or not the property exists, as such terms are defined for purposes of the definition of “taxable Canadian property” in Subsection 248(1) of the Tax Act.

(x) The aggregate amount of expenditures qualifying as research and development expenditures under the Tax Act and the relevant provincial Tax Laws incurred by the Company in taxation years ending on or prior to December 31, 2011 which were not deducted for Canadian income tax purposes and are available to be applied against taxable income for taxation years subsequent to the taxation year ending December 31, 2011 for Canadian federal income tax purposes and for provincial income tax purposes have been provided to the Parent and the Buyer.

(y) All research and development investment tax credits were claimed by the Company in accordance with the Tax Act and the relevant provincial Tax Laws and the Company satisfied at all times the relevant criteria and conditions entitling it to such investment tax credits. All refunds of investment tax credits received or receivable by the Company in any taxation year were claimed in accordance with the Tax Act and the relevant provincial Tax Laws and the Company satisfied at all times the relevant criteria and conditions entitling it to claim a refund of such investment tax credits.

(z) The Company has not made an election under Section 897(i) of the Code to be treated as a domestic corporation for U.S. tax purposes.

2.10 Assets .

(a) The Company or the applicable Subsidiary is the true and lawful owner of, and has good title to, all of the assets (tangible or intangible) purported to be owned by the Company or such Subsidiary, free and clear of all Security Interests; provided that no representation is made in this sentence as to the Company Owned Intellectual Property. The Company and each Subsidiary owns or leases all tangible assets sufficient for the conduct of its businesses as presently conducted and as presently proposed to be conducted, which tangible

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assets are reflected in the Financial Statements (other than to the extent disposed of in the Ordinary Course of Business). Each such tangible asset is free from defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.

(b) Section 2.10(b) of the Disclosure Schedule lists individually (i) all fixed assets (within the meaning of GAAP) of the Company or the Subsidiaries, indicating the cost, accumulated book depreciation (if any) and the net book value of each such fixed asset as of the Most Recent Balance Sheet Date, and (ii) all other assets of a tangible nature (other than inventories) of the Company or the Subsidiaries.

(c) Each item of equipment, motor vehicle and other asset that the Company or a Subsidiary has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, upon its return to its lessor or owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable lease or contract, the obligations of the Company or such Subsidiary to such lessor or owner will have been discharged in full.

2.11 Owned Real Property . Neither the Company nor any Subsidiary owns, or has ever owned, any real property.

2.12 Real Property Leases . Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

(a) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered;

(b) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered;

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(c) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease;

(d)(i) there are no oral agreements or forbearance programs in effect as to such Lease and (ii) neither the Company nor any Subsidiary has any disputes with the landlord and, to the Knowledge of the Company, the landlord does not have any disputes with the Company or any Subsidiary;

(e) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;

(f) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities;

(g) the Company or the applicable Subsidiary has adequate rights of ingress and egress into the properties leased thereunder for purposes of the operation of the business in the Ordinary Course of Business;

(h) the Company has no Knowledge of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto;

(i) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; and

(j) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease.

2.13 Intellectual Property .

(a) Section 2.13(a) of the Disclosure Schedule lists all Company Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. All assignments of Company Registrations to the Company or any Subsidiary have been properly executed and, where registration of such assignments is necessary or useful to preserve the rights of Company or any Subsidary in the relevant Company Registration, recorded. All issued patents included in the Company Registrations are valid and enforceable. All issuance, renewal, maintenance and other payments that are or have become due with respect to the Company Registrations have been timely paid by or on behalf of the Company.

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(b) The Company has not received notice of and has no Knowledge of any inventorship challenges, opposition, nullity, expungement or invalidity proceedings or interferences declared or commenced and to the Knowledge of the Company there are no such proceedings or interferences, threatened, with respect to any Patent Rights included in the Company Registrations. The Company and the Subsidiaries have complied with their duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent or trademark office with respect to all patent and trademark applications filed by or on behalf of the Company or any Subsidiary and have made no material misrepresentation in such applications. The Company has no Knowledge of any information that would preclude the Company or any Subsidiary from obtaining the rights granted by the Company Registrations or affecting the patentability or enforceability of the Company Registrations.

(c) Each item of Company Intellectual Property will be owned or available for use by the Buyer or Parent or a subsidiary of either of them following the Closing on substantially identical terms and conditions as it was available to the Company or a Subsidiary, as applicable, immediately prior to the Closing. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests, and all joint owners of the Company Owned Intellectual Property are listed in Section 2.13(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner so done currently, (ii) to Exploit the Internal Systems as they are currently used and (iii) otherwise to conduct the Company’s business in the manner currently conducted.

(d) The Company or the appropriate Subsidiary, as applicable, has taken all commercially reasonable measures to protect the proprietary nature of each item of Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Company and each Subsidiary has complied with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the Knowledge of the Company, threatened against the Company or any Subsidiary. To the Knowledge of the Company, there has been no: (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Company or any Subsidiary, or (ii) breach of the Company’s or any Subsidiary’s security procedures wherein confidential information has been disclosed to a third Person. The Company and each Subsidiary has complied with its obligations under the Trade Marks Act (Canada) and other applicable Canadian Law with respect to its Canadian registered Trademarks, and the Laws of Canada or other jurisdictions where its Trademarks are registered or where it has common law Trademarks, to control the quality of all goods and services sold, distributed or marketed under each such Trademark that it has licensed to others to ensure that such Trademarks are not deemed to be abandoned.

(e) None of the Customer Offerings, or the Exploitation thereof by the Company or the Subsidiaries or by any reseller, distributor, customer or user thereof, or any

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other activity of the Company or the Subsidiaries, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. None of the Internal Systems, or the Company’s or any Subsidiary’s past or current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with their business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.13(e) of the Disclosure Schedule lists any complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company or any Subsidiary alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Company or any Subsidiary from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Parent or the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions (provided to Buyer’s counsel to protect privilege), studies, market surveys and analyses relating to any such alleged or potential infringement, violation or misappropriation.

(f) To the Knowledge of the Company, no Person (including any current or former employee or consultant of Company or the Subsidiaries) or entity is infringing, violating or misappropriating any of the Company Owned Intellectual Property or any Company Licensed Intellectual Property which is exclusively licensed to the Company or any Subsidiary. The Company has provided to the Parent or the Buyer copies of all correspondence, analyses, legal opinions (provided to Buyer’s counsel to protect privilege), complaints, claims, notices or threats concerning the infringement, violation or misappropriation of any Company Owned Intellectual Property.

(g) Section 2.13(g) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Company or any Subsidiary has assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property (other than non-exclusive licenses to end user customers entered into in the Ordinary Course of Business). Except as described in Section 2.13(g) of the Disclosure Schedule, neither the Company nor any Subsidiary has agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or otherwise with respect to any third party Intellectual Property rights. Except as set forth in Section 2.13(g) of the Disclosure Schedule, or pursuant to customer contracts entered into in the Ordinary Course of Business on the Company’s standard form of agreement (a true and correct copy of which has been made available to the Buyer), neither the Company nor any Subsidiary is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.

(h) Section 2.13(h) of the Disclosure Schedule identifies (i) each item of Company Licensed Intellectual Property and the license or agreement pursuant to which the Company or any Subsidiary Exploits it (excluding currently-available, off-the-shelf software programs that are part of the Internal Systems and are licensed by the Company or any Subsidiary pursuant to “shrink wrap” or other standard form non-exclusive licenses, the total fees

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associated with which are less than $5,000) and (ii) each agreement, contract, assignment or other instrument pursuant to which the Company or any Subsidiary has obtained any joint or sole ownership interest in or to each item of Company Owned Intellectual Property. No third party inventions, methods, services, materials, processes or Software are included in or required to Exploit the Customer Offerings or Internal Systems, except as specifically set forth in Section 2.13(h) of the Disclosure Schedule.

(i) Neither the Company nor any Subsidiary has licensed, distributed or disclosed, and to the Knowledge of the Company there has been no distribution or disclosure by others (including its and the Subsidiaries’ employees and contractors) of, the Company Source Code to any Person, except pursuant to the agreements listed in Section 2.13(i) of the Disclosure Schedule, and the Company and the Subsidiaries have taken all commercially reasonable physical and electronic security measures to prevent disclosure of such Company Source Code. No event has occurred, and to the Knowledge of the Company no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of such Company Source Code or any confidential information with respect thereto by the Company, the Subsidiaries, their escrow agent(s) or any other Person to any third party.

(j) Except for Company Licensed Intellectual Property, all of the Software and Documentation comprising, incorporated in or bundled with the Customer Offerings or Internal Systems have been designed, authored, tested and debugged by regular employees of the Company or a Subsidiary within the scope of their employment or by independent contractors of the Company or a Subsidiary who have executed valid and binding agreements expressly assigning all right, title and interest in such copyrightable materials to the Company or a Subsidiary, waiving their non-assignable rights (including moral rights) in favor of the Company or a Subsidiary and its permitted assigns and licensees, and have no residual claim to such materials.

(k) Section 2.13(k) of the Disclosure Schedule lists all Open Source Materials that the Company or the Subsidiaries have utilized in any way in the Exploitation of Company Offerings or Internal Systems and describes the manner in which such Open Source Materials have been utilized, including whether and how the Open Source Materials have been modified and/or distributed by the Company or the Subsidiaries. Neither the Company nor any Subsidiary has (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the Company or any Subsidiary; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company or any Subsidiary with respect to the Customer Offerings or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

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(l) To the extent legally required to assign his or her rights, each current or former employee of the Company or any Subsidiary and each current or former independent contractor of the Company or any Subsidiary has executed a valid, binding and enforceable, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered, written agreement expressly assigning to the Company or such Subsidiary all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such employee’s employment and within the scope of such employee’s job description or such independent contractor’s work for the Company or the relevant Subsidiary, and all Intellectual Property rights therein, and has waived all moral rights therein to the extent legally permissible.

(m) The Customer Offerings, and the Internal Systems to the extent that they comprise the Company Owned Intellectual Property, are free from defects in design, workmanship and materials and conform to the written Documentation and specifications therefor. The Customer Offerings, the Internal Systems to the extent that they comprise the Company Owned Intellectual Property, and to the Company’s Knowledge with respect to the Internal Systems to the extent that they do not comprise the Company Owned Intellectual Property, do not contain any disabling device, virus, worm, back door, Trojan horse or other disruptive or malicious code that may or are intended to impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data. The Company and the Subsidiaries have not received any warranty claims, contractual terminations or requests for settlement or refund due to the failure of the Customer Offerings to meet their specifications or otherwise to satisfy end user needs or for harm or damage to any third party except as set forth in Section 2.13(m) of the Disclosure Schedule.

(n) The Company and the Subsidiaries have neither sought, applied for nor received any support, funding, resources or assistance from any federal, state, local or foreign governmental or quasi-governmental agency or funding source in connection with the Exploitation of the Customer Offerings, the Internal Systems or any facilities or equipment used in connection therewith.

2.14 Inventory . All inventory of the Company and the Subsidiaries, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written-off or written-down to net realizable value on the Most Recent Balance Sheet. All inventories not written-off have been priced on an average cost basis. The quantities of each type of inventory, whether raw materials, work-in-process or finished goods, are not excessive in the present circumstances of the Company and the Subsidiaries.

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2.15 Contracts .

(a) Section 2.15(a) of the Disclosure Schedule lists the following agreements (each a “ Contract ”) to which the Company or any Subsidiary is a party and under which the Company or any Subsidiary has any remaining rights or obligations:

(i) any agreement (or group of related agreements) for the lease of personal property from or to third parties;

(ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $50,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;

(iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(iv) any agreement (or group of related agreements) under which the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible;

(v) any agreement for the disposition of any significant portion of the assets or business of the Company or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business);

(vi) any agreement concerning confidentiality, noncompetition or non-solicitation (other than confidentiality agreements with customers or employees of the Company or any Subsidiary set forth in the Company’s or the applicable Subsidiary’s standard terms and conditions of sale or standard form of employment agreement, copies of which have previously been delivered to the Parent and the Buyer);

(vii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement;

(viii) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled);

(ix) any agreement involving any current or former officer, director or shareholder of the Company or any Affiliate thereof;

(x) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect;

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(xi) any agency, distributor, sales representative, franchise, OEM or similar agreements to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound;

(xii) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business);

(xiii) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company or any of the Subsidiaries or the Parent, the Buyer or any of their respective subsidiaries as currently conducted and as currently proposed to be conducted; and

(xiv) any other agreement (or group of related agreements) either involving more than $50,000 or not entered into in the Ordinary Course of Business.

(b) The Company has delivered to the Parent and the Buyer a complete and accurate copy of each Contract (as amended to date). With respect to each Contract: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered; (ii) the Contract will continue to be legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered; and (iii) neither the Company, any Subsidiary nor, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Contract, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company, any Subsidiary or, to the Knowledge of the Company, any other party under such Contract.

(c) Neither the Company nor any Subsidiary is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 2.15(a) of the Disclosure Schedule under the terms of Section 2.15(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss or (ii) for which the customer has already been billed or paid that have not been fully accounted for on the Most Recent Balance Sheet.

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2.16 Accounts Receivable . Except in the case of the accounts receivable identified as “Deferred Accounts Receivable” in Section 2.16 of the Disclosure Schedule, all accounts receivable of the Company and the Subsidiaries reflected on the Most Recent Balance Sheet (other than those paid since such date) are valid receivables subject to no setoffs or counterclaims and are current and collectible (within 90 days after the date on which it first became due and payable), net of the applicable reserve for bad debts on the Most Recent Balance Sheet. A complete and accurate list of the accounts receivable as at October 31, 2012, showing the aging thereof, is included in Section 2.16 of the Disclosure Schedule. Except for such deferred accounts receivable, all accounts receivable of the Company and the Subsidiaries that have arisen since the Most Recent Balance Sheet Date are valid receivables subject to no setoffs or counterclaims and are collectible (within 90 days after the date on which it first became due and payable), net of a reserve for bad debts related to such accounts receivable in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. All such deferred accounts receivable are valid receivables subject to no setoffs or counterclaims and are collectible within the earlier to occur of (a) the date set forth in Section 2.16 of the Disclosure Schedule and (b) the date 15 months after the Closing. Neither the Company nor any Subsidiary has received any written notice from an account debtor stating that any account receivable in an amount in excess of $5,000 is subject to any contest, claim or setoff by such account debtor.

2.17 Powers of Attorney . There are no outstanding powers of attorney executed on behalf of the Company or any Subsidiary, except for those that (a) do not empower the holder(s) thereof to bind the Company or any Subsidiary to any obligations other than monetary obligations that, in the aggregate for all such powers of attorney, do not exceed $50,000; or (b) are customary in connection with the representation of the Company or any Subsidiary before a Governmental Entity in connection with any Company Registration.

2.18 Insurance . Section 2.18 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Company or any Subsidiary is a party, a named insured or otherwise the beneficiary of coverage, all of which are in full force and effect. Such insurance policies are of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of the Company and the Subsidiaries. All claims eligible to be asserted by the Company or any Subsidiary under any such policy have been asserted on a timely basis. There is no claim pending under any such policy as to which the underwriter has communicated to the Company or any Subsidiary that it is questioning, denying or disputing coverage. All premiums due and payable under all such policies have been paid or accrued, neither the Company nor any Subsidiary may be liable for retroactive premiums or similar payments, and the Company and the Subsidiaries are otherwise in compliance with the terms of such policies. The Company has no Knowledge of any threatened termination of, or premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 2.18 of the Disclosure Schedule identifies all claims asserted by the Company pursuant to any insurance policy since January 1, 2010 and describes the nature and status of each such claim.

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2.19 Litigation . There is no Legal Proceeding which is pending or has been threatened in writing against the Company or any Subsidiary. There are no judgments, orders or decrees outstanding against the Company or any Subsidiary.

2.20 Warranties .

(a) No service or product provided, manufactured, sold, leased, licensed or delivered by the Company or any Subsidiary is subject to any guaranty, warranty, right of return, right of credit, service level agreement obligation or other indemnity other than (i) the applicable standard terms and conditions of sale or lease of the Company, which are set forth in Section 2.20(a) of the Disclosure Schedule, and (ii) manufacturers’ warranties for which neither the Company nor any Subsidiary has any liability.

(b) Section 2.20(b) of the Disclosure Schedule sets forth the aggregate expenses incurred by the Company and the Subsidiaries in fulfilling their obligations under their guaranty, warranty, right of return, service level agreement credit and indemnity provisions during each of the fiscal years and the interim period through October 31, 2012; and the Company has no Knowledge of any reason why such expenses should significantly increase as a percentage of sales in the future.

(c) The reserve for warranty claims set forth on the Most Recent Balance Sheet and any reserves for warranty claims created by the Company in the Ordinary Course of Business subsequent to the Most Recent Balance Sheet Date are adequate and were calculated in accordance with GAAP consistently applied.

(d) Neither the Company nor any Subsidiary has any liability to any customer in connection with any service provided or product manufactured, sold, leased or delivered by the Company or a Subsidiary to provide the customer with any other services or products of the Company or a Subsidiary on pre-negotiated terms, including for upgrades to other services or products at prices below the Company’s or the Subsidiary’s, as the case may be, published price for such services or products. Neither the Company nor any Subsidiary has any liability to any customer in connection with any service provided or product manufactured, sold, leased or delivered by the Company other than those arising in the Ordinary Course of Business.

2.21 Employees .

(a) Section 2.21(a) of the Disclosure Schedule contains a correct and complete list of each employee and independent contractor of the Company and each Subsidiary at November 30, 2012, whether actively at work or not, showing the position, date of hire, salary, wage rates, commissions and consulting fees, bonus arrangements, benefits, ages, employment status (including whether the person is full-time or part time and whether such person is on leave of absence and the dates of such leave), location of employment, cumulative length of service with the Company or the applicable Subsidiary and whether they are subject to a written employment contract. Section 2.21(a) of the Disclosure Schedule contains for each employee their annual vacation entitlement in days, their accrued and unused vacation days as of November 30, 2012, any other annual paid time off entitlement in days and their accrued and unused days of such other paid time off as of November 30, 2012.

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(b) No employee of the Company or any Subsidiary has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance.

(c) Each current employee and consultant of the Company or any Subsidiary, and each former employee and consultant of the Company or any Subsidiary who has contributed to the development of any Company Intellectual Property, has entered into the Company’s or such Subsidiary’s standard form of confidentiality and assignment of inventions agreement, the form of which has been delivered to the Parent and the Buyer. Each such Person has waived its non-assignable rights (including moral rights) in any Intellectual Property created by it on behalf of the Company or such Subsidiary.

(d) To the Knowledge of the Company, no key employee or group of employees has any plans to terminate employment with the Company or any Subsidiary.

(e) The Company and the Subsidiaries are in compliance with all terms and conditions of employment and all applicable Laws relating to the employment of employees, including the hiring, classification and termination of employees, consultants and independent contractors, pay equity, wages, hours of work, overtime, human rights and occupational health and safety and there are no outstanding claims, complaints, investigations or orders under any such Laws and there is no basis for such claim.

(f) Neither the Company nor any Subsidiary has or is engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or threatened against the Company or any Subsidiary.

(g) Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement with respect to its employees nor is there any Contract with any employee association in respect of the employees of the Company or the Subsidiary.

(h) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company or any Subsidiary by way of certification, interim certification, voluntary recognition, or succession rights or has applied, or, to the Knowledge of the Company, threatened to apply to be certified as the bargaining agent of any employees of the Company or any Subsidiary. To the Knowledge of the Company, there are no threatened or pending union organizing activities involving any employees of the Company or any Subsidiary. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the Knowledge of the Company, threatened against the Company or any Subsidiary and no such event has occurred within the last five (5) years.

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(i) No trade union has applied to have the Company or any Subsidiary declared a common or related employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which the Company or any Subsidiary carries on business.

(j) None of the Company, any Subsidiary, any director, officer or other Designated Employee of the Company or any Subsidiary, or any Affiliate of any of the foregoing, has any existing undisclosed contractual relationship with the Company or a Subsidiary or owns, directly or indirectly, individually or collectively, any interest in any entity which is in a business similar or competitive to the business of the Company and the Subsidiaries.

(k) No employee of the Company or any Subsidiary is employed pursuant to a work permit issued by Canada Immigration or a temporary work authorization issued by the DOL or the United States Customs and Immigration Service, and Section 2.21(k) of the Disclosure Schedule discloses, in respect of each employee who is employed pursuant to any such work permit, the expiry date of such work permit and whether the Company or any Subsidiary has made any attempts to renew such work permit.

(l) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Company Plans have been paid or are accurately reflected in the books and records of the Company. The Company has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from its employees and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing.

(m) Section 2.21(m) of the Disclosure Schedule contains a complete and accurate list of all of the Company’s and each Subsidiary’s written employee handbooks, employment manuals, employment policies, or affirmative action plans. The Company does not have any unwritten employment policies, other than any such policies that do not provide benefits of more than $50,000 in the aggregate for all employees of the Company and its Subisdiaries for any calendar year.

(n) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or any other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary have been reassessed in the past three (3) years and to the Knowledge of the Company no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or, to the Knowledge of the Company, potential claims which may adversely affect the Company’s or any Subsidiary’s accident cost experience in respect of the business.

(o) The Company has provided copies of all orders and inspection reports under applicable occupational health and safety legislation (“ OHSA ”). There are no charges pending under OHSA. The Company and each Subsidiary has complied with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

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2.22 Employee Benefits .

(a) Section 2.22(a) of the Disclosure Schedule contains a complete and accurate list of all Company Plans. Complete and accurate copies of (i) all Company Plans which have been reduced to writing, together with all amendments thereto, (ii) written summaries of all unwritten Company Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R and (for all funded plans) all plan financial statements for the last five plan years for each Company Plan, (v) all reports regarding the satisfaction of the nondiscrimination requirements of Sections 410(b), 401(k), and 401(m) of the Code for the past five years, (vi) all disclosures received by the Company with respect to ERISA Section 408(b)(2) or provided by a Company Plan pursuant to ERISA Section 404(a) and (vii) any written or electronic communications from or to the Internal Revenue Service, the DOL or any other Governmental Entity with respect to a Company Plan (including any voluntary correction submissions), have been delivered to the Parent and the Buyer. All Company Plans comply with all applicable Law and have been established, registered, administered, communicated and invested in accordance with all applicable Law. No fact of circumstance exists which could adversely affect the registered status of any Company Plan. Neither (i) the Company or the Subsidiaries, nor (ii) any of their respective agents or delegates has breached any fiduciary obligation with respect to the administration or investment of any Company Plan.

(b) Each Company Plan has been administered in accordance with its terms and each of the Company, the Subsidiaries and the ERISA Affiliates has met its obligations with respect to each Company Plan and has timely made all required contributions thereto. The Company, the Subsidiaries, each ERISA Affiliate and each Company Plan, as applicable, are in compliance with the currently applicable provisions of ERISA and the Code and the regulations thereunder. All filings and reports as to each Company Plan required to have been submitted to the Internal Revenue Service or to the DOL have been timely submitted.

(c) There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified United States relations orders) against or involving any Company Plan or asserting any rights or claims to benefits under any Company Plan that could give rise to any liability. No Company Plan is or within the last three calendar years has been the subject of, or has received notice that it is the subject of, examination by a Governmental Entity or a participant in a government sponsored amnesty, voluntary compliance or similar program.

(d) All the Company Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters or opinion letters from the Internal Revenue Service to the effect that such Company Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter or opinion letter has been revoked and revocation has not been threatened, and no such Company Plan has been amended since the date of its most recent determination letter, or opinion letter or application therefor in any respect, and no act or omission has occurred, that would adversely affect its qualification or increase its cost. There has been no termination or partial termination of such a Company Plan. Each Company

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Plan that is required to satisfy Section 401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of Section 401(k)(3) and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date. Each Company Plan that provides for compliance with Section 404(c) of ERISA or is intended to comply with such provision, so complies. Each Company Plan is in compliance with ERISA Section 408(b)(2) (or other applicable exemption) and with ERISA Section 404(a).

(e) Neither the Company, any Subsidiary nor any ERISA Affiliate has ever maintained or contributed to an Employee Benefit Plan which was ever subject to Section 412 of the Code or Title IV of ERISA. At no time has the Company, any Subsidiary or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No Company Plan is a “registered pension plan” as such term is defined under the Tax Act.

(f) No Company Plan that is funded has assets that include securities issued by the Company, any Subsidiary or any ERISA Affiliate.

(g) With respect to the Company Plans, there are no benefit obligations for which contributions have not been made or properly accrued and there are no benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the Financial Statements. Neither the Company nor any Subsidiary has any liability for benefits (contingent or otherwise) under any Company Plan, except as set forth on the Financial Statements. The assets of each Company Plan that is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.

(h) All group health plans of the Company, any Subsidiary and any ERISA Affiliate, as applicable, comply in all respects with the requirements of COBRA, Code Section 5000, the Health Insurance Portability and Accountability Act, the Patient Protection and Affordable Care Act (“ PPACA ”), and any other applicable Laws. Neither the Company, any Subsidiary, nor any ERISA Affiliate has any liability under or with respect to COBRA for its own actions or omissions, or those of any predecessor. No Company Plan provides health care continuation coverage beyond termination of employment, except to COBRA qualified beneficiaries at their own, and not at the Company’s, expense. No Person (or any beneficiary of such Person) is entitled to receive any benefits, including death or medical benefits (whether or not insured), beyond retirement or other termination of employment, other than as applicable Law requires, and there have been no written or oral commitments inconsistent with the foregoing.

(i) No act or omission has occurred and no condition exists with respect to any Company Plan that would subject the Parent, the Buyer, the Company, any Subsidiary, any ERISA Affiliate, or any plan participant to (i) any fine, penalty, Tax or liability of any kind imposed under ERISA, the Code or any other applicable Law or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Company Plan, nor will the transactions contemplated by this Agreement give rise to any such liability.

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(j) No Company Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code.

(k) Each Company Plan is amendable and terminable unilaterally by the Company and any Subsidiary that is a party thereto or covered thereby at any time without liability or expense to the Company, any Subsidiary or such Company Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto) and no Company Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company or any Subsidiary from amending or terminating any such Company Plan, or in any way limit such action.

(l) Section 2.22(l) of the Disclosure Schedule discloses each: (i) agreement with any shareholder, director, executive officer or other key employee of the Company or any Subsidiary (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company or any Subsidiary of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such shareholder, director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the US Subsidiary that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code without regard to Section 280G(b)(4); and (iii) agreement or plan binding the Company or any Subsidiary, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Company Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

(m) Each individual who has received compensation for the performance of services on behalf of the Company, any Subsidiary or the ERISA Affiliates has been properly classified as an employee or independent contractor in accordance with applicable Law.

(n) Section 2.22(n) of the Disclosure Schedule sets forth the policy of the Company and each Subsidiary with respect to accrued vacation, accrued sick time and earned time off and the amount of such liabilities as of November 30, 2012.

(o) Section 2.22(o) of the Disclosure Schedule sets forth all bonuses earned by the Company’s or any Subsidiary’s employees through the Closing Date that are expected to be accrued on the Closing Adjustment Statement but unpaid as of the Closing Date.

(p) There are no loans or extensions of credit from the Company, any Subsidiary or any ERISA Affiliate to any employee of or independent contractor to the Company or any Subsidiary.

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(q) There is no plan or commitment, whether legally binding or not, to create any additional Company Plans or to modify any existing Company Plans with respect to employees of the Company or any Subsidiary.

(r) There is no corporate-owned life insurance (COLI), split-dollar life insurance policy or any other life insurance policy on the life of any employee of the Company or any Subsidiary or on any Company Shareholder.

(s) Each Company Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been since January 1, 2005 in compliance with Code Section 409A and IRS Notice 2005-1 and has been in documentary compliance since January 1, 2009. No Company Plan that is a “nonqualified deferred compensation plan” has been materially modified (as determined under Notice 2005-1) after October 3, 2004. No event has occurred that would be treated by Code Section 409A(b) as a transfer of property for purposes of Code Section 83. No stock option or equity unit option granted under any Company Plan has an exercise price that has been or may be less than the fair market value of the underlying stock or equity units (as the case may be) as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

(t) No insurance policy or any other agreement affecting any Company Plan requires or permits a retroactive increase in contributions, premiums or other payments due thereunder. The level of reserves under each Company Plan which provides group benefits and contemplates the holding of such reserves is reasonable and sufficient to provide for all incurred but unreported claims.

(u) No advance tax rulings been sought or received in respect of any Company Plan.

(v) All employee data necessary to administer each Company Plan in accordance with its terms and conditions and all Laws is in possession of the Company or any Subsidiary and such data is complete, correct, and in a form which is sufficient for the proper administration of each Company Plan.

2.23 Environmental Matters .

(a) The Company and the Subsidiaries have complied with all applicable Environmental Laws. There is no pending or, to the Knowledge of the Company, threatened civil or criminal litigation, written notice of non-compliance, violation, administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Company or any Subsidiary or any Leased Property.

(b) Neither the Company nor any Subsidiary has any liabilities or obligations arising from the release or threatened release of any Materials of Environmental Concern into the environment.

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(c) Neither the Company nor any Subsidiary is a party to or bound by any court order, administrative order, consent order or other agreement between the Company or any Subsidiary and any Governmental Entity entered into in connection with any legal obligation or liability arising under any Environmental Law.

(d) Set forth in Section 2.23(d) of the Disclosure Schedule is a list of all documents (whether in hard copy or electronic form) that contain any environmental reports, investigations and audits relating to premises currently or previously owned, leased, occupied or operated by the Company or any Subsidiary (whether conducted by or on behalf of the Company, any Subsidiary or a third party, and whether done at the initiative of the Company or a Subsidiary or directed by a Governmental Entity or other third party) which the Company has possession of or access to. A complete and accurate copy of each such document has been provided to the Parent and the Buyer.

(e) The Company has no Knowledge of any environmental liability relating to any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Company or any Subsidiary.

(f) To the Knowledge of the Company, none of the Leased Properties is a “contaminated site” (as defined under the Environmental Management Act (British Columbia) or under any other applicable Law.

2.24 Legal Compliance .

(a) The Company and each Subsidiary is currently conducting, and has at all times since its inception conducted, its business in compliance with each applicable Law of any Governmental Entity. Neither the Company nor any Subsidiary has received any notice or communication from any Governmental Entity alleging noncompliance with any applicable Law.

(b) Neither the Company nor any Subsidiary has and, to the Company’s Knowledge, the directors, officers, agents, employees or representatives of the Company and the Subsidiaries have not, in the course of its, or their, actions for, or on behalf of, the Company or any Subsidiary: (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) unlawfully offered or provided, directly or indirectly, anything of value to, or received anything of value from, any, foreign or domestic, government employee, official or any other Person; (iii) violated any provision of the FCPA, the CFPOA, the Bribery Act, the SEMA, the FACFOA or other similar applicable Laws; (iv) directly or indirectly, taken any action in violation of any export restrictions, anti-boycott regulations, embargo regulations or other similar applicable Laws; or (v) engaged in any business with any Person with whom, or in any country in which, (A) it is prohibited for a United States person to engage under Law or under applicable United States sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”) or (B) it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Law. Without limiting the foregoing, the Company’s books, records and accounts have at all times been kept in a manner which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Subsidiaries.

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(c) The Company has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with the FCPA, CFPOA, SEMA and FACFOA.

(d) To the Knowledge of the Company, none of the directors, officers, agents, employees or representatives of the Company or any Subsidiary is (i) a “specially designated national” or blocked person under United States sanctions administered by the OFAC, or (ii) a Person identified under SEMA, FACFOA or any United Nations resolution or regulation.

(e) With respect to each product that is, directly or indirectly, being distributed for commercial sale by the Company or any of the Subsidiaries (the “ Products ”): (i) the Company and the Subsidiaries have obtained all applicable approvals, clearances, authorizations, licenses and registrations required by Governmental Entities to permit the manufacture, distribution, sale, marketing or human research and development of such Product (collectively, “ Approvals ”); (ii) the Company and the Subsidiaries are in compliance with all terms and conditions of each Approval in each country in which such Product is marketed; and (iii) the Company and the Subsidiaries are in compliance with all applicable requirements (as set forth in relevant statutes and regulations) regarding registration, licensure or notification for each site (in any country) at which such Product is manufactured, processed, held for distribution or from which it is distributed. All manufacturing operations performed by or for the Company and the Subsidiaries are being, and have been, conducted in compliance with current quality system regulations, including the quality system regulations and guidance issued by the United States Food and Drug Administration and counterpart requirements in the European Union and other countries and there are no non-conformities noted, or to the Knowledge of the Company contemplated, by any auditor in connection with any audit of the Company or any of the Subsidiaries conducted pursuant to any international quality systems regulation, including ISO 13485.

(f) Neither the Company nor any Subsidiary has, and to the Company’s Knowledge, the directors, agents, employees or representative of the Company and the Subsidiaries have not, in the course of its or their actions, for, or on behalf of the Company, committed any act, made any statement, or failed to make any statement, in each case in violation of any provision of the Federal Anti-Kickback Statute (42 U.S.C. Section 1320a-7(b)) and the Civil False Claims Act (31 U.S.C. Section 3729 et seq.) and the regulations promulgated pursuant to such statutes.

2.25 Customers and Suppliers . Section 2.25 of the Disclosure Schedule sets forth a list of (a) each customer of the Company or any Subsidiary during the last full fiscal year and the interim period through October 31, 2012 and the amount of revenues accounted for by such customer during each such period and (b) each supplier that is the sole supplier of any significant product or service to the Company or any Subsidiary. No such customer or supplier has provided written notice to the Company or any Subsidiary or, to the Knowledge of the Company has otherwise indicated, within the past year that it will stop, or decrease the rate of, buying

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materials, products or services or supplying materials, products or services, as applicable, to the Company or any Subsidiary. The Company and the Subsidiaries each have good relations with their customers. No unfilled customer order or commitment obligating the Company or any Subsidiary to process, manufacture, provide or deliver products or perform services will result in a loss to the Company or any Subsidiary upon completion of performance. No purchase order or commitment of the Company or any Subsidiary is in excess of normal requirements, nor are prices provided therein in excess of current market prices for the products or services to be provided thereunder.

2.26 Permits . Section 2.26 of the Disclosure Schedule sets forth a list of all Permits issued to or held by the Company or any Subsidiary. Such listed Permits are the only Permits that are required for the Company and the Subsidiaries to conduct their business as presently conducted or as proposed to be conducted. Each such Permit is in full force and effect; the Company or the applicable Subsidiary, as the case may be, is in compliance with the terms of each such Permit; and, to the Knowledge of the Company, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration. Each such Permit will continue in full force and effect immediately following the Closing.

2.27 Certain Business Relationships With Affiliates . No officer, director or greater than five percent (5%) shareholder of the Company or any Subsidiary (a) owns any property or right, tangible or intangible, which is used in the business of the Company or any Subsidiary, (b) has any claim or cause of action against the Company or any Subsidiary, (c) owes any money to, or is owed any money by, the Company or any Subsidiary, or (d) is a party to any contract or other arrangement (written or oral) with the Company or any Subsidiary. Section 2.27 of the Disclosure Schedule describes any transactions or relationships between the Company or any Subsidiary and any officer, director or greater than five percent (5%) shareholder thereof that occurred or have existed since the beginning of the time period covered by the Financial Statements.

2.28 Brokers’ Fees . Neither the Company nor any Subsidiary has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

2.29 Books and Records . The minute books and other similar records of the Company and each Subsidiary contain complete and accurate records of all actions taken at any meetings of the Company’s or such Subsidiary’s shareholders, board of directors or any committee thereof and of all written consents executed in lieu of the holding of any such meeting. The books and records of the Company and each Subsidiary accurately reflect the assets, liabilities, business, financial condition and results of operations of the Company and the Subsidiaries and have been maintained in accordance with good business and bookkeeping practices. Section 2.29 of the Disclosure Schedule contains a list of all bank accounts and safe deposit boxes of the Company and the Subsidiaries and the names of persons having signature authority with respect thereto or access thereto.

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2.30 Prepayments, Prebilled Invoices and Deposits .

(a) Section 2.30(a) of the Disclosure Schedule sets forth all prepayments, prebilled invoices and deposits that have been received by the Company and the Subsidiaries as of October 31, 2012 from customers for products to be shipped, or services to be performed, after such date. The Most Recent Balance Sheet has properly accrued for all prepayments, prebilled invoices and deposits as of such date, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries.

(b) Section 2.30(b) of the Disclosure Schedule sets forth all prepayments, prebilled invoices and deposits in excess of $10,000 that have been made or paid by the Company and the Subsidiaries as of October 31, 2012 for products to be purchased, services to be performed or other benefits to be received after such date. The Most Recent Balance Sheet has properly accrued for all prepayments, prebilled invoices and deposits as of such date, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries.

2.31 Government Contracts .

(a) Neither the Company nor any Subsidiary has been suspended or debarred from bidding on contracts or subcontracts with any Governmental Entity; no such suspension or debarment has been threatened or initiated or, to the Knowledge of the Company, threatened; and the consummation of the transactions contemplated by this Agreement will not result in any such suspension or debarment of the Company, any Subsidiary or the Parent or the Buyer (assuming that no such suspension or debarment will result solely from the identity of the Parent or the Buyer). To the Knowledge of the Company, neither the Company nor any Subsidiary has been or is now being audited or investigated by the United States Government Accounting Office, the United States Department of Defense or any of its agencies, the Defense Contract Audit Agency, the contracting or auditing function of any Governmental Entity with which it is contracting, the United States Department of Justice, the Inspector General of the United States Governmental Entity, or any prime contractor with a Governmental Entity; nor, to the Knowledge of the Company, has any such audit or investigation been threatened. To the Knowledge of the Company, there is no valid basis for (i) the suspension or debarment of the Company or any Subsidiary from bidding on contracts or subcontracts with any Governmental Entity or (ii) any claim (including any claim for return of funds to the Government) pursuant to an audit or investigation by any of the entities named in the foregoing sentence. Neither the Company nor any Subsidiary has any agreements, contracts or commitments which require it to obtain or maintain a security clearance with any Governmental Entity.

(b) To the Knowledge of the Company, no basis exists for any of the following with respect to any of its contracts or subcontracts with any Governmental Entity: (i) a Termination for Default (as provided in 48 C.F.R. Ch.1 §52.249-8, 52.249-9 or similar sections), (ii) a Termination for Convenience (as provided in 48 C.F.R. Ch.1 §52.241-1, 52.249-2 or similar sections), or a Stop Work Order (as provided in 48 C.F.R. Ch.1 §52.212-13 or similar sections); and, except for any changes in funding made by any Governmental Entity for general budgetary reasons (and not for reasons specifically directed at the Company or any Subsidiary), the Company has no reason to believe that funding may not be provided under any contract or subcontract with any Governmental Entity in the upcoming federal fiscal year.

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2.32 Regulatory Matters .

(a) For the purposes of Section 110(3) of the Competition Act (Canada), the Company and all corporations controlled by the Company have a value of assets in Canada that is less than $CDN77 million and the gross revenues from sales in or from Canada that is generated from such assets is less than $CDN 77 million, calculated in accordance with Sections 110(8) and 110(9) of the Competition Act (Canada) and the regulations promulgated thereunder.

(b) For purposes of the Investment Canada Act (Canada), the value of assets of the Company does not exceed $CDN 330 million, calculated in accordance with the Investment Canada Act (Canada) and the regulations promulgated thereunder.

(c) Neither the Company nor the Subsidiaries controlled by the Company provide any of the services, or engage in any of the activities of a “cultural business” within the meaning of Section 14.1 of the Investment Canada Act (Canada) and the regulations promulgated thereunder.

2.33 Disclosure . No representation or warranty by the Company contained in this Agreement, and no statement contained in the Disclosure Schedule or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT

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

3.1 Organization and Corporate Power . Each of the Buyer and Parent is a corporation duly organized, validly existing and in good standing under the Laws of the state of its incorporation. Each of the Buyer and Parent has all requisite power and authority (corporate and other) to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

3.2 Authorization of Transaction . Each of the Buyer and Parent has all requisite corporate power and authority to execute and deliver this Agreement and the Escrow Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer and Parent of this Agreement and the Escrow Agreement and the consummation by the Buyer and Parent of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer and Parent. This Agreement has been duly and validly executed and delivered by the Buyer and Parent and

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constitutes a valid and binding obligation of the Buyer and Parent, enforceable against them in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

3.3 Noncontravention .

(a) Subject to compliance with the applicable requirements of any applicable Securities Laws, neither the execution and delivery by the Buyer and Parent of this Agreement or the Escrow Agreement, nor the performance by the Buyer and Parent of their respective obligations hereunder or thereunder, nor the consummation by the Buyer and Parent of the transactions contemplated hereby or thereby, will:

(i) conflict with or violate any provision of the charter or By-laws of the Buyer or Parent;

(ii) require on the part of the Buyer or Parent any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity;

(iii) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other agreement to which the Buyer or Parent is a party or by which either of them is bound or to which any of their respective assets are subject;

(iv) violate any order, writ, notice, injunction, decree, statute, rule or regulation applicable to the Buyer or any of their respective properties or assets.

(b) Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Plan of Arrangement or which are required to be fulfilled post-closing, and except for the requisite approvals of the Court and Governmental Entities, no filing or registration with, or authorization, consent or approval of, any Governmental Entity is required of the Parent or the Buyer in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, materially impede the ability of the Parent or the Buyer to consummate the Arrangement.

3.4 Broker’s Fees . Neither the Buyer nor Parent has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

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3.5 Funds Available . The Parent and the Buyer collectively have, and will have at the Effective Time, sufficient funds available to pay the Purchase Price payable by the Parent and the Buyer in accordance with the terms of this Agreement and the Plan of Arrangement.

3.6 Litigation, etc. There is no Legal Proceeding pending or, to the knowledge of the Parent or the Buyer, threatened against the Parent or the Buyer that, either individually or in the aggregate, would reasonably be expected to prevent or materially delay consummation of the Plan of Arrangement.

3.7 Investment Act Canada . Each of the Parent and the Buyer is a “WTO investor” within the meaning of the Investment Canada Act and each of the Purchaser and the Buyer is not owned or controlled directly or indirectly by a non-Canadian Governmental Entity.

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3.8 Public Company Status . The Buyer is not, and at all times prior to the effective time of the acquisition of the Company Shares, and will not be a “public corporation” or controlled by a “public corporation” within the meaning of the Tax Act.

ARTICLE IV

COVENANTS

4.1 Closing Efforts . Each of the Parties shall use its Reasonable Best Efforts to cooperate with the other Parties, take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its Reasonable Best Efforts to ensure that (a) each of their respective representations and warranties remain true and correct through the Closing Date and (b) the conditions to the obligations of the other Parties to consummate the transactions contemplated by this Agreement are satisfied.

4.2 Governmental and Third-Party Notices and Consents .

(a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable Laws in connection with the consummation of the transactions contemplated by this Agreement.

(b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule.

(c) Each of the Parent, the Buyer and the Company will cooperate with each other, including by way of furnishing such information as may be reasonably requested by a Party, in connection with the preparation and submission of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Governmental Entity) as may be or become necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement.

4.3 Operation of Business . Except as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article VII hereof (the “ Pre-Closing Period ”), the Company shall, and shall cause each Subsidiary to, conduct its operations only in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, during the Pre-Closing Period the Company shall not, and shall cause each Subsidiary not to, without the written consent of the Buyer:

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(a) issue or sell any stock or other securities of the Company or any Subsidiary or any options, warrants or rights to acquire any such stock or other securities (except pursuant to the exercise or conversion of convertible promissory notes or Company Options outstanding on the date hereof), or amend any of the terms of (including the vesting of) any Company Options or restricted stock agreements, or repurchase or redeem any stock or other securities of the Company (except from former employees, directors or consultants in accordance with agreements in place on the date of this Agreement and providing for the repurchase of shares at their original issuance price in connection with any termination of employment with or services to the Company or any Subsidiary);

(b) split, combine or reclassify any shares of its capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;

(c) create, incur or assume any indebtedness (including obligations in respect of capital leases) other than (i) Company Transaction Expenses, (ii) Employee Amounts pursuant to agreements in effect as of the date of this Agreement and listed in Section 2.15 of the Disclosure Schedule, (iii) the Representatives Escrow Amount, (iv) the Options Purchase Price, (v) US Assets Sale Costs, (vi) trade payables incurred in the Ordinary Course of Business and (vii) indebtedness in the Ordinary Course of Business that would constitute Indebtedness in the calculation of the Closing Adjustment Items; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person;

(d) enter into, adopt, terminate or amend any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 2.22(l) or (except for normal salary increases in the Ordinary Course of Business for employees who are not officers, directors or greater than five percent (5%) shareholders) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its directors, officers, consultants or employees, generally or individually, or pay any bonus or other benefit to its directors, officers, consultants or employees (except for existing payment obligations listed in Section 2.22(l) or (o) of the Disclosure Schedule or in connection with the Option Cancellation Agreements) or hire any new officers or (except in the Ordinary Course of Business) any new employees or consultants; amend or accelerate the payment, right to payment, or vesting of any compensation or benefits; or take any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan;

(e) acquire, sell, lease, license or dispose of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets to customers in the Ordinary Course of Business;

(f) mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest;

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(g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business;

(h) amend its articles, by-laws or other organizational documents;

(i) sell, assign, transfer, license or sublicense any Company Intellectual Property, other than pursuant to licenses with customers entered into in the Ordinary Course of Business;

(j) change the nature or scope of its business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to such business or take any action to alter its organizational or management structure;

(k) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP;

(l) except as required for the sale of the US Assets in accordance with the terms of the Plan of Arrangement, make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax;

(m) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, applicable Law or any contract or agreement of a nature required to be listed in Section 2.12, Section 2.13 or Section 2.15 of the Disclosure Schedule;

(n) make or commit to make any capital expenditure in excess of $25,000 per item or $50,000 in the aggregate;

(o) institute or settle any Legal Proceeding;

(p) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Article V not being satisfied;

(q) fail to take any action necessary to preserve the validity of any Company Intellectual Property or Permit; or

(r) agree in writing or otherwise to take any of the foregoing actions.

In addition, during the Pre-Closing Period, the Company shall and shall cause each Subsidiary to (A) accept customer orders in the Ordinary Course of Business, and (B) continue to make regularly scheduled payments pursuant to the terms of any Contract with respect to any indebtedness, if any, in existence as of the date of this Agreement.

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4.4 Access to Information .

(a) In connection with the implementation of the Plan of Arrangement, the Company shall cooperate with the Parent and the Buyer to provide an orderly transition of control. During the Pre-Closing Period, to the extent that it is not restricted from doing so pursuant to confidentiality or similar restrictions in effect on the date hereof, the Company shall (and shall cause each Subsidiary to) afford the officers, attorneys, accountants, tax advisors, lenders and other authorized representatives of the Parent and the Buyer free and full access upon reasonable notice and during normal business hours to all personnel, offices, properties, books and records of the Company and the Subsidiaries, that the Parent and the Buyer may reasonably request, so that the Parent and the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Company and the Subsidiaries, and the Parent and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Company shall (and shall cause each Subsidiary to) furnish to the Parent and the Buyer such financial and operating data and other information as to the business of the Company and the Subsidiaries as the Buyer shall reasonably request. The Parties shall use reasonable efforts to ensure that they take no actions, through the exchange of confidential information or otherwise, that would constitute a breach of any applicable competition Laws.

(b) Within ten (10) days after the end of each month ending prior to the Closing, beginning with January 1, 2013, the Company shall furnish to the Parent and the Buyer an unaudited income statement for such month and a balance sheet as of the end of such month, prepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof and for the periods covered thereby, and shall be consistent with the books and records of the Company and the Subsidiaries.

4.5 Notice of Breaches . During the Pre-Closing Period, the Company shall promptly deliver to the Parent and the Buyer supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation, warranty or statement of the Company in this Agreement or the Disclosure Schedule inaccurate or incomplete in any material respect at any time after the date of this Agreement until the Closing. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or the Disclosure Schedule.

4.6 Exclusivity .

(a) During the Pre-Closing Period, the Company shall not, shall require each of its officers and directors, representatives and agents not to, and shall direct its employees not to, directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than the Parent, the Buyer or their respective representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination,

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liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company or any Subsidiary, (ii) furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any party (other than the Parent, the Buyer or their respective representatives) or (iii) engage in negotiations or enter into any agreement with any party (other than the Parent, the Buyer or their respective representatives) concerning any such transaction.

(b) The Company shall immediately notify any party with which discussions or negotiations of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or offer of the nature described in paragraph (a) above, the Company shall, within one (1) Business Day after such receipt, notify the Parent and the Buyer of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer.

4.7 Expenses . Except as otherwise expressly provided herein, the Parent and the Buyer will pay all fees and expenses (including legal and accounting fees and expenses) incurred by them in connection with the transactions contemplated hereby.

4.8 Access to Customers and Suppliers . The Company shall, if requested by the Parent or the Buyer, introduce the Parent and the Buyer to customers and suppliers of the Company and the Subsidiaries for the purpose of facilitating the post-Closing integration of the Company and the Subsidiaries and their businesses into that of the Parent and the Buyer, as applicable.

4.9 Termination of 401(k) Plan . Upon the Buyer’s written request, prior to Closing, the Company shall terminate any and all Company Plans intended to qualify under Section 401(k) of the Code, or any successor statute, effective not later than the day immediately preceding the Closing Date. Upon the termination of such plans, the Company shall provide the Parent and the Buyer with evidence that such 401(k) plans have been terminated pursuant to resolution of the Company’s board of directors not later than the day immediately preceding the Closing Date.

4.10 Directors and Officers Insurance . Prior to the Effective Time, the Company shall procure six (6) year insurance “tail” policies with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (the “ Tail Policy ”) with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) in an amount and scope at least as favorable as the coverage applicable to directors and officers as of the date of this Agreement under the Company’s directors’ and officers’ liability insurance policy. The cost of any such Tail Policy shall constitute a Company Transaction Expense. The Buyer and the Parent agree not to take any action to cancel or modify such Tail Policy for a period of six (6) years following the Closing Date.

4.11 Employees .

(a) From and after the Effective Time, the Buyer will cause each employee of the Company or its Subsidiaries as of the Effective Time (the “ Company Employees ”) that

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become employees of the Buyer or the Company at the Effective Time to be covered, at Buyer’s election, either by (i) the Company Plans or (ii) employee benefit plans that provide benefits that are substantially similar, in the aggregate, to the benefits provided under the Company Plans. To the extent permitted under the terms of the Buyer’s employee benefits plans, from and after the Effective Time, the Buyer will, or will cause the Company to, recognize the prior service with the Company or its Subsidiaries of each Company Employee in connection with all employee benefit plans of the Buyer or the Company in which Company Employees are eligible to participate following the Effective Time, for purposes of eligibility, vesting, and levels of benefits (but not for purposes of benefit accruals or benefit amounts under any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits). To the extent permitted under the terms of the Buyer’s employee benefits plans, from and after the Effective Time, the Buyer will, or will cause the Company to, use reasonable efforts to (A) cause any pre-existing conditions or limitations and eligibility waiting periods (to the extent that such waiting periods would be applicable, taking into account service with the Company) under any group health, dental, or vision plans of the Buyer to be waived with respect to Company Employees and their eligible dependents and (B) give each Company Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time for which evidence of payment is timely provided in a commercially acceptable format to the Buyer.

(b) Except as specifically set forth herein, nothing contained in this Agreement is intended to require the Buyer to establish or maintain any specific Company Plan for any length of time. Nothing contained in this Agreement is intended to create a Company Plan or amend any Company Plan. This Section 4.11 is included for the sole benefit of the parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any Company Employee, any participant in any Company Plan or any beneficiary or trustee thereof. Furthermore, nothing contained in this Agreement, express or implied, is intended to confer upon any Person any right to employment or continued employment for any period of time, or any right to a particular term or condition of employment. In addition, nothing contained in this Agreement shall be construed to indicate the existence of employment relations between the Company and any of its service providers (including contractors and consultants).

4.12 Mutual Covenants Regarding Privacy Issues .

(a) For the purposes of this Section 4.12, the following definitions will apply:

(i) “applicable laws” means, in relation to any Person, transaction or event, all applicable provisions of applicable Laws by which such Person is bound or having application to the transaction or event in question, including applicable privacy laws;

(ii) “applicable privacy laws” means any and all applicable Laws relating to privacy and the collection, use and disclosure of Personal Information in all applicable jurisdictions, including the Personal Information Protection and Electronic Documents Act (Canada) and/or any comparable provincial law including the Personal Information Protection Act (Alberta);

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(iii) “authorized authority” means, in relation to any Person, transaction or event, any (A) federal, provincial, municipal or local governmental body (whether administrative, legislative, executive or otherwise), both domestic and foreign, (B) agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, (C) court, arbitrator, commission or body exercising judicial, quasi-judicial, administrative or similar functions, and (D) other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange, in each case having jurisdiction over such Person, transaction or event; and

(iv) “Personal Information” means information (other than business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) about an identifiable individual disclosed or transferred to the Parent or the Buyer by the Company in accordance with this Agreement and/or as a condition of the Arrangement.

(b) The Parties hereto acknowledge that they are responsible for compliance at all times with applicable privacy laws which govern the collection, use or disclosure of Personal Information disclosed to either Party pursuant to or in connection with this Agreement (the “Disclosed Personal Information”).

(c) Prior to the completion of the Plan of Arrangement, neither Party will use or disclose the Disclosed Personal Information for any purposes other than those related to the performance of this Agreement and the completion of the Plan of Arrangement. After the completion of the transactions contemplated herein, a Party may only collect, use and disclose the Disclosed Personal Information for the purposes for which the Disclosed Personal Information was initially collected from or in respect of the individual to which such Disclosed Personal Information relates or for the completion of the transactions contemplated herein, unless (i) either Party will have first notified such individual of such additional purpose, and where required by applicable laws, obtained the consent of such individual to such additional purpose, or (ii) such use or disclosure is permitted or authorized by applicable Laws, without notice to, or consent from, such individual.

(d) Each Party acknowledges and confirms that the disclosure of the Disclosed Personal Information is necessary for the purposes of determining if the Parties will proceed with the Plan of Arrangement, and that the Disclosed Personal Information relates solely to the carrying on of the business or the completion of the Arrangement.

(e) Each Party acknowledges and confirms that it has taken and will continue to take reasonable steps to, in accordance with applicable Laws, prevent accidental loss or corruption of the Disclosed Personal Information, unauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Disclosed Personal Information.

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(f) Subject to the following provisions, each Party will at all times keep strictly confidential all Disclosed Personal Information provided to it, and will instruct those Employees or advisors responsible for processing such Disclosed Personal Information to protect the confidentiality of such information in a manner consistent with the Parties’ obligations hereunder. Prior to the completion of the Plan of Arrangement, each Party will take reasonable steps to ensure that access to the Disclosed Personal Information will be restricted to those Employees or advisors of the respective Party who have a bona fide need to access to such information in order to complete the Plan of Arrangement.

(g) Where authorized by applicable laws, each Party will promptly notify the other Party to this Agreement of all inquiries, complaints, requests for access, variations or withdrawals of consent and claims of which the Party is made aware in connection with the Disclosed Personal Information. To the extent permitted by applicable laws, the Parties will fully cooperate with one another, with the Persons to whom the Personal Information relates, and any authorized authority charged with enforcement of applicable privacy laws, in responding to such inquiries, complaints, requests for access, variations or withdrawals of consent and claims.

(h) Upon the termination of this Agreement, or otherwise upon the reasonable request of either Party, the other Party will forthwith cease all use of the Disclosed Personal Information acquired by it in connection with this Agreement and will return to the requesting Party or, at the requesting Party’s request, destroy in a secure manner, the Disclosed Personal Information (and any copies thereof) in its possession.

4.13 Financial Statements . Promptly following the date of this Agreement, the Company shall, in good faith, engage its independent accounting firm, in accordance with the terms of an engagement letter reasonably satisfactory to the Buyer, to commence the preparation of audited consolidated financial statements for the Company for the 2012 fiscal year (the “ 2012 Financial Statements ”).

4.14 Subsection 256(9) . The Buyer will not file any election pursuant to subsection 256(9) of the Tax Act in the Tax Returns for the taxation year ending on the acquisition of control by Buyer of the Company.

ARTICLE V

CONDITIONS TO THE ARRANGEMENT

5.1 Conditions to the Obligations of Each Party . The obligations of the Company, Parent and Buyer to consummate the Arrangement are subject to the satisfaction of the following mutual conditions at or prior to the Effective Time:

(a) The Arrangement, in the manner contemplated by the Plan of Arrangement, shall have been approved by the Company Shareholders in the manner required by applicable Laws (including any conditions under the Interim Order);

(b) The Interim Order and the Final Order shall each have been obtained in form and on terms satisfactory to each of Buyer, Parent and Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; and

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(c) There will be no action taken under any existing Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement.

5.2 Conditions to Obligations of the Buyer and Parent . The obligation of the Buyer and Parent to consummate the Arrangement is subject to the satisfaction of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer and Parent:

(a) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer and Parent) (i) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Schedule 5.2(a)(i) and (ii) all other waivers, permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business, it being agreed that the waivers, permits, consents, approvals, authorizations, registrations, filings and notices set forth on Schedule 5.2(a)(ii) are not necessary for the consummation of the transactions contemplated by the Agreement and are not material to the conduct of the Company’s business;

(b)(i) each of the Fundamental Representations of the Company and each of the representations of the Company set forth in this Agreement that are qualified by a reference to materiality, GAAP or Company Material Effect will, in each case, be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, and (ii) each of the other representations and warranties of the Company set forth in this Agreement will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date;

(c) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;

(d) holders of not more than two percent (2%) of the outstanding Company Shares (calculated on a fully diluted basis immediately prior to the Effective Time) shall have exercised, or remain entitled to exercise, Dissent Rights with respect to Company Shares;

(e) there shall have occurred no change, event, circumstance or development which, individually or taken together with all other changes, events, circumstances or developments, has had, or would reasonably be expected in the future to have, a Company Material Adverse Effect;

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(f) no judgment, order, decree, stipulation or injunction shall be in effect, and no Legal Proceeding that shall be pending, that would reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation of such transaction or (iii) have, individually or in the aggregate, a Company Material Adverse Effect;

(g) the Company shall have delivered to the Buyer the Company Certificate;

(h) the Buyer and Parent shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company and the Subsidiaries (other than any such resignations which the Buyer or Parent designates, by written notice to the Company, as unnecessary);

(i) the Buyer and Parent shall have received a counterpart of the Escrow Agreement executed by the Escrow Agent and the Representatives;

(j) the Buyer and Parent shall have received from Burnet, Duckworth & Palmer LLP, counsel to the Company, an opinion in the form attached hereto as Exhibit E addressed to the Parent and the Buyer and dated as of the Closing Date;

(k) the Buyer and Parent shall have received the 2012 Financial Statements;

(l) the Buyer and Parent shall have received estoppel certificates from each lessor listed on Schedule 5.2(l) consenting to the acquisition of the Company by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or any Subsidiary under such Lease;

(m) all Company Options shall have been exercised or terminated in accordance with the provisions of the Option Cancellation Agreements;

(n) the employment agreements between the Company and each of Laurent Pelissier and Don Wright shall have been terminated; and

(o) the Buyer and Parent shall have received such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

5.3 Conditions to Obligations of the Company . The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Company and the Representatives:

(a) the representations and warranties of the Buyer and Parent set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing, except to the extent any such inaccuracies,

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individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement;

(b) the Buyer and Parent shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;

(c) the Buyer and Parent shall have delivered to the Representatives the Buyer Certificate;

(d) the Representatives shall have received a counterpart of the Escrow Agreement executed by the Buyer and Parent and the Escrow Agent;

(e) the Representatives shall have received evidence of delivery of the Escrow Fund to the Escrow Agent;

(f) the Purchaser shall have deposited or caused to be deposited in escrow with the Paying Agent on the Closing Date (upon the Parties confirmation that all other conditions to Closing have been satisfied) the aggregate amount that will be payable to the Company Shareholders under the Arrangement (other than the Escrow Fund); and

(g) the Representatives shall have received such other certificates and instruments (including certificates of good standing of the Buyer and Parent in its jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as they shall reasonably request in connection with the Closing.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification by the Company Shareholders . From and after the Closing, the Company Shareholders shall, jointly and severally (except as otherwise provided in clauses (d) and (e) below), indemnify the Buyer and Parent in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Company, the Buyer, Parent or any Affiliate thereof resulting from, relating to or constituting:

(a) any breach or inaccuracy, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Company contained in this Agreement or any other agreement or instrument furnished by the Company to the Parent and the Buyer pursuant to this Agreement;

(b) any failure to perform any covenant or agreement of the Company contained in this Agreement or any other agreement or instrument furnished by the Company to the Buyer and Parent pursuant to this Agreement;

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(c) any Pre-Closing Tax Relief or Post-Closing Tax Relief or any liabilities or obligations of the Company for Taxes in connection with any period ending on or prior to the Closing Date other than as fully recorded as a liability for Taxes payable in the Closing Adjustment Statement.

(d) any liabilities or obligations of the Company for Taxes in connection with the US Assets Sale, if and to the extent that such liabilities and obligations were not fully taken into account in the Net US Assets Proceeds Statement (with respect to which only the former holder of Elected Shares shall be liable);

(e) any failure of any Company Shareholder to have good, valid and marketable title to the Company Shares issued in the name of such Company Shareholder, free and clear of all Security Interests (with respect to which the Company Shareholders’ indemnification obligation shall be several and not joint);

(f) any claim by a shareholder or former shareholder of the Company, or any other Person, seeking to assert, or based upon: (i) the ownership or rights to ownership of any shares of stock of the Company; (ii) any rights of a shareholder (other than the right to receive any of the Purchase Price, if any, to which such Person is entitled pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the articles or by-laws of the Company; (iv) any claim that his, her or its shares were wrongfully repurchased by the Company; or (v) any amount paid on the exercise of Dissent Rights by any Company Shareholder in excess of the portion of the Purchase Price otherwise payable under this Agreement with respect to a Company Share;

(g) any claim for fraud or a Knowing Misrepresentation arising in connection with the transactions contemplated by this Agreement;

(h) any Litigation Matter;

(i) the matter set forth in Section 2.22(d) of the Disclosure Schedule; or

(j) all reasonable costs and expenses incurred by the Buyer, the Company and/or the Parent to remediate any deficiencies existing as of the Closing Date identified in connection with that certain quality system audit of the Company (including any nonconformance arising from any EN62304 noncompliance) currently scheduled for January, 2013 (but for the avoidance of doubt, whenever such audit actually occurs).

The right to indemnification under Section 6.1(c) through (f) and (h) through (j) exists notwithstanding Section 6.3 and notwithstanding any representation and warranty in Article II.

6.2 Indemnification Claims .

(a) The Buyer or Parent shall give written notification to the Representatives of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Buyer or Parent of notice of such Third Party Action, and shall describe

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in reasonable detail (to the extent then known by the Buyer or Parent) the facts constituting the basis for such Third Party Action and the amount of the claimed damages. No delay or failure on the part of the Buyer or Parent in so notifying the Representatives shall relieve the Company Shareholders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of such notification, the Representatives may, upon written notice thereof to the Buyer and Parent, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Buyer and Parent; provided that (i) the Representatives may only assume control of such defense if (A) they acknowledge in writing to the Buyer and Parent on behalf of all of the Company Shareholders that any damages, fines, costs or other liabilities that may be assessed against the Buyer or Parent in connection with such Third Party Action constitute Damages for which the Buyer or Parent shall be indemnified pursuant to this Article VI, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer or Parent or the business, operations or future conduct of the Buyer or Parent and (ii) the Representatives may not assume control of the defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Buyer or Parent or any of its subsidiaries. If the Representatives do not, or are not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Buyer and/or Parent shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Buyer and Parent with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Buyer or Parent controls the defense of such Third Party Action pursuant to the terms of this Section 6.2(a) or (ii) the Representatives assume control of such defense and the Buyer or Parent reasonably concludes that the Company Shareholders and the Buyer or Parent have conflicting interests or different defenses available with respect to such Third Party Action. Neither the Company Shareholders nor the Representatives shall agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Buyer and Parent, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer and Parent shall not be required if the Representatives, on behalf of all of the Company Shareholders, agree in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Buyer and Parent from further liability and has no other adverse effect on the Buyer or Parent. Except as provided in Section 6.2(e) below, the Buyer and Parent shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Representatives, which shall not be unreasonably withheld, conditioned or delayed.

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(b) In order to seek indemnification under this Article VI, the Buyer or Parent shall deliver a Claim Notice to the Representatives.

(c) Within 20 days after delivery of a Claim Notice, the Representatives shall deliver to the Buyer or Parent, as applicable, a Response, in which the Representatives, on behalf of all of the Company Shareholders, shall: (i) agree that the Buyer or Parent, as applicable, is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a letter from the Representatives instructing the Escrow Agent to disburse to the Buyer or Parent, as applicable, from the Escrow Fund an amount in cash equal to the Claimed Amount), (ii) agree that the Buyer or Parent, as applicable, is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a letter from the Representatives instructing the Escrow Agent to disburse to the Buyer or Parent, as applicable, from the Escrow Fund an amount in cash equal to the Agreed Amount) or (iii) dispute that the Buyer or Parent, as applicable, is entitled to receive any of the Claimed Amount. The Representatives may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Buyer or Parent, as applicable, is entitled to indemnification under this Article VI. If no Response is delivered by the Representatives within such 20-day period, the Company Shareholders shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer or Parent, as applicable. Acceptance by the Buyer or Parent, as applicable, of partial payment of any Claimed Amount shall be without prejudice to the Buyer’s or Parent’s right to claim the balance of any such Claimed Amount.

(d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Representatives and the Buyer shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, any party may commence an action to resolve such Dispute in a court of competent jurisdiction in the Province of Alberta in accordance with Section 9.11. If the Buyer is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Representatives and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be distributed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute).

(e) Notwithstanding the other provisions of this Section 6.2, if a third party asserts (other than by means of a lawsuit or a tax reassessment) that the Buyer is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which the Buyer may be entitled to indemnification pursuant to this Article VI, and the Buyer reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Representatives, (ii) the Buyer may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) the Buyer shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled

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to indemnification pursuant to this Article VI (subject to the right of the Representatives, on behalf of the Company Shareholders, to dispute the Buyer’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI).

(f) The Representatives shall have full power and authority on behalf of each Company Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Shareholders under this Article VI. The Representatives shall have no liability to any Company Shareholders for any action taken or omitted on behalf of the Company Shareholders pursuant to this Article VI.

6.3 Survival of Representations and Warranties .

(a) Unless otherwise specified in this Section 6.3 or elsewhere in this Agreement, all provisions of this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms until 60 days after the expiration of the applicable statute of limitations; provided , however , that except for claims based on fraud or a Knowing Misrepresentation, all representations and warranties that are covered by the indemnification obligations in Section 6.1(a) shall expire on the date that is 15 months after the Closing Date; provided , however , that the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.9 and 2.22 (to the extent related to Tax) (the “ Fundamental Representations ”) shall survive until 60 days after the expiration of the applicable statute of limitations.

(b) If the Buyer delivers to the Representatives, before expiration of a representation, warranty, covenant or agreement, either a Claim Notice based upon a breach of such representation, warranty, covenant or agreement or an Expected Claim Notice based upon a breach of such representation, warranty, covenant or agreement then the applicable representation, warranty, covenant or agreement shall survive until, but only for purposes of, the resolution of the matter covered by such notice. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Buyer, the Buyer shall promptly so notify the Representatives. The rights to indemnification set forth in this Article VI shall not be affected by (i) any investigation conducted by or on behalf of the Buyer or any knowledge acquired (or capable of being acquired) by the Buyer, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, or (ii) any waiver by the Buyer of any closing condition relating to the accuracy of representations and warranties or the performance of or compliance with agreements and covenants.

6.4 Limitations .

(a) With respect to claims for Damages arising under Section 6.1(a), the Company Shareholders shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Deductible (at which point the Company Shareholders shall become liable for all Damages under Section 6.1(a) in excess of the Deductible); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud or Knowing Misrepresentation, (ii) any claim pursuant to Section 6.1(a) relating to a breach of Section 2.16 or any of the Fundamental Representations or (iii) any single claim in excess of $250,000.

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(b) Except for (i) claims based on fraud or Knowing Misrepresentation, (ii) claims based on a breach of any of the Fundamental Representations, (iii) claims under Sections 6.1(b) through Section 6.1(h), the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI from any Company Shareholder. In the case of (A) claims based on fraud or Knowing Misrepresentation, (B) claims under Sections 6.1(b) through Section 6.1(h), (C) claims based on a breach of any of the Fundamental Representations, the Company Shareholders shall have personal liability for all Damages incurred by the Buyer, subject to the limitations set forth in Section 6.4(c). Notwithstanding the foregoing, the Buyer shall not attempt to collect any Damages directly from any Company Shareholder unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement.

(c) Notwithstanding anything to the contrary herein, except for claims based on fraud or a Knowing Misrepresentation, the aggregate liability of each Company Shareholder for Damages under this Article VI shall not exceed the portion of the Purchase Price such Company Shareholder is entitled to receive pursuant to this Agreement.

(d) No Company Shareholder shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements.

(e) Except with respect to claims based on fraud or a Knowing Misrepresentation, and claims for specific performance and other equitable relief, after the Closing, the rights of the Buyer under this Article VI shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company or any Company Shareholder contained in this Agreement.

(f) Any payments made to a Party pursuant to this Article VI or pursuant to the Escrow Agreement shall be treated as an adjustment to the Adjusted Purchase Price or the US Assets Purchase Price, as applicable, for tax purposes to the extent permitted by Law.

(g) Where any payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement provision, or in respect of any Claim Notice, and that sum is subject to a charge to Taxes in the hands of the recipient (other than Taxes attributable to a payment being properly treated as an adjustment to the Purchase Price paid by the Buyer for the Company Shares) the sum payable shall be increased to such sum as will ensure that after payment of such Taxes (and after giving credit for any Relief available to the recipient in respect of the matter giving rise to the payment) the recipient shall be left with a sum equal to the sum that would have received in the absence of such a charge to Taxes.

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ARTICLE VII

TERMINATION

7.1 Termination of Agreement . The Parties may terminate this Agreement prior to the Closing, as provided below:

(a) the Parties may terminate this Agreement by written consent among the Buyer, Parent, the Company and the Representatives;

(b) the Buyer or Parent may terminate this Agreement by giving written notice to the Company and the Representatives in the event the Company is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause the conditions set forth in clauses (b), (c) or (e) of Section 5.2 not to be satisfied and (ii) is not cured within 15 days following delivery by the Parent or the Buyer to the Company of written notice of such breach;

(c) the Company and the Representatives may terminate this Agreement by giving written notice to the Buyer and Parent in the event the Buyer or Parent is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause the conditions set forth in clauses (a) or (b) of Section 5.3 not to be satisfied and (ii) is not cured within 15 days following delivery by the Company and the Representatives to the Buyer and Parent of written notice of such breach;

(d) the Buyer or Parent may terminate this Agreement by giving written notice to the Company and the Representatives if the Closing shall not have occurred on or before the Outside Date, by reason of the failure of any condition precedent under Section 5.1 or Section 5.2 (unless the failure results primarily from a breach by the Buyer or Parent of any representation, warranty or covenant contained in this Agreement); or

(e) the Company and the Representatives may terminate this Agreement by giving written notice to the Buyer and Parent if the Closing shall not have occurred on or before the Outside Date, by reason of the failure of any condition precedent under Section 5.1 or Section 5.3 (unless the failure results primarily from a breach by the Company of any representation, warranty or covenant contained in this Agreement).

7.2 Effect of Termination . If any Party terminates this Agreement pursuant to Section 7.1, all obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party for willful or knowing breaches of this Agreement or for breaches of Section 4.6).

ARTICLE VIII

DEFINITIONS

For purposes of this Agreement, each of the following terms shall have the meaning set forth below.

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“ $CDN ” shall mean Canadian dollars.

“ 2012 Financial Statements ” shall have the meaning set forth in Section 4.13.

“ Adjusted Purchase Price ” shall have the meaning set forth in Section 1.5(g).

“ Affiliate ” shall have the meaning set forth in the CBCA.

“ Agreed Amount ” shall mean part, but not all, of the Claimed Amount.

“ Agreement ” shall have the meaning set forth in the first paragraph hereto.

“ Approvals ” shall have the meaning set forth in Section 2.24(e).

“ Arrangement ” shall mean the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Plan of Arrangement, or made at the direction of the Court in the Final Order.

“ Arrangement Resolution ” shall mean the special resolutions of the Company Shareholders approving the Plan of Arrangement, to be considered at the Company Shareholder Meeting, substantially in the form and content of Exhibit D attached hereto.

“ Articles of Arrangement ” shall have the meaning set forth in Section 1.4(a).

“ Base Purchase Price ” shall mean $83,000,000.

“ Bribery Act ” shall mean the Bribery Act 2010 (United Kingdom), 2010 Chapter 23.

“ Business Day ” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Calgary, Alberta are authorized or required by applicable Law to close.

“ Buyer ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Buyer Certificate ” shall mean a certificate delivered by the Parent and the Buyer (without qualification as to knowledge, materiality or otherwise), signed on behalf of the Parent and the Buyer by an authorized officer thereof, to the effect that each of the conditions specified in clauses (a) and (b) of Section 6.2 is satisfied in all respects.

“ CBCA ” shall mean the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, including the regulations promulgated thereunder.

“ CERCLA ” shall mean the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

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“ Certificate of Arrangement ” shall mean the certificate of arrangement issued pursuant to section 192 of the CBCA.

“ CFPOA ” shall mean the Corruption of Foreign Public Officials Act, S.C. 1998, c.34.

“ Circular ” shall mean the notice of the Company Shareholder Meeting and accompanying management proxy circular, including all schedules and exhibits thereto, to be sent by the Company to the Company Shareholders in connection with the Company Shareholder Meeting.

“ Claim Notice ” shall mean written notification which contains (a) a description of the Damages incurred or reasonably expected to be incurred by the Buyer and the Claimed Amount of such Damages, to the extent then known, (b) a statement that the Buyer is entitled to indemnification under Article VI for such Damages and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Damages.

“ Claimed Amount ” shall mean the amount of any Damages incurred or reasonably expected to be incurred by the Buyer in connection with a claim for indemnification pursuant to Article VI.

“ Closing ” shall mean the closing of the transactions contemplated by this Agreement.

“ Closing Adjustment Items ” shall mean (a) the Company Transaction Expenses, plus (b) the Employee Amount, plus (c) any Indebtedness outstanding at the Closing, plus (d) the Representatives Escrow Amount, plus (e) the Options Purchase Price minus (f) if Closing Net Working Capital exceeds the Working Capital Target, the amount of such excess, and plus (g) if the Working Capital Target exceeds Closing Net Working Capital, an amount (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and Final Closing Adjustment) equal to such shortfall.

“ Closing Adjustment Statement ” shall mean the statement of the Closing Adjustment Items prepared in accordance with the provisions of Section 1.11 hereof.

“ Closing Adjustment Surplus ” shall have the meaning set forth in Section 1.11 (g)(iii).

“ Closing Date ” shall mean the date two (2) Business Days after the satisfaction or waiver of all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery at the Closing of any of the documents set forth in Article V), or such other date as may be mutually agreeable to the Parties.

“ Closing Net US Assets Proceeds Surplus ” shall have the meaning set forth in Section 1.11 (j)(iii).

“ Closing Net Working Capital ” shall mean the Company’s consolidated current assets (consisting of cash and cash equivalents, trade accounts receivable, SR&ED and other receivables, prepaids and deposits, inventories of raw materials and inventories of finished goods) less the Company’s consolidated current liabilities (consisting of accounts payable,

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accrued liabilities, accrued warranty expense, customer deposits and deferred revenue ) as of the Closing (each determined in accordance with GAAP, consistently applied with the Financial Statements). For the avoidance of doubt, Company Transaction Expenses, the Employee Amount, Indebtedness, the Contingent Financial Advisory Fee, the Representatives Escrow Amount, the Options Purchase Price, the US Assets Sale Costs and any Tax arising from the sale of the US Assets are not included in Closing Net Working Capital.

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

“ Common Shares ” shall mean the common shares of the Company.

“ Company ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Company Certificate ” shall mean a certificate delivered by the Company (without qualification as to knowledge, materiality or otherwise), signed on behalf of the Company by the President and the Chief Financial Officer of the Company, to the effect that each of the conditions specified in clauses (a) through (g) and (o) of Section 5.2 is satisfied in all respects.

“ Company Employees ” shall have the meaning set forth in Section 4.11(a).

“ Company Equityholders ” shall mean the Company Shareholders and the holders of Company Options immediately prior to the Closing.

“ Company Intellectual Property ” shall mean the Company Owned Intellectual Property and the Company Licensed Intellectual Property.

“ Company Licensed Intellectual Property ” shall mean all Intellectual Property that is licensed to the Company or any Subsidiary by any third party.

“ Company Material Adverse Effect ” shall mean any material adverse change, event, circumstance or development with respect to, or material adverse effect on, (a) the business, assets, liabilities, capitalization, condition (financial or other), prospects or results of operations of the Company and the Subsidiaries, taken as a whole, (b) the ability of the Buyer to operate the business of the Company and the Subsidiaries immediately after the Closing or (c) the ability of the officers of the Buyer, following the Closing, to certify without qualification to the Parent’s financial statements or filings made with the SEC as they relate to the business or operations previously conducted by the Company and the Subsidiaries, other than, in the case of clause (a) above, any material adverse change, event, circumstance or development first arising after the date of this Agreement to the extent resulting from: (i) conditions affecting the medical device industry generally in jurisdictions in which the Company or its Subsidiaries carry on business, and not specifically relating to the Company or its Subsidiaries, including changes in applicable Laws or Taxes (other than any such change in applicable Laws or Taxes that results in a material increase to the direct acquisition cost of the Company to the Parent or the Buyer); or (ii) general economic, financial, currency exchange, securities or commodity prices in Canada or elsewhere; provided , however , that the change, event, circumstance or development referred to in clauses (i) or (ii) above does not have a disproportionate impact on the Company and its Subsidiares, taken

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as a whole, compared to other entities in the same industry, in which case the relevant exclusion from this definition of Company Material Adverse Effect referred to in (i) or (ii) above will not be applicable. For the avoidance of doubt, the parties agree that the terms “material,” “materially” and “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meaning ascribed to Company Material Adverse Effect.

“ Company Option ” shall mean each option to purchase or acquire Company Shares.

“ Company Owned Intellectual Property ” shall mean all Intellectual Property owned or purported to be owned by the Company or any Subsidiary, in whole or in part.

“ Company Plan ” shall mean any Employee Benefit Plan maintained, sponsored or contributed to, by the Company, any Subsidiary or any ERISA Affiliate for the benefit of or relating to any current or former employee, officer, director or independent contractor of the Company, any Subsidiary or any ERISA Affiliate, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, under which the Company, any Subsidiary or any ERISA Affiliate may have any liability, contingent or otherwise.

“ Company Registrations ” shall mean Intellectual Property Registrations that are registered or filed in the name of the Company or any Subsidiary, alone or jointly with others.

“ Company Shareholder Meeting ” shall mean the special meeting of Company Shareholders called pursuant to the Interim Order, including any adjournment thereof, to be held to consider and, if deemed advisable, approve, among other things, the Arrangement and all other matters requiring Company Shareholder approval pursuant to the terms and conditions of this Agreement, or the Interim Order.

“ Company Shareholders ” shall mean the shareholders of record of the Company immediately prior to the Effective Time.

“ Company Shares ” shall mean the Common Shares.

“ Company Source Code ” shall mean the source code for any Software included in the Customer Offerings or Internal Systems or other confidential information constituting, embodied in or pertaining to such Software.

“ Company Stock Plan ” shall mean any stock option plan or other stock or equity-related plan of the Company.

“ Company Transaction Expenses ” shall mean all third-party transaction expenses unpaid as of the Closing and incurred by the Company in connection with the transactions contemplated by this Agreement other than the US Asset Sale Costs.

“ Contingent Financial Advisory Fee ” shall mean three (3%) percent of the Original Escrow Amount, the Closing Adjustment Surplus and the Closing Net US Assets Proceeds Surplus, if any, that is required to be released or paid to the Company Shareholders pursuant to

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the Escrow Agreement, this Agreement or the Plan of Arrangement and which shall instead be released or paid to the Financial Advisor in satisfaction of the contingent fee payable to the Financial Advisor.

“ Contract ” shall have the meaning set forth in Section 2.15(a).

“ Controlling Party ” shall mean the party controlling the defense of any Third Party Action.

“ Court ” shall mean the Court of Queen’s Bench of Alberta.

“ Customer Offerings ” shall mean (a) the products (including Software and Documentation) that the Company or any Subsidiary (i) currently develops, manufactures, markets, distributes, makes available, sells or licenses to third parties or (ii) has developed, manufactured, marketed, distributed, made available, sold or licensed to third parties within the previous six years and (b) the services that the Company or any Subsidiary (i) currently provides or makes available to third parties or (ii) has provided or made available to third parties within the previous six years. A true and complete list of all Customer Offerings is set forth in Section 2.13(c) of the Disclosure Schedule.

“ Damages ” shall mean any and all claims, debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), diminution in value, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or other dispute resolution procedures).

“ Deductible ” shall mean $500,000.

“ Designated Employees ” shall mean Laurent Pelissier, Don Wright, James Branman, Grieg Hyland, Kris Dickie, Franck Labbe, David Woodhead, Anita Whistler, John Hughes, James Chung, Marcia Figueiredo, Raffaello Acquino, Neena Rahemtulla, Anna Sun, Eilleen McDougall, Chris Cheung and Linda Pendziwol.

“ Director ” shall mean the Director under the CBCA.

“ Disclosure Schedule ” shall mean the disclosure schedule provided by the Company to the Buyer and Parent on the date hereof and accepted in writing by the Buyer and Parent.

“ Dispute ” shall mean the dispute resulting if the Representatives in a Response dispute the liability of the Company Shareholders for all or part of a Claimed Amount.

“ Dispute Notice ” shall have the meaning set forth in Section 1.11(e).

“ Dissent Rights ” shall mean the right to dissent in connection with the Plan of Arrangement granted to Company Shareholders by the Court.

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“ Dissenting Shares ” shall mean Company Shares for which a registered Company Shareholder has duly and validly exercised its Dissent Rights in respect of such holder’s Company Shares and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights.

“ Documentation ” shall mean printed, visual or electronic materials, reports, white papers, documentation, specifications, designs, flow charts, code listings, instructions, user manuals, frequently asked questions, release notes, recall notices, error logs, diagnostic reports, marketing materials, packaging, labeling, service manuals and other information describing the use, operation, installation, configuration, features, functionality, pricing, marketing or correction of a product, whether or not provided to end users.

“ DOL ” shall mean the United States Department of Labor.

“ Effective Date ” means the date on which the Arrangement is effective under the CBCA.

“ Effective Time ” shall mean the time at which the Articles of Arrangement are filed with the Director on the Effective Date.

“ Elected Shares ” means a number of Company Shares equal to the US Assets Purchase Price divided by the Purchase Price Per Share, held by Pelissier Holdings Ltd., rounded to the nearest whole number.

“ Employee Amount ” shall mean the aggregate amount payable to employees of the Company or any of the Subsidiaries pursuant to any change in control bonus plan, severance plan, change of control, retention or similar arrangement of the Company or any Subsidiary, in each case payable solely as a result of the transactions contemplated by this Agreement.

“ Employee Benefit Plan ” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of ERISA, whether or not subject to ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA, whether or not subject to ERISA) and any other written or unwritten plan, policy, agreement or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, change in control benefits, disability benefits, deferred compensation, bonuses, fringe benefits, stock options, stock purchase, phantom stock, stock appreciation, savings or other forms of incentive compensation or post-termination compensation, and all employment agreements providing for terms of compensation.

“ Environmental Law ” shall mean any Law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (a) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (b) air, water and noise pollution; (c) groundwater and soil contamination; (d) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, disposals, discharges, injections,

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spills, escapes, introductions or dumping of Materials of Environmental Concern; (e) transfer of interests in or control of real property which may be contaminated; (f) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (g) the protection of wild life, marine life and wetlands, and endangered and threatened species; (h) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (i) health and safety of employees and other persons. As used above, the term “release” shall have the meaning set forth in CERCLA.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean any entity which is, or at any applicable time was, a member of (a) a controlled group of corporations (as defined in Section 414(b) of the Code), (b) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (c) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Company or any Subsidiary.

“ Escrow Agent ” shall mean JPMorgan Chase Bank N.A.

“ Escrow Agreement ” shall mean the Escrow Agreement in the form attached hereto as Exhibit C by and among the Buyer, the Representatives and the Escrow Agent.

“ Escrow Fund ” shall mean the Original Escrow Amount held and disposed of in accordance with the terms of the Escrow Agreement, together with (a) any additional amounts deposited in escrow pursuant to Section 1.11(f)(iii)and (b) any interest thereon.

“ Escrow Period ” shall mean the period during which Escrow Fund is to be held in escrow, as set forth in the Escrow Agreement.

“ Estimated Closing Adjustment ” shall mean the sum of the Closing Adjustment Items estimated as of the Closing Date pursuant to the Estimated Closing Adjustment Statement in accordance with the provisions of Section 1.11(a).

“ Estimated Closing Adjustment Statement ” shall have the meaning set forth in Section 1.11(a).

“ Estimated Net US Assets Proceeds ” shall have the meaning specified in Section 1.11(b).

“ Estimated Net US Assets Proceeds Statement ” shall have the meaning specified in Section 1.11(b).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Expected Claim Notice ” shall mean a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Buyer reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

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“ Exploit ” shall mean develop, design, test, modify, make, use, sell, have made, used and sold, import, reproduce, market, distribute, commercialize, support, maintain, correct and create derivative works of.

“ FACFOA ” shall mean the Freezing Assets of Corrupt Foreign Officials Act, S.C. 2011, c.10.

“ FCPA ” shall mean the Foreign Corrupt Practices Act of 1977 (United States), 5 U.S.C. § 78dd-1, et seq.

“ Final Closing Adjustment ” shall mean the amount of the Closing Adjustment Items determined in accordance with the provisions of Section 1.11(d).

“ Final Order ” shall mean the final order of the Court approving the Arrangement, as such order may be amended by the Court at any time prior to the Closing Date, or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

“ Financial Advisor ” means Leerink Swan LLC.

“ Financial Statements ” shall mean:

“ Fundamental Representations ” shall have the meaning set forth in Section 6.3(a) of this Agreement.

“ GAAP ” shall mean generally accepted accounting principles as set out in the Canadian Institute of Chartered Accountants Handbook – Accounting for an entity that prepares its financial statements in accordance with Canadian accounting standards for private enterprises, at the relevant time, applied on a consistent basis.

“ Governmental Entity ” shall mean any federal, provincial, state, local or foreign government or any court, tribunal, arbitrational tribunal, administrative agency or commission or government authority acting under the authority of the federal or any provincial, state, local or foreign government.

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“ Indebtedness ” with respect to any Person shall mean (a) any indebtedness or other obligation for borrowed money; (b) any obligation incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the Ordinary Course of Business; (c) the face amount of all letters of credit issued for the account of such Person; (d) obligations (whether or not such Person has assumed or become liable for the payment of such obligation) secured by Security Interests; (e) capitalized lease obligations; (f) all guarantees and similar obligations of such Person; (g) all accrued interest, fees and charges in respect of any indebtedness; (h) all bankers acceptances and overdrafts; and (i) all interest, prepayment premiums and penalties, and any other fees, expenses, indemnities and other amounts payable as a result of the prepayment or discharge of any indebtedness.

“ Intellectual Property ” shall mean the following subsisting throughout the world:

“ Intellectual Property Registrations ” shall mean Patent Rights, registered Trademarks, registered copyrights, designs and industrial designs, mask work registrations, integrated circuit topography registration, and applications for each of the foregoing.

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“ Interim Order ” shall mean the interim order of the Court, as the same may be amended, in respect of the Arrangement, providing for, among other things, the calling and holding of the Company Shareholder Meeting.

“ Internal Systems ” shall mean the Software and Documentation and the computer, communications and network systems (both desktop and enterprise-wide), laboratory equipment, reagents, materials and test, calibration and measurement apparatus used by the Company or any Subsidiary in their business or operations or to develop, manufacture, fabricate, assemble, provide, distribute, support, maintain or test the Customer Offerings, whether located on the premises of the Company or any Subsidiary or hosted at a third party site. All Internal Systems that are material to the business of the Company or any Subsidiary is listed and described in Section 2.13(c) of the Disclosure Schedule.

“ Knowing Misrepresentation ” shall mean that, to the Company’s actual knowledge, such representation or warranty was incorrect when made.

“ Knowledge of the Company ”, “ Company’s Knowledge ” and phrases of like import shall mean the knowledge of any of the Designated Employees. The Designated Employees will be deemed to have knowledge of a particular fact, circumstance, event or other matter if (a) such individual has actual knowledge of such fact, circumstance, event or other matter, (b) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual) in the possession of such individual, including his or her personal files, (c) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records of such individual that would reasonably be expected to be reviewed by such individual in the customary performance of his or her duties or (d) such fact, circumstance, event or other matter would be known to such individual had he or she made reasonable inquiry.

“ Law ” shall mean any Canadian or United States federal, provincial, state or local or foreign law, common law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, or any decree, order, injunction, rule, judgment, consent of or by any Governmental Entity, or any Permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law.

“ Lease ” shall mean any lease or sublease pursuant to which the Company or any Subsidiary leases or subleases from another party any real property.

“ Leased Property ” shall mean the lands and premises, including leasehold improvements, subject to the Leases.

“ Legal Proceeding ” shall mean any action, suit, proceeding, claim, complaint, hearing, arbitration or investigation before any Governmental Entity or before any arbitrator.

“ Litigation Matter ” shall mean any Legal Proceedings set forth in Section 2.19 of the Disclosure Schedule.

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“ Materials of Environmental Concern ” shall mean any: pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any Law due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.

“ Most Recent Balance Sheet ” shall mean the unaudited balance sheet of the Company as of the Most Recent Balance Sheet Date.

“ Most Recent Balance Sheet Date ” shall mean November 30, 2012.

“ Net US Assets Proceeds ” shall mean the net after-Tax US Assets Purchase Price, being (a) the US Assets Purchase Price, less (b) the aggregate Canadian federal and provincial income taxes arising from the sale of the US Assets described in the Plan of Arrangement. For greater certainty, income taxes referred to in clause (b) above shall take into account (and be reduced by) the Company’s remaining Canadian federal and provincial tax attributes available as a current deduction or as an offset against taxes in the year including the sale of the US Assets (including depreciation allowance, net tax losses, SR&ED expenditures, net tax loss carryforwards and unused SR&ED expenditures from previous taxation years, but excluding SR&ED receivables to the extent reflected in the Closing Net Working Capital), which tax attributes shall, for these purposes, be considered as being first used against any income of the Company for the year (from whatever source) other than the US Asset Purchase Price.

“ Net US Assets Proceeds Statement ” shall have the meaning set forth in Section 1.11(h).

“ Neutral Accountant ” shall have the meaning set forth in Section 1.11(e).

“ Non-controlling Party ” shall mean the party not controlling the defense of any Third Party Action.

“ OHSA ” shall have the meaning set forth in Section 2.21(o).

“ Open Source Materials ” shall mean all Software, Documentation or other material that is distributed as “free software”, “open source software” or under a similar licensing or distribution model, including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on www.opensource.org .

“ Option Cancellation Agreement ” shall mean an agreement between the Company and each holder of a Company Option in the form attached hereto as Exhibit F .

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“ Options Purchase Price ” shall mean the aggregate amount paid by the Company to repurchase all of the outstanding Company Options in accordance with the Option Cancellation Agreements.

“ Ordinary Course of Business ” shall mean the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount).

“ Original Escrow Amount ” shall mean $8,300,000 of the Base Purchase Price deposited in escrow pursuant to Section 1.5(a).

“ Outside Date ” shall mean April 1, 2013.

“ Parties ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Patent Rights ” shall mean all patents, patent applications, utility models, design registrations and certificates of invention and other governmental grants for the protection of inventions or industrial designs (including all related continuations, continuations-in-part, divisionals, reissues and reexaminations).

“ Paying Agent ” shall mean Valiant Trust Company.

“ Permits ” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Entity (including those issued or required under Environmental Laws and those relating to the occupancy or use of owned or leased real property).

“ Person ” shall mean an individual, a partnership, a corporation, an association, an unlimited liability company, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity.

“ Plan of Arrangement ” shall mean the plan of arrangement substantially in the form and content of Exhibit A attached hereto and any amendments of variations thereto made in accordance with the Plan of Arrangement or made at the direction of the Court in the Final Order.

“ Post-Closing Tax Relief ” shall mean any Relief which arises in respect of a transaction, circumstance, act, event or omission of whatever nature occurring or in respect of a period ending after the Closing Date in circumstances where, but for the use or set-off of such Relief, the Company would have had a liability for Taxes in respect of which the Buyer would have been otherwise entitled to make a claim against the Sellers under this Agreement.

“ PPACA ” shall have the meaning set forth in Section 2.22(h).

“ Pre-Closing Period ” shall have the meaning set forth in Section 4.3.

“ Pre-Closing Tax Relief ” shall mean any Relief which arises or has arisen or would, but for the loss, use or set-off of such Relief, have arisen in respect of any transaction, circumstance,

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act, event or omission of whatever nature occurring or in respect of any period ending on or before the Closing Date which would, were it not for a loss, use or set-off of such Relief, have been available to the Company following the Closing Date and which was taken into account as an asset in the Closing Adjustment Statement or which loss, use or set-off of Relief was not taken into account in the calculation of the provision for deferred income tax shown on the Closing Adjustment Statement.

“ Preferred Shares ” shall mean the preferred shares of the Company.

“ Pro Rata Share ” shall mean, with respect to any Company Shareholder, a fraction (a) the numerator of which is the number of Company Shares owned by such Company Shareholder immediately prior to the Effective Time and (b) the denominator of which is the number of Company Shares outstanding immediately prior to the Effective Time.

“ Products ” shall have the meaning set forth in Section 2.24(e).

“ Proprietary Information ” shall have the meaning set forth in Section 7.1(a).

“ Purchase Price ” shall mean (a) the Base Purchase Price, minus (b) the Estimated Closing Adjustment and minus (c) the Original Escrow Amount.

“ Purchase Price Per Share ” means the Purchase Price divided by the total number of Company Shares outstanding immediately prior to the Effective Time.

“ Reasonable Best Efforts ” shall mean best efforts, to the extent commercially reasonable.

“ Relief ” shall mean any allowance, credit, deduction, expense, depreciation, loss, exemption or set-off in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, or saving of Tax, including the use of the tax attributes of the Company.

“ Representatives ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Representatives Escrow Amount ” shall mean CDN$100,000.

“ Response ” shall mean a written response containing the information provided for in Section 6.2(c).

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Securities Law ” shall mean (a) the Canadian provincial securities Laws, regulations and rules issued under such laws, and the published regulations, rules, policy statements, orders, instruments (including national and multilateral instruments), notices and rulings of the securities commissions or equivalent securities regulatory bodies in the Provinces and Territories of Canada and (b) the Securities Act and the Exchange Act and applicable rules and regulations thereunder, as applicable.

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“ Security Interest ” shall mean any mortgage, hypothec, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of Law), other than (a) mechanic’s, material men’s and similar liens, (b) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, and (c) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business of the Company and the Subsidiaries and not material to the Company and the Subsidiaries, taken as a whole.

“ SEMA ” shall mean the Special Economic Measures Act, S.C. 1992, c. 17.

“ Software ” shall mean computer software code, applications, utilities, development tools, diagnostics, databases and embedded systems, whether in source code, interpreted code or object code form.

“ Subsidiary ” shall mean any corporation, partnership, trust, unlimited liability company, limited liability company or other non-corporate business enterprise in which the Company (or another Subsidiary) holds stock or other ownership interests representing (a) more than 50% of the voting power of all outstanding stock or ownership interests of such entity or (b) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity.

“ Subsidiary Shares ” shall mean shares in the capital stock of Ultrasonix Medical Corporation (U.S.A.), a wholly-owned Subsidiary of the Company.

“ Tail Policy ” shall have the meaning set forth in Section 4.10.

“ Tax Act ” shall mean the Income Tax Act , R.S.C. 1985 (5 ^th Supp.) c.1, as amended.

“ Tax Returns ” shall mean any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes including any schedule or attachment thereto and any related or supporting workpapers or information with respect to any of the foregoing, including any amendment thereof filed with or submitted to any Governmental Entity in connection with the determination, assessment, collection or payment of Taxes or in connection with the administration, implementation or enforcement of or compliance with any legal requirement relating to any Tax, and including, for the avoidance of doubt, U.S. Department of the Treasury Form TD F 90-22.1.

“ Taxes ” shall mean (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross

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receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Third Party Action ” shall mean any suit or proceeding by a Person other than a Party for which indemnification may be sought by the Buyer under Article VI.

“ Trademarks ” shall mean all registered trademarks and service marks, logos, Internet domain names, corporate names and doing business designations and all registrations and applications for registration of the foregoing, common law trademarks and service marks and trade dress.

“ US Assets ” shall mean all of the issued and outstanding Subsidiary Shares and customer lists, intangibles and goodwill related solely to sales destined to the United States.

“ US Assets Purchase Price ” shall mean $US 8,000,000.

“ US Asset Sale Costs ” means all reasonable third-party transaction expenses incurred by the Company in connection with the sale of the US Assets, not to exceed US$100,000.

“ US Subsidiary ” shall mean Ultrasonix Medical Corporation (U.S.A.).

“ Working Capital Target ” shall mean $CDN 12,000,000.

ARTICLE IX

MISCELLANEOUS

9.1 Press Releases and Announcements . No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided , however , that (a) any Party may make any public disclosure it believes in good faith is required by applicable Law or stock market rule (in which case the disclosing Party shall use reasonable efforts to advise the other Parties and provide them with a copy of the proposed disclosure prior to making the disclosure) and (b) the Parent, the Buyer and their respective Affiliates shall not be bound by the provisions of this Section 9.1 following the Closing Date.

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9.2 No Third Party Beneficiaries . Except as provided in Section 4.10, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

9.3 Entire Agreement . This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof; provided that the Confidentiality Agreement dated July 21, 2010 between the Buyer and the Company shall remain in effect in accordance with its terms.

9.4 Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Parent or the Buyer may assign its rights, interests and obligations hereunder to an Affiliate of the Parent or the Buyer; provided , further that if such assignment takes place, the Parent will continue to be liable jointly and severally with such assignee for all of its obligations hereunder.

9.5 Counterparts and Facsimile Signature . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature.

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

9.7 Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered two Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one Business Day after it is sent for next Business Day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:

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Any Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

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9.8 Governing Law . All matters arising out of or relating to this Agreement and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the internal Laws of the Province of Alberta without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the Province of Alberta.

9.9 Amendments and Waivers . The Parties may mutually amend any provision of this Agreement at any time prior to the Closing. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by any Party with respect to any default, misrepresentation or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

9.10 Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

9.11 Submission to Jurisdiction . Each Party (a) submits to the jurisdiction of any court of competent jurisdiction sitting in Calgary, Alberta in any action or proceeding arising out of or relating to this Agreement (including any action or proceeding for the enforcement of any arbitral award made in connection with any arbitration of a Dispute hereunder), (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) waives any claim of inconvenient forum or other challenge to venue in such court, (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court, and (e) waives any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement; provided in each case that, solely with respect to any arbitration of a Dispute, the Arbitrator shall resolve all threshold issues relating to the validity and applicability of the arbitration provisions of this Agreement, contract validity, applicability of statutes of limitations and issue preclusion, and such threshold issues shall not be heard or determined by such court. Each Party agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 9.7, provided that nothing in this Section 9.11 shall affect the right of any Party to serve such summons, complaint or other initial pleading in any other manner permitted by Law. Each Party waives any right it may have to require any other Party to post security for costs in any future proceedings between them in connection with this Agreement or any other agreement entered into in connection herewith.

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9.12 Construction .

(a) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(b) Any reference herein to “including” shall be interpreted as “including without limitation”.

(c) Any reference to any Article, Section or paragraph shall be deemed to refer to an Article, Section or paragraph of this Agreement, unless the context clearly indicates otherwise.

(d) When reference is made in this Agreement to information that has been “made available” to the Parent or the Buyer, that shall mean that such information was either (i) contained in the Company’s electronic data room or (ii) delivered to the Parent or the Buyer or its counsel, in each case, not less than two (2) Business Days prior to the date of this Agreement.

(e) All references to “$”, “Dollars” or “$US” refer to currency of the United States of America.

[Remainder of the Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

-Signature Page to Arrangement Agreement-

SCHEDULE A

PLAN OF ARRANGEMENT

UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

INTERPRETATION

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

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The division of this Plan of Arrangement into sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to a section or an exhibit refers to the specified section of or exhibit to this Plan of Arrangement.

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular number include the plural and vice versa and words importing any gender include all genders. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Time shall be of the essence in every matter or action contemplated hereunder.

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Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder and all amendments to such statute or regulations in force, from time to time, or any statute or regulations that supplement or supersede such statute or regulations.

References in the Plan of Arrangement to times shall be deemed to be to Mountain Standard Time.

The following exhibits to this Plan of Arrangement are incorporated by reference herein and form part of this Plan of Arrangement:

Exhibit A – Arrangement Resolution

Exhibit B – Escrow Agreement

Exhibit C – Option Cancellation Agreement

ARTICLE 2

REPRESENTATIVES

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ARTICLE 3

ARRANGEMENT

The Arrangement involves a number of steps, as described herein, which will be deemed to occur sequentially at the times specified without any further authorization, act or formality of or by the Company, Parent, Buyer or any other Person:

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The implementation of this Plan of Arrangement is conditional upon the Arrangement Agreement not having been terminated in accordance with its terms.

ARTICLE 4

DISSENT RIGHTS

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ARTICLE 5

CERTIFICATES; PAYMENTS

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The Purchase Price shall be subject to adjustment as follows:

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The former holders of Company Shares shall not be entitled to any interest, dividend, premium or other payment on or with respect to the Company Shares other than the consideration which they are entitled to receive pursuant to this Plan of Arrangement.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to Section 3.1 shall have been lost, stolen or destroyed, the Paying Agent shall pay in exchange for such lost, stolen or destroyed certificate the consideration deliverable in accordance with Section 3.1. The Paying Agent, Parent or the Buyer may, in its reasonable discretion, and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed certificate to give the Paying Agent, Parent and/or the Buyer (a) a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Paying Agent, Parent or the Buyer with respect to the certificate alleged to have been lost, stolen or destroyed and/or (b) an affidavit of loss and an indemnity in a customary form satisfactory to Parent and Buyer against any claim that may be made against Parent or Buyer with respect to the certificate alleged to have been lost, stolen or destroyed.

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The Buyer, Company and the Paying Agent, will be entitled to deduct and withhold from any consideration otherwise payable to any Company Shareholder under this Plan of Arrangement (including any amounts payable pursuant to Section 4.1 hereof) such amounts as the Buyer, Company or the Paying Agent determines are required or reasonably believes to be required to be deducted and withheld from such consideration in accordance with the Income Tax Act (Canada), the United States Internal Revenue Code or any provision of federal, provincial, state, local or foreign Tax Law, as provided for and in accordance with the terms of Section 1.10 of the Arrangement Agreement. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such deducted and withheld amounts are remitted to the appropriate taxing authority.

ARTICLE 6

AMENDMENTS

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Exhibit B

SUPPORT AGREEMENT

THIS AGREEMENT made this — day of — , 2012.

B E T W E E N :

[                    ] (“ Supporting Party ”)

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Analogic Corporation , a corporation incorporated under the laws of Massachusetts (“ Parent ”)

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8385998 Canada Inc. , a corporation incorporated under the laws of Canada (“ Buyer ”)

WHEREAS :

NOW THEREFORE in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto), the Parties hereto hereby agree as follows:

ARTICLE 1

INTERPRETATION

Capitalized terms used herein and not otherwise defined shall have the meaning given in the Arrangement Agreement. As used in this Agreement, the following terms, unless there is

something in the context or subject matter inconsistent therewith, have the following meanings assigned to them:

2

3

4

Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

The division of this Agreement into Articles, Sections, subsections, clauses, subclauses and Schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

The recitals and each of the Schedules annexed hereto form part of this Agreement.

5

ARTICLE 2

COVENANTS OF THE SUPPORTING PARTY

The Supporting Party unconditionally and irrevocably agrees that from and after the date hereof until the termination of this Agreement in accordance with the provisions of Article 5, except as otherwise expressly permitted by this Agreement, the Supporting Party will not: