Exhibit 2.1

EXECUTION COPY

A GREEMENT AND P LAN OF M ERGER

BY AND AMONG

RTI B IOLOGICS , I NC .,

R OCKETS MI C ORPORATION ,

P IONEER S URGICAL T ECHNOLOGY , I NC .

AND ,

SOLELY IN ITS CAPACITY AS THE S TOCKHOLDERS ’ A GENT ,

SHAREHOLDER REPRESENTATIVE SERVICES LLC

J UNE  11, 2013

TABLE OF CONTENTS

Page

i

TABLE OF CONTENTS

(Continued)

ii

TABLE OF CONTENTS

(continued)

Exhibits:

iii

iv

v

A GREEMENT AND P LAN OF M ERGER

This A GREEMENT AND P LAN OF M ERGER (this “ Agreement ”) is made and entered into as of June 11, 2013 (the “ Agreement Date ”), by and among RTI Biologics, Inc., a Delaware corporation (“ Acquiror ”), Rockets MI Corporation, a Michigan corporation and wholly owned subsidiary of Acquiror (“ Merger Sub ”), Pioneer Surgical Technology, Inc., a Michigan corporation (the “ Company ”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as agent (the “ Stockholders’ Agent ”) for the Stockholders.

R ECITALS

A. The Boards of Directors of each of the Company, Merger Sub and Acquiror have determined that it would be advisable and in the best interests of the stockholders of their respective companies that Acquiror acquire, and the Stockholders sell, all of the outstanding equity interests of the Company by way of a cash-free, debt-free subsidiary merger transaction wherein Merger Sub merges with and into the Company (the “ Merger ”), with the Company to survive the Merger and to become a wholly owned subsidiary of Acquiror, on the terms and subject to the conditions set forth in this Agreement, and, in furtherance thereof, have approved the Merger, this Agreement and the other transactions contemplated by this Agreement.

B. Pursuant to the Merger, among other things, the issued and outstanding shares of capital stock of the Company shall be converted into the right to receive cash in the manner, and subject to the terms and conditions, set forth herein.

C. The Company, Merger Sub and Acquiror desire to make certain representations, warranties, covenants and other agreements in connection with the Merger as set forth herein, and to provide certain indemnification, as set forth in this Agreement.

D. Concurrently with the execution of this Agreement and as a material inducement to the willingness of Acquiror to enter into this Agreement, the Company is delivering to Acquiror the following documents, each executed by the Stockholders listed on Exhibit A-1 : (i) a written consent substantially in the form attached hereto as Exhibit A-2 (the “ Stockholder Consent ”) approving the Merger and adopting this Agreement, and (ii) a voting agreement substantially in the form attached hereto as Exhibit A-3 (the “ Voting Agreement ”) pursuant to which such Stockholders have agreed with Acquiror, among other things, to retain their shares of Capital Stock and not to withdraw their consent to the Merger pursuant to the Stockholder Consent.

N OW , T HEREFORE , in consideration of the representations, warranties, covenants and other agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article 1

D EFINITIONS AND I NTERPRETATION

1.1 Certain Definitions . Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Schedule 1 to this Agreement.

1.2 Additional Rules of Interpretation .

(a) Accounting Terms . Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

(b) Gender and Number . In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa, where applicable.

(c) Headings and Table of Contents . The headings of Articles and Sections and other headings contained in this Agreement and in the Exhibits and Schedules, and the table of contents, are included for the purpose of convenient reference only and shall not restrict, amplify, modify or otherwise affect in any way the meaning or interpretation of this Agreement or the Exhibits and Schedules.

(d) Section References; Schedules References . Unless the context requires otherwise, references in this Agreement to “ Articles ,” “ Sections ,” “ Exhibits ” or “ Annexes ” are to Articles, Sections, Exhibits or Annexes of this Agreement. References in this Agreement to “ Schedules ” are to Schedules of the Company Disclosure Letter.

(e) References to this Agreement . The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section or portion of it.

(f) References to Partners . Unless the context requires otherwise, references in this Agreement to “partners” include general and limited partners of partnerships and members of limited liability companies and references to “partnerships” include general and limited partnerships, joint ventures and limited liability companies.

(g) Words of Inclusion . Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.

(h) Statute References . Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding.

2

(i) Document References . All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.

(j) Made Available . The phrase “made available to Acquiror” means that the subject documents or other materials were included in and available at the “Project Yankee Spirit” data room hosted by Intralinks Inc. or were otherwise made available to Acquiror or its counsel in writing.

(k) Writing . References to “in writing”, “written” and similar expressions include material that is printed, handwritten, typewritten, faxed, emailed, or otherwise capable of being visually reproduced at the point of reception.

Article 2

T HE M ERGER

2.1 The Merger . At the Effective Time, on the terms and subject to (a) the conditions set forth in this Agreement, (b) the Certificate of Merger in substantially the form attached hereto as Exhibit B (the “ Certificate of Merger ”), and (c) the applicable provisions of Michigan Law, (i) Merger Sub shall merge with and into the Company, (ii) the separate corporate existence of Merger Sub shall cease, (iii) the Company shall become a wholly owned subsidiary of Acquiror and shall continue as the surviving corporation, and (iv) all outstanding equity of the Company (as held by the Stockholders prior to the Merger) shall be converted or canceled in the manner provided herein and as provided in the Certificate of Merger, and shall not constitute equity of any kind of any of the Company, the Surviving Corporation, or any other entity. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “ Surviving Corporation ”.

2.2 Closing . Unless this Agreement is earlier terminated in accordance with Section  10.1 , the closing of the transactions contemplated hereby (the “ Closing ”) shall take place (a) as promptly as practicable (and, in any event, within two (2) Business Days) after the satisfaction or waiver of each of the conditions set forth in Article 9 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or (b) on such other time and date as Acquiror and the Company may agree in writing. The Closing shall take place remotely via the electronic exchange of signature and documents, or in such other manner as the parties hereto may agree. The date on which the Closing occurs is herein referred to as the “ Closing Date ”.

3

2.3 Signing and Closing Deliveries .

(a) Acquiror Closing Deliveries . Acquiror shall deliver to the Company and the Stockholders’ Agent, at or prior to the Closing, each of the following:

(i) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror to the effect that each of the conditions set forth in clause (a) of Section  9.2 has been satisfied;

(ii) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by its Secretary, certifying Acquiror’s board resolutions approving the Merger and adopting this Agreement;

(iii) the Certificate of Merger, executed by the Merger Sub;

(iv) an Escrow Agreement, in substantially the form attached hereto as Exhibit C (the “ Escrow Agreement ”), dated as of the Closing Date and executed by Acquiror and the Escrow Agent;

(v) the Paying Agent Agreement, dated as of the Closing Date and executed by Acquiror and the Paying Agent; and

(vi) a written opinion from Acquiror’s legal counsel, in substantially the form set forth on Exhibit F , dated as of the Closing Date and addressed to Stockholders.

(b) Company Closing Deliveries . The Company shall deliver to Acquiror, at or prior to the Closing, each of the following:

(i) a certificate, dated as of the Closing Date, executed on behalf of the Company by a duly authorized officer of the Company to the effect that each of the conditions set forth in clause (a) of Section  9.3 has been satisfied;

(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) board resolutions approving the Merger and adopting this Agreement, and (B) Stockholder resolutions approving the Merger and adopting this Agreement;

(iii) if requested by Acquiror pursuant to Section 8.12 , evidence reasonably satisfactory to Acquiror of the termination the Company’s 401(k) Plan (the “ 401(k) Plan ”) immediately prior to the Effective Time;

(iv) a certificate from the Secretary of State of the applicable state of organization and each state or other jurisdiction in which the Company and each Subsidiary is qualified to do business as a foreign corporation dated within ten (10) days prior to the Closing Date certifying that the Company and each Subsidiary is in good standing;

(v) evidence satisfactory to Acquiror of the termination or waiver of any rights of first refusal, rights to any liquidation preference or redemption rights of any Stockholder listed on Schedule 2.3(b)(v) , effective as of and contingent upon the Closing;

(vi) the Spreadsheet completed to include all of the information specified in Section  8.9(a) in a form reasonably acceptable to Acquiror and a certificate executed by the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete;

4

(vii) the Net Working Capital Certificate and the Closing Cash Certificate;

(viii) FIRPTA documentation, meaning (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit D , dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Statement, in substantially the form attached hereto as Exhibit E , dated as of the Closing Date and executed by the Company;

(ix) the Certificate of Merger, executed by the Company;

(x) a written opinion from the Company’s legal counsel, in substantially the form set forth on Exhibit F , dated as of the Closing Date and addressed to Acquiror;

(xi) evidence, in form and substance reasonably satisfactory to Acquiror, that the Indebtedness listed on Schedule 2.3(b)(xi) (the “ Indebtedness to be Repaid ”) will be satisfied in full as of the moment immediately prior to the Closing (after giving effect to the payments pursuant to Section  4.1(c)(i)) ;

(xii) evidence, in form and substance reasonably satisfactory to Acquiror, that all Change in Control Payments listed on Schedule 2.3(b)(xii) will be satisfied in full as of the moment immediately prior to the Closing (after giving effect to the payments pursuant to Section 4.1(c)(iii) and (iv) );

(xiii) a Letter of Transmittal and Release, duly executed on behalf of each Major Holder, together with such Major Holder’s Certificate(s) (or an affidavit in lieu of any such Certificate that has been lost, stolen or destroyed);

(xiv) evidence reasonably satisfactory to Acquiror of the waiver of termination right or consent to assignment of any Person whose waiver or consent to assignment, as the case may be, is required in connection with the Merger or any other transaction contemplated by this Agreement under the Contracts listed or described on Schedule 2.3(b)(xiv) to this Agreement; and

(xv) the Paying Agent Agreement, dated as of the Closing Date and executed by the Company.

(c) Stockholders’ Agent’s Closing Deliveries . The Stockholders’ Agent shall deliver to Acquiror, at or prior to the Closing, each of the following:

(i) the Escrow Agreement, dated as of the Closing Date and executed by the Stockholders’ Agent; and

5

(ii) the Paying Agent Agreement, dated as of the Closing Date and executed by the Stockholders’ Agent.

2.4 Effective Time . At the Closing, after the satisfaction or waiver of each of the conditions set forth in Article 9 , Acquiror, Merger Sub and the Company shall cause the Certificate of Merger to be filed with the Department of Licensing & Regulatory Affairs of the State of Michigan, in accordance with the relevant provisions of Michigan Law (the time of acceptance by the Department of Licensing & Regulatory Affairs of the State of Michigan of such filing or such later time as may be agreed to by Acquiror and the Company and set forth in the Certificate of Merger being referred to herein as the “ Effective Time ”).

2.5 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Michigan Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all (a) the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and any debts, liabilities, obligations and duties of the Company and Merger Sub shall become debts, liabilities, obligations and duties of the Surviving Corporation, and (b) the capital stock of the Company shall be treated as set forth in Article 3 .

2.6 Articles of Incorporation and Bylaws .

(a) At the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Michigan Law.

(b) At the Effective Time, the Bylaws of Merger Sub shall become the Bylaws of the Surviving Corporation, until thereafter amended as provided by Michigan Law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

2.7 Directors and Officers of the Surviving Corporation .

(a) At the Effective Time, the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

(b) At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

6

Article 3

E FFECT OF THE M ERGER ON C APITAL S TOCK AND O PTIONS

3.1 Effect on Capital Stock .

(a) Common Stock . At the Effective Time, by virtue of the Merger and without any action on the part of any Stockholders, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section  4.1(b) , an amount of cash equal (without interest) to: (i) the Closing Amount Per Common Share, (ii) upon release from the Escrow Fund pursuant to the terms and conditions of the Escrow Agreement, the Escrow Cash Individual Amount (which amount, for the sake of clarity, is subject to reduction pursuant to the terms and conditions of this Agreement and the Escrow Agreement), and (iii) upon release from the Stockholders’ Agent Expense Fund, the Stockholders’ Agent Individual Amount (which amount, for the sake of clarity, is subject to reduction in the event of any settlements via the Stockholders’ Agent Expense Fund). The amount of cash each Stockholder receives via each payment for Common Stock held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Common Stock held by such Stockholder.

(b) Preferred Stock .

(i) At the Effective Time, by virtue of the Merger and without any action on the part of any Series A Stockholders, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (on an as if converted to Common Stock basis) (other than any shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section  4.1(b) , an amount of cash (without interest) equal to (A) the Series A Closing Amount Per Share, (B) upon release from the Escrow Fund pursuant to the terms and conditions of the Escrow Agreement, the Escrow Cash Individual Amount (which amount, for the sake of clarity, is subject to reduction pursuant to the terms and conditions of this Agreement and the Escrow Agreement), and (C) upon release from the Stockholders’ Agent Expense Fund pursuant to the terms and conditions of the SRS Engagement Agreement, the Stockholders’ Agent Individual Amount (which amount, for the sake of clarity, is subject to reduction in the event of any settlements via the Stockholders’ Agent Expense Fund). The amount of cash each Series A Stockholder receives via each payment for the shares of Series A Preferred Stock held by such Series A Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Series A Preferred Stock held by such Series A Stockholder.

(ii) At the Effective Time, by virtue of the Merger and without any action on the part of any Series B Stockholders, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (on an as if converted to Common Stock basis) (other than any shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with

7

Section  4.1(b) , an amount of cash (without interest) equal to (A) the Series B Closing Amount Per Share, (B) upon release from the Escrow Fund pursuant to the terms and conditions of the Escrow Agreement, the Escrow Cash Individual Amount (which amount, for the sake of clarity, is subject to reduction pursuant to the terms and conditions of this Agreement and the Escrow Agreement), and (C) upon release from the Stockholders’ Agent Expense Fund pursuant to the terms and conditions of the SRS Engagement Agreement, the Stockholders’ Agent Individual Amount (which amount, for the sake of clarity, is subject to reduction in the event of any settlements via the Stockholders’ Agent Expense Fund). The amount of cash each Series B Stockholder receives via each payment for the shares of Series B Preferred Stock held by such Series B Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Series B Preferred Stock held by such Series B Stockholder.

(c) Treasury Shares . At the Effective Time, all shares of Capital Stock that are owned by the Company as treasury stock immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and shall no longer constitute equity of any kind of any of the Company, the Surviving Corporation, or any other entity.

(d) Capital Stock of Merger Sub . Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be converted into and become one share of common stock of the Surviving Corporation (and the shares of Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation.

3.2 Effect on Company Options .

(a) No Company Options, whether vested or unvested, shall be assumed by Acquiror and/or the Surviving Corporation in the Merger. Instead, immediately upon the Effective Time, each then outstanding Company Option, whether vested or unvested, shall be cancelled for no consideration and shall no longer have any force or effect.

(b) After the consummation of the Merger, (i) neither Acquiror nor the Surviving Corporation shall have any payment or other obligations to any Company Optionholder, and (ii) Company Optionholders shall have no right to receive any payment nor any right to acquire any interest in Acquiror or the Surviving Corporation, in each case, under any Company Option outstanding immediately prior to the Effective Time.

3.3 Adjustments . In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to the Capital Stock occurring after the date hereof and prior to the Effective Time, all references in this Agreement to specified numbers of shares of any class or series affected thereby, and all

8

calculations provided for that are based upon numbers of shares of any class or series affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

Article 4

E XCHANGE AND P AYMENT FOR S HARES

4.1 Exchange and Payment Procedures .

(a) Paying Agent . The Escrow Agent shall act as paying and exchange agent (the “ Paying Agent ”) in the Merger.

(b) Surrender and Payment Procedures .

(i) Promptly after the signing of this Agreement (but, in any event, no later than ten (10) Business Days prior to the Closing Date), the Company shall, or shall cause the Paying Agent to, mail to every holder of record of Capital Stock: (1) a Letter of Transmittal and Release (the “ Letter of Transmittal and Release ”) in substantially the form attached as Exhibit G , and (2) instructions for use of the Letter of Transmittal and Release in effecting the surrender of certificates or instruments which immediately prior to the Effective Time represented issued and outstanding Capital Stock that were converted into the right to receive consideration pursuant to Sections  3.1(a) and 3.1(b) (the “ Certificates ”) in exchange for such Certificates. The Letter of Transmittal and Release provides, among other things, that delivery of Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon receipt thereof by the Company and Acquiror (in the case of the Major Holders desiring to receive such Major Holder’s portion of net Merger Consideration directly at Closing) or Paying Agent, together with a properly completed and duly executed Letter of Transmittal and Release, duly executed on behalf of each Person effecting the surrender of such Certificates, and that the Stockholders agree to be bound by the provisions of Section  4.1(b) and agree to release the Company and the Surviving Corporation from certain claims, rights, liabilities and causes of action solely related to such holder’s status as a stockholder.

(ii) At the Closing, or if delivered following the Closing, as soon as reasonably practicable after the date of delivery to the Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal and Release and any other documentation required thereby, the holder of record of such Certificate shall be entitled to receive a check or amount via wire transfer representing the cash amount that such holder has the right to receive pursuant to Sections  3.1(a)(i) , 3.1(b)(i)(A) and 3.1(b)(ii)(A) in respect of such Certificate, and such Certificate shall be canceled.

9

(c) Acquiror to Cause Payment to Major Holders and Deposit of Cash; Paying Agent Payment Procedures . At the Closing, Acquiror shall ) make payments equal to the Merger Consideration out of which it shall make the following payments to the extent not greater than the Merger Consideration:

(i) First , an aggregate amount equal to the amount of the Indebtedness to be Repaid, if any, shall be paid by Acquiror, to the Company’s creditors for the Indebtedness to be Repaid as of immediately prior to the Effective Time in the appropriate payoff amounts;

(ii) Second , an amount equal to the aggregate amount of the Transaction Expenses, as shall be set forth by the Company on the Flow of Funds Memorandum and the Spreadsheet, shall be paid by Acquiror, to the Company’s creditors for the Transaction Expenses as of immediately prior to the Effective Time in the appropriate payoff amounts;

(iii) Third , an amount equal to the aggregate amount of any Change in Control Payments that are payable to recipients who are not employees of the Company (and such payments are, accordingly, reportable on Form 1099), as shall be set forth by the Company on the Flow of Funds Memorandum and the Spreadsheet, shall be paid by Acquiror, to such recipients as of immediately prior to the Effective Time in the appropriate payoff amounts;

(iv) Fourth , an amount equal to the aggregate amount of any Change in Control Payments that are payable with respect to recipients who are employees of the Company (and such payments are, accordingly, reportable on Form W-2) shall be paid by Acquiror, to the Company and, in turn, the Company shall cause ADP (as the Company’s payroll agent) to (A) pay such recipients as of immediately prior to the Effective Time in the appropriate payoff amounts, and (B) pay to each applicable Tax Authority the amount payable to such Tax Authority in satisfaction of the Tax withholding obligations and Employment Taxes attributable to the Change in Control Payments;

(v) Fifth , the Escrow Cash shall be paid by Acquiror, to the Escrow Agent, to be held by the Escrow Agent for use pursuant to the terms and conditions hereof and the Escrow Agreement;

(vi) Sixth , the Stockholders’ Agent Expense Amount shall be deposited as directed by the Stockholders’ Agent in accordance with the Flow of Funds Memorandum; and

(vii) Seventh , pay to each Major Holder that has already delivered to the Company and Acquiror a fully executed Letter of Transmittal and Release, such Major Holder’s portion of the Net Merger Consideration.

The amount remaining after the distributions listed in Section 4.1(c)(i) through (vi) shall be the “ Net Merger Consideration ” and at the Closing, Acquiror shall deposit or cause to be deposited the Net Merger Consideration, (less the amount set forth in Section 4.1(c)(vii), above) with the Paying Agent by wire transfer of immediately available funds to such bank account as may be designated by the Paying Agent. Acquiror shall instruct the Paying Agent that the Net Merger Consideration, (less the amount set forth in Section 4.1(c)(vii), above) after being so

10

deposited, shall be distributed promptly, as follows (as shall be more particularly provided in that certain Paying Agent Agreement, in the form attached hereto as Exhibit H , to be entered into by and among Acquiror, the Company, the Stockholders’ Agent, and the Paying Agent pursuant to the terms and conditions hereof (the “Paying Agent Agreement” ).

(i) an amount equal to the Aggregate Preferred Stock Cash-Out Amount shall be paid by the Paying Agent, per the terms and conditions of the Paying Agent Agreement, to the holders of Preferred Stock (presuming compliance with the terms and conditions provided herein and in their respective Letter of Transmittal and Release) in the proportionate amounts set forth in the Spreadsheet; and

(ii) an amount equal to the Aggregate Common Stock Cash-Out Amount shall be paid by the Paying Agent, per the terms and conditions of the Paying Agent Agreement, to the Common Stockholders (presuming compliance with the terms and conditions provided herein and in their respective Letter of Transmittal and Release) in the proportionate amounts set forth in the Spreadsheet.

(d) Disbursement of Net Merger Consideration . All disbursements made by Acquiror or the Paying Agent, as applicable, of Net Merger Consideration among the Stockholders shall be in accordance with the provisions set forth in Section 2.2(a) of the Articles of Incorporation in the following order of priority:

(i) first , the first $100 million of Net Merger Consideration shall be allocated as follows: 90% of such amount to the Preferred Stockholders (the “ Preferred First Tranche Proceeds ”) and the remaining 10% of such amount to the Common Stockholders (the “ Common First Tranche Proceeds ”).

(ii) second , the next $23 million of Net Merger Consideration shall be allocated as follows: 50% of such additional amount to the Preferred Stockholders (the “ Preferred Second Tranche Proceeds ”) and the remaining 50% of such additional amount to the Common Stockholders (the “ Common Second Tranche Proceeds ”).

(iii) third , any Net Merger Consideration in excess of an aggregate amount of $123 million shall be allocated as follows: 75% of such excess amount to the Preferred Stockholders (the “ Preferred Third Tranche Proceeds ”) and the remaining 25% of such excess amount to the Common Stockholders (the “ Common Third Tranche Proceeds ”).

Any payment of the Preferred First Tranche Proceeds, Preferred Second Tranche Proceeds or Preferred Third Tranche Proceeds to the Preferred Stockholders under this Section  4.1(d) shall be allocated, on an aggregate basis, among holders of Series A Preferred Stock, which shall be entitled to 63.0288% thereof (“ Series A Portion ”), and holders of Series B Preferred Stock, which shall be entitled to 36.9712% thereof (“ Series B Portion ”). Any payment of the Series A Portion to the holders of Series A Preferred Stock under this Section  4.1(d) shall be allocated ratably among such holders based on their respective shares of Series A Preferred Stock. Any payment of the Series B Portion to the holders of Series B Preferred Stock under this Section  4.1(d) shall be allocated ratably among such holders based on their respective shares of

11

Series B Preferred Stock. Any payment of the Common First Tranche Proceeds, Common Second Tranche Proceeds or Common Third Tranche Proceeds to the Common Stockholders under this Section4.1(d) shall be allocated ratably among the Common Stockholders based upon their respective shares of Common Stock.

(e) Escrow Arrangements . The Escrow Cash deposited in accordance with Section  4.1(c)(v) shall be applied to satisfy the indemnification obligations, if any, of the Stockholders pursuant to Article 11 , and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement, the Stockholders’ Agent Expense Amount, and of all of the arrangements relating thereto, including the placement of the Escrow Fund in escrow, the placement of the Stockholders’ Agent Expense Fund with Shareholder Representative Services LLC, and the appointment of the Stockholders’ Agent. The parties intend the Escrow Cash to qualify for installment sale reporting under Section 453 of the Code.

4.2 Rights Not Transferable . The rights of the Stockholders as of immediately prior to the Effective Time are personal to each such Person and shall not be transferable for any reason otherwise than by operation of law, will or the laws of descent and distribution. Any attempted transfer of such right by any holder thereof (otherwise than as permitted by the immediately preceding sentence) shall be null and void.

4.3 No Interest . No interest shall accumulate on any cash payable in connection with the Merger (other than interest accrued on the Escrow Cash according to the Escrow Agreement); provided, however, that some payments may be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder.

4.4 Transfers of Ownership . If any cash amount payable pursuant to Sections  3.1(a) or 3.1(b) is to be paid to a Person other than the Person to which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the payment thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall have paid to Acquiror or any agent designated by it any transfer or other Taxes required by reason of the payment of cash in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such Tax has been paid or is not payable.

4.5 No Liability . Notwithstanding anything to the contrary in this Article 4 , none of the Company, Acquiror or the Surviving Corporation shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

4.6 Unclaimed Cash . Any portion of funds held by the Paying Agent which have not been delivered to any holders of Certificates pursuant to this Article 4 within twelve (12) months after the Effective Time, shall promptly be paid to Acquiror, and thereafter each holder thereof who has not theretofore complied with the exchange procedures set forth in and contemplated by Section  4.1(b) shall look only to Acquiror (subject to abandoned property, escheat and similar laws) for its claim, only as a general unsecured creditor thereof, to the cash payable pursuant to

12

Section 4.1(c) . Notwithstanding anything to the contrary contained herein, if any Certificate has not been surrendered prior to the earlier of the third anniversary of the Effective Time or such date on which the Merger Consideration contemplated by Sections  3.1(a) and 3.1(b) in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any amounts payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Acquiror, free and clear of all claims or interests of any Person previously entitled thereto.

4.7 No Further Ownership Rights in Capital Stock . All cash paid or payable following the surrender for exchange of shares of Capital Stock in accordance with the terms hereof shall be so paid or payable in full satisfaction of all rights pertaining to such shares of Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for any reason, such Certificate shall be canceled and exchanged as provided in this Article 4 .

4.8 Lost, Stolen or Destroyed Certificates . In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such Certificate, following the making of an affidavit of that fact by the record holder thereof, such cash as may be required pursuant to Sections 3.1(a) and 3.1(b) in respect of such Certificate; provided, however, that Acquiror or the Paying Agent may, in its discretion and as a condition precedent to the issuance thereof, require the record holder of such Certificate to execute an indemnification agreement as Acquiror or the Paying Agent may direct as indemnity against any claim that may be made against Acquiror, the Surviving Corporation, the Paying Agent and/or any of their respective representatives or agents with respect to such Certificate.

4.9 Net Working Capital and Closing Cash Adjustments . Pursuant to Section  2.3(b)(vii) , the Company shall deliver the Net Working Capital Certificate and the Closing Cash Certificate to Acquiror at or prior to the Closing, and a draft thereof shall be delivered by the Company to Acquiror not less than three (3) Business Days prior to the Closing Date.

(a) Within sixty (60) days after the Closing, Acquiror and the Stockholders’ Agent (each, an “ Objecting Party ”) may object to the Net Working Capital and/or the Company Cash calculations included in the Net Working Capital Certificate and the Closing Cash Certificate, respectively (the “ NWC & Cash Calculations ”), by delivering to Acquiror or the Stockholders’ Agent, as applicable, a certificate (the “ NWC & Cash Objection Certificate ”) executed by the Objecting Party setting forth, as applicable, (i) the Objecting Party’s calculation of the Net Working Capital and the amount by which Net Working Capital as calculated by the Objecting Party is greater or less than the Net Working Capital set forth in the Net Working Capital Certificate; and (ii) the Objecting Party’s calculation of the Company Cash and the amount by which the Company Cash as calculated by the Objecting Party is greater or less than the Company Cash set forth in the Closing Cash Certificate. In the event neither Acquiror nor the Stockholders’ Agent timely delivers a NWC & Cash Objection Certificate, the Net Working Capital and the Company Cash shall be definitively deemed to be as calculated in the Net Working Capital Certificate and the Closing Cash Certificate delivered by the Company at Closing.

13

(b) Acquiror and the Company acknowledge and agree that if an Objecting Party has timely and validly delivered a NWC & Cash Objection Certificate to Acquiror or the Stockholders’ Agent, as applicable, such recipient shall be precluded from delivering another NWC & Cash Objection Certificate and instead will deliver a Notice of Objection if it disagrees with the calculations, set forth in the NWC & Cash Objection Certificate. In the event that Acquiror, as the Objecting Party, has delivered a NWC & Cash Objection Certificate to the Stockholders’ Agent, during the thirty (30) day period following receipt of such NWC & Cash Objection Certificate, Acquiror shall permit Stockholders’ Agent and its accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the books, records, accountants and personnel of Acquiror and the Surviving Corporation and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the amounts included in the NWC & Cash Objection Certificate.

(c) Whichever of the Acquiror or the Stockholders’ Agent, did not deliver the NWC & Cash Objection Certificate, may object to the Net Working Capital and/or Company Cash calculations set forth in the NWC & Cash Objection Certificate received from the Objecting Party by providing written notice of such objection to the Objecting Party within thirty (30) days after the Objecting Party’s delivery of the NWC & Cash Objection Certificate (the “ Notice of Objection ”). If an NWC & Cash Objection Certificate has been timely delivered and Acquiror or the Stockholders’ Agent, as applicable, does not timely deliver a Notice of Objection, the Net Working Capital and the Company Cash shall be definitively deemed to be as calculated in the NWC & Cash Objection Certificate.

(d) If Acquiror or the Stockholders’ Agent, as applicable, timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to ten (10) Business Days following the Objecting Party’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding.

(e) If, after such ten (10) Business Day period, the Stockholders’ Agent and Acquiror cannot resolve any such disagreement, then the parties shall engage the Independent Accounting Firm to review the NWC & Cash Calculations. After review of the NWC & Cash Calculations and the Company’s books and records, the Independent Accounting Firm shall promptly determine the Net Working Capital and Company Cash in accordance with and on a basis consistent with the accounting methodologies, practices, estimates, techniques, assumptions and principles used in the preparation of the Financial Statements and such determination shall be final and binding on the parties.

(f) If the Net Working Capital, as determined pursuant to the foregoing provisions is in fact less than the Net Working Capital set forth in the Net Working Capital Certificate (such difference, the “ NWC Negative Adjustment Amount ”), then (subject to Section 4.9(j)) Acquiror shall be permitted to recover from the Escrow Fund an amount equal to the NWC Negative Adjustment Amount,

14

(g) If the Company Cash, as determined pursuant to the foregoing provisions is, in fact, less than the Company Cash set forth in the Closing Cash Certificate (such difference, the “ Cash Negative Adjustment Amount ”), then (subject to Section 4.9(j)) Acquiror shall be permitted to recover from the Escrow Fund an amount equal to the Cash Negative Adjustment Amount.

(h) If the Net Working Capital, as determined pursuant to the foregoing provisions, is in fact greater than the Net Working Capital set forth in the Net Working Capital Certificate (such difference, the “ NWC Positive Adjustment Amount ”), then (subject to Section 4.9(j)) Acquiror shall promptly (but in any case within three (3) Business Days of the determination) deliver an amount of cash equal to the NWC Positive Adjustment Amount to the Paying Agent for ratable distribution to the Stockholders (which such ratios shall be equal to their respective Applicable Percentage).

(i) If the Company Cash, as determined pursuant to the foregoing provisions is, in fact, greater than the Company Cash set forth in the Closing Cash Certificate (such difference, the “ Cash Positive Adjustment Amount ”), then Acquiror shall (subject to Section 4.9(j)) promptly (but in any case within three (3) Business Days of the determination) deliver an amount of cash equal to such Cash Positive Adjustment Amount to the Paying Agent for ratable distribution to the Stockholders (which such ratios shall be equal to their respective Applicable Percentage).

(j) The parties shall offset the adjustments pursuant to Sections  4.9(f) to 4.9(i) against each other, such that one net payment is made in satisfaction of all such adjustments. Notwithstanding anything to the contrary in the foregoing, should such a net payment be made to the Stockholders, the Acquiror shall pay the fees of the Independent Accounting Firm. Conversely, notwithstanding anything to the contrary in the foregoing, should such a net payment be made to the Acquiror, the Stockholders’ Agent (solely on behalf of the Stockholders) shall pay the fees of the Independent Accounting Firm (from the Escrow Fund).

4.10 Tax Consequences . The parties intend the Merger to be a taxable sale of the Capital Stock by the Stockholders. No party makes any representations or warranties regarding the Tax treatment of the Merger, or any of the Tax consequences of this Agreement, the Merger or any of the other transactions or agreements contemplated hereby. Each party acknowledges that it is relying solely on its own Tax advisors in connection with this Agreement, the Merger and the other transactions and agreements contemplated hereby.

4.11 Certain Taxes . All transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) (collectively, the “ Transfer Taxes ”) incurred in connection with this Agreement or the transactions contemplated by this Agreement shall be paid one-half by the Acquiror and one-half by the Company (if prior to Closing) or the Stockholders’ Agent (if after the Closing), solely on behalf of the Stockholders, when due, and the Acquiror and the Company (if prior to Closing) or the Stockholders (if after the Closing) shall, at their expense borne equally, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes ( provided , however , that any stock transfer Tax imposed on the Company and its Subsidiaries by the State of Michigan solely as a result of the transfer of the Capital Stock as a result of the transactions contemplated by this Agreement and regardless of

15

and without taking into account whether the Company owns any real estate or any other particular assets, shall be paid by the Company (if prior to Closing) or the Stockholders (if after the Closing), when due; provided, further, that for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Stockholders’ Agent shall have no responsibility for determining whether any Transfer Taxes are applicable or for preparing or filing any tax returns) and the Acquiror and the Company shall cooperate in filing such forms and documents as may be necessary to permit any such Transfer Taxes to be assessed and paid on or prior to the Closing Date in accordance with any available pre sale filing procedure, and to obtain any exemption or refund of any such Transfer Taxes. Each Stockholder shall be responsible for any individual personal income tax incurred from such contemplated transactions.

4.12 Withholding Rights . Notwithstanding anything to the contrary contained herein, all payments required to be made hereunder shall be subject to withholding if and to the extent required by the Code and any provision of state, local, provincial or foreign Tax law. To the extent the amounts are so withheld, the withheld amounts will be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such withholdings were made. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Persons in respect of which such withholdings were made. Without limiting the generality of the foregoing, the Spreadsheet identifies certain payments that will be subject to such Tax withholding requirements.

4.13 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further reasonable action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of the Company or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.

Article 5

R EPRESENTATIONS AND W ARRANTIES OF THE C OMPANY

Subject to the disclosures set forth in the disclosure letter of the Company delivered to Acquiror concurrently with the parties’ execution of this Agreement (the “ Company Disclosure Letter ”) (the Schedules of which are numbered to correspond to the applicable subsection and sections of this Article 5 to which they apply; provided, that any disclosure set forth in any specific Schedule shall qualify any other subsection and section of this Article 5 (even if not referenced therein) to the extent it is reasonably apparent that the disclosure set forth in such Schedule is relevant to any such other subsection and section of this Article 5 ), the Company represents and warrants to Acquiror and Merger Sub, as of the date hereof and as of the Closing Date, as set forth in this Article 5 . Certain information reflected in the Company Disclosure Letter may not be matters required by this Agreement to be disclosed and such disclosure does not imply that such information is required to be disclosed or is material or would be likely to result in a Material Adverse Effect) or that such information is responsive to the representations or warranties.

16

5.1 Organization, Standing, Power and Subsidiaries .

(a) The Company and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company and each of its Subsidiaries has all requisite corporate power and authority to own its respective properties and to conduct its respective businesses as now being conducted and the Company and each of its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in material violation of any of the provisions of its respective Charter Documents.

(b) Neither the Company nor any of its Subsidiaries holds any Investment interest in any Person other than those Persons identified on Schedule 5.1(b) . Schedule 5.1(b) indicates, for each Subsidiary, its name and jurisdiction of incorporation or organization, the type and percentage of the Investment interests in such Subsidiary that is owned by the Company or Subsidiary, as applicable. The Company and each Subsidiary owns, beneficially and of record, free and clear of any Encumbrances (other than Permitted Encumbrances), such Investment interests in the Subsidiaries. Neither the Company nor any Subsidiary is a party to any voting trust, proxy, or other agreement or understanding with respect to voting in any Subsidiary. Neither the Company nor any Subsidiary is a party to any option, warrant, purchase right, or other contract or commitment that could require Acquiror to sell, transfer, or otherwise dispose of any of its Investment interests in any of the Subsidiaries (other than this Agreement). The Company has made available to Acquiror accurate and complete copies of the Charter Documents, as amended to date, of the Company and each Subsidiary.

(c) Schedule  5.1(c) sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors of the Company and its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors of the Company and its Subsidiaries; and (iii) the names and titles of the officers of the Company and its Subsidiaries.

5.2 Capital Structure .

(a) As of the Agreement Date, the authorized capital stock of the Company consists solely of (i) 143,000,000 shares of Common Stock and (ii) 12,139,271 shares of Preferred Stock, 7,519,706 shares of which have been designated as Series A Preferred Stock and 4,619,565 shares of which have been designated as Series B Preferred Stock. As of the Agreement Date: (i) 32,468,621 shares of Common Stock are issued and outstanding, (ii) 7,519,706 shares of Series A Preferred Stock are issued and outstanding, and (iii) 4,619,565 shares of Series B Preferred Stock are issued and outstanding. The Company holds no treasury shares. Other than as set forth in Schedule 5.2(a) -1 or 5.2(b)-1 , as of the Agreement Date, there are no other issued and outstanding shares of capital stock or other securities of the Company and no outstanding commitments or Contracts to issue any shares of capital stock or other securities of the Company. Schedule  5.2(a) -1 accurately sets forth, as of the Agreement Date, the name of each Person that is the registered owner of any shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, and the number and type of such shares so owned by such Person, and the number of shares of Common Stock that would be owned by such Person

17

assuming conversion of all shares of Preferred Stock so owned by such Person giving effect to all anti-dilution and similar adjustments. The number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company. All of the outstanding shares of Capital Stock were issued in material compliance with all applicable federal and state securities laws. All issued and outstanding shares of Capital Stock are duly authorized, validly issued, fully paid and non-assessable and except as set forth on Schedule  5.2(a) -2 are free of any Encumbrances (other than Permitted Encumbrances). There is no liability for dividends accrued and unpaid by the Company. Neither the Company nor any Subsidiary is under any obligation to register under the Securities Act any shares of Capital Stock or any other securities of the Company or any Subsidiary, whether currently outstanding or that may subsequently be issued. Each share of Preferred Stock is convertible into shares of Common Stock as set forth on Schedule  5.2(a) -1 . All issued and outstanding shares of Capital Stock and all Company Options were issued in material compliance with all applicable Legal Requirements and all requirements set forth in applicable Contracts.

(b) As of the Agreement Date, (i) 1,283,000 shares of Common Stock are reserved for issuance upon exercise of outstanding and unexercised Company Options, (ii) 839,250 shares of Common Stock are issuable upon exercise of vested Company Options, (iii) no shares of Capital Stock are reserved for issuance upon exercise of outstanding and unexercised Company Warrants, and (iv) no shares of Capital Stock are issuable upon exercise of vested Company Warrants. Schedule  5.2(b) -1 sets forth, as of the Agreement Date, a true, correct and complete list of all holders of record of outstanding Company Options, including the number and type of shares of Capital Stock subject to each Company Option, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share, the Tax status of such option under Section 422 of the Code, the term of each Company Option and the plan from which such Company Option was granted. In addition, Schedule  5.2(b) -2 sets forth a true, correct and complete list (which Schedule shall be a subset of Schedule  5.2(b) -1 ) of all holders of record of outstanding Company Options that are held by Persons that are not employees of the Company (including non-employee directors, consultants, advisory board members, vendors, service providers or other similar persons), including a description of the relationship between each such Person and the Company. Correct and complete copies of each Company Option Plan, all agreements and instruments relating to or issued under each Company Option Plan (including executed copies of and Contracts relating to each Company Option and the shares of Capital Stock purchased under such option have been made available to Acquiror, and such plans and Contracts have not been amended, modified or supplemented since being made available to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plans and Contracts in any case from those made available to Acquiror. Except as set forth on Schedule  5.2(b) -1 , no benefits under any of such plans or Contracts will accelerate in connection with the Merger. Except as set forth on Schedule  5.2(b)- 1 , no other outstanding Company Options, whether under the Company Option Plans or otherwise, will be accelerated in connection with the Merger.

(c) As of the Agreement Date, no Company Warrants are outstanding.

18

(d) As a result of the consummation of the Merger, each Company Option outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled for no consideration and shall no longer have any force or effect. No Company Option, whether vested or unvested, shall be assumed by Acquiror and/or the Surviving Corporation in the Merger. After the consummation of the Merger, (i) neither Acquiror nor the Surviving Corporation shall have any payment or other obligations to any Company Optionholder as a result of a Company Option, and (ii) no Company Optionholder shall have a right to receive any payment or acquire any interest in Acquiror or the Surviving Corporation, in each case, under any Company Option outstanding immediately prior to the Effective Time.

(e) Other than as set forth on Schedules  5.2(a) -1 , 5.2(b)-1 and 5.2(b) -2 , as of the Agreement Date, no Person has any right to acquire any Capital Stock or any Company Options, Company Warrants or other rights to purchase shares of Capital Stock or other securities of the Company or any Subsidiary, from the Company or any Subsidiary or, to the Company’s knowledge, any Stockholder.

(f) No bonds, debentures, notes or other indebtedness of the Company or any Subsidiary (i) granting its holder the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is any way based upon or derived from capital or voting stock of the Company or any Subsidiary, is issued or outstanding as of the Agreement Date (collectively, “ Company Voting Debt ”).

(g) Except for the Company Options described in Schedule  5.2(b) , there are no options, warrants, calls, rights or Contracts of any character to which the Company or any Subsidiary is a party or by which it is bound obligating the Company or any Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Capital Stock, Company Options, Company Warrants or other rights to purchase shares of Capital Stock or other securities of the Company or any Subsidiary, or any Company Voting Debt, or obligating the Company or any Subsidiary to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such Company Option, Company Warrant, call, right or Contract. Except as set forth on Schedule  5.2(g) , there are no Contracts relating to voting, purchase, sale or transfer of any Capital Stock or other securities of the Company or any Subsidiary (i) between or among the Company and any Person, and (ii) to the knowledge of the Company, between or among any Persons. Neither the Company Option Plan nor any Contract of any character to which the Company or any Subsidiary is a party to or by which the Company or any Subsidiary is bound relating to any Company Options requires or otherwise provides for any accelerated vesting of any Company Options in connection with the Merger or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company or any Subsidiary or with Acquiror, or any other event, whether before, upon or following the Merger or otherwise.

(h) The Spreadsheet will accurately set forth, as of the Closing, the name of each Person that is the registered owner of any shares of Capital Stock and the number and kind of such shares so owned by such Person. The number of such shares set forth as being so owned by such Person will constitute the entire interest of such Person in the issued and outstanding capital stock, voting securities or other securities of the Company. As of the Closing, no other Person not disclosed in the Spreadsheet will have a right to acquire any shares of Capital Stock

19

from the Company (including upon exercise or conversion of other securities of the Company). In addition, the shares of Capital Stock disclosed in the Spreadsheet will be, as of the Closing, free and clear of any Encumbrances (other than Permitted Encumbrances) created by the Charter Documents of the Company or any Contract to which the Company or any Subsidiary is a party or by which it is bound.

5.3 Authority; Noncontravention .

(a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the filing of the Certificate of Merger, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and the Stockholders pursuant to the Stockholder Consent. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies. The Board of Directors of the Company, by resolutions duly adopted (and not thereafter modified or rescinded) by the Board of Directors of the Company, has approved this Agreement and the Merger, determined that this Agreement and the terms and conditions of the Merger and this Agreement are advisable and in the best interests of the Company and the Stockholders, and directed that the approval of this Agreement be submitted to the Stockholders for consideration and recommended that all of the Stockholders approve this Agreement. Pursuant to the Stockholder Consent, the holders of (i) at least a majority of the outstanding shares of Common Stock and Preferred Stock (voting together as a single voting class on an as-converted to Common Stock basis), (ii) at least seventy percent (70%) of the Preferred Stock, have approved the Merger and adopted the Merger Agreement (the “ Stockholder Approval ”). The Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or securities that is necessary under applicable Legal Requirements to approve or adopt this Agreement and to consummate the Merger. The execution of the Stockholder Consent by the Stockholders named therein is sufficient for the Stockholder Approval.

(b) Assuming the taking of any action by, or in respect of, or any filing with, any Governmental Authority and the receipt of any consent required by Schedule  5.3(d) , and except as set forth on Schedule  5.3(b) , the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, (i) result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the material properties or assets of the Company or any Subsidiary or, to the knowledge of the Company, any of the shares of Capital Stock or other securities of the Company or any Subsidiary or (ii) conflict with, or result in any material violation of or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Company’s or any Subsidiary’s Charter Documents, as amended to date, (B) any Material Contract, or (C) any Legal Requirements applicable to the Company or any Subsidiary or any of their respective material properties or assets.

20

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, as provided in Section  2.4 , (ii) such filings and notifications as may be required to be made under the HSR Act and the expiration or early termination of applicable waiting periods under the HSR Act, and (iii) such other consents, authorizations, filings, approvals, notices and registrations which, if not obtained or made, would not be material to the Company’s ability to consummate the Merger or to perform its obligations under this Agreement and would not prevent, materially alter or delay any of the transactions contemplated by this Agreement.

(d) Schedule  5.3(d) sets forth a list of all material notices, reports, filings, approvals, orders, authorizations, consents, licenses, permits, qualifications or registrations, or qualifications, registrations or applications for new approvals, orders, authorizations, consents, licenses, permits, qualifications or registrations, or waivers of any of the foregoing, required to be obtained from or made with, or any notice, statement or other communications required to be filed with or delivered to any Person (each, an “ Approval ”) and the Contracts associated therewith (if any) that are required as a result of the execution, delivery and performance by the Company of this Agreement, each of the other agreements contemplated hereby to which the Company or any Subsidiary is or will be a party and the consummation of the transactions contemplated hereby and thereby.

(e) The Company, its Board of Directors and the Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents of the Company will not be applicable to any of the Company, Acquiror, the Surviving Corporation, or to the execution, delivery of, or performance of the transactions contemplated by this Agreement or the Stockholder Consent, including the consummation of the Merger or any of the other transactions contemplated hereby or thereby.

5.4 Financial Statements .

(a) The Company has made available to Acquiror its (i) unaudited consolidated financial statements for the fiscal year ended December 31, 2012, (ii) audited consolidated financial statements for each of its fiscal years ending December 31, 2011 and 2010 and (iii) unaudited consolidated financial statements for the three (3)-month period ended March 31, 2013 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “ Financial Statements ”). The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP (except that the unaudited Financial Statements do not contain footnotes and are subject to year-end adjustments) applied on a consistent basis throughout the periods indicated and consistent with each other and (iii) fairly and accurately present, in all material respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited financial statements, to normal recurring year-end audit adjustments).

21

(b) Neither the Company nor any Subsidiary has any Liabilities that would be required by GAAP to be set forth or accrued on a balance sheet other than (i) those set forth or adequately provided for in the Balance Sheet included in the Financial Statements as of March 31, 2013 (the “ Balance Sheet ”), (ii) those incurred in the conduct of the Company’s or any Subsidiary’s respective business since March 31, 2013 (the “ Balance Sheet Date ”) in the ordinary course, consistent with past practice, and individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, infringement, tort, lawsuit or violation of law, and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements or contemplated by the foregoing sentence, neither the Company nor any Subsidiary has any off balance sheet Liability to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary.

(c) Schedule  5.4(c) sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company and each Subsidiary maintains accounts of any nature and the names of all persons authorized to draw thereon or make withdrawals therefrom.

(d) Schedule  5.4(d) accurately lists all currently outstanding Indebtedness, including, for each item of Indebtedness, the agreement governing the Indebtedness and the interest rate, maturity date and any assets or properties securing such Indebtedness.

5.5 Absence of Certain Changes . Except as set forth on Schedule  5.5 , during the period beginning on the Balance Sheet Date and ending on the date hereof, the Company and each Subsidiary has conducted its respective business only in the ordinary course consistent with past practice and:

(a) there has not occurred a Material Adverse Effect on the Company,

(b) neither the Company nor any Subsidiary has made or entered into any Contract or letter of intent with respect to, or otherwise effected, (i) any acquisition, sale, disposition or transfer of any material asset of the Company or any Subsidiary, or (ii) a license, other than to its customers in the ordinary course of its business consistent with its past practice,

(c) except as required by GAAP, there has not occurred any change in accounting methods or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies or establishment of reserves) by the Company or any revaluation by the Company of its or any Subsidiary’s assets,

(d) there has not occurred any declaration, setting aside, or payment of a dividend or other distribution with respect to any securities of the Company or any Subsidiary, or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any of its securities, or any change in any rights, preferences, privileges or restrictions of any of its outstanding securities,

22

(e) neither the Company nor any Subsidiary has entered into, amended, renewed or terminated any Material Contract, and there has not occurred any uncured, material default or uncured, material breach by the Company or any Subsidiary under any Material Contract to which the Company or any Subsidiary is a party or by which it is, or any of its material assets and properties are, bound,

(f) there has not occurred any amendment to the Charter Documents of the Company or any Subsidiary,

(g) there has not occurred any increase in the compensation or benefits that may be or become payable by the Company or any Subsidiary to any of their respective directors, officers, employees or consultants, other than (i) increases not exceeding 5% in base pay that have been made in the ordinary course of business consistent with past practice, and (ii) adjustments that are required by applicable Legal Requirements or pre-existing Contract,

(h) neither the Company nor any Subsidiary has adopted or amended any employee plan or agreement other than amendments made in order to comply with applicable Legal Requirements, and neither the Company nor any Subsidiary has entered into any agreement or made any commitment for the payment of a bonus, fee or other form of compensation or award as a result of the consummation of the transactions contemplated by this Agreement,

(i) there has not occurred the execution of any Contracts or the extension of the term of any existing Contract with any Person in the employ of the Company or any Subsidiary,

(j) neither the Company nor any Subsidiary has incurred, created or assumed any Encumbrance (other than a Permitted Encumbrance) on any of its material assets or properties,

(k) neither the Company nor any Subsidiary has incurred any material Liability to its directors, officers or stockholders (other than Liabilities to pay compensation, reimbursements for business expenses or benefits in connection with services rendered, in each case, in the ordinary course of business consistent with past practice),

(l) neither the Company nor any Subsidiary has cancelled or waived any material Liabilities owed to it,

(m) neither the Company nor any Subsidiary has made any deferral of the payment of any accounts payable other than in the ordinary course of business, consistent with past practice, or in an amount in excess of $25,000, or given any discount, accommodation or other concession other than in the ordinary course of business, consistent with past practice, in order to accelerate or induce the collection of any receivable,

(n) neither the Company nor any Subsidiary has made any material change in the pricing of its products or services or in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with its customers,

23

(o) there has been no material damage, destruction or loss, whether or not covered by insurance, affecting the material assets, properties or business of the Company or any Subsidiary,

(p) neither the Company nor any Subsidiary has sold, disposed of, transferred or licensed to any Person any rights to any Company Intellectual Property other than pursuant to Standard Outbound IP Agreements, or has acquired or licensed from any Person any Intellectual Property other than pursuant to Standard Inbound IP Agreements,

(q) there has not occurred any cancellation, modification or delay of material orders or Contracts, any material reduction in sales, any loss of material customers, suppliers, vendors, lenders, licensors, or other partners, or material disruption or changes in such relationships, or any loss of employees, material labor disputes or employee strikes, slowdowns, work stoppages or labor union activities, and

(r) there has not occurred any announcement of, any negotiation by or any entry into any Contract by the Company or any Subsidiary to do any of the things described in the preceding clauses (a) through (r) (other than negotiations and agreements with Acquiror and its representatives regarding the transactions contemplated by this Agreement).

5.6 Litigation . Except as set forth on Schedule 5. 6, as of the date hereof, there is no private or governmental action, suit, proceeding, mediation or arbitration pending (a “ Legal Proceeding ”), or, to the knowledge of the Company, claimed, threatened or under investigation against the Company and/or any Subsidiary or any of their respective assets or properties or any of their respective directors, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company and/or any Subsidiary). There is no judgment, decree, injunction or order against the Company and/or any Subsidiary or any of their respective assets or properties, or, to the knowledge of the Company, any of its directors, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or any Subsidiary). Neither the Company nor any Subsidiary has any Legal Proceeding pending against any other Person.

5.7 Compliance with Laws; Governmental Authorizations . Except as provided in Schedule 5.7 :

(a) The Company and each Subsidiary has complied in all material respects with, is not in material violation of, and, as of the date hereof, has not received any written notices of material violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business.

(b) The Company and each Subsidiary has obtained or completed each material federal, state, county, local or foreign governmental consent, license, registration, permit, grant, or other authorization of a Governmental Entity (i) pursuant to which the Company and each Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) that is required for the operation of the Company’s and/or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, registrations, permits, grants, and other authorizations, collectively, the “ Company Authorizations ”). All of

24

the Company Authorizations are in full force and effect and the Company and each Subsidiary is, and at all times has been, in material compliance with the requirements of the Company Authorizations. As of the date hereof, neither the Company nor any Subsidiary has received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible material violation of law or any Company Authorization or any failure to materially comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization. No material Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the transactions contemplated by this Agreement.

(c) Notwithstanding the foregoing, the representations and warranties contained in this Section 5.7 do not apply to taxes, employee relations, employee benefit plans and related matters, environmental Legal Requirements and environmental matters, intellectual property, real property, export control Legal Requirements, and regulatory compliance or specific medical device Legal Requirements, which subject matters are discussed in their entirety and exclusively in Sections 5.8 (Title to and Condition of Assets), 5.9 (Intellectual Property), 5.10 (Environmental Matters), 5.11 (Taxes), 5.12 (Employee Benefit Plans and Employee Matters), 5.17 (Export Control Laws) and 5.21 (Regulatory Compliance), as applicable.

5.8 Title to and Condition of Assets .

(a) The Company and/or each Subsidiary has good and valid title to all of its respective tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Balance Sheet or acquired after the Balance Sheet Date (except such properties and assets, or interests in such properties and assets, sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased tangible properties and assets, including the Real Property Leases, valid and marketable leasehold interests in such properties and assets which afford the Company and/or each Subsidiary valid leasehold possession of the tangible properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances, (ii) such non-monetary Encumbrances as do not and will not materially reduce the value of the properties, materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (iii) liens securing indebtedness that is reflected on the Balance Sheet. The Company and/or its Subsidiaries are the sole legal and equitable owner of the Owned Real Property, and possesses good and marketable, indefeasible fee simple title thereto, free and clear of all Encumbrances other than Permitted Encumbrances.

(b) In the twelve months prior to the date hereof, the Company and its Subsidiaries have not delayed or deferred any replenishment, maintenance or repair of any of its material facilities, surgical instruments, machinery, equipment, fixtures, vehicles, or other tangible properties in a manner which deviates materially from past practice.

(c) Schedule  5.8(c) identifies each site of real property in which the Company and/or any Subsidiary leases, licenses, subleases, uses or occupies, or has the right to use or occupy, now or in the future (collectively, the “ Leased Properties ”), and sets forth the addresses

25

for all Leased Properties. The Company has heretofore distributed to Acquiror’s counsel true, correct and complete copies of all written leases, licenses, subleases and other agreements, including all modifications, amendments, restatements and supplements thereto, with respect to the Leased Properties (collectively, the “ Real Property Leases ”). The occupation, possession and use of the Leased Properties by the Company and/or its Subsidiaries have not been disturbed and no claim has been asserted in writing or, to Company’s knowledge, threatened adverse to the rights of the Company and/or its Subsidiaries to the continued occupation, possession and use of the Leased Properties. No default by the Company or any of the Subsidiaries (or to the knowledge of the Company, by the landlord) currently exists under any of the Real Property Leases except as set forth on Schedule  5.8(c) . Except as set forth on Schedule  5.8(c) , the consummation of the transactions contemplated by this Agreement do not require the consent of any of any Person under the Real Property Leases.

(d) Schedule  5.8(d) identifies each site of real property owned by the Company and its Subsidiaries (collectively, the “ Owned Real Properties ”), and sets forth the addresses for all Owned Real Properties. Neither the Company nor any Subsidiary owns, or has in the past owned, any real property other than the Owned Real Property. There are no purchase options of any kind whereby any Person has acquired or will have any basis to assert any right to purchase any part or all of the Owned Real Properties. There is no pending or, to Company’s knowledge, threatened condemnation or similar proceeding affecting the whole or any portion of the Owned Real Properties. Requests received by the Company for any repairs, restorations or improvements to the Owned Real Properties and Facilities from any Governmental Authority or insurance company or provider have resulted in said items being completed or will lead to said items being completed in the ordinary course of business. No portion of the Owned Real Property has suffered any material damage by fire or other casualty which heretofore has not been repaired and restored. Except as set forth on Schedule  5.8(d) , no Person other than the Company and/or any Subsidiary owns any improvement located on the Owned Real Properties. Neither the Company nor any Subsidiary have received any written notice of any violation or alleged violation of applicable legal Requirements with respect to the Company’s use of the Owned Real Properties that remains uncured. There are no material capital expenditures known to the Company or any Subsidiary to be required to be made in connection with the Owned Real Properties in order to comply with all applicable Legal Requirements. All requisite certificates of occupancy and other licenses, consents, permits or approvals required with respect to the Facilities and the occupancy and use thereof have been obtained and are currently in effect.

5.9 Intellectual Property .

(a) The Company and/or each Subsidiary owns, or is licensed or otherwise possesses legal rights under, all patents, patent applications, trademarks, trade names, service marks, trade dress, copyrights, domain names, mask works, schematics, technology, know-how, trade secrets, confidential information, customer lists, technical information, technical data, process technology, plans, drawings and blue prints, inventions, algorithms, devices, systems, processes, computer software programs and applications to the extent the same are used in and are material to the respective businesses of the Company and/or any Subsidiary.

26

(b) Schedule  5.9(b) -1 lists all: (i) patents, patent applications (“ Company Patent Rights ”), registered trademarks and service marks, and registered copyrights owned by the Company and/or each Subsidiary (“ Scheduled Company Intellectual Property ”), including where applicable the jurisdictions, both domestic and foreign, in which each such item of Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed; (ii) written licenses, sublicenses and other agreements as to which the Company or any Subsidiary is a party and pursuant to which any Person is authorized to use any Intellectual Property owned by the Company other than Standard Outbound IP Licenses; (iii) written licenses, sublicenses and other agreements to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any third party’s Intellectual Property (other than, with respect to such software, off-the-shelf commercial or shrinkwrap software or open source software) (“ Third Party Intellectual Property Rights ”) that are incorporated or used in any product or service of the Company and/or each Subsidiary or which are material to their respective operations other than Standard Inbound IP Licenses; and (iv) all agreements to which the Company or any Subsidiary is a party that provide for an optional or contingent license, sublicense or other agreement as described in clauses (ii) or (iii) above in this paragraph. All Scheduled Company Intellectual Property is valid, enforceable, has been duly maintained, is in full force and effect, and has not been cancelled, expired or abandoned other than as indicated in Schedule  5.9(b)-1 . Neither the Company nor any Subsidiary is obligated to pay any royalties and/or fees to any third party with respect to any Intellectual Property license, other than under those licenses listed in Schedule  5.9(b) . None of the Company Patent Rights were developed under a funding agreement with the Government of the United States of America or with any state governments, pursuant to which the government of the United States of America or with any state governments has rights relative thereto.

(c) Except as set forth on Schedule  5.9(c) , neither the Company nor any Subsidiary has received (i) any notice from, or demand or claim by, any third party that any of the Company Intellectual Property, including any Company Patent Rights are not solely owned by Company or that the Company Patent Rights are subject to a compulsory license, or (ii) an opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to the validity or enforceability of any of the Company Patent Rights would reasonably succeed.

(d) No allowable or allowed subject matter of the Company Patent Rights listed in Schedule  5.9(d) as being solely owned by the Company is subject to any competing or interfering claims by any third party. No allowable or allowed subject matter of such Company Patent Rights has been the subject of any interference, re-examination or opposition proceedings and, to the Company’s knowledge, there is no reasonable basis for any such interference, re-examination or opposition proceedings.

(e) The Company has taken all action necessary to maintain the enforceability and registration of all Scheduled Company Intellectual Property material to the operation of the Company and/or each Subsidiary. Except as set forth on Schedule 5.9(b)- 1 and Schedule 5.9(e) , all annuities, maintenance fees or other fees necessary to maintain the pendency or right to assert the Company Patent Rights due on or before the date hereof have been paid according to proper entity status in the relevant jurisdiction. The registrations to Company Patent Rights are in good standing and none of the Company Patent Rights have lapsed, been disclaimed or otherwise voluntarily limited in scope, or been dedicated to the public other than as indicated in Schedule  5.9(b) -1 . Except as set forth in Schedule  5.9(e) , neither the Company nor any

27

Subsidiary has received any invitation to license or written charge, complaint, claim, demand or notice that the Company or any Subsidiary has infringed, misappropriated, or acted in conflict with any of the Intellectual Property owned by any third party.

(f) Except as disclosed on Schedule 5.9(f) , to the Company’s knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property rights of the Company and/or any Subsidiary, or any Third Party Intellectual Property Rights to the extent exclusively licensed to the Company, by any third party, including any employee or former employee of the Company and/or any Subsidiary. Neither the Company nor any Subsidiary has, in the three (3) years preceding the date of this Agreement, sent to any third party any written charge, complaint, claim, demand or notice asserting that such Person has infringed, misappropriated, or acted in conflict with any of the Intellectual Property owned by the Company, nor (to the Company’s knowledge) is any such infringement, misappropriation, or conflict occurring or threatened, other than as disclosed in Schedule  5.9(f) .

(g) Neither the Company nor any Subsidiary is, nor will be, as a result of the execution and delivery of this Agreement by the Company, or the performance of its obligations hereunder, in material breach of any license, sublicense or other agreement.

(h) The conduct of the business of the Company and/or any Subsidiary as presently conducted does not infringe upon, misappropriate or otherwise violate any Intellectual Property of any third party.

(i) Except as set forth on Schedule  5.9(i) , each current and former officer, employee and consultant of the Company and each Subsidiary has executed and delivered to the Company and/or one of its Subsidiaries an agreement in substantially the form or forms made available by the Company to Acquiror, providing that the Company and/or such Subsidiary will become or may elect to become the owner or assignee of any Intellectual Property such Person creates within the scope of his or her employment or in the case of a non-employee, from the services such Person performs for the Company and/or any Subsidiary, unless or except to the extent that the Company and/or any Subsidiary is entitled to become or elects to become the owner or assignee of such Intellectual Property by operation of law.

(j) The Intellectual Property that is used by the Company and/or each Subsidiary in the conduct of their respective businesses was either (i) developed by employees of the Company and/or its Subsidiaries within the scope of their employment, and all ownership rights therein have been properly and irrevocably assigned or otherwise properly and irrevocably transferred to or vested in the Company and/or its Subsidiaries pursuant to written agreements; (ii) developed on behalf of the Company and/or its Subsidiaries by a third party, and all ownership rights therein have been assigned or otherwise transferred to or vested in the Company and/or its Subsidiaries pursuant to written agreements; or (iii) licensed or acquired from a third party pursuant to a license, assignment, equitable right, or other contract that is in full force and effect and under which neither the Company nor any Subsidiary is in material breach.

(k) The Company has entered into written confidentiality agreements with all employees and third parties to whom the Company and/or any Subsidiary has disclosed material Company-owned confidential Intellectual Property, except where a failure to do so would not have a Material Adverse Effect.

28

5.10 Environmental Matters .

(a) As used in this Agreement, the following terms shall have the meanings indicated below:

(i) “ Environmental and Safety Laws ” shall mean any applicable federal, state or local laws, ordinances, codes, regulations, rules and orders that are intended to assure the protection of the environment, or that classify, regulate, call for the remediation of, require reporting with respect to, or list or define air, water, groundwater, solid waste, Hazardous Materials, or which are intended to assure the safety of employees, from exposures to Hazardous Materials.

(ii) “ Hazardous Materials ” shall mean any toxic or hazardous substance, waste, material or substance, or any pollutant or contaminant, or biological agent, or active/ inactive bacteria or infectious or radioactive substance, that is defined in or prohibited or regulated by any Environmental and Safety Law based upon its toxic, dangerous, caustic, infectious, reactive, corrosive, ignitable, flammable chemical or chemical compound or deleterious characteristics.

(iii) “ Property ” shall mean all real property leased or owned, or formerly leased or owned, by the Company.

(iv) “ Facilities ” shall mean all buildings and improvements on the Property.

(b) Except as set forth in Schedule  5.10(b) : (i) the Company has disposed of all Hazardous Materials of the Company and/or each Subsidiary in accordance in all material respects with all Environmental and Safety Laws; (ii) neither the Company nor any Subsidiary has received any written notice of any noncompliance by the Company of the Facilities or its past or present operations with Environmental and Safety Laws; (iii) no Legal Proceedings are pending or, to the knowledge of the Company, threatened relating to an actual or alleged violation of any applicable Environmental and Safety Laws by the Company; (iv) to the Company’s knowledge, neither the Company nor any Subsidiary has been identified as a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any analogous state, local or foreign laws arising out of events occurring prior to the Agreement Date; (v) to the Company’s knowledge, there have not been in the past, and are not now, any Hazardous Materials on, under or migrating to or from any of the Facilities or any Property which require remedial or corrective action by the Company pursuant to Environmental and Safety Laws; (vi) to the Company’s knowledge, there have not been in the past, and are not now, any underground tanks or underground improvements which require remedial or corrective action by the Company pursuant to Environmental and Safety Laws; (vii) neither the Company nor any Subsidiary has operated any underground tanks at, on or under any Property, including treatment or storage tanks, sumps, or water, gas or oil wells; and (viii) the Facilities and the Company’s uses and activities therein have at all times materially complied with all Environmental and Safety Laws.

29

(c) Complete and accurate copies of all written environmental reports, audits or assessments which have been conducted, either by the Company, or any Person engaged by the Company for such purpose, at any Facility or Property, which are within the possession or control of the Company, have been made available to Acquiror and a list of all such reports, audits and assessments is set forth on Schedule  5.10(c) . The listing of such reports on Schedule  5.10(c) does not in any way create any exceptions to the representations and warranties of this Section  5.10 , and any such exceptions shall be specifically set forth in the appropriate paragraph of Schedule  5.10 .

5.11 Taxes . Except as provided in Schedule 5.11:

(a) The Company and each of its Subsidiaries has properly and timely filed (after giving effect to any extensions) all Tax Returns required to be filed by it. All such Tax Returns were accurate, complete and correct in all material respects. All Taxes of the Company and each Subsidiary (whether or not shown as due on such Tax Returns) required to have been paid on or before the Closing Date have been paid and the reserves for Taxes (rather than the reserve for deferred Taxes established to reflect timing differences between book and Tax income) provided in the books and records of the Company and each of the Subsidiaries has been determined in accordance with GAAP and will be sufficient for all of the Taxes of the Company and each of the Subsidiaries with respect to any period for which Tax Returns have not yet been filed or for Taxes not yet due and owing for any Tax period or portion thereof through and including the Closing Date. The Company and each of the Subsidiaries has made available to Acquiror correct and complete copies of all material Tax Returns for Tax Periods ending on our after December 31, 2009, and all examination reports and statements of deficiencies assessed against or agreed to by the Company and each Subsidiary issued since January 1, 2010.

(b) There are, and, immediately following the Effective Time, there will be, no material liens on the assets of the Company and/or each Subsidiary relating to or attributable to Taxes except liens for current Taxes not yet delinquent

(c) Except as provided in Schedule 5.11(c) : there is (i) no claim for Taxes being threatened or asserted against the Company or any Subsidiary, (ii) no audit or pending audit of, or Tax controversy associated with, any Tax Return of the Company or any Subsidiary being conducted by a Tax Authority, (iii) no waiver of any statute of limitations applicable with respect to any Taxes, and no extension of any statute of limitations on the assessment of any Taxes, granted by the Company currently in effect, and (iv) no agreement to any extension of time for filing any Tax Return which has not been filed. No written claim has been made by any Tax Authority and received by the Company since January 1, 2009, in a jurisdiction where the Company or any Subsidiary does not file Tax Returns that the Company or any Subsidiary is or may be subject to taxation by that jurisdiction. No power of attorney with respect to any Tax matter of the Company or any Subsidiary is currently in force.

30

(d) Neither the Company nor any Subsidiary is a party to or bound by any Tax sharing, Tax indemnity, or Tax allocation agreement nor does the Company or any Subsidiary have any Liability or potential Liability to another party under any such agreement.

(e) Neither the Company, any Subsidiary nor any predecessor of the Company or any Subsidiary has ever been a member of a consolidated, combined, unitary or aggregate group of which the Company or any predecessor of the Company was not the ultimate parent corporation.

(f) Neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than the Company) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law) as a transferee or successor, by Contract or otherwise.

(g) Neither the Company nor any Subsidiary has filed an election under Section 338(g) or 338(h)(10) of the Code, or entered into a gain recognition agreement described in Treasury Regulations under section 367 of the Code. Neither the Company nor any Subsidiary is required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any installment sale or open transaction disposition on or prior to the Closing Date or prepaid amount received on or prior to the Closing Date, (ii) any adjustment pursuant to (A) Section 481(a) of the Code or any similar provision of state, local or foreign law or (B) any application pending with any Tax Authority requesting permission for any change in any accounting method, (iii) any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law. (iv) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local, or foreign law, relating to a Taxable period (or portion thereof) ending on or prior to the Closing Date and (v) election under Section 108(i) of the Code.

(h) Neither the Company nor any Subsidiary has incurred a dual consolidated loss within the meaning of Section 1503 of the Code or any similar provision of state, local or foreign law.

(i) The Company and each Subsidiary has made available to Acquiror all documentation relating to any applicable Tax holidays or incentives. The Company and each Subsidiary is in compliance with the requirements for any applicable Tax holidays or incentives.

(j) Neither the Company nor any Subsidiary is, nor has it ever been, a “United States real property holding corporation” within the meaning of Section 897 of the Code, and the Company and each Subsidiary has filed with the Internal Revenue Service all statements, if any, which are required under Section 1.897-2(h) of the Treasury Regulations.

(k) Neither the Company nor any Subsidiary has ever constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

31

(l) The Company and each Subsidiary has complied (and until the Closing will comply) with all applicable Legal Requirements relating to the payment, reporting and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445 and 1446 of the Code or similar provisions under any foreign law), has, within the time and in the manner prescribed by law, withheld from employee wages or consulting compensation and paid over to the proper Tax Authorities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all applicable Legal Requirements, including federal state and foreign income Taxes, Federal Insurance Contribution Act, Medicare, Federal Unemployment Tax Act, relevant state and foreign income and employment Tax withholding laws, and has timely filed all withholding Tax Returns, for all periods through and including the Closing Date.

(m) Neither the Company nor any Subsidiary has been a party to a “reportable transaction,” as such term is defined in Treasury Regulation Section 1.6011-4(b)(1), or to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulation Section 1.6011-4(b)(2).

(n) Schedule 5.11(n) sets forth as of December 31, 2012, amounts and information that the Company reasonably believes to be accurate with respect to: (i) the Tax basis of the Company and of each Subsidiary regarding their respective assets; (ii) the amount of any net operating loss carryover or capital loss carryover of the Company or any Subsidiary, the dates of expiration of such carryovers, and a description of any limitation of the use of such carryovers; (iii) the amount of unused research and development, investment credit or other credit carryover of the Company and each Subsidiary; (iv) a list of the Company’s and each Subsidiary’s material federal income Tax elections then in effect, and similar elections under foreign law; (v) a list of all joint ventures, partnerships, limited liability companies, disregarded entities or other business entities (within the meaning of Treas. Reg. Section 301.7701-3) in which the Company or any Subsidiary has an interest, and (vi) information, if material, as determined for state, local and foreign tax purposes in each jurisdiction where the Company or any Subsidiary is required to file an income Tax Return, with respect to the amount of any net operating loss carryover of the Company or any Subsidiary, the dates of expiration of such carryovers, and a description of any limitation of the use of such carryovers, and information about any material state or local Tax election then in effect made by the Company or any Subsidiary.

(o) Neither the Company nor any Subsidiary is subject to any private letter ruling of the Internal Revenue Service or comparable rulings of any other Tax Authority.

(p) Neither the Company nor any Subsidiary (i) owns an interest in any (1) domestic international sales corporation, (2) foreign sales corporation, (3) passive foreign investment company, each within the meaning of the Code, or (ii) has any permanent establishment in any foreign country (other than the country in which it is established), as defined in the relevant Tax treaties applicable to such entity.

32

(q) The Company and each Subsidiary is in compliance with Financial Accounting Standards Board ASC 740-10 (“ ASC 740-10 ”) and has determined, assessed, and measured the benefits of all material Tax positions taken in any income Tax Return for any period covered by ASC 740-10, including all significant uncertain positions reflected in such Tax Returns that may be subject to assessment or challenge by any Governmental Entity.

(r) No amount paid or which may become payable under any Company Employee Plan or otherwise will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has or would be reasonably expected to have any gross-up or other indemnity obligation for any excise taxes imposed under Section 4999 of the Code.

(s) Schedule  5.11(s) lists each plan, agreement or arrangement to which the Company and/or any Subsidiary is a party or under which the Company and/or any Subsidiary is bound that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) and subject to Section 409A of the Code. With respect to each such nonqualified deferred compensation plan, (1) the written terms of such plan have at all times been in material compliance with, and (2) such plan has, at all times while subject to Section 409A of the Code, been operated in material compliance with, Section 409A of the Code and all applicable guidance thereunder. Neither the Company nor any of its Affiliates has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 409A of the Code.

(t) The exercise price of each Company Option is determined in good faith and believed by the Company to be at least equal to the fair market value of the Common Stock on the date such Company Option was granted for purposes of Section 409A of the Code.

5.12 Employee Benefit Plans and Employee Matters .

(a) Schedule  5.12(a) sets forth a complete list of the Company Employee Plans. With respect to each current Company Employee Plan, the Company has provided or made available to Acquiror copies of the governing plan documents and, to the extent applicable, (1) the related trust agreement, annuity contract or other funding documents, (2) the summary plan description and any summary of material modifications currently in effect, (3) the two most recent annual Form 5500 filings, (4) the two most recent annual discrimination test results, and (5) the most recent favorable determination or opinion letter received from the Internal Revenue Service.

(b) Except as provided in Schedule 5.12(b) , neither the Company nor any Subsidiary sponsors, maintains or contributes (directly or indirectly) to any self-funded welfare or other employee benefit plan. Each current Company Employee Plan that is intended qualify under Section 401(a) of the Code is covered by a current favorable determination letter or opinion letter issued by the Internal Revenue Service, and, to the Company’s knowledge, no fact or circumstance exists which could reasonably be expected to have an adverse effect on such qualified status (regardless of whether the adverse effect could be avoided by correction under the Employee Plans Compliance Resolution System or other voluntary compliance program maintained by the Internal Revenue Service or other Governmental Entity).

33

(c) Each Company Employee Plan has been maintained, funded and administered, in form and operation, in compliance in all material respects with its terms and with all applicable Legal Requirements. There are no pending or, to the Company’s knowledge, threatened claims, suits, audits or investigations (other than claims for benefits in the ordinary course) under or with respect to any Company Employee Plan.

(d) No Company Employee Plan or any other plan, policy, agreement or arrangement provides (or could reasonably be expected to require the Company or any of its Subsidiaries to provide) any post-employment health care coverage or other welfare benefits except as specifically required by applicable law. No Company Employee Plan is (1) a “multiple employer plan” (within the meaning of the Code or ERISA), (2) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), (3) a “funded welfare plan” (within the meaning of Section 419 of the Code), or (4) sponsored by a human resources or benefits outsourcing entity, professional employer organization or other similar vendor or provider.

(e) There has been no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any Liability with respect to Taxes under Chapter 43, 47, or 48 of Subtitle D of the Code or any penalty under Title I of ERISA with respect to any of the Company Employee Plans. All contributions, premiums, deposits, and other payments required to be made by the Company or any Subsidiary to or under any Company Employee Plan that are due on or before the Closing Date have been made on or before their due dates, and all such contributions, premiums, deposits, and other payments that are due after the Closing Date have been properly accrued on the Company’s books of account in accordance with GAAP.

(f) No Company Employee Plan is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. None of the Company, any Subsidiary, or any ERISA Affiliate of the Company or a Subsidiary is or ever was a participating employer in or has or ever had any obligation under or with respect to any “pension plan” (within the meaning of Section 3(2) of ERISA) that is or was subject to Section 412 of the Code or Section 302 or Title IV of ERISA, including, without limitation, a “multiemployer plan” as that term is defined in Section 3(37) of ERISA (without regard to paragraphs (E) or (G) thereof) or Section 4001(a)(3) of ERISA or Section 414(f) of the Code (without regard to paragraphs (5) or (6) thereof). Neither the Company nor any Subsidiary has incurred or may incur any direct or indirect Liability under Section 412 of the Code or Section 302 or Title IV of ERISA with respect to any such “pension plan.”

(g) For income tax withholding, employment taxes, Company Employee Plan eligibility, applicable employment law, and all other relevant purposes, all individuals who perform services for the Company or any of its Subsidiaries have been properly characterized as common law employees, independent contractors or leased employees, except for any failure to do so that would not, individually or in the aggregate, reasonably be expected to result in a material Liability of the Company or any Subsidiary.

34

(h) Schedule  5.12(h) lists each Company Employee Plan and any other plan, policy, agreement or arrangement with or for the benefit of any current or former employees of the Company or a Subsidiary working outside of the United States, including, without limitation, any plan, policy, agreement or arrangement maintained or contributed to by the Company under the laws or applicable customs or rules of the relevant jurisdiction outside of the United States (each such plan, a “ Foreign Plan ”). As regards each Foreign Plan, (1) such Foreign Plan is in material compliance with the provisions of all applicable Legal Requirements, (2) all contributions, premiums, deposits, and other payments to, and all payments from, such Foreign Plans that are due on or before the Closing Date have been made on or before their due dates, and such contributions, premiums, deposits, and other payments that are due after the Closing Date have been properly accrued on the Company’s books of account in accordance with GAAP, and (3) no Foreign Plan has or, as of the Closing Date, will have any unfunded Liabilities.

(i) Except as set forth on Schedule 5.12(i) , the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (1) entitle any current or former employee, officer, director, or independent contractor of the Company or any of its Subsidiaries to severance pay, or a transaction or retention bonus, unemployment compensation, or any other payment or additional compensation, (2) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, officer, director, or independent contractor, or (3) impair the ability of the Company or a Subsidiary to unilaterally amend or terminate any Company Employee Plan.

(j) Except as provided in Schedule 5.12(j) : the Company and each Subsidiary is in compliance in all material respects with all currently applicable Legal Requirements respecting employment, employee data privacy, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours, occupational safety and health and employment practices, including the Immigration Reform and Control Act (or any local law equivalent), workers compensation, applicant and employee background checking, and collective bargaining, and the Company and each Subsidiary is not engaged in any unfair labor practice. The Company and each Subsidiary has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company and each Subsidiary has paid or properly accrued in full to all employees, independent contractors and consultants of the Company and/or any Subsidiary all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. Neither the Company nor any Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistently with past practice). There are no controversies pending or, to the knowledge of the Company, threatened, between the Company and/or any Subsidiary and any of their respective employees, including threatened charges of unfair labor practices or employment discrimination based on race, national origin, age, sex, sexual orientation, religion, disability, or similar tortious conduct, wage and hour claims, breach of contract, wrongful termination, defamation, intentional or negligent infliction of emotional distress, interference with contract or interference with actual or prospective economic advantage, which controversies have or would

35

reasonably be expected to result in a Legal Proceeding. There are no claims pending or, to the knowledge of the Company, threatened, against the Company and/or any Subsidiary under any workers’ compensation or long-term disability plan or policy applicable to any current or former employees. All persons who have been performing services for the Company and each Subsidiary and have been classified as independent contractors have satisfied the requirements of all federal and state laws to be so classified and as applicable the Company and each Subsidiary have fully and accurately reported their compensation on IRS Forms 1099 or other applicable tax forms for independent contractors when required to do so.

(k) Schedule  5.12(k) sets forth a true, correct and complete list as of the Agreement Date of all severance Contracts, change of control contracts, and employment Contracts to which the Company and/or any Subsidiary is a party or by which the Company and/or any Subsidiary is bound that are not terminable at-will without liability to the Company and/or any Subsidiary. Neither the Company nor any Subsidiary has any obligation to pay any amount or provide any benefit to any former employee or officer, other than obligations (i) for which the Company has established a reserve for such amount on the Balance Sheet and (ii) pursuant to Contracts entered into after the Balance Sheet Date and disclosed on Schedule  5.12(k) . Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or other labor union Contract with a labor or trade union, labor organization, staff association or works council, or similar grouping of employee representations, and the Company and each Subsidiary has no knowledge of any activities or proceedings of any labor union to organize the Company’s or each Subsidiary’s employees by any Person, unit or group seeking to act as their bargaining agent. There is no pending demand for recognition or demand from a labor organization for representative status with respect to any Person employed by the Company and/or any Subsidiary. The Company has no knowledge of any activities or proceedings of any labor union or other similar organization to organize the employees of the Company and/or any Subsidiary. There has not been over the last three (3) years any labor dispute, strike, slowdown or work stoppage or lockout by employees of the Company and/or any Subsidiary and there is no labor dispute, strike, slowdown or work stoppage or lockout against the Company and/or any Subsidiary pending or, to the knowledge of the Company, threatened which may interfere with the respective business activities of the Company and any Subsidiary. Neither the Company nor any Subsidiary, nor to the knowledge of the Company, any of their respective representatives or employees, has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company and/or any Subsidiary, and there is no charge or complaint against the Company and/or any Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or to the knowledge of the Company, threatened. Except as set forth on Schedule  5.12(k) , no employee of the Company and/or any Subsidiary has been dismissed in the last 12-month period.

(l) Except as set forth on Schedule  5.12(l) , no key employee of the Company has given written notice to the Company, nor does the Company otherwise have knowledge, that any such key employee intends to terminate his or her employment with the Company.

(m) The Company has made available to Acquiror a true, correct and complete census as requested by Acquiror. This census includes a list of the names, positions and rates of compensation of all officers, directors, and employees of the Company and/or any Subsidiary, including “leased employees” within the meaning of Section 414(n) of the Code, as of the Agreement Date, showing each such person’s name, position, hire date, current base annual remuneration and status as exempt/non-exempt.

36

(n) The Company has made available to Acquiror a true, correct and complete list of all of its current consultants, advisory board members and independent contractors as of the Agreement Date, including the amount paid to each of them in calendar year 2012 and for the three months ended March 31, 2013 and the hourly pay rate or other compensatory arrangements with respect to such person.

5.13 Interested Party Transactions . To the Company’s knowledge, except for the matters disclosed on Schedule  5.13 , none of the officers and directors of the Company and, to the knowledge of the Company, no immediate family member of an officer or director of the Company has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). To the Company’s knowledge, except as set forth on Schedule  5.13 , none of said officers or directors or any member of their immediate families, is a party to, or to the knowledge of the Company, otherwise directly or indirectly interested in, any Contract to which the Company or any Subsidiary is a party or by which the Company and/or any Subsidiary or any of their respective assets or properties may be bound or affected, except for normal compensation for services as an officer, director or employee thereof. To the knowledge of the Company, none of said officers or directors or immediate family members has any interest in any material property, real or personal, tangible or intangible (including any intellectual property) that is used in, or that relates to, the respective businesses of the Company and/or any Subsidiary, except for the rights of stockholders under applicable Legal Requirements.

5.14 Insurance .

(a) The Company and each Subsidiary maintains the policies of insurance and bonds set forth in Schedule  5.14 , including all legally required workers’ compensation insurance and errors and omissions, casualty, fire and general liability insurance. Schedule  5.14 sets forth the name of the insurer under each such policy and bond, the type of policy or bond and the coverage amount, the expiration dates thereof, the annual premiums and payment terms thereof and any applicable deductible and any other material provisions as of the Agreement Date, the losses incurred thereunder in the past twelve (12) months, as well as all claims made in the past twelve (12) months, including outstanding claims, under such policies and bonds. The Company has made available to Acquiror correct and complete copies of all such policies of insurance and bonds issued at the request or for the benefit of the Company and each Subsidiary. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and the Company and each Subsidiary is otherwise in compliance with the material terms of such policies and bonds. All such policies and bonds remain in full force and effect, and the Company has no knowledge of any threatened termination of, or material premium increase with respect to, any of such policies.

37

(b) The insurance coverage provided by the policies and bonds described in Schedule  5.14 will not terminate or lapse by reason of any of the consummation of the transactions contemplated by this Agreement.

5.15 Books and Records . The Company has made available to Acquiror correct and complete copies of (a) all documents identified on the Company Disclosure Letter, (b) the Charter Documents of the Company and each Subsidiary, each as currently in effect, (c) the minute books for the past thirty-six (36) months containing records of all proceedings, consents, actions and meetings of the Board of Directors, committees of the Board of Directors and stockholders of the Company and/or each Subsidiary, (d) the stock ledger, journal and other records reflecting all stock issuances and transfers and all stock option and warrant grants and agreements of the Company and/or each Subsidiary, and (e) all permits, orders and consents issued by any regulatory agency with respect to the business of the Company and/or each Subsidiary, and all current applications for such permits, orders and consents.

5.16 Material Contracts .

(a) Except for this Agreement and the Contracts specifically identified in Schedule  5.16 , neither the Company nor any Subsidiary is a party to or bound by any of the following Contracts (each a “ Material Contract ”):

(i) any distributor, original equipment manufacturer, reseller, value added reseller, sales, agency or manufacturer’s representative Contract pursuant to which any Person has a right to market, resell or distribute any Company Products involving in the case of any such Contract the purchase, sale or license of more than $250,000 per annum or $500,000 in the aggregate (each a “ Reseller Agreement ”);

(ii) any Contract directly with a physician-owned medical device distributor in which physicians, directly or indirectly, own any interest (other than as a stockholder of less than 5% of the issued and outstanding stock of a publicly-held corporation); any Contract which requires or (based on actions taken prior to Closing and under current Legal Requirements) will require payment and other information reporting under the Physician Payment Sunshine Act (Section 6002 of the Patient Protection and Affordable Care Act of 2010);

(iii) any continuing Contract for the purchase, sale or license of materials, supplies, equipment, services, software, intellectual property or other assets involving in the case of any such Contract more than $250,000 per annum, or $500,000 in the aggregate, other than Standard Inbound IP Agreements, Standard Outbound IP Agreements and Contracts listed in Schedule  5.16(a)(x) or (xi) ;

(iv) any Contract involving in excess of $50,000 per annum that expires or may be renewed at the option of any Person other than the Company so as to expire more than one year after the date of this Agreement other than a Contract which is terminable for any reason by the Company within one year after the date of this Agreement and other than Standard Inbound IP Agreements, Standard Outbound IP Agreements and Contracts listed in Schedule  5.16(a)(x) or (xi) ;

38

(v) any mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging, forward, swap or other derivative arrangement, or any leasing transaction of the type required to be capitalized in accordance with GAAP;

(vi) any Contract providing for capital expenditures in excess of $100,000 in the aggregate;

(vii) any Contract limiting the freedom of the Company and/or any Subsidiary to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation to any Person;

(viii) any Contract pursuant to which the Company and/or any Subsidiary is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other tangible personal property involving in excess of $50,000 per annum or $100,000 in the aggregate;

(ix) any Contract of guarantee, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person other than intellectual property rights and other indemnities granted by the Company and/or any Subsidiary under Standard Inbound IP Agreements, Standard Outbound IP Agreements, Contracts listed in Schedule  5.16(a)(x) or (xi) , and any standard purchase, supply or distribution agreement; or any Contract of the type described above not in the ordinary course of business or which has the Company providing indemnification to a third party as its primary purpose;

(x) other than Standard Outbound IP Agreements, all licenses, sublicenses and other Contracts pursuant to which any Person is granted any rights to Company Intellectual Property or pursuant to which the Company and/or any Subsidiary has agreed to any restriction on the right of the Company and/or any Subsidiary to use or enforce any rights in or with respect to any Company Intellectual Property or pursuant to which the Company and/or any Subsidiary agrees to encumber, transfer or sell rights in or with respect to any Company Intellectual Property;

(xi) other than Standard Inbound IP Agreements, all licenses, sublicenses and other Contracts pursuant to which the Company and/or any Subsidiary acquired or is granted any rights to intellectual property owned by a third party or pursuant to which the Company and/or any Subsidiary is granted the right to market, resell or distribute any products, technology or services of any Person;

(xii) any Contract providing for the development of any software, technology or intellectual property, independently or jointly, by or for the Company and/or any Subsidiary, other than employee invention assignment agreements and consulting agreements, copies of which have been made available to Acquiror;

39

(xiii) any Contract to license or authorize any third party to manufacture or reproduce any Company Products or Company Intellectual Property (other than Standard Outbound IP Agreements), other than rights granted to customers of the Company and/or any Subsidiary to install or make a reasonable number of backup copies of Company Products to support their licensed use of Company Products;

(xiv) any Contract with a Significant Customer or a Significant Supplier and any sole source supplier to the Company or any of its Subsidiaries;

(xv) any Contracts relating to the membership of, or participation by, the Company and/or any Subsidiary in, or the affiliation of the Company and/or any Subsidiary with, any industry standards group or association;

(xvi)(A) any joint venture Contract, (B) other than Reseller Agreements, any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons or (C) any Contract that involves the payment of royalties to any other Person in each case in excess of $50,000 per annum or $100,000 in the aggregate (including upfront fees, maintenance fees, minimum annual fees or payments, milestone fees or payments and any other consideration);

(xvii) any Company Product express, written warranty, other than standard warranties of Company and/or any Subsidiary included in the packaging of Company Products and warranties granted under Standard Outbound IP Agreements and Contracts listed in Schedule  5.16(a)(x) ;

(xviii) any Contract for the employment of any director, officer, employee or consultant of the Company and/or any Subsidiary or any other type of Contract with any officer, employee or consultant of the Company and/or any Subsidiary that, in each case, is not immediately terminable by the Company and/or any Subsidiary without cost or Liability, including any Contract requiring it to make a payment to any director, officer, employee or consultant on account of the Merger, any transaction contemplated by this Agreement, or any subsequent condition or event, or on account of any Contract that is entered into in connection with this Agreement;

(xix) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Capital Stock or any other securities of the Company and/or any Subsidiary or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except as disclosed on Schedule  5.2(a) -2 ;

(xx) any Contract under which the Company and/or any Subsidiary provides any advice or services, consulting, professional services, software implementation, deployment or development services, or support services to any third party (including, for each such contract, a description of the percentage of completion and expected additional hours, resources and costs necessary to complete such services), in each case, involving payment of more than $10,000 for such services, other than such services for Company Products under Standard Outbound IP Agreements and Contracts listed in   Schedule  5.16(a)(x) ;

40

(xxi) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the Company and/or any Subsidiary, in connection with this Agreement and the transactions contemplated hereby;

(xxii) any Contract pursuant to which the Company and/or any Subsidiary has acquired in the past five (5) years a business or entity, or all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any contract pursuant to which it has any material ownership interest in any other Person;

(xxiii) any Contract with any Governmental Entity or any Contract with a government prime contractor, or higher-tier government subcontractor (each a “ Government Contract ”);

(xxiv) any leases, licenses, subleases and other agreements relating to leased real property other than the Real Property Leases;

(xxv) any settlement agreement that (A) individually had or has a payment obligation in excess of $100,000 per annum or $250,000 in the aggregate or (B) limits the freedom of the Company and/or any Subsidiary to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any intellectual property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation to any Person;

(xxvi) any other Contract of a type not listed in clauses (i) through (xxv) that individually had or has a payment obligation in excess of $100,000 per annum or $250,000 in the aggregate (including up-front fees, maintenance fees, minimum annual fees or payments, milestone fees or payments and any other consideration); or

(xxvii) any amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

(b) Except as provided on Schedule 5.16(b) , all Material Contracts are in written form. The Company and each Subsidiary has performed all of the obligations required to be performed by it and is entitled to all benefits under, and as of the Agreement Date is not alleged to be in material default in respect of, any Material Contract. Each of the Material Contracts is in full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company and/or any Subsidiary or to the Company’s knowledge as of the Agreement Date, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (i) become a material default or event

41

of material default under any Material Contract or (ii) give any third party (A) the right to declare a material default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company and/or any Subsidiary under any Material Contract, or (D) the right to cancel, terminate or modify any Material Contract. As of the Agreement Date, neither the Company nor any Subsidiary has received any written notice or other written communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any Material Contract. Neither the Company nor any Subsidiary has any Liability for renegotiation of government Contracts. Correct and complete copies of all Material Contracts have been made available to Acquiror prior to the Agreement Date.

(c) There are no outstanding rights of a third party to renegotiate, any material amounts paid or payable to the Company and/or any Subsidiary under current or completed Material Contracts with such Person and no such Person has made written demand for such renegotiation.

(d) The Material Contracts relating to the sale, design, manufacture, or provision of Company Products or services by the Company and/or any Subsidiary have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

(e) Except as provided in Schedule 5.16(e) : there is no provision of any Reseller Agreement, nor any applicable Legal Requirements with respect thereto, which would prohibit the Company and/or any Subsidiary (or any successor in interest thereto) from terminating, without the payment of penalties, indemnities, break amounts, or any other payment in connection therewith, any such agreement or relationship thereunder.

(f) True and complete copies of each Material Contract, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided or made available to Acquiror prior to the Agreement Date.

5.17 Export Control Laws . Except as provided in Schedule 5. 17: the Company and each Subsidiary has conducted its export transactions in material compliance with applicable provisions of United States export control laws and regulations. Without limiting the foregoing:

(a) the Company and each Subsidiary has obtained all export licenses and other approvals required for its exports of products, software and technologies from the United States;

(b) the Company and each Subsidiary is in material compliance with the terms of all applicable export licenses or other approvals;

(c) there are no pending or, to the knowledge of the Company, claims threatened in writing against the Company and/or any Subsidiary with respect to such export licenses or other approvals;

42

(d) there are no material actions, conditions or circumstances pertaining to the Company’s and/or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims; and

(e) no material consents or approvals for the transfer of export licenses to Acquiror are required as a result of the transactions contemplated by this Agreement, except for such consents and approvals that can be obtained expeditiously without material cost.

5.18 Customers and Suppliers .

(a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its respective products and/or services with any customer or distributor who, in the year ended December 31, 2012 or the three (3) months ended March 31, 2013, was one of the ten (10) largest sources of revenues for the Company (and its Subsidiaries), based on amounts paid or payable (each, a “ Significant Customer ”), and as of the Agreement Date, the Company has no knowledge of any Significant Customer expressing an intention to cease or substantially reduce its business with the Company or any Subsidiary. Each of the Company’s Significant Customers is listed on Schedule 5.18(a) . Neither the Company nor any Subsidiary has had any of its products returned by a purchaser thereof in the past twelve (12) months except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material revenue by the Company.

(b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2012 or the three (3) months ended March 31, 2013, was one of the ten (10) largest suppliers of products and/or services to the Company (and its Subsidiaries), based on amounts paid or payable (each, a “ Significant Supplier ”), and as of the Agreement Date, the Company has no knowledge of any Significant Customer or any sole source supplier to the Company or any of its Subsidiaries expressing an intention to cease or substantially reduce its business with the Company or any Subsidiary. Each Significant Supplier and sole source supplier to the Company or any of its Subsidiaries is listed on Schedule 5.18(b) .

5.19 Accounts Receivable and Payable .

(a) The accounts receivable shown on the Balance Sheet arose in the ordinary course of business, consistent with past practices, and represented bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practices. The accounts receivable of the Company arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, and represented or shall represent bona fide claims against debtors for sales and other charges. Schedule 5.19(a)   sets forth an accurate aging of the Company’s accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, as of one Business Day before the Closing Date.

(b) Except as provided on Schedule 5.19(b) , all accounts payable and notes payable of the Company arose in the ordinary course of business, consistent with past practices and in bona fide arms’ length transactions, and no payment owed with respect to any Company accounts payable and/or note is materially past due.

43

5.20 Inventory . The inventories shown on the Balance Sheet (net of any reserve on the Balance Sheet) or thereafter acquired by the Company consisted of items of a quantity and quality usable or salable in the ordinary course of business. There is no material deficiency of inventory of the Company’s current inventory and it is sufficient for the Company to conduct its business consistent with past practice over the last twelve (12) months.

5.21 Regulatory Compliance . Except as provided in Schedule 5.21 :

(a) As to the Company and its Subsidiaries, Affiliates and agents, and as to each product subject to the Federal Food, Drug and Cosmetic Act of 1938, and the Public Health Service Act Section 361, as amended, and the regulations of the Food and Drug Administration (the “ FDA ”) promulgated thereunder (the “ FDCA ”) or similar Legal Requirements (each such product, a “Medical Device”, a “Biologic”, a “Drug”, or “Human Tissue Intended for Transplantation”, as the case may be, and collectively “Regulated Products”)) that is or has been developed, manufactured, tested, distributed or marketed by the Company and its Subsidiaries, Affiliates and agents are in material compliance with, and each such Regulated Product is being developed, manufactured, tested, distributed and/or marketed in material compliance with, all applicable requirements under the FDCA and other applicable Legal Requirements, including 21 C.F.R. Parts 1270 and 1271 (regulation of Human Cellular and Tissue Products, or HCTP’s), 21 C.F.R. Part 820 (regulation of Medical Devices), the United States National Organ Transplant Act, 42 U.S.C. §274e, the licensing requirements and other applicable Legal Requirements of the several states of the United States, European Union Directives, Medical Device Directive 93/42/EC, EU Directive 2004/23/EC (standards of quality and safety for the donation, procurement, testing, processing, preservation, storage and distribution of human tissues and cells), applicable Legal Requirements of the various member nations of the European Union, American Association of Tissue Banking (AATB) standards, and those Legal Requirements relating to the tissue donor recovery process. Neither the Company nor any Subsidiary has received any written notice or other written communication from the FDA or any other Governmental Entity (i) contesting the premarket clearance or approval of, the uses of or the labeling and promotion of any products of the Company or any of its Subsidiaries or (ii) otherwise alleging any violation applicable to any Regulated Product by the Company or any of its Subsidiaries, Affiliates or agents of any Legal Requirements.

(b) All material reports, documents, claims and notices required to be filed, maintained, or furnished to any Governmental Entity by the Company or any of its Subsidiaries have been so filed, maintained or furnished.

(c) No Regulated Product of the Company or any of its Subsidiaries has been recalled, withdrawn, suspended or discontinued by the Company or any of its Subsidiaries in the United States or outside the United States (whether voluntarily or otherwise). No proceedings in the United States or outside of the United States of which the Company has knowledge (whether completed or pending) seeking the recall, withdrawal, suspension or seizure of any Regulated Product of the Company or any of its Subsidiaries are pending against the Company or any of its Subsidiaries nor have any such proceedings been pending at any prior time.

44

(d) As to each Regulated Product of the Company or any of its Subsidiaries for which a premarket notification submission under Section 510(k) of the FDCA, premarket approval application, biological license application, new drug application, investigational new drug application or similar state or foreign regulatory application has been cleared or approved, the Company and its Subsidiaries, Affiliates and agents are in compliance with 21 U.S.C. §§ 355, 360 and 360e, and 42 U.S.C. § 262 and 21 C.F.R. Parts 312, 314, 600, and 601, 807, 812, 814 et seq., as applicable, and similar Legal Requirement and all terms and conditions of such applications, except for any such failure or failures to be in compliance which individually or in the aggregate are not or would not be material. As to each such Regulated Product of the Company or any of its Subsidiaries, the Company and the officers, employees or agents of the Company, have included in the application for such Regulated Product of the Company or any of its Subsidiaries, where required, the certification described in 21 U.S.C. § 335a(k)(1) or any similar Legal Requirement and the list described in 21 U.S.C. § 335a(k)(2) or any similar Legal Requirement, and each such certification and list was true, complete and correct in all material respects when made. In addition, the Company and its Subsidiaries, Affiliates and agents are in substantial compliance with all applicable registration and listing requirements set forth in 21 U.S.C. § 360, 42 U.S.C. § 262 and 21 C.F.R. Part 207, 601 and 807 and all similar Legal Requirements.

(e) No article of any Regulated Product manufactured and/or distributed by the Company or any of its Subsidiaries is (i) adulterated within the meaning of 21 U.S.C. § 351 (or similar Legal Requirement), (ii) misbranded within the meaning of 21 U.S.C. § 352 (or similar Legal Requirement) or (iii) a product that is in violation of 21 U.S.C. §§ 355, 360, 360e and 42 U.S.C. § 262 (or similar Legal Requirement), except for failures to be in compliance with the foregoing that individually or in the aggregate are not or would not be material.

(f) Neither the Company nor any of its Subsidiaries or Affiliates nor, to the knowledge of the Company, any officer, employee or agent of the Company or any of its Subsidiaries or Affiliates has made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Entity that primarily regulates Medical Devices, Biologics or Drugs, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity that primarily regulates Medical Devices, Biologics or Drugs, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA or any other Governmental Entity to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar policy. Neither the Company nor any of its Subsidiaries or Affiliates or, to the knowledge of the Company, any officer, employee or agent of the Company or any of its Subsidiaries or Affiliates has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Legal Requirement or authorized by 21 U.S.C. § 335a(b) or any similar Legal Requirement. Neither the Company nor any of its Subsidiaries or Affiliates nor, to the knowledge of the Company, any officer, employee or agent of the Company or any of its Subsidiaries or Affiliates has been convicted of any crime or engaged in any conduct for which such person or entity could be excluded from participating in the federal health care programs under Section 1128 of the Social Security Act of 1935, as amended (the “ Social Security Act ”), or any similar Legal Requirement.

45

(g) Neither the Company nor any of its Subsidiaries has received any written notice that the FDA or any other Governmental Entity has (i) commenced, or threatened to initiate, any action to withdraw its approval or request the recall of any Regulated Product of the Company or any of its Subsidiaries, (ii) commenced, or threatened to initiate, any action to enjoin production of any Regulated Product of the Company or any of its Subsidiaries, or (iii) commenced, or threatened to initiate, any action to enjoin the production of any Regulated Product of the Company or any of its Subsidiaries produced at any facility where any Regulated Product is manufactured, tested or packaged, except for any such action that individually or in the aggregate are not or would not be material.

(h) The U.S. operations of the Company and its Subsidiaries are in full compliance with the Federal Anti-Kickback Statute, 42 U.S.C.A. §§ 1320a-7b(b), the Stark Law (42 U.S.C. §§ 1395nn) and the AdvaMed Code of Ethics on Interactions with Health Care Professionals (the “ AdvaMed Code ”), and all of the Company’s and its Subsidiaries’ contracts, agreements and arrangements with Health Care Professionals (as defined in the AdvaMed Code) related to U.S. operations are in full compliance with the AdvaMed Code.

5.22 Products . Except as set forth on Schedule 5.22 , no contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party materially restricts the Company or any of its Subsidiaries or, following the consummation of the Transactions, Acquiror, Merger Sub, Surviving Corporation or any of their respective Affiliates: (i) from directly or indirectly producing, manufacturing, distributing, selling, offering to sell, importing or exporting, or directly or indirectly assisting others to do any of the foregoing, any medical devices, components of medical devices, allograft or xenograft products anywhere in the world for any application; or (ii) from directly or indirectly producing, manufacturing, distributing, selling, offering to sell, importing or exporting, or directly or indirectly assisting others to do any of the foregoing, any of the Company’s products anywhere in the world for any application. The Company has entered into an amendment to the LifeLink Foundation Agreement in the form attached as Exhibit I .

5.23 Transaction Fees . Except for the Company’s arrangement with UBS Securities, LLC, neither the Company nor any Subsidiary, nor any of their respective Affiliates, is obligated for the payment of any fees or expenses of any investment banker, broker, advisor, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the Merger or any other transaction contemplated by this Agreement. Set forth in Schedule 5.23 is the Company’s good faith estimate of all Transaction Expenses (including Transaction Expenses reasonably anticipated to be incurred in the future).

5.24 Foreign Corrupt Practices Act . None of the Company or any Subsidiary or any predecessor, or, to the knowledge of the Company, any employee, Company Representative or other Person associated with or acting on behalf of the Company and/or any Subsidiary or any predecessor has, directly or indirectly, ( a ) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, ( b ) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, ( c ) established or maintained a secret or unrecorded fund, participated in or co-operated with an international boycott as defined in Section 999 of the Code, ( d ) violated any provision of (i) the Foreign Corrupt Practices Act of

46

1977, as amended, and the rules, regulations and guidance promulgated thereunder, (ii) the U.K. Bribery Act of 2010, as amended, and the rules, regulations and guidance promulgated thereunder or (iii) any other similar applicable Legal Requirement relating to corruption or bribery, or ( e ) made any bribe, rebate, payoff, influence, payment, kickback or other similar unlawful payment of any nature.

5.25 No Other Representations and Warranties . Except for the representations and warranties contained in this Article 5 (including the related portions of the Company Disclosure Letter), (i) neither the Company nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company, including any representation or warranty as to the accuracy or completeness of any information made available to Acquiror regarding the Company or the Subsidiaries, the assets or liabilities of the Company or the Subsidiaries or any other matter, and (ii) no information made available to Acquiror (including financial projections and forecasts and information made available to Acquiror in responses to due diligence requests, “data rooms,” and management presentations). For the avoidance of doubt, the foregoing shall not in any way limit the representations and warranties set forth in this Article 5 or Acquiror’s rights and remedies with respect thereto.

Article 6

R EPRESENTATIONS AND W ARRANTIES OF A CQUIROR RE : A CQUIROR AND M ERGER S UB

Acquiror represents and warrants to the Company as follows:

6.1 Organization and Standing . Each of Acquiror and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Neither Acquiror nor Merger Sub is in violation of any of the provisions of its Charter Documents.

6.2 Authority; Noncontravention .

(a) Each of Acquiror and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and Merger Sub. This Agreement has been duly executed and delivered by each of Acquiror and Merger Sub and constitutes the valid and binding obligation of Acquiror and Merger Sub enforceable against Acquiror and Merger Sub, respectively, in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b) The execution and delivery of this Agreement by Acquiror and Merger Sub do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i)

47

any provision of the Charter Documents of Acquiror and Merger Sub, in each case as amended to date, or (ii) any applicable Legal Requirement, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to Acquiror’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement.

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Acquiror or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, as provided in Section  2.4 , (ii) such filings and notifications as may be required to be made by Acquiror in connection with the Merger under the HSR Act and the expiration or early termination of applicable waiting periods under the HSR Act, and (iii) such other consents, authorizations, filings, approvals, notices and registrations which, if not obtained or made, would not be material to Acquiror’s or Merger Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement and would not prevent, materially alter or delay any of the transactions contemplated by this Agreement.

6.3 Financing . Acquiror has, or will have available to it, sufficient funds to consummate the transactions contemplated by this Agreement.

6.4 No Prior Merger Sub Operations . Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

6.5 Brokers or Finders . Except for Acquiror’s arrangement with Stephens Inc., no Liability has been incurred or will be incurred by any person for fees, commissions or expenses of any investment banker, broker, advisor, finder or similar party in connection with this Agreement or the transactions contemplated hereby as a result of the actions of Acquiror or Merger Sub or any of its Affiliates, agents or representatives.

6.6 No Other Representations and Warranties . Except for the representations and warranties contained in this Article 6 , neither Acquiror nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror.

Article 7

C ONDUCT P RIOR TO THE E FFECTIVE T IME

7.1 Conduct of Business of the Company . During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, except as required by applicable Legal Requirements, consented to in writing by Acquiror or contemplated by this Agreement or required by any other Material Contract:

(a) the Company shall, conduct its business solely in the usual, regular and ordinary course in substantially the same manner as heretofore conducted (except to the extent required by applicable Legal Requirements or a Material Contract or as expressly provided otherwise in this Agreement or as consented to in writing by Acquiror) and in material compliance with all applicable Legal Requirements;

48

(b) the Company shall (i) pay all of its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (ii) pay or perform its other obligations when due, (iii) use commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, and (iv) use its commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its officers, key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing;

(c) the Company shall promptly notify Acquiror of any change, occurrence or event not in the ordinary course of its business, or of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to have a Material Adverse Effect on the Company or cause any of the conditions to closing set forth in Article 9 not to be satisfied;

(d) the Company shall use commercially reasonable efforts to assure that each of its Material Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger; and

(e) the Company shall maintain the Owned Real Properties and the Leased Properties (to the extent required under the Real Property Leases) in compliance, in all material respects, with all applicable Legal Requirements and contractual obligations of the Company and its Subsidiaries, and continue to make or cause to be made all repairs, restoration, replacements and maintenance that the Company determines reasonably necessary to maintain the Property in substantially the same condition as exists on the date hereof, subject to reasonable wear and tear, and the Company and its Subsidiaries shall comply with all applicable terms of the relevant Real Property Lease.

7.2 Restrictions on Conduct of Business of the Company . Without limiting the generality or effect of the provisions of Section  7.1 , except as set forth on Schedule  7.2 , during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall not, nor shall it cause or permit its Subsidiaries to, do any of the following (except to the extent required by an applicable Legal Requirements or Material Contract, or contemplated by this Agreement, or as consented to in writing by Acquiror):

(a) Charter Documents . Cause any amendments to Charter Documents;

(b) Dividends; Changes in Capital Stock . Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

49

(c) Material Contracts . Enter into any Contract that would constitute a Material Contract, or amend or otherwise modify any of the terms of any of its Material Contracts other than in the ordinary course of business;

(d) Issuance of Securities . Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any Company Voting Debt or any shares of Capital Stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other Contracts of any character obligating it to issue any such shares or other convertible securities, other than (i) the issuance of shares of Capital Stock pursuant to the exercise of Company Options that are outstanding as of the Agreement Date; (ii) the issuance of Common Stock upon conversion of Preferred Stock outstanding on the Agreement Date, and (iii) the repurchase of any shares of Capital Stock from former employees, non-employee directors and consultants in accordance with Contracts providing for the repurchase of shares in connection with any termination of service.

(e) Employees; Consultants; Independent Contractors . (i) Hire any additional officers, (ii) terminate the employment of any key employee except for cause, (iii) enter into, amend or extend the term of any employment or consulting agreement with any officer, employee, consultant or independent contractor (other than offer letters in the ordinary course of business with newly hired employees), (iv) enter into any Contract with a labor union or collective bargaining agreement (unless required by applicable Legal Requirements), or (v) adopt or amend any Company Employee Plan or other compensatory plan, agreement, policy or arrangement;

(f) Loans and Investments . Make any loans or advances (other than routine expense advances to employees of the Company consistent with past practice) to, or any investments in or capital contributions to, any Person, or forgive or discharge in whole or in part any outstanding loans or advances, or prepay any indebtedness for borrowed money;

(g) Intellectual Property . Transfer or license from any Person any rights to any Intellectual Property, or transfer or license to any Person any rights to any Company Intellectual Property (other than under Standard Inbound IP Agreements or Standard Outbound IP Agreements);

(h) Exclusive Rights and Most Favored Party Provisions . Enter into or amend any agreement pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of its products, technology, intellectual property or business, or containing any non-competition covenants relating to its or Acquiror’s business activities;

(i) Dispositions . Sell, lease, license or otherwise dispose of any of its properties or assets, other than sales and nonexclusive licenses of Company Products in the ordinary course of business consistent with its past practice, or enter into any Contract with respect to the foregoing;

50

(j) Leases . Enter into any operating lease requiring an annual payment in excess of $50,000 per annum or $100,000 in the aggregate over the term of the lease, whichever amount is smaller;

(k) Capital Expenditures . Except as contemplated by the capital expenditure plan disclosed on Schedule 5. 16, make any capital expenditures, capital additions or capital improvements in excess of $50,000 individually or $100,000 in the aggregate;

(l) Insurance . Materially change the amount of any insurance coverage;

(m) Company Employee Plans; Pay Increases . Except as required or permitted by this Agreement, (1) enter into, adopt or amend any Company Employee Plan or any other employment, severance, incentive, change in control or other employee or compensation benefit plan, agreement, policy or arrangement, including any stock issuance or stock option plan, (2) make or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required under ERISA, applicable Legal Requirements or as necessary to maintain the qualified status of any Company Employee Plan under the Code, or (3) pay or commit to the payment of any additional or special bonus to any employee, non-employee director or consultant or increase the salaries, wage rates or fees of its employees or consultants (other than increases, not to exceed 3%, in the salaries of employees other than officers made in the ordinary course of business, consistent with past practice);

(n) Severance Arrangements . Grant or pay, or enter into any Contract providing for the granting or payment of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration made pursuant to preexisting plans, policies or Contracts which have been disclosed to Acquiror and are set forth on Schedule  7.2(n) );

(o) Lawsuits; Settlements . Except to the extent covered by insurance or in respect of claims below the Threshold Amount, (i) commence a lawsuit other than (A) for the routine collection of bills, (B) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business ( provided, however, that it consults with Acquiror prior to the filing of such a suit), or (C) for a breach of this Agreement or (ii) settle or agree to settle any pending or threatened lawsuit or other dispute;

(p) Acquisitions . Acquire or agree to acquire by merging or consolidating with, or by purchasing the stock or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets other than in the ordinary course of business and in excess of $50,000 individually or $100,000 in the aggregate, or enter into any Contract with respect to a joint venture, strategic alliance or partnership;

(q) Taxes . Make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return (except as provided otherwise by Section 8.15 ) other than in the ordinary course of business, file any amendment to a federal, state, or foreign income Tax Return

51

or any other material Tax Return, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, enter into intercompany transactions giving rise to deferred gain or loss of any kind; or surrender any right to claim a refund of Taxes;

(r) Accounting . Change accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquiror;

(s) Real Property . Enter into any agreement for the purchase, sale or lease of any real property;

(t) Encumbrances . Place or allow the creation of any Encumbrance (other than a Permitted Encumbrance) on any of its properties or assets;

(u) Warranties; Discounts . Materially change the manner in which it provides warranties, discounts or credits to customers;

(v) Accounts Receivable; Accounts Payable . Accelerate the collection of accounts receivable, delay the payment of accounts payable or defer expenses, in each case other than in the ordinary course of business;

(w) Interested Party Transactions . Enter into any Contract in which any officer, director, or employee of the Company (or, to the Company’s knowledge, any member of their immediate families) is a party that, if entered immediately prior to the Agreement Date, would require that such Contract be listed on Schedule  5.16 ; or

(x) Other . Take or agree in writing or otherwise to take, any of the actions described in clauses (a) through (w) in this Section  7.2 or take any action or knowingly omit to take any action that is reasonably likely to result in any other conditions to the Closing set for in Article 9 not being satisfied (other than the taking of any action required to be taken under applicable Legal Requirements or the omission of any action prohibited by applicable Legal Requirements or as otherwise contemplated by this Agreement or required by a Material Contract). Notwithstanding the foregoing, nothing contained in this Agreement shall give Acquiror, directly or indirectly, the right to control or direct the operations of the Company prior to the Effective Time.

Article 8

A DDITIONAL A GREEMENTS

8.1 Stockholder Approval and Board Recommendation .

(a) The Company shall take all action necessary in accordance with this Agreement, Michigan Law, and its Charter Documents to obtain written consent of the Common

52

Stockholders entitled to vote on this Agreement in an amount necessary to secure the Stockholder Approval. Promptly upon receipt of the executed Stockholder Consent and Voting Agreements from sufficient Stockholders to secure the Stockholder Approval (and in no event later than 5:01 p.m. (Central) on the Business Day immediately following the Agreement Date), the Company shall deliver copies thereof to Acquiror. Within five (5) Business Days following the Company’s receipt of the signatures on the Stockholder Consent necessary to approve this Agreement and the transactions contemplated hereby, it shall mail to each Stockholder that did not execute the Stockholder Consent notice of the approval of the Merger and a solicitation of such Stockholder’s execution of the Stockholder Consent.

(b) (i) The Company’s Board of Directors has recommended that the Stockholders vote in favor of the approval of the Merger and approval of this Agreement pursuant to the Stockholder Consent; (ii) any information statement or other disclosure document distributed to the Stockholders in connection with this transaction shall include a statement (if true) to the effect that the Company’s Board of Directors has unanimously recommended that the Stockholders vote in favor of the approval of the Merger and approval of this Agreement pursuant to the Stockholder Consent (such document, the “ Information Statement ”); and (iii) neither the Company’s Board of Directors nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Acquiror, the recommendation of the Company’s Board of Directors that the Stockholders vote in favor of the approval of the Merger and approval of this Agreement.

8.2 No Solicitation . From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Article 10 , the Company will not, nor will it authorize or permit any of its officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “ Company Representatives ”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer relating to the acquisition of any equity interests in, or assets (other than for sales of assets in the ordinary course of business) of the Company, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer relating to the acquisition of any equity interests in, or assets (other than for sales of assets in the ordinary course of business) of the Company (including any acquisition structured as a merger, consolidation or exchange) by any third party (other than Acquiror and its representatives), or (iii) enter into any other transaction or series of transactions not in the ordinary course of the Company’s business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger. The Company will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any acquisition of any equity interests in, or assets (other than for sales of assets in the ordinary course of business) of the Company. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any breach by a Company Representative shall be deemed to constitute a breach of this Section  8.2 by the Company (whether or not such representative is purporting to act on behalf of the Company). The Company hereby recognizes and acknowledges that a breach by it

53

or any of its representatives of its obligations under this Section  8.2 will cause irreparable and material loss and damage to Acquiror as to which Acquiror will not have an adequate remedy at law or in damages. Accordingly, the Company acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach. Should the Company or any of its representatives receive any offer or inquiry relating to an acquisition of any equity interests in, or assets (other than for sales of assets in the ordinary course of business) of the Company, the Company will provide Acquiror with prompt written notice thereof including the terms thereof.

8.3 Confidentiality; Public Disclosure .

(a) The parties hereto acknowledge that Acquiror and the Company have previously executed a Mutual Confidentiality Agreement dated May 2, 2012, as amended (the “ Confidentiality Agreement ”), which shall continue in full force and effect in accordance with its terms; provided, however, that, the parties hereto and thereto hereby acknowledge and agree for the sake of clarity, that all obligations of Acquiror (and/or its Affiliates) under the Confidentiality Agreement with respect to Company information will terminate upon the Closing. The Stockholders’ Agent hereby agrees that after the Closing it will continue to be bound by the terms of that certain Nondisclosure Agreement, dated as of June 7, 2013, by and between the Company and the Stockholders’ Agent.

(b) Except as provided below, no party shall, and shall cause its representatives not to, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby or use the other party’s name or refer to the other party directly or indirectly in connection with Acquiror’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior, written approval of the other party (which may or may not be granted in such party’s sole discretion), unless required by Legal Requirements and except as reasonably necessary for the Company to obtain the consents and approvals of Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything herein or in the Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the transactions contemplated hereby as Acquiror may, in its sole discretion, determine is required by applicable securities Legal Requirements; provided, however, that Acquiror shall consult with the Company (if prior to the Closing) or the Stockholders’ Agent (if after the Closing) regarding the content and timing of any such public announcement. Notwithstanding anything in this Agreement to the contrary, following the Closing, the Stockholders’ Agent shall be permitted to, after the public announcement of the Merger, publicly announce that it has been engaged to serve as the Stockholders’ Agent in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated therein.

(c) The Company hereby acknowledges, agrees and covenants to Acquiror to undertake reasonable efforts to both inform and make aware each Stockholder that all Transaction Information known or obtained by such Stockholder, whether before or after the Closing Date, is the property, as appropriate, of the Surviving Corporation or Acquiror. Furthermore, such Stockholder shall agree, in the case of any Stockholder, pursuant to his, her or

54

its Letter of Transmittal and Release, that he, she or it will not, at any time, disclose or cause to be disclosed to any unauthorized persons (other than to such Stockholder’s accountants, attorney and advisors that are bound by a duty or contractual obligation of confidentiality and to the Stockholders’ Agent) or use or cause to be used for his, her or its own account or for the benefit of any third party any Transaction Information, whether such Stockholder has such information in such Stockholder’s memory or embodied in writing or other physical form or any computer readable format, without Acquiror’s prior, written consent, unless and to the extent that disclosure is required by applicable Legal Requirements (in which event such Stockholder shall give Acquiror as much notice of such disclosure as is practicable and permitted by Legal Requirements and shall cooperate with Acquiror, at Acquiror’s cost and expense, to obtain appropriate protective orders). For purposes of clarity, the immediately preceding sentence shall not be deemed to be a covenant or agreement of the Company, shall not result in any liability to the Company, and is not subject to indemnification pursuant to this Agreement. For purposes of this Agreement, “ Transaction Information ” shall mean any and all details of the transactions contemplated herein and/or the fact that the transaction, or any of the discussions or negotiations regarding the transaction, contemplated herein shall have taken place (including the names of the parties hereto). Notwithstanding the foregoing, for purposes of this Agreement, Transaction Information shall not include any information that is or becomes generally known to the public or available for use without any special knowledge by the public other than as a result of a Stockholder’s breach of the terms summarized in this subsection (c) or breach of any other person bound by a duty of confidentiality to Acquiror, the Surviving Corporation or the Company. Notwithstanding anything to the contrary contained herein, to the extent that there is any discrepancy between the terms and conditions of this Section 8.3 and the terms and conditions of any written agreement which a Stockholder may enter into with Acquiror or the Surviving Company, the terms and conditions of such written agreement shall control.

8.4 Regulatory Approvals .

(a) The Company shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Acquiror to promptly obtain, all such authorizations, approvals and consents. The Company shall promptly inform Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Acquiror. Notwithstanding the foregoing, the Company shall not be required to become involved in any Legal Proceeding in order to fulfill its obligations under this Section 8.4(a) .

55

(b) Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal, which may be reasonably required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents, and to cooperate with the Company to promptly obtain, all such authorizations, approvals and consents. Acquiror shall pay any associated filing fees payable with respect to such authorizations, approvals and consents, including without limitation, the filing fee due under the HSR Act. Acquiror shall promptly inform the Company of any material communication between Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Acquiror or any Affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. Notwithstanding the foregoing, Acquiror shall not be required to become involved in any Legal Proceeding in order to fulfill its obligations under this Section  8.4(b) .

(c) Notwithstanding anything in this Agreement to the contrary, in no event shall Acquiror be required to (and the Company shall not without Acquiror’s prior written consent) (A) proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, permits, operations, rights, businesses or interests therein of Acquiror or any of its Affiliates or the Company or any of its Affiliates or (B) agree to any changes or restriction on, or other impairment of Acquiror or its Affiliates’ ability to own any of such assets, permits, operations, rights, businesses or interests therein.

8.5 Company Options . The Company shall take such commercially reasonable actions as are reasonably requested by Acquiror, in order to distribute and obtain due execution of, agreements to effect the cancellation or exercise of all Company Options, in order to ensure that, immediately prior to the Effective Time, all unexpired and unexercised Company Options shall have been duly and validly canceled in accordance with Section  3.2 .

8.6 Reasonable Efforts . Each of the parties hereto agrees to use its commercially reasonable efforts, and to cooperate with each other party hereto, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article 9 , and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Merger and the other transactions contemplated hereby.

56

8.7 Litigation . The Company will (a) notify Acquiror in writing promptly after learning of any Legal Proceeding initiated by or against it, or known by the Company to be threatened in writing against the Company and/or any Subsidiary, or any of their respective directors, officers, employees or shareholders in their capacity as such (a “ New Litigation Claim ”), (b) notify Acquiror of ongoing material developments in any New Litigation Claim and (c) consult in good faith with Acquiror regarding the conduct of the defense of any New Litigation Claim.

8.8 Access to Information .

(a) During the period commencing on the date hereof and continuing until the earlier of the termination of this Agreement and the Closing, (i) the Company shall afford Acquiror and its accountants, counsel and other representatives (in each case, only to the extent that such persons are under a duty or contractual obligation of confidentiality to the Company), reasonable access during business hours to all of the Company’s properties, books, Contracts, books and records, and all other reasonable information concerning the business, properties and personnel of the Company as Acquiror may reasonably request.

(b) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Company shall confer from time to time as requested by Acquiror with one or more representatives of Acquiror to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company.

(c) Notwithstanding any other provision of this Agreement, (i) the Acquiror shall not conduct any environmental audits, assessments or investigations with respect to any real property other than the Phase I environmental site assessment referenced above, except to the extent the Company agrees in writing to such additional audits, assessments and investigations; (ii) Acquiror shall not have any contact with any employees, customers or suppliers of the Companies, except to the extent the Company agrees in writing to such contact; and (iii) all inspections and other actions taken by Acquiror shall be taken in a manner that does not unreasonably interfere with the operation of the Company’s business and that strictly maintains the confidentiality of the transactions contemplated hereby and information disclosed to the Acquiror (and its representatives) in connection therewith. For the avoidance of doubt, the parties agree that notwithstanding the foregoing, there is no due diligence condition to Acquiror’s obligation to proceed to Closing. No information or knowledge obtained by Acquiror during the pendency of the transactions contemplated by this Agreement in any investigation pursuant to this Section  8.8 shall affect or be deemed to modify any representation, warranty, covenant, condition or obligation under this Agreement.

8.9 Spreadsheet; Flow of Funds Memorandum .

(a) The Company shall prepare and deliver to Acquiror, at or prior to the Closing, a spreadsheet (the “ Spreadsheet ”) in a form reasonably acceptable to Acquiror and the Paying Agent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all

57

the Stockholders and their respective addresses; (b) the number and kind of shares of Capital Stock held by such Persons and the respective certificate numbers; (c) the Aggregate Preferred Stock Cash-Out Amount and the portion thereof to be paid to each Preferred Stockholder to whom such payments are to be paid; (d) the Aggregate Common Stock Cash-Out Amount and the portion thereof to be paid to each Common Stockholder; (e) the Escrow Cash Individual Amount applicable to each Stockholder; (f) the Stockholders’ Agent Individual Amount applicable to each Stockholder; and (g) such other information as is necessary or reasonably requested by Acquiror with respect to the payments to be made to the Stockholders.

(b) With respect to any NWC Positive Adjustment Amount, Cash Positive Adjustment Amount, and releases from the Escrow Fund to be made to the Stockholders, the Stockholders’ Agent shall provide an updated Spreadsheet to Acquiror before it is given to the Paying Agent in order to effect such distributions. All such payments shall, except as may otherwise be duly instructed in writing by the Stockholders’ Agent, be made in accordance with Section 4.1(d) (as if it was the payment of Net Merger Consideration). Neither Acquiror nor the Surviving Corporation shall be liable to any Stockholder in respect of any payment to him, her or it not made in accordance with such Applicable Percentage.

(c) The Company shall prepare and deliver to Acquiror, prior to the Closing, a flow of funds memorandum (the “ Flow of Funds Memorandum ”) in a form reasonably acceptable to Acquiror listing: (a) the creditors to whom Indebtedness to be Repaid is owed and their respective payoff amounts, (b) the creditors to whom the Transaction Expenses are owed and their respective payoff amounts, (c) the Change in Control Payments and the Persons to whom such payments are to be paid, (d) the Escrow Amount, (e) the Stockholders’ Agent Expense Amount, (f) the Aggregate Common Stock Cash-Out Amount and the portion thereof to be paid to each Stockholder, and (g) the Aggregate Preferred Stock Cash-Out Amount and the portion thereof to be paid to each Stockholder.

8.10 Expenses . Whether or not the Merger is consummated, except as specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including Transaction Expenses) shall be paid by the party incurring such expense. Without limiting the generality of the foregoing, all Transaction Expenses of the Company unpaid by the Company by the Closing Date shall be borne by the Stockholders as Indemnifiable Damages pursuant to the terms hereof. Any Transaction Expenses incurred prior to the termination of this Agreement and that by the terms of this Agreement are to be borne by a party shall be paid by such party accordingly, regardless of whether the Merger is consummated.

8.11 Employees and Contractors . Not more than three (3) Business Days prior to the Closing, and subject to the Company’s consent, which may not be unreasonably withheld, Acquiror shall have the right to direct the Company to terminate the employment of those employees of the Company set forth in Acquiror’s written notice to the Company (the “ Designated Employees ”). Effective no later than immediately prior to the Closing, the Company shall terminate the employment of each of the Designated Employees. Acquiror shall bear and be solely responsible for any and all severance and related separation costs and expenses and all other all claims, costs, expenses and Liabilities relating to the termination of employment of the Designated Employees (the “ Designated Separation Expenses ”). At the

58

Closing, Acquiror will assume each of the Employment Agreements listed on Schedule  8.11 , excluding those Employment Agreements with employees that (a) are Designated Employees, or (b) execute an Offer Letter. Immediately prior to the Closing Date, the Company shall cause to be paid to its employees the accrued amount of incentive compensation under the Company’s 2013 Annual Incentive Plan, as determined under the terms and conditions of the plan through the last day of the calendar month immediately preceding the Closing Date.

8.12 401(k) Plan . If requested by Acquiror, pursuant to written notice furnished by Acquiror to the Company at least three (3) Business Days prior to the Closing Date, the Board of Directors of the Company shall adopt such resolutions and take or cause the Company to take such actions as may be necessary or appropriate in order to effectuate the termination of the Company’s 401(k) Plan(s) effective immediately prior to the Effective Time. Acquiror shall bear and be solely responsible for any and all costs, expenses and Liabilities related to any such termination of the Company’s 401(k) Plan(s) (the “ 401(k) Termination Expenses ”).

8.13 Certain Closing Certificates and Documents . The Company shall prepare and deliver to Acquiror, a draft of each of the Net Working Capital Certificate, the Closing Cash Certificate and the Spreadsheet not later than three (3) Business Day prior to the Closing Date. The Company shall prepare and deliver to Acquiror at or prior to the Closing the Net Working Capital Certificate and Closing Cash Certificate and the Spreadsheet. Without limiting the generality or effect of the foregoing or the provisions of Section  8.9 , the Company shall provide to Acquiror, promptly after Acquiror’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.

8.14 Corporate Matters . The Company shall, at the Closing, deliver to Acquiror the minute books containing the records of all proceedings, consents, actions and meetings of the Board of Directors, committees of the Board of Directors and stockholders of the Company and the stock ledgers, journals and other records reflecting all stock issuances and transfers.

8.15 Tax Matters .

(a) Pre-Closing Tax Returns . The Company shall timely prepare and file, or shall cause to be prepared and filed, all Tax Returns of the Company and its Subsidiaries required to be filed (taking into account any extensions) on or prior to the Closing Date; provided, however , that the Company shall deliver to Acquiror, for its review, comment and approval (which approval will not be unreasonably withheld, conditioned or delayed) a copy of any Tax Return no later than 10 days prior to the filing date of such Tax Return (including extensions thereof), and, in connection with such review, Acquiror shall have reasonable access, during normal business hours and upon reasonable notice, to the Company’s and each Subsidiaries’ financial books and records. All such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable law. The failure of Acquiror to propose any changes to any such proposed Tax Return within 8 days after having been provided with a final draft of such Tax Return shall be deemed to constitute its approval thereof. The Company shall file or cause to be filed all such Tax Returns and shall pay or cause to be paid the amount of any Taxes shown due thereon to the appropriate Tax Authority.

59

(b) Responsibility for Filing Tax Returns . Acquiror shall prepare or cause to be prepared and file or cause to be filed in a timely manner all Tax Returns for the Company and its Subsidiaries for all periods ending prior to or including the Closing Date which have not yet been filed as of the Closing Date. Each such Tax Return shall be prepared in a manner that is consistent with past practice, except as otherwise required by applicable Legal Requirements. None of the Effective Date Holders, the Acquiror, the Company or any Subsidiary will take any action, or permit any action to be taken, that may prevent the taxable year of the Company from ending for federal and (to the extent permitted) state, local and foreign income Tax purposes at the end of the day on which the Closing occurs and shall, to the extent permitted by applicable Legal Requirements, elect with the relevant taxing authority to treat for all income Tax purposes the Closing Date as the last day of a taxable period of the Company. At least 20 days prior to the date on which each such Tax Return is filed, Acquiror shall submit such Tax Return to the Stockholders’ Agent for the Stockholders’ Agent’s review and approval (not to be unreasonably withheld, conditioned or delayed). Not later than five (5) days prior to the filing date of any such proposed Tax Return (including extensions thereof) which has been reviewed and approved by the Stockholders’ Agent, Acquiror shall be entitled to receive from the Escrow Fund an amount equal to that portion of the Taxes shown on such Tax Returns for which Stockholders have an obligation to indemnify pursuant to Section  11.1 .

(c) Straddle Periods . Acquiror, the Company and each of the Subsidiaries will, to the extent permitted by applicable Legal Requirements, close the Taxable year of the Company and each of its Subsidiaries on the Closing Date. In any case where applicable Legal Requirements do not permit the Company or its Subsidiaries to close its Taxable year on the Closing Date, then Taxes, if any, attributable to the Taxable period of such entity beginning before and ending after the Closing Date (such period, a “ Straddle Period ”) shall be allocated (i) to the Stockholders for the period up to and including the Closing Date, and (ii) to the Acquiror for the period subsequent to the Closing Date. For purposes of this Agreement, in the case of any Straddle Period, the amount of any Taxes for the portion of the Straddle Period that includes the Closing Date: (i) in the case of real property, personal property and other Taxes not imposed on the basis of income or receipts, shall be based on a daily proration of such Taxes, and (ii) in the case of all other Taxes shall be based on an interim closing of the books of the Company and its Subsidiaries as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any Subsidiary holds a beneficial interest shall be deemed to terminate as of the close of business on the Closing Date).

(d) Procedures Relating to Tax Audits . Notwithstanding any other provision in this Agreement, Acquiror shall have full responsibility for and discretion in handling any Tax controversy, including, without limitation, an audit, assessment, investigation, administrative proceeding, a protest to any Tax Authority and litigation in any other court or tribunal of competent jurisdiction (collectively, a “ Tax Proceeding ”) involving Acquiror, the Company or any Subsidiary. However, the Stockholders’ Agent shall have the right, at the sole expense of the Stockholders, to consult with Acquiror regarding any Tax Proceeding with respect to any Taxes for which Stockholders have an obligation to indemnify the Indemnified Persons pursuant to Section  11.1 . Acquiror agrees not to enter into any agreement or settlement with a Tax Authority with respect to any Tax Proceeding involving any Taxes for which the Stockholders have an obligation to indemnify the Indemnified Persons pursuant to Section  11.1 without the

60

consent of the Stockholders’ Agent, which consent shall not be unreasonably conditioned, withheld or delayed. If the Stockholders’ Agent withholds its consent to any agreement or settlement, all out-of-pocket expenses subsequently incurred by the Acquiror, the Company or its Subsidiaries in connection with any such Tax Proceeding shall be treated as a loss suffered by the Indemnified Persons for purposes of Section  11.1 .

(e) Tax Sharing Agreements . All Tax sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.

(f) Cooperation . Acquiror and Stockholders’ Agent shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, examination, action, claim for refund, contest, defense or other Tax Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and its Subsidiaries and the Stockholders’ Agent agree to retain all books and records with respect to Tax matters pertinent to the Company or any Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority. Acquiror, the Company and the Stockholders’ Agent further agrees, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

(g) No Limitation . Nothing contained in this Section  8.15 shall in any manner terminate, limit or adversely affect any right of the Indemnified Persons to receive indemnification pursuant to any provisions of this Agreement.

8.16 Termination of Financing Statements . The Company shall take all actions necessary such that (a) all required documentation has been executed by each Person holding a security interest in any assets of the Company as of the Closing Date to terminate any and all such security interests upon payment of the indebtedness giving rise to such security interest, and (b) UCC-2 or UCC-3 termination statements, as applicable, will be filed promptly after payment of the indebtedness giving rise to such security interest with respect to each of the UCC-1 financing statements filed in order to perfect security interests in assets of the Company that have not yet expired.

8.17 Export Compliance . The Company shall prepare and file all required filings with the U.S. Commerce Department, including any required voluntary disclosures, to be, or become, compliant with United States export regulations. Any voluntary disclosures regarding any prior violations of United States export regulations shall be prepared by the Company and/or its counsel and shall not be filed without Acquiror’s consent (such consent not to be reasonably withheld).

61

8.18 Updating Company Disclosure Letter . Between the date of this Agreement and the Effective Time, the Company shall promptly supplement or amend the Company Disclosure Letter from time to time by specific notice to Acquiror (each, a “ Schedule Supplement ”) and deliver such Schedule Supplement to Acquiror with respect to any matter, event, condition, fact, circumstance or development that arises or of which the Company becomes aware after the date hereof which, if existing, occurring or known at the Agreement Date would have been required to be set forth in the Company Disclosure Letter. To the extent such updated information in a Schedule Supplement consists of developments occurring prior to the Agreement Date, the disclosure in such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section  9.3 have been satisfied. To the extent such updated information in a Schedule Supplement consists of developments occurring after the Agreement Date and prior to the Effective Time, the disclosure in such Schedule Supplement shall not be deemed to have amended or cured any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section  9.3 have been satisfied; but, if Acquiror has the right to, but does not elect to terminate this Agreement within five (5) Business Days of its receipt of such Schedule Supplement, then such schedule shall be deemed to be amended and Acquiror shall be deemed to have irrevocably waived any rights (including rights to indemnification) with respect to the item set forth in such Schedule Supplement.

8.19 Indemnification of Directors and Officers .

(a) For a period of six (6) years following the Effective Time, the existing provisions of the Charter Documents of the Company and its Subsidiaries concerning the elimination of liability and indemnification of directors and/or other persons shall not be amended in any manner that would adversely affect the rights thereunder of any person that is as of the date hereof or the Effective Time covered as an indemnitee under any such elimination of liability or indemnification provisions, unless such amendment or modification shall be required by applicable Legal Requirements and then only to the minimum extent required by such Legal Requirements. In addition to the foregoing, from and after the Effective Time for a period of six (6) years, the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to, indemnify and hold harmless, or cause to be indemnified and held harmless, to the maximum extent permitted by applicable law, each person who is, or at the Closing Date will be, a current or former director or officer of the Company (the “ D&O Indemnitees ”) against all liabilities, obligations, fines, penalties, losses, settlements, damages, claims, interest, awards, judgments, reasonable costs and reasonable expenses (including reasonable attorney fees) suffered or incurred by any D&O Indemnities arising out of or pertaining to acts or omissions (or alleged acts or omissions) of the D&O Indemnitees, or any of them, in their capacities as such. To the maximum extent permitted by applicable law, the indemnification and related rights hereunder shall be mandatory rather than permissible, and the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to, promptly advance expenses in connection with such indemnification to the extent permitted by applicable law; provided, however, that, as provided in the existing provisions of the constituent documents of the Company and its subsidiaries, any D&O Indemnitees to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

62

(b) For a period of six (6) years from and after the Closing Date, the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to and the Surviving Corporation shall cause its subsidiaries to, procure and maintain in effect with respect to all periods prior to the Closing Date, directors’ and officers’ liability insurance covering those present and former officers and directors of the Company and those present and former officers, directors and managers of the subsidiaries who are currently covered by directors’ and officers’ liability insurance policies on terms no less favorable in the aggregate than the terms of such current insurance coverage; provided , however , that if any claim is asserted or made within such six (6) year period, such insurance shall be continued in respect of such claim until the final disposition thereof; provided , further , that, if such “tail” or other policies are not available at an annual cost not greater than 150% (one hundred fifty percent) of the last annual premium paid prior to the date hereof under such policy (the “ Insurance Cap ”), then the Surviving Corporation shall cause to be obtained as much comparable insurance as can reasonably be obtained in its good faith judgment at a cost up to but not exceeding the Insurance Cap.

(c) The provisions of this Section  8.19 are (i) intended to be for the benefit of, and shall be enforceable by, each person released or entitled to indemnification, or other benefit hereunder, and each such person’s heirs, representatives, successors or assigns, it being expressly agreed that such persons shall be third party beneficiaries of this Section  8.19 , and (ii) in addition to, and not in substitution for, any other right to indemnification or contribution that any such person may have by contract or otherwise. The Surviving Corporation shall not, and Acquiror shall cause the Surviving Corporation not to, amend the provisions of this Section  8.19 in a manner that would adversely affect any such third party beneficiary without the prior written consent of such third party beneficiary.

(d) The Surviving Corporation shall (and Acquiror shall cause the Surviving Corporation to), from time to time following the Closing, execute and deliver such other documents and instruments and take such other actions as may be reasonably requested by the Stockholders’ Agent or any D&O Indemnitee to implement the provisions of this Section  8.19 .

(e) Nothing in this Section  8.19 shall prohibit Acquiror from causing the merger, consolidation, or reorganization of the Company and/or its Subsidiaries.

Article 9

C ONDITIONS TO THE M ERGER

9.1 Conditions to Obligations of Each Party to Effect the Merger . The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:

(a) Stockholder Approval . The Merger and this Agreement shall each have been duly and validly approved, as required by Michigan Law, and the Company’s Charter Documents, each as in effect on the date of such approval, by the requisite written consent of the Stockholders.

63

(b) Illegality . No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect, nor shall any action have been taken by any Governmental Entity seeking any of the foregoing, and no statute, rule, regulation or order shall have been enacted, entered, or enforced which makes the consummation of the Merger illegal.

(c) Governmental Approvals . Acquiror, Merger Sub and the Company shall have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary for consummation of, or in connection with, the Merger and the other transactions contemplated hereby. All applicable waiting periods under the HSR Act or applicable foreign antitrust laws shall have expired or early termination of such waiting periods shall have been granted by both the Federal Trade Commission and the United States Department of Justice (or, with respect to foreign antitrust laws, the applicable foreign Governmental Entity). Neither party shall request early termination of the waiting period without the prior written consent of the other party.

(d) Paying Agent Agreement; Escrow Agreement . Between the Agreement Date and the Closing, each of the Company, Acquiror, the Stockholders’ Agent and the Paying Agent shall have entered into the Paying Agent Agreement, and each of the Acquiror, the Stockholders’ Agent and the Escrow Agent shall have entered into the Escrow Agreement; provided, however, that (i) Acquiror’s entering into such agreements shall not constitute a condition precedent for Acquiror, Merger Sub and/or the Surviving Corporation to consummate the transactions contemplated hereby, and (ii) the Company’s and/or the Stockholders’ Agent’s entering into such agreements shall not constitute a condition precedent for the Company, the Stockholders’ Agent and/or any Stockholders to consummate the transactions contemplated hereby.

9.2 Additional Conditions to Obligations of the Company . The obligations of the Company to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Company and may be waived by the Company in writing in its sole discretion without notice or Liability to any Person):

(a) Representations, Warranties and Covenants . The representations and warranties of Acquiror in this Agreement (i) that are qualified by “material” or “Material Adverse Effect” (or any correlative terms) shall be true and correct in all respects as so qualified on and as of the date hereof and on and as of the Closing Date as if made on and as of such Closing Date, and (ii) that are not so qualified shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, except that any representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct in all respects or in all material respects, as applicable, only as of such date or period. Acquiror shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing.

64

(b) Receipt of Closing Deliveries . The Company shall have received each of the agreements, instruments and other documents set forth in Sections  2.3(a) and 2.3(c) .

9.3 Additional Conditions to the Obligations of Acquiror . The obligations of Acquiror to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of Acquiror and may be waived by Acquiror in writing in its sole discretion without notice or Liability to any Person):

(a) Representations, Warranties and Covenants . The representations and warranties of the Company in this Agreement (not modified by a Schedule Supplement delivered by the Company pursuant to Section 8.18 hereof) (i) that are qualified by “material” or “Material Adverse Effect” (or any correlative terms) shall be true and correct in all respects as so qualified on and as of the date hereof and on and as of the Closing Date as if made on and as of such Closing Date, and (ii) that are not so qualified shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, except that any representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct in all respects or in all material respects, as applicable, only as of such date or period. The Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Closing.

(b) Receipt of Closing Deliveries . Acquiror shall have received each of the agreements, instruments and other documents set forth in Sections  2.3(b) and 2.3(c) ; provided, however, that such receipt shall not be deemed to be an agreement by Acquiror that the amounts set forth on the Net Working Capital Certificate, the Closing Cash Certificate, the Spreadsheet, the Flow of Funds Memorandum or any of the other agreements, instruments or documents set forth in Section  2.3(b) is accurate and shall not diminish Acquiror’s remedies hereunder if any of the foregoing documents is not accurate.

(c) No Material Adverse Effect . There shall not have occurred a Material Adverse Effect with respect to the Company.

(d) No Outstanding Securities . There shall be no outstanding securities, warrants, options, commitments or agreements of the Company immediately prior to the Effective Time that will remain outstanding following the Closing (other than those held by Acquiror) and that purport to obligate the Company to issue any shares of Capital Stock, Company Options, Company Warrants or any other securities under any circumstances.

Article 10

T ERMINATION , A MENDMENT AND W AIVER

10.1 Termination . At any time prior to the Closing, this Agreement may be terminated and the Merger abandoned by authorized action taken by the terminating party, whether before or after the Stockholder Approval:

65

(a) by mutual written consent duly authorized by the Company’s Board of Directors and by Acquiror;

(b) by either Acquiror or the Company, if the Closing shall not have occurred on or before the date that is 90 days from the date of this Agreement, or such other date that Acquiror and the Company may agree upon in writing (the “ Termination Date ”); provided, however, that the right to terminate this Agreement under this clause (b) of Section  10.1 shall not be available to any party whose breach of any covenant or agreement hereunder will have caused or directly resulted in the failure of the Closing to occur on or before the Termination Date;

(c) by either Acquiror or the Company, if any permanent injunction or other order of a Governmental Entity of competent authority preventing the consummation of the Merger shall have become final and non-appealable;

(d) by Acquiror, if (i) the Company shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not have been cured within five (5) Business Days after receipt by the Company of written notice of such breach ( provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set forth in Section  9.1 or Section  9.3 to be satisfied, (ii) the Company shall have breached Section  8.1(a) or Section  8.1(b) , or (iii) there shall have been a Material Adverse Effect with respect to the Company;

(e) by the Company, if Acquiror shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not have been cured within five (5) Business Days after receipt by Acquiror of written notice of such breach ( provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set forth in Section  9.1 or Section  9.2 to be satisfied.

10.2 Effect of Termination . In the event of termination of this Agreement as provided in Section  10.1 , this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Acquiror, Merger Sub, the Company or their respective officers, directors, shareholders or affiliates; provided, however, that (a) the provisions of this Section  10.2 (Effect of Termination), Article 1 (Definitions and Interpretation) Section  8.3 (Confidentiality; Public Disclosure), Section  8.10 (Expenses), Section  11.7 (Stockholders’ Agent), Section  12.2 (Notices), Section  12.4 (Entire Agreement), Section  12.5 (Assignment), Section  12.6 (Severability), Section  12.8 (Governing Law; Jurisdiction), and Section  12.9 (Rules of Construction), and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement in accordance with their terms, and (b) nothing herein shall relieve any party hereto of any liability or damages resulting from (i) any fraud or intentional misrepresentation on or before the Termination Date with respect to such party’s representations and warranties contained herein or (ii) breach of this Agreement. Notwithstanding the foregoing, nothing shall prevent a party from pursuing any claim for breach of this Agreement (whether under contract or at law).

66

10.3 Amendment . Subject to the provisions of applicable Legal Requirements, the parties hereto may amend this Agreement by authorized action at any time before or after the Stockholder Approval pursuant to an instrument in writing signed on behalf of each of the parties hereto ( provided, however, that, after such Stockholder Approval, no amendment shall be made which by applicable Legal Requirements requires further approval by such Stockholders without such further Stockholder approval). To the extent permitted by applicable Legal Requirements, and, except as otherwise provided in this Agreement (including Section  11.7 ), Acquiror and the Stockholders’ Agent may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Acquiror and the Stockholders’ Agent.

10.4 Extension; Waiver . At any time at or prior to the Closing, any party hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Without limiting the generality or effect of the preceding sentence, no delay in exercising any right under this Agreement shall constitute a waiver of such right, and no waiver of any breach or default shall be deemed a waiver of any other breach or default of the same or any other provision in this Agreement. At any time after the Closing, the Stockholders’ Agent and Acquiror may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto or the Stockholders’ Agent to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Without limiting the generality or effect of the preceding sentence, no delay in exercising any right under this Agreement shall constitute a waiver of such right, and no waiver of any breach or default shall be deemed a waiver of any other breach or default of the same or any other provision in this Agreement.

Article 11

E SCROW F UND , I NDEMNIFICATION AND S TOCKHOLDERS ’ A GENT

11.1 Escrow Fund . The Escrow Cash shall be deposited with JPMorgan Chase as escrow agent (the “ Escrow Agent ”), such deposit, together with any interest that may be earned thereon, to constitute an escrow fund (the “ Escrow Fund ”) and to be governed by the provisions set forth herein and in the Escrow Agreement. The Escrow Fund shall be available to compensate Acquiror (on behalf of itself or any other Acquiror Indemnified Person) for Indemnifiable Damages pursuant to the indemnification obligations of the Stockholders. Any amounts released from the Escrow Fund to the Stockholders may be used by the Stockholders’ Agent for the same purposes as the Stockholders’ Agent Expense Fund.

67

11.2 Indemnification .

(a) From and after the Effective Time and subject to the limitations set forth in this Agreement, the Stockholders shall indemnify and hold harmless each of the Surviving Corporation and Acquiror and their respective officers, directors, stockholders, agents and employees, and each person, if any, who controls or may control Acquiror within the meaning of the Securities Act (each of the foregoing being referred to individually as an “ Acquiror Indemnified Person ” and collectively as “ Acquiror Indemnified Persons ”) from and against any and all losses, Liabilities, damages, fees, Tax, interest, reasonable costs and reasonable expenses (including reasonable costs and reasonable expenses arising from claims, demands, actions, causes of action, including reasonable third party legal fees) whether or not due to a third-party claim (collectively, “ Indemnifiable Damages ”), arising out of or resulting from ( i ) any breach or inaccuracy in any representation or warranty made by the Company in this Agreement or the Company Disclosure Letter (including any exhibit or Schedule to the Company Disclosure Letter), ( ii ) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement, ( iii ) any Indemnifiable Closing Costs, ( iv ) (a) all Taxes of the Company and each Subsidiary for all taxable periods ending on or before the Closing and the portion through the end of the Closing Date for any Straddle Period, (b) all Taxes of any member of an affiliated, consolidated, combined, unitary or similar group of which the Company or any Subsidiary was a member prior to the Closing and (c) all Taxes of any Person imposed on the Company or any Subsidiary as a transferee of or successor to such Person or as a result of any obligation to assume such Taxes or to indemnify such Person, but in each case only to the extent (x) such Taxes have not been included in the calculation of Net Working Capital as finally determined and (y) such Taxes exceed in the aggregate the amount of all Tax refunds for Taxable periods that end on or before the Closing Date that were actually received by the Company after the Closing, and not otherwise required to be returned to a Governmental Entity, and that were not included in the calculation of Net Working Capital as finally determined, and ( v ) the special indemnity set forth in Schedule  11.2(a) (v) to this Agreement (the “ Specified IP Claim ”).

(b) From and after the Effective Time and subject to the limitations set forth in this Agreement, Acquiror and Merger Sub shall indemnify and hold harmless each of the Stockholders and their respective officers, directors, stockholders, agents and employees, and each person, if any, who controls or may control the Stockholders within the meaning of the Securities Act (each of the foregoing being referred to individually as a “ Seller Indemnified Person ” and collectively as “ Seller Indemnified Persons ”) from and against any and all Indemnifiable Damages, arising out of or resulting from (i) any breach or inaccuracy in any representation or warranty made by the Acquiror or the Merger Sub in this Agreement, (ii) any breach of or default in connection with any of the covenants or agreements made by the Acquiror or the Merger Sub in this Agreement, and (iii) any termination of any Designated Employee pursuant to Section  8.11 , including all Designated Separation Expenses, and (iv) any termination of the Company’s 401(k) Plan(s) pursuant to Section 8.12 , including all 401(k) Termination Expenses.

(c) Notwithstanding anything in this Agreement to the contrary, materiality standards or qualifications in any representation or warranty shall only be taken into account in determining whether a breach of such representation or warranty exists, and shall not be taken into account in determining the amount of any Indemnifiable Damages with respect to such breach.

68

11.3 Indemnifiable Damage Threshold; Other Limitations .

(a) Subject to the Stockholders’ Agent’s right to indemnification from the Stockholders under Section 11.7(b), no party shall have any Liability for indemnification under this Agreement, including, without limitation, under this Article 11 , for any Indemnifiable Damages that is individually less than Twenty Thousand Dollars ($20,000) (the “ Threshold Amount ”), except for claims ( i ) arising from, or related to, breaches of Fundamental Representations or fraud, or ( ii ) pursuant to clauses (ii) through (v) of Section 11.2(a) , with respect to which there shall be no Threshold Amount. For purposes of this Agreement, except for claims for which there is not a Threshold Amount, as provided above, any Indemnifiable Damage that is individually less than the Threshold Amount (an “ Excluded Indemnified Loss ”) shall be ignored for all purposes and treated as if it did not occur.

(b) Notwithstanding anything contained herein to the contrary, no Indemnified Person shall be entitled to make a claim for indemnification pursuant to Section  11.1 , unless and until one or more Claim Certificates describing Indemnifiable Damages (disregarding all Excluded Indemnified Losses and Dollar One Indemnity Items) in an aggregate amount greater than Five Hundred Thousand Dollars ($500,000) (the “ Aggregate Threshold ”) have been delivered by such Indemnified Person, in which case the Indemnified Person may make claims for indemnification for all Indemnifiable Damages (including the Aggregate Threshold but not Excluded Indemnified Losses); provided, however, that the Aggregate Threshold shall not apply with respect to any Indemnifiable Damages ( i ) arising from, or related to, breaches of the Fundamental Representations or fraud, or ( ii ) the matters contained in clauses ( ii ) through ( v ) of Section  11.2(a) (“ Dollar One Indemnity Items ”), for which matters the Indemnified Persons shall be entitled to indemnification for all Indemnifiable Damages, subject to the limitations contained in this Agreement, and which Indemnifiable Damages shall not be considered in determining whether the Aggregate Threshold has been met since they are subject to indemnification without regard to the Aggregate Threshold.

(c) If the Merger is consummated, the sole and exclusive remedy of the Acquiror Indemnified Persons for the indemnity obligations of the Stockholders under this Agreement shall be recovery from the Escrow Fund, except (i) in the event of a breach of the Fundamental Representations; (ii) for a claim based on fraud or (iii) with respect to claims made pursuant to clauses (ii) through (iv) of Section  11.2(a) ; provided, however , that, except in the case of fraud and subject to the Stockholders’ Agent’s right to indemnification from the Stockholders under Section 11.7(b), in no event shall the liability of any Stockholder hereunder exceed the Merger Consideration actually received by such Stockholder. An Acquiror Indemnified Person must first look to the Escrow Fund during the period prior to termination of the Extended Escrow Period for recovery; provided, however, that if Acquiror recovers an amount against the Escrow Fund (1) with respect to a breach of the Fundamental Representations; (2) for a claim based on fraud; or (3) with respect to claims made pursuant to clauses (ii) through (iv) of Section 11.2(a) (the “Fundamental Damage Amount”) and Acquiror ultimately is entitled to collect Indemnifiable Damages in excess of the full amount of the Escrow Fund, then Acquiror may pursue the Stockholders directly for any additional, valid indemnification claims up to the Fundamental Damage Amount.

69

(d) Except to the extent Indemnifiable Damages are actually awarded in a Third Party Claim or are actually awarded in a Specified IP Claim, no party shall be liable under any provision of this Agreement for any punitive, special or indirect damages, or loss of business reputation relating to the breach or alleged breach of this Agreement or the transactions contemplated hereby. Without limitation to the foregoing, no “multiple of cash flow” or “multiple of EBITDA” or similar valuation methodology shall be used in calculating the amount of any Indemnifiable Damages, except to the extent Indemnifiable Damages are actually awarded in a Third Party Claim or are actually awarded in a Specified IP Claim.

(e) Without limiting the effect of any other limitation contained in this Article 11 , for purposes of computing the amount of any Indemnifiable Damages incurred by an Indemnified Person under this Article 11 , there shall be deducted an amount equal to (i) any insurance proceeds actually received by the Indemnified Person in respect of such claim, less (ii) any related costs and expenses, including the aggregate cost of pursuing any related insurance claims.

11.4 Period for Claims .

(a) Except as set forth below, the period during which claims for Indemnifiable Damages may be made (the “ Claims Period ”), including against the Escrow Fund for Indemnifiable Damages shall commence at the Closing and terminate the day after the date that is fifteen (15) months following the Closing Date (the “ Initial Escrow Period ”). The Claims Period for Indemnifiable Damages arising out of Section 11.2(a) (v) shall commence on the Closing Date and terminate thirty (30) months after the Closing Date (the “ Extended Escrow Period ”). The Claims Period for Indemnifiable Damages (i) arising out of breaches of the Fundamental Representations or fraud, or (ii) pursuant to Section 11.2(a) (iv) shall commence at the Closing and terminate upon the date that is sixty (60) calendar days beyond the expiration of the applicable statute of limitations. No Indemnified Person may make a claim for indemnification after the expiration of the relevant Claims Period.

(b) Escrow Releases .

(i) Upon the expiration of the Initial Escrow Period, (A) $6,500,000 of the Escrow Cash; less (B) the amount previously dispersed, less (C) the amount, as may reasonably be necessary to satisfy any unresolved or unsatisfied claims made in good faith for Indemnifiable Damages specified in any Claim Certificate delivered in good faith by an Acquiror Indemnified Person to the Stockholders’ Agent prior to the expiration of the Claims Period, shall be promptly delivered (in any event within five (5) Business Days) to the Stockholders (in the manner set forth below). For the sake of clarity, if the sum of (B) and (C) exceed $6,500,000, no amount of the Escrow Fund shall be delivered upon expiration of the Initial Escrow Period.

70

(ii) Upon the expiration of the Extended Escrow Period, (A) all remaining Escrow Cash not previously disbursed; less (B) the amount, as may reasonably be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered in good faith by an Acquiror Indemnified Person to the Stockholders’ Agent prior to the expiration of the Claims Period, shall be promptly delivered (in any event within five (5) Business Days) to the Stockholders (in the manner set forth below).

(iii) All releases from the Escrow Fund to be made to the Stockholders shall be made in accordance with Section  4.1(d) (as if the amounts distributed were Net Merger Consideration), unless otherwise directed by the Stockholders’ Agent in writing (which instructions may include amounts payable to the Stockholders’ Agent directly or on behalf of third parties, in accordance with Section  11.7 ). None of Acquiror, the Surviving Corporation or the Paying Agent shall have any liability to any Stockholder for any distribution to them from the Escrow Fund not in accordance with Section  4.1(d) made pursuant to the written instructions of the Stockholders’ Agent.

(iv) For the sake of clarity, it is understood and agreed that, in the event that there are unresolved Claims that have been properly filed in accordance with the Escrow Agreement that equal or exceed the targeted release sum, there will be no distribution to the Stockholders on any such release date, and the release of such funds shall be made as set forth in the Escrow Agreement.

(c) The availability of the Escrow Fund to indemnify the Acquiror Indemnified Persons will be determined without regard to any right to indemnification which any Stockholders may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Stockholders will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this Article 11 . Nothing in this Section  11.4(c) shall prevent or prohibit a Stockholder from seeking recovery under any available insurance policy or from enforcing its rights pursuant to Section  8.19 .

11.5 Claims and Procedures .

(a) Prior to the expiration of the relevant Claim Period, Acquiror may deliver to the Escrow Agent a certificate signed by any officer of Acquiror (a “ Claim Certificate ”):

(i) stating that an Acquiror Indemnified Person has a claim for Indemnifiable Damages;

(ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the amount reasonably anticipated by Acquiror to be incurred, paid reserved or accrued); and

(iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related.

71

No delay in providing such Claim Certificate within the Claims Period shall affect an Indemnified Person’s rights hereunder or under the Escrow Agreement, unless (and then only to the extent that) the Stockholders’ Agent or the Stockholders are materially prejudiced thereby.

(b) At the time of delivery of any Claim Certificate to the Escrow Agent, a duplicate copy of such Claim Certificate shall be delivered to the Stockholders’ Agent by or on behalf of Acquiror (on behalf of itself or any other Acquiror Indemnified Person) in accordance with Section  12.2 and for a period of thirty (30) calendar days after such delivery to the Stockholders’ Agent of such Claim Certificate, the Escrow Agent shall make no payment pursuant to this Section  11.5 unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent to make such delivery. After the expiration of such thirty (30)-calendar day period, the Escrow Agent shall make delivery of cash from the Escrow Fund to the relevant Acquiror Indemnified Party in accordance with this Section  11.5 ; provided, however, that no such delivery may be made if and to the extent the Stockholders’ Agent has objected in a written statement to any claim or claims made in the Claim Certificate, and such written statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30)-calendar day period. In the event that there are no longer any amounts in the Escrow Fund, and such claim relates to a breach of the Fundamental Representations, fraud, or Section 11.2(a) (iv) , such Claim Certificate shall be delivered solely to the Stockholders’ Agent.

11.6 Resolution of Objections to Claims .

(a) If the Stockholders’ Agent objects to any claim made by Acquiror in any Claim Certificate then the Stockholders’ Agent shall deliver a written notice (a “ Claim Dispute Notice ”) to Acquiror during the thirty (30)-day period commencing upon delivery to the Stockholders’ Agent of the Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Acquiror in the Claim Certificate. If the Stockholders’ Agent does not deliver a Claim Dispute Notice to Acquiror prior to the expiration of such thirty (30)-day period, then (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in Acquiror’s favor on the terms set forth in the Claim Certificate, and (ii) if the Escrow Fund remains, then without any further instructions the Escrow Agent shall distribute cash from the Escrow Fund to Acquiror in an amount equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate.

(b) If the Stockholders’ Agent delivers a Claim Dispute Notice, Acquiror and the Stockholders’ Agent shall attempt in good faith for forty-five (45) calendar days to resolve any objections raised by the Stockholders’ Agent in such Claim Dispute Notice. If Acquiror and the Stockholders’ Agent agree to a resolution of one or more objections, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Fund in accordance with the terms of such memorandum.

(c) If no such resolution can be reached during the forty-five (45)-calendar day period following Acquiror’s receipt of a given Claim Dispute Notice, then upon the expiration of such forty-five (45)-calendar day period, either Acquiror or the Stockholders’ Agent may bring suit in accordance with Section  12.8 to resolve the matter.

72

(d) For purposes of this Section  11.6 , in any action hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the trial court awards Acquiror more than one-half of the amount in dispute, in which case the Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such action.

11.7 Stockholders’ Agent .

(a) Effective at the Closing, Shareholder Representative Services LLC shall be, and hereby is, appointed by the Stockholders as the agent, proxy and attorney-in-fact for such Stockholders, with full power of substitution and re-substitution, for all purposes under this Agreement, the Escrow Agreement, and the Paying Agent Agreement (including full power and authority to act on the Stockholders’ behalf). For purposes of this Agreement, the term “ Stockholders’ Agent ” shall mean the agent and attorney-in-fact for and on behalf of the Stockholders to: (i) execute, as Stockholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated hereby; (ii) give and receive notices, instructions, and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Stockholder, to or from Acquiror (on behalf of itself or any other Acquiror Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Stockholder individually); (ii) review, negotiate and agree to and authorize deliveries to Acquiror of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Acquiror Indemnified Person, including by not objecting to such claims) pursuant to this Article 11 ; (iii) object to such claims pursuant to Section  11.5 ; (iv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by lawsuit, settlement or otherwise, and take or forego any or all actions permitted or required of any Stockholder or necessary in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (v) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Stockholders; (vi) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Stockholders (so long as any such amendment or waiver applies equally to all Stockholders) in accordance with the terms hereof and in the manner provided herein; and (vii) take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Acquiror, Merger Sub and their respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall

73

be entitled to rely on the appointment of Shareholder Representative Services LLC as the Stockholders’ Agent and treat such Stockholders’ Agent as the duly appointed attorney-in-fact of each Stockholder and has having the duties, power and authority provided for in this Section  11.7 . The Stockholders shall be bound by all actions taken and documents executed by the Stockholders’ Agent in connection with this Article 11 , and Acquiror and other Acquiror Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Stockholders’ Agent. The Person serving as the Stockholders’ Agent may resign at any time and may be replaced from time to time by a written consent signed by Stockholders holding at least a majority of the outstanding shares of Common Stock and Preferred Stock (voting together as a single class on an as converted to Common Stock basis) in accordance with the Contribution and Indemnity Agreement upon not less than ten (10) calendar days’ prior written notice to Acquiror. No bond shall be required of the Stockholders’ Agent. All of the immunities and powers granted to the Stockholders’ Agent under this Agreement shall survive the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section  11.7 is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Stockholders and shall be binding on any successor thereto.

(b) The Stockholders’ Agent shall not be liable to any Stockholder for any act done or omitted hereunder as the Stockholders’ Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Stockholders shall severally (based upon each Stockholder’s Pro Rata Percentage) indemnify the Stockholders’ Agent and hold it harmless against any loss, liability, damage, claim, penalty, fine, forfeiture, action, fee, cost or expense arising out of or in connection with the acceptance or administration of its duties hereunder (including all reasonable out-of-pocket fees, costs and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, the “ Stockholders’ Agent Expenses ”), in each case as such Stockholders’ Agent Expenses are suffered or incurred; provided, that in the event that any such Stockholders’ Agent Expense is finally adjudicated to have been primarily caused by the gross negligence or willful misconduct of the Stockholders’ Agent, the Stockholders’ Agent will reimburse the Stockholders the amount of such indemnified Stockholders’ Agent Expenses attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Agent by the Stockholders, such Stockholders’ Agent Expenses may be recovered by the Stockholders’ Agent from the Stockholders’ Agent Expense Fund and the Escrow Fund otherwise distributable to the Stockholders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person); provided, that while this section allows the Stockholders’ Agent to be paid from the Stockholders’ Agent Expense Fund and the Escrow Fund, this does not relieve the Stockholders from their obligation to promptly pay such Stockholders’ Agent Expenses as they are suffered or incurred, nor does it prevent the Stockholders’ Agent from seeking any remedies available to it at law or otherwise. No provision of this Agreement or the Escrow Agreement shall require the Stockholders’ Agent to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or the Paying Agent Agreement. The indemnification obligations set forth in this Section  11.7 shall survive the resignation or removal of the Stockholders’ Agent and the termination of this Agreement.

74

(c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Stockholders’ Agent that is within the scope of the Stockholders’ Agent’s authority under Section  11.7(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Stockholders and shall be final, binding and conclusive upon each such Stockholder; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Stockholder. Acquiror, the other Acquiror Indemnified Persons and the Escrow Agent are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Stockholders’ Agent.

(d) The Stockholders’ Agent Expense Fund shall be available to pay directly or reimburse the Stockholders’ Agent for fees, costs and expenses (including legal fees, costs and expenses) incurred by the Stockholders’ Agent relating to the Merger, the transactions contemplated thereby, and post-Closing matters, whether incurred prior to or after the Closing. The Stockholders will not receive any interest or earnings on the Stockholders’ Agent Expense Fund and irrevocably transfer and assign to the Stockholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. So long as the Stockholders’ Agent Expense Fund is held and maintained in an FDIC-insured client trust account, the Stockholders’ Agent will not be liable for any loss of principal of the Stockholders’ Agent Expense Fund other than as a result of gross negligence or willful misconduct. For tax purposes, the Stockholders’ Agent Expense Fund will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing.

(e) To the extent the Stockholders’ Agent receives documents, spreadsheets or other forms of information from any party and the Stockholders’ Agent is required to deliver any such document, spreadsheet or other form of information to another party, the Stockholders’ Agent is not responsible for the content of such materials, nor is the Stockholders’ Agent responsible for confirming the accuracy of any information contained in such materials or reconciling the content of any such materials with any other documents, spreadsheets or other information.

(f) Upon the end of the Extended Escrow Period (or such later date as all related claims or disputes have been resolved), the Stockholders’ Agent shall deliver to the Paying Agent for distribution to the Stockholders pursuant to Section 3.1 any portion of the Stockholders’ Agent Expense Fund which has not been used to pay the fees, costs and expenses incurred by the Stockholders’ Agent.

75

11.8 Third Party Claims .

(a) In the event Acquiror becomes aware of a claim by a third party (a “ Third Party Claim ”), other than a Special IP Claim, which Acquiror in good faith believes may result in a claim by or on behalf of an Acquiror Indemnified Person, Acquiror shall promptly notify the Stockholders’ Agent, and the Stockholders’ Agent shall have the right (but not the obligation) in its sole discretion to control and conduct the defense of and to settle or resolve any such claim (including pre-suit). If the Stockholders’ Agent elects to assume the defense of a Third Party Claim, Acquiror shall have the right to receive copies of all pleadings, notices and communications with respect to the Third Party Claim (and Stockholders’ Agent shall promptly deliver such items to Acquiror) to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense (without a right to be indemnified for such expenses), to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. Stockholders’ Agent shall include the Acquiror in all meetings, discussions, and negotiations with respect to the Third Party Claim to the extent that participation in such activities does not affect any privilege relating to any Indemnified Person. Without limitation to the foregoing, Stockholders’ Agent shall regularly consult in good faith and reasonably consider the opinions of the Acquiror prior to and in connection with any discussions or settlement negotiations related to a Third Party Claim. However, except with the consent of the Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Acquiror shall have objected within fifteen (15) calendar days after a written request for such consent. Stockholders’ Agent shall not settle a Third Party Claim unless it results only in the payment of money for which Acquiror is indemnified

(b) In the event Acquiror becomes aware of a Specified IP Claim involving the matter expressly designated as a Special IP Claim set forth on Schedule  11.2(a )(v) to this Agreement (a “ Special IP Claim ”) which Acquiror in good faith believes may result in a claim by or on behalf of an Acquiror Indemnified Person, Acquiror shall promptly notify the Stockholders’ Agent, and Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (including pre-suit) and (provided Acquiror complies with its obligations in this Section 11.8(b) and Section 11.10 ) the reasonable costs and reasonable expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder. The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the Special IP Claim (and Acquiror shall promptly deliver such items to the Stockholders’ Agent) to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at the expense of the Stockholders, to participate in, but not to determine or conduct, any defense of the Special IP Claim or settlement negotiations with respect to the Special IP Claim. Acquiror shall include the Stockholders’ Agent in all meetings, discussions, and negotiations with respect to the Special IP Claim to the extent that participation in such activities does not affect any privilege relating to any Indemnified Person. Without limitation to the foregoing, Acquiror shall regularly consult in good faith and reasonably consider the opinions of the Stockholders’ Agent prior to and in connection with any discussions or settlement negotiations related to a Special IP Claim. However, except with the consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Stockholders’ Agent shall have objected within fifteen (15) calendar days after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim by or on behalf of

76

an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, neither the Stockholders’ Agent nor any Stockholder shall have any power or authority to object under Section  11.5 or any other provision of this Article 11 to the amount of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement or resolution.

(c) Notwithstanding the foregoing, in the event that the Acquiror Indemnified Persons refuse to consent to a bona fide, irrevocable offer of settlement of a Third Party Claim or a Special IP Claim that the Stockholders’ Agent has indicated in writing to the Acquiror Indemnified Persons that the Stockholders accept responsibility for and wish to accept and that (i) provides for the payment by the Stockholders of money as sole relief for the claimant, (ii) involves no limitation on the future operations of the business of Acquiror and its Subsidiaries and (iii) results in the full and general release of the Acquiror Indemnified Persons from all liabilities arising or relating to, or in connection with, the Third Party Claim or the Special IP Claim, and involves no finding or admission of any violation of Legal Requirements or the rights of any Indemnified Person, the total liability of the Stockholders for Indemnifiable Damages with regard to such Third Party Claim or the Special IP Claim shall be equal to the payment of any reasonable costs and reasonable expenses incurred by the Acquiror Indemnified Persons in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court costs) until and including the date that the Stockholders’ Agent has indicated in writing to the Indemnified Persons that the Stockholders will accept such settlement offer plus the amount of such settlement offer.

11.9 Treatment of Indemnification Payments . The Stockholders and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 11 as adjustments to the Merger Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.

11.10 Initiation of Settlement Negotiations . To the extent not inconsistent with Section 11.8(b), Acquiror shall not (and shall not allow any of its officers, directors, employees or other agents or representatives to) approach, or initiate any discussions or settlement negotiations with, any third party with respect to any Specified IP Claims without the prior written consent of the Stockholders’ Agent. Acquiror shall include the Stockholders’ Agent in all meetings, discussions and negotiations with respect to Specified IP Claims and shall regularly consult in good faith and reasonably consider the opinions of the Stockholders’ Agent prior to and in connection with any discussions in or settlement negotiations related to Specified IP Claims.

Article 12

G ENERAL P ROVISIONS

12.1 Survival Period . If the Merger is consummated, the representations and warranties of the Company contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for

77

indemnification pursuant to clause (a) or (b) of Section  11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, the representations and warranties of the Company contained in Section  5.9 in so far as they relate to the Specified IP Claim will remain operative and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further , that the representations and warranties of the Company contained in Section  5.2 (Capital Structure), Section  5.3 (a) (Authority; Noncontravention) and Section  5.11 (Taxes) (collectively, the “ Fundamental Representations ”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further , no right to indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further , that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7 ) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed).

12.2 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given, delivered or otherwise provided under this Agreement upon delivery if delivered personally or by commercial delivery service, or two Business Days after being mailed by registered or certified mail (return receipt requested) or sent via electronic mail (with confirmation of receipt) to the parties hereto at the following address (or at such other address for a party as shall be specified by like notice):

RTI Biologics, Inc.

11621 Research Circle

Alachua, FL 32615

Fax: (212) 318-3400

Attention: Brian K. Hutchison, Chief Executive Officer

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

Fulbright & Jaworski LLP

666 Fifth Avenue

New York, NY 10103

Fax: (212) 318-3400

Attention: Warren J. Nimetz, Esq.

78

Pioneer Surgical Technology, Inc.

375 River Park Circle

Marquette, MI 49855

Fax: (252) 355-3335

Attention: Daniel Webber

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

Varnum LLP

333 Bridge St., N.W.

Grand Rapids, MI 49504

Fax: (616) 336-7000

Attention: Michael Wooldridge & Pete Roth

Shareholder Representative Services, LLC

1614 15th Street, Suite 200

Denver, CO 80202

Fax: (303) 623-0294

Telephone: (303) 648-4085

Email: deals@shareholderrep.com

Attention: Managing Director

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

Varnum LLP

333 Bridge St., N.W.

Grand Rapids, MI 49504

Fax: (616) 336-7000

Attention: Michael Wooldridge & Pete Roth

12.3 Counterparts; Electronic Signature . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood that all parties hereto need not sign the same counterpart. Signatures to this Agreement and/or the related agreements may be made via electronic signature (.pdf format included).

12.4 Entire Agreement; Non-assignability; Parties in Interest . This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all Exhibits, Schedules, including the Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this

79

Agreement, in accordance with its terms, (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or remedies hereunder (except that Article 11 is intended to benefit Indemnified Persons) and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein.

12.5 Assignment . Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void, except that Acquiror may assign this Agreement to any direct or indirect wholly owned subsidiary of Acquiror without the prior consent of the Company; provided, however, that Acquiror shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

12.6 Severability . In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably necessary to effect the intent of the parties hereto. The parties hereto shall use all reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

12.7 Remedies Cumulative . Except as otherwise provided in this Agreement to the contrary, any and all remedies herein expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party hereto of any one remedy shall not preclude the exercise of any other remedy and nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity, and the parties hereby waive the requirement of any posting of a bond in connection with the remedies described herein; provided, however, that any Indemnifiable Damages may only be recovered once by an Indemnified Person.

12.8 Governing Law; Jurisdiction . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State. Each party submits to the exclusive jurisdiction of any federal or state court sitting in the Western District of Michigan in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herein and agrees that all claims in respect of such action or proceeding may be heard and determined in any such court. Each party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment (after giving effect to any timely appeals) in any action or proceeding so brought will be conclusive and may be enforced by suit on the judgment or in any other manner provided by Legal Requirements.

80

12.9 Rules of Construction . The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement, each Schedule and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

12.10 Acquiror’s Due Diligence Investigation . Acquiror has, for the sole purpose of determining whether to enter into and negotiate the transactions contemplated by this Agreement, conducted a review of information made available to it regarding the Company’s commercial, financial, legal, and other affairs. The parties agree and acknowledge that the representations and warranties of the Company set forth in Article 5 (and in the related portions of the Company Disclosure Letter) shall in no way be limited, qualified, impaired or affected by Acquiror’s conduct of such investigation. Notwithstanding, Acquiror acknowledges that the Company has not made and is not making, and that Acquiror has not relied upon, any representations or warranties whatsoever regarding the subject matter of this Agreement, the Merger, or the transactions contemplated hereunder, express or implied, except as expressly provided in this Agreement.

12.11 Conflict Waiver . Notwithstanding that the Company has been represented by Varnum LLP (the “ Firm ”) in the preparation, negotiation and execution of this Agreement, the Company agrees that after the Closing the Firm may represent the Stockholders’ Agent, the Stockholders and/or their affiliates in matters related to this Agreement, including without limitation in respect of any indemnification claims. The Company hereby acknowledges, on behalf of itself and its affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation.

[Remainder of Page is Blank – Signature Pages Follow]

81

I N W ITNESS W HEREOF , Acquiror, Merger Sub, the Company and the Stockholders’ Agent have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

EXHIBIT A-1

List of Initial Signatories to Stockholder Consent

EXHIBIT A-2

Form of Stockholder Consent

PIONEER SURGICAL TECHNOLOGY, INC.

SHAREHOLDER CONSENT

The undersigned, being the holders of more than (i) seventy percent (70%) of the voting power of the outstanding shares of Senior Preferred Stock (as that term is defined in the Company’s Third Amended and Restated Articles of Incorporation, herein referred to as the “Articles”), and (ii) a majority of the voting power of the outstanding shares of Series B Preferred Stock (as defined in the Articles), and (iii) a majority of the voting power of the outstanding shares of Senior Preferred Stock and Common Stock (as defined in the Articles) (collectively referred to as the “Holders”) of Pioneer Surgical Technology, Inc., a Michigan corporation (the “Company”) take the following actions by written consent in lieu of a meeting pursuant to Section 407 of the Michigan Business Corporation Act:

Approval and Adoption of Agreement and Plan of Merger

WHEREAS , Pioneer Surgical Technology, a Michigan corporation (the “Company”) has entered into that certain Agreement and Plan of Merger dated as of June                      , 2013 (the “Merger Agreement”), with RTI Biologics, Inc., a Delaware corporation (“Acquiror”), [Pilgrim Acquisition Corporation] a Michigan corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), and Pharos Capital Partners II, L.P., solely in its capacity as agent (the “Stockholders’ Agent”), pursuant to which, among other things, Merger Sub shall be merged with and into the Company (the “Merger”) such that the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation after the Merger;

WHEREAS , the board of directors of the Company (the “Board”) has (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company’s shareholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, and (iii) recommended that the Company’s shareholders adopt and approve the Merger Agreement;

WHEREAS , Acquiror and Merger Sub have requested that each Holder execute and deliver this Shareholder Consent with respect to any and all shares of Preferred Stock beneficially owned by such Holder as of the date of the execution and delivery of this Shareholder Consent;

WHEREAS , unless otherwise specifically defined in this Shareholder Consent, each capitalized term that is used but not defined in this Shareholder Consent shall have the meaning specified in the Merger Agreement; and

WHEREAS , each Holder has received and reviewed a copy of this Shareholder Consent and the Merger Agreement and has had an opportunity to obtain the advice of counsel prior to executing this Shareholder Consent and fully understands and accepts all of the provisions hereof.

NOW, THEREFORE , it is hereby resolved as follows:

RESOLVED , that the Holders hereby (i) approve the Merger; (2) approve and adopt the Merger Agreement, and (3) approve and authorize the consummation of the Merger and all matters contemplated by the Agreement (collectively, the “Transactions”);

FURTHER RESOLVED , that the Holders hereby approve and ratify all actions taken by the Board of Directors and officers of the Company in connection with the Transactions and the negotiations of the Merger Agreement and related documents; and

FURTHER RESOLVED , that the Holders hereby authorize each officer of the Company to take any and all actions and to execute and deliver any and all documents, agreements and instruments and to take all actions deemed by such officer to be necessary or appropriate to carry out the purpose and intent of the Merger Agreement and the Transactions.

Counterparts

This Shareholder Consent may be executed in one or more counterparts with the same effect as if the signatures were upon the same instrument, and shall be effective as of the Agreement Date. Photocopies, facsimile transmissions and other reproductions of this executed original (with reproduced signatures) shall be deemed to be original counterparts of this Shareholder Consent.

(Signatures appear on the following pages.)

2

Signature Pages to the Shareholder Consent

Signature Pages to the Shareholder Consent

Signature Pages to the Shareholder Consent

Signature Pages to the Shareholder Consent

Signature Pages to the Shareholder Consent

EXHIBIT A-3

STOCKHOLDER AGREEMENT

THIS STOCKHOLDER AGREEMENT (this “ Agreement ”) is made and entered into as of              , 2013, between RTI Biologics, Inc., a Delaware corporation (“ Acquiror ”), and the undersigned stockholder (“ Stockholder ”) of Pioneer Surgical Technology, Inc., a Michigan corporation (the “ Company ”).

BACKGROUND

A. Acquiror, Rockets MI Corporation, a Michigan corporation and a wholly-owned subsidiary of Acquiror (“ Merger Sub ”), the Company and certain other parties have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “ Merger Agreement ”), pursuant to which Acquiror will acquire the Company through the merger of Merger Sub with and into the Company (the “ Merger ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

B. As a condition to the willingness of, and an inducement to, Acquiror and Merger Sub to enter into the Merger Agreement, contemporaneously with the execution and delivery of the Merger Agreement, certain holders of outstanding capital stock of the Company, including Stockholder, are (i) executing and delivering a written stockholders consent authorizing and approving the Company’s execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby (the “ Written Consent ”), and (ii) entering into stockholder agreements in substantially the form of this Agreement.

C. Stockholder is the registered and/or beneficial owner of such number of shares of the Capital Stock as is indicated on Exhibit A hereof (the “ Shares ”).

D. Acquiror and Stockholder now wish to enter into this Agreement to (i) restrict in accordance with the terms and conditions hereof Stockholder’s ability to transfer or otherwise dispose of any of the Shares, or any other shares in the capital of the Company acquired by Stockholder hereafter and prior to the Expiration Date (as defined in Section 1(a) below), and (ii) require in accordance with the terms and conditions hereof Stockholder to vote the Shares and any other such shares in the capital of the Company so as to facilitate consummation of the Merger.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which the parties hereby acknowledge, Acquiror and Stockholder agree as follows:

Section 1. Agreement to Retain Shares.

(a) Transfer and Encumbrance. Except as may be specifically required by court order or by operation of applicable Legal Requirements, Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Shares or any New Shares (as defined below), or to make any offer or agreement relating thereto, at any time prior to the Expiration Date, unless and to the extent that the purchaser, pledgee or other counterparty in such transaction executes and delivers a stockholders agreement with Acquiror substantially in the form of this Agreement. As used herein, the term “ Expiration Date ” shall mean the earlier to occur of (i) the Effective Time, or (ii) termination of the Merger Agreement in accordance with its terms.

(b) New Shares. Stockholder agrees that any shares in the capital of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“ New Shares ”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

Section 2. Agreement to Vote Shares. The Stockholder shall not revoke, rescind or otherwise withdraw the its execution and delivery of the Written Consent. Prior to the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written resolution of the stockholders of the Company with respect to any of the following, Stockholder shall vote the Shares and any New Shares (i) in favor of approval of the Merger and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Merger) between the Company and any Person other than Acquiror or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement in respect of the Merger or which would result in any of the conditions to the completion of the Merger not being fulfilled.

Section 3. Irrevocable Proxy. Stockholder hereby agrees to timely deliver to Acquiror a duly executed proxy in the form attached hereto as Exhibit B (the “ Proxy ”) with respect to each meeting of stockholders of the Company after the date of this Agreement, such Proxy to cover the total number of Shares and New Shares in respect of which Stockholder is entitled to vote at any such meeting. In the event that Stockholder is unable to provide any such Proxy in a timely manner, Stockholder hereby grants Acquiror a power of attorney to execute and deliver such Proxy for and on behalf of Stockholder, such power of attorney, which being coupled with an interest, shall survive any death, disability, bankruptcy or any other such impediment. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies given by Stockholder with respect to the subject matter of the Proxy and agrees not to grant any subsequent proxies with respect to the subject matter of the Proxy until after the Expiration Date.

2

Section 4. No Inconsistent Agreements. Stockholder shall not, in its capacity as a stockholder of the Company, enter into any agreement or take any other action that would restrict, limit or interfere with the performance of its obligations hereunder or the consummation of the transactions contemplated hereby or by the Merger Agreement.

Section 5. Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Acquiror that:

(i) Stockholder has the right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. Subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and Legal Requirements governing specific performance, injunctive relief, and other equitable remedies: (a) this Agreement has been duly authorized, executed and delivered by Stockholder and is enforceable against Stockholder; and (b) the Proxy, when duly executed and delivered by Stockholder, will be enforceable against Stockholder. If Stockholder is married and the Shares constitute community property, this Agreement has been duly executed and delivered by, and is enforceable against, Stockholder’s spouse.

(ii) The execution and delivery of this Agreement and the Proxy by Stockholder does not, and the performance of this Agreement by Stockholder will not: (A) conflict with or violate any Legal Requirement which may affect the Shares; (B) result in or constitute (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Shares; or (C) require any consent or approval of any person, except in the case of clause (A), (B) or (C) above where any of such events would not have a material adverse effect on Stockholder or otherwise materially impair Stockholder’s ability to satisfy Stockholder’s obligations hereunder.

(iii) As of the date of this Agreement: (a) Stockholder either (1) holds of record or (2) beneficially owns with the right to vote (in the case of clause (1) and (2), free and clear of any Encumbrances other than Permitted Encumbrances or as set forth in the Company Disclosure Letter) the number of outstanding shares of Capital Stock set forth on Exhibit A hereof; and (b) Stockholder does not directly or indirectly own any shares of capital stock or other securities of the Company or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company, other than the Shares and Company Options set forth in the Company Disclosure Letter (if any). Except to the extent the Shares are jointly owned or Stockholder is married and the Shares constitute community property, Stockholder has sole voting power with respect to the Shares.

(iv) The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement and will be accurate in all material respects at all times through the Expiration Date (except for representations and warranties that speak as of a specific time).

(v) Stockholder understands and acknowledges that Acquiror and Merger Sub are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement.

3

Section 6. Further Assurances. Stockholder hereby covenants and agrees to execute and deliver any additional documents, and take such further actions, necessary or desirable, in the reasonable opinion of Acquiror, to carry out the purpose and intent of this Agreement.

Section 7. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the Expiration Date; provided , however , that the termination of this Agreement shall not relieve Stockholder from any liability for any previous breach of this Agreement.

Section 8. Confidentiality. Stockholder agrees (a) to hold any information regarding this Agreement and the Merger in strict confidence (other than information that becomes publicly known through no wrongful act of Stockholder as a result of being (i) readily ascertainable from public or published information, or trade sources or (ii) received from a third party not under an obligation to keep such information confidential), and (b) except as required by applicable Legal Requirements, not to divulge any such information to any third person, until such time as the Merger has been publicly disclosed by Acquiror.

Section 9. Miscellaneous.

(a) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(b) Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind Stockholder as a stockholder of Company only with respect to the specific matters set forth herein.

(c) Amendment and Modification. This Agreement may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by the parties hereto.

(d) Specific Performance; Injunctive Relief. The parties hereto acknowledge that Acquiror will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Acquiror upon any such violation, Acquiror shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Acquiror at law or in equity, and Stockholder hereby waives any requirement for the security or posting of any bond in connection with such enforcement.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with confirmation of receipt) to the parties.

4

(f) Governing Law and Waiver of Jury Trial . All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement or the Proxy, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Michigan or any other jurisdiction) that would cause the application of the Legal Requirements of any jurisdiction other than the State of Michigan.

(g) Entire Agreement. This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

(h) Counterpart. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

(i) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[Signature Page Follows]

5

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the day and year first above written.

[STOCKHOLDER AGREEMENT SIGNATURE PAGE]

Exhibit A

NUMBER OF SHARES BENEFICIALLY OWNED

Exhibit B

IRREVOCABLE PROXY

TO VOTE STOCK OF

COMPANY

The undersigned Stockholder of Pioneer Surgical Technology, Inc., a Michigan corporation (the “ Company ”), hereby irrevocably (to the full extent permitted by §450.1421 of Michigan Law) appoints the members of the Board of Directors of RTI Biologics, Inc., a Delaware corporation (“ Acquiror ”), and each of them, or any other designee of Acquiror, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Company issued or issuable in respect thereof on or after the date hereof (collectively, the “ Shares ”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned Stockholder of Company as of the date of this Proxy are listed on the final page of this Proxy.

Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to the subject matter of this Proxy are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the subject matter of this Proxy until after the Expiration Date (as defined below).

This Proxy is irrevocable (to the full extent permitted by §450.1421 of the Michigan General Corporation Law) and is granted in consideration of Acquiror entering into that certain Agreement and Plan of Merger among Acquiror, Rockets MI Corporation, a Michigan corporation and a wholly-owned subsidiary of Acquiror (“ Merger Sub ”), the Company and certain other parties (the “ Merger Agreement ”). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “ Merger ”). As used herein, the term “ Expiration Date ” shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (ii) the date of termination of the Merger Agreement in accordance with its terms.

The attorneys and proxies named above, and each of them are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to §450.1421 of Michigan Law), at every annual, special or adjourned meeting of the Stockholders of the Company and in every written consent in lieu of such meeting as follows:

No authority is granted to vote the Shares on any matter other than the foregoing or with respect to any amendment, revision or modification of the Merger Agreement.

The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above. The undersigned Stockholder may vote the Shares on all other matters.

All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

This Proxy is coupled with an interest and is irrevocable.

             shares of [Common Stock/Preferred Stock]

EXHIBIT B

Form of Certificate of Merger

BCS/CD- 550m (Rev. 02/13)

CERTIFICATE OF MERGER

Cross Entity Merger for use by Profit Corporations, Limited Liability Companies,

and Limited Partnerships

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger: