AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 7, 2011 BY AND AMONG GENERAL DYNAMICS CORPORATION, FALCON ACQUISITION CORP. AND FORCE PROTECTION, INC.

(f)                                    write up, write down or write off the book value of any of its material assets, other than in the ordinary course consistent with past practice or as may be required by GAAP;

(g)                                 except as required by GAAP or applicable Law, change any of the Company’s accounting principles or policies;

(h)                                 except as required by Law, make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, extend or waive any applicable statute of limitations with respect to Taxes, file any amended Tax Returns, enter into any closing agreement in respect of any Tax claim, audit or assessment, or surrender any right to claim a Tax refund, offset or other reduction in Tax liability, settle any claim or assessment of Taxes, enter into any agreement or waiver extending the period for assessment or collection of any Taxes of the Company or any of its Subsidiaries, or fail to pay or withhold, or otherwise properly reserve for, any material Taxes of the Company or any of its Subsidiaries;

(i)                                     (i) grant any severance, retention or termination pay to, or amend any existing severance, retention or termination arrangement with, any current, future or former director, officer or employee, (ii) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or agreements or employment agreements, (iii) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any director, officer, consultant or employee, (iv) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present, future or former director, officer or employee or any beneficiaries thereof, (v) increase the compensation, bonus or other benefits payable to any director, officer or employee, except (A) with respect to any officer or employee of the Company or any of its Subsidiaries whose total annual compensation does not exceed $125,000, for increases in compensation and benefits in the ordinary course of business consistent with past practice, (B) as required by the terms of existing Company Plans or (C) for routine amendments to health and welfare plans that do not materially increase benefits or (vi) issue, grant or accelerate the vesting of any Company Stock-Based Securities or any other securities or rights issuable under the Company Stock Plan;

(j)                                     implement or announce any plant closing, material reduction in labor force or other layoffs of employees that would reasonably be expected to incur liability under the WARN Act (or any similar state, local or foreign Law) with respect to the Company or any of its Subsidiaries;

(k)                                  release, waive, compromise, settle or enter into any settlement agreement with respect to any pending or threatened Action, including any Action relating to this Agreement or the Transactions but excluding, for this purpose, claims from the definition of Action, except that, notwithstanding the foregoing, the Company may settle or enter into any settlement agreement with respect to any outstanding Action where (A) the amount of such settlement is less than $250,000, (B) the settlement does not require the taking of or refraining

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from any actions other than the payment of cash in an aggregate amount less than that set forth in the preceding clause (A) or de minimis and other ancillary actions and (C) the settlement does not include any admission of wrongdoing or liability by the Company or any of its Subsidiaries;

(l)                                     cancel or compromise any debt or claim in an aggregate amount in excess of $250,000, except in the ordinary course consistent with past practice;

(m)                               (i) enter into any Contract (excluding Government Contracts) of a character that would constitute a Material Contract if such Contract had been entered into prior to the date of this Agreement, other than entering into any Contract in the ordinary course consistent with past practice, (ii) terminate, renew or amend in any material respect any Material Contract, except terminations, renewals or amendments, in the ordinary course consistent with past practice, or (iii) waive, release or assign any material rights, claims or benefits under any Material Contract, in each case, other than in the ordinary course consistent with past practice (it being understood that if any such entry into, or termination, renewal or amendment of, or waiver, release or assignment of any rights, claims or benefits under, any such Contract is permitted pursuant to this Section 7.2(m) as a result of the ordinary course consistent with past practice exception set forth above, but such action would otherwise be prohibited by any other provision of this Section 7.2, then this Section 7.2(m) shall not be interpreted to permit such action without the prior written consent of Parent);

(n)                                 enter into any Contract containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any product or service (including any “most favored nation” clauses), or which, following the Acceptance Time or the Effective Time, could so limit Parent or any of its Affiliates (including the Surviving Corporation), including any contract clause, mitigation plan or other limitation with respect to an OCI;

(o)                                 enter into any Government Contract or submit any bid for a Government Contract that (i) would knowingly be expected to result in a financial loss, (ii) involves unusual risk in performance or compliance with schedule requirements or contains non-customary terms and conditions or (iii) would, under the federal rules covering OCI, limit Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates from engaging in any line of business, competing with any Person or selling any product or service following the Acceptance Time or the Effective Time;

(p)                                 enter into any Contract that contains a change in control or similar provision that would require a payment to the other party or parties thereto in connection with the Transactions;

(q)                                 engage in any “reportable transaction,” including any “listed transaction,” within the meaning of Code Section 6011 or any other applicable federal law including any Internal Revenue Service ruling, procedure, notice or other pronouncement;

(r)                                    enter into, amend, modify, terminate or engage in any Contract or transaction with any executive officer or director of the Company, or any Person owning five

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percent (5%) or more of the Company Shares, or any relative of any such Person directly or indirectly controlled by such Person;

(s)                                  amend or modify the letter of engagement of either Company Financial Advisor in a manner that materially increases the fee or commission payable by the Company; or

(t)                                    enter into or authorize an agreement with respect to any of the foregoing actions, or authorize or commit to take any action to effect any of the foregoing actions.

7.3                                 Employee Matters.

(a)                                  Parent shall, or shall cause the Surviving Corporation to, provide to each individual who is an active employee of the Company or any of its Affiliates immediately prior to the Closing (including each person who is on vacation, temporary layoff, leave of absence, sick leave or short- or long-term disability (each, a “Continuing Employee”)) for a period beginning on the Closing Date and ending on the earlier of (i) December 31, 2012 or (ii) the one (1) year anniversary of the Closing Date: (A) base salary not less than the base salary provided to such Continuing Employee as in effect immediately preceding the Closing Date and (B) employee benefits (but not including any equity-based grants, nonqualified deferred compensation benefits or severance benefits) that are, in the aggregate, substantially equivalent to the employee benefits provided to such Continuing Employee as in effect immediately preceding the Closing Date; provided, however, that the immediately preceding subsections (A) and (B) shall not apply to any Continuing Employee who  is a party to an employment agreement or other similar agreement between such Continuing Employee and the Company or an Affiliate of the Company; provided further, however, that no Continuing Employee shall be eligible to participate in any defined benefit pension plan sponsored by Parent or any of its Subsidiaries or Affiliates. No provision of this Agreement shall be construed as a promise to employ any Continuing Employee for any period of time or as a limitation on the right of Parent or any of its Subsidiaries or Affiliates to terminate the employment of any Continuing Employee.

(b)                                 Parent shall, or shall cause the Surviving Corporation to, take all necessary action so that each Continuing Employee shall be given credit for all service with the Company and its Affiliates to the same extent as if such services had been rendered to Parent or any of its Affiliates under each benefit plan, program or arrangement established, maintained or contributed to by Parent or the Surviving Corporation after the Closing Date for purposes of eligibility to participate, vesting and the amount or level of benefits, but in no event shall such recognition be taken into account (i) in determining the accrual of benefits under any defined benefit pension plan or for any other purpose under any defined benefit pension plan or (ii) to the extent it creates any duplication of benefits or benefit accruals.

(c)                                  Parent shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each Continuing Employee under any welfare or fringe benefit plan in which such Continuing Employee may be eligible to participate after the Closing Date and (ii) provide each Continuing Employee with credit under any general leave, welfare plan or fringe benefit plan in which such Continuing Employee becomes eligible to participate after the Closing Date for any co-payments and deductibles paid by such

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Continuing Employee for the then-current plan year under the corresponding welfare or fringe benefit plan maintained by the Company or any of its Affiliates immediately prior to the Closing Date.

(d)                                 Parent shall, or shall cause the Surviving Corporation to, provide to each Continuing Employee for a period beginning on the Closing Date and ending on the six (6) month anniversary of the Closing Date, a severance benefit package that is equivalent to the severance benefit package that would be provided under the applicable Company Plan immediately prior to the date of this Agreement, unless such Continuing Employee is terminated for “cause” (as defined in the applicable Company Plan); provided that the obligation to provide severance benefits shall not apply to any Continuing Employee who is not covered or eligible for severance benefits under the applicable Company Plan in effect immediately prior to the date of this Agreement; provided further, that this Section 7.3(d) shall not apply to any Continuing Employee who is a party to an employment agreement or other similar agreement between such Continuing Employee and the Company or Affiliate of the Company that otherwise provides for severance or other similar benefits.

(e)                                  Each of Parent, Merger Sub and the Company acknowledges and agrees that at the Applicable Time, for any Company Plan with a change in control provision, a “change in control” will occur under all such Company Plans.

(f)                                    In the event that payments in respect of the Company’s 2011 Short-Term Incentive Program have not been paid prior to the Closing Date, Parent shall, or shall cause the Surviving Corporation to, pay a lump-sum cash payment at the “target” level to each participant in such program at the normally scheduled time of such payments, provided such participant has not voluntarily terminated (as determined in good faith) his/her employment or consulting arrangement prior to such payment date. Notwithstanding the foregoing, nothing contained herein shall be treated as an amendment of any Company Plan.

(g)                                 No provision of this Agreement (i) will create or be deemed to create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company, its Subsidiaries or any other Person other than the parties to this Agreement and their respective successors and permitted assigns, (ii) constitute or create or be deemed to constitute or create an employment agreement, (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Parent, the Company or any of their respective Subsidiaries, or (iv) limit the discretion or authority of the Parent or the Surviving Corporation to interpret the respective employee benefit and compensation plans, agreements, arrangements and programs, in accordance with their terms and applicable law.

(h)                                 Nothing contained in this Agreement, express or implied, shall prohibit Parent from, subject to applicable Law, adding, deleting or changing providers of benefits, changing, increasing or decreasing co-payments, deductibles or other requirements for coverage or benefits (e.g., utilization review or pre-certification requirements), and/or making other changes in the administration or in the design, coverage and benefits provided to employees of the Company or any of its Subsidiaries.  No provision of this Agreement shall be construed as a

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limitation on the right of the Parent to suspend, amend, modify or terminate any employee benefit plan.

7.4                                 Control of Operations.  Nothing contained in this Agreement will give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the Applicable Time.

7.5                                 No Solicitation by Company.

(a)                                  Subject to Sections 7.5(c) and 7.5(d), during the term of this Agreement the Company agrees that it and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to cause its Representatives and its Subsidiaries’ Representatives not to, directly or indirectly (i) solicit, initiate, or knowingly facilitate or encourage the making by any Person (other than Parent and its Subsidiaries) of any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate or enter into any discussions or negotiations with any Person concerning an Acquisition Proposal, including by furnishing any non-public information to any Person in connection with an Acquisition Proposal or (iii) enter into any agreement, understanding or arrangement with respect to any Acquisition Proposal, or enter into any agreement, understanding or arrangement that would require the Company to abandon, terminate or fail to consummate the Transactions.  The Company shall, and shall cause its Subsidiaries and its and their Representatives to, immediately cease and cause to be terminated, any communications, discussions or negotiations with any party or parties with respect to any Acquisition Proposal being discussed prior to the date hereof; provided, however, that nothing in this Section 7.5 shall preclude the Company or any of its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the next sentence of this Section 7.5(a).  The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company and its Subsidiaries.

(b)                                 The Company agrees that it will notify Parent promptly (and in any event within two (2) Business Days after the Company’s receipt) of any proposal or inquiry received after the date hereof by the Company or any of its Subsidiaries (including through any of the Representatives of the Company) that constitutes an Acquisition Proposal, including a copy of (or if oral, a written statement setting forth in reasonable detail the Company’s understanding of the material terms of) any such proposal or inquiry (including the identity of the Person from which it was received). The Company shall (i) keep Parent informed on a prompt basis as to the status of and any material developments regarding any such proposal or inquiry (including any negotiations or discussions with respect thereto), as well as any material modification or amendment thereto, (ii) promptly following receipt or delivery thereof, provide Parent with copies of all drafts and versions of agreements (including schedules and exhibits) relating thereto exchanged between the Company, the Subsidiaries of the Company or any of the Representatives of the Company and any such third party or their respective Representatives and (iii) promptly make available to Parent any non-public information concerning the Company or any of its Subsidiaries furnished to any Person in connection therewith that has not previously been made available to Parent in a substantially similar form, subject to applicable Law.  Neither the

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Company nor any of its Subsidiaries shall, after the date of this Agreement, enter into any confidentiality agreement with a Person making, or indicating an interest in making, an Acquisition Proposal that would prohibit them from providing any of the foregoing information to Parent.

(c)                                  Notwithstanding Section 7.5(a) and Section 7.5(b) or any other provision of this Agreement to the contrary, at any time prior to the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approval, following the receipt after the date hereof by the Company or any of its Subsidiaries of a bona fide written Acquisition Proposal, which proposal was not solicited and did not otherwise result from a breach of this Section 7.5, the Company Board may (directly or through the Company’s Representatives) furnish information to (for which only compliance with clauses (i) and (iii) below shall be required), or enter into negotiations with, any Person that has made such unsolicited Acquisition Proposal if, and only to the extent that: (i) such Acquisition Proposal constitutes a Superior Proposal or the Company Board determines in good faith after consultation with its outside legal and financial advisors that such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, (ii) after consultation with its outside legal counsel, the Company Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (iii) prior to furnishing such information, the Company receives from such Person an executed confidentiality agreement on terms similar to and no less favorable to the Company in the aggregate than those contained in the Confidentiality Agreement (provided, such confidentiality agreement shall not prohibit the Company from complying with its obligations under this Agreement, including Section 7.5(b)).

(d)                                 Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) under the Exchange Act or making any “stop-look-and-listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to stockholders required to be made by applicable Law in connection with the making or amendment of a tender offer or exchange offer) or (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside legal counsel, failure to make such disclosure would be inconsistent with applicable Law; provided, however, that compliance with such rules and Laws will not in any way modify the effect that any such action has if such disclosure constitutes a Change of Recommendation.

(e)                                  Except as otherwise permitted by this Section 7.5(e) and Section 7.5(f), from the date of this Agreement until the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approval, or the earlier termination of this Agreement in accordance with its terms, neither the Company Board nor any committee thereof shall (i) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal, (ii) withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Merger Sub, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation or any approval or recommendation by any such committee regarding this Agreement, the Offer, the Merger or the other Transactions, (iii) fail to include the Company Board Recommendation in the Schedule 14D-9 or the Proxy Statement (any such action or failure described in clauses (i) through (iii)

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above being referred to herein as a “Change of Recommendation”) or (iv) cause, permit or authorize the Company to enter into any letter of intent, agreement in principle, acquisition agreement, merger agreement or similar agreement in respect of an Acquisition Proposal (other than a confidentiality agreement in accordance with Section 7.5(c)(iii)). Notwithstanding the foregoing, at any time prior to the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approval, the Company Board may, in response to a development or change in circumstances occurring or arising after the date of this Agreement that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if the Company Board has concluded in good faith, after consultation with, and taking into account the advice of, its outside legal counsel, that, in light of such Intervening Event, the failure of the Company Board to effect such a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law (such Change of Recommendation in response to an Intervening Event, an “Intervening Event Change of Recommendation”); provided, however, that the Company shall not be entitled to exercise its right to make an Intervening Event Change of Recommendation pursuant to this sentence unless the Company has (A) given Parent at least three (3) Business Days’ prior notice advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail and (B) taken into account, in determining whether to make an Intervening Event Change of Recommendation, any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice during such three (3) Business Day period.

(f)            Notwithstanding anything in this Section 7.5 to the contrary, at any time prior to the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approval, the Company Board (or any duly constituted committee of the Company Board) may, in response to a Superior Proposal, (i) effect a Change of Recommendation with respect to such Superior Proposal (a “Superior Proposal Change of Recommendation”) or (ii) cause the Company to terminate this Agreement pursuant to Section 9.1(f) and concurrently with such termination enter into a definitive agreement providing for the transactions contemplated by such Superior Proposal; provided, however, that the Company shall not effect a Superior Proposal Change of Recommendation or terminate this Agreement pursuant to Section 9.1(f), and any purported Superior Proposal Change of Recommendation or termination pursuant to Section 9.1(f) shall be void and of no force or effect, unless (A) the Company shall have complied in all material respects with the provisions of this Section 7.5, including the notification provisions in this Section 7.5(f), and, with respect to a termination pursuant to Section 9.1(f), with all applicable requirements of Sections 9.1(f) and 9.3(a)(v) (including the payment of the Termination Fee prior to such termination) in connection with such Superior Proposal and (B) after consultation with, and taking into account the advice of, its outside legal counsel, the Company Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; and provided further, however, that the Company Board (or any duly constituted committee of the Company Board) or the Company shall not exercise its right to effect a Superior Proposal Change of Recommendation or terminate this Agreement pursuant to Section 9.1(f): (1) until after the third (3rd) Business Day following actual receipt by Parent of notice from the Company advising Parent that the Company has received a Superior Proposal (the “Notice Period”), specifying the material terms and conditions of the Superior Proposal and attaching the most current versions of the definitive agreement, all

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exhibits and other attachments thereto and all agreements (such as stockholder agreements) ancillary thereto to effect such Superior Proposal, and identifying the Person making such Superior Proposal (a “Notice of Superior Proposal”) and stating that the Company Board intends to effect any Superior Proposal Change of Recommendation or to cause the Company to exercise its right to terminate this Agreement pursuant to Section 9.1(f) (it being understood and agreed that, prior to any Superior Proposal Change of Recommendation or any termination pursuant to Section 9.1(f) taking effect, any amendment to the price or any other material term of a Superior Proposal (such amended Superior Proposal, a “Modified Superior Proposal”) shall require a new Notice of Superior Proposal and a new Notice Period (equal to the greater of one (1) Business Day and the remaining time under the previous Notice Period) with respect to such Modified Superior Proposal), during which Notice Period the Company will and will cause its Representatives to negotiate in good faith with Parent so that Parent may propose an adjustment to this Agreement or any terms hereof for the purpose of causing the Acquisition Proposal to no longer be a Superior Proposal, and (2) unless following the end of the current Notice Period, the Company Board (or any duly constituted committee thereof) concludes in good faith, after consultation with the Company’s outside legal counsel and after taking into consideration any changes to this Agreement and the Transactions proposed by Parent in response to the Notice of Superior Proposal, that the Superior Proposal to which the Notice of Superior Proposal relates continues to be a Superior Proposal. For the avoidance of doubt, there may be multiple Notice Period extensions in the event of multiple Modified Superior Proposals.

7.6           Reasonable Best Efforts; Certain Notices.

(a)           Except as expressly set forth in Section 7.5 or as otherwise provided hereby, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable.

(b)           Without limiting Section 7.8, the parties will use their respective reasonable best efforts (i) to promptly prepare and file all necessary documentation, applications, notices, petitions and filings and to obtain as promptly as practicable all permits, consents, approvals, orders, waivers and authorizations of all third parties and Governmental Entities, in each case, that are necessary to consummate and make effective the Transactions and (ii) to comply with the terms and conditions of all such applications, notices, petitions, filings, permits, consents, approvals, orders, waivers and authorizations of all such third parties and Governmental Entities.  The parties will cooperate with each other with respect to obtaining all permits, consents, approvals, orders, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate and make effective the Transactions, and each party will keep the other apprised of the status of matters relating to completion of the Transactions subject to applicable Law.  Subject to applicable Law, the Company and Parent will each use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the Transactions.  In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable.

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(c)           Each of Parent and the Company will promptly advise the other upon receiving any communication from any Governmental Entity and any material communication given or received in connection with any proceeding by a private party, and will promptly provide copies of any such communication to the other party, in each case in connection with the Transactions.

(d)           Each of Parent and the Company will use its respective reasonable best efforts to obtain, as soon as possible, confirmation from the applicable Governmental Entities that such Governmental Entities will not recommend that the Company’s security clearances be revoked, suspended or downgraded as a result of the consummation of the Transactions.  The Company shall, and shall use reasonable best efforts to cause its employees to, make all filings or notifications or such other actions as are necessary or appropriate in order to prevent the security clearances of the Company and their respective employees from being revoked, suspended or downgraded.

(e)           The Company shall notify the Defense Security Service of the change in its ownership in accordance with Section 1-302(g)(1) of the National Industrial Security Program Operation Manual promptly after the date of this Agreement and, in any case, prior to the Closing.

7.7           Recommendation of the Company Board; Company Stockholder Approval; Preparation of Proxy Statement.

(a)           Within seven (7) Business Days after the date on which the Schedule 14D-9 is filed with the SEC (but subject to Parent’s timely performance of its obligations under Section 7.7(b)), the Company shall prepare and shall use its reasonable best efforts to cause to be filed with the SEC in preliminary form the Proxy Statement.  Subject to Sections 7.5(e) and (f), the Proxy Statement shall (i) include a description of the Company Board Recommendation to its stockholders that the Company Stockholder Approval be given with respect to the Merger and (ii) comply in all respects with any applicable provisions of NRS 92A.300 to 92A.500, inclusive, and include a copy of such statutes, as then amended to date.  The Company will cause the information included in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Proxy Statement.  Notwithstanding the foregoing, if the Company Stockholder Approval is required by Law to consummate the Merger, Merger Sub may (at its election), to the extent permissible under Law and the Articles of Incorporation and the Bylaws, act by written consent in lieu of the Company Stockholders Meeting to approve and adopt this Agreement and the Merger, in which case the Company shall, in accordance with and subject to the requirements of applicable Law, as promptly as practicable after such action by written consent, file the Proxy Statement with the SEC and cause the Proxy Statement to be printed and mailed to the stockholders of the Company so as to enable the action by written consent to become effective as promptly as practicable under applicable Law.  If there shall occur any event that, in the judgment of the Company Board

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after consultation with its legal counsel, should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement.  Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto and shall furnish the Company with all information required to be included therein with respect to Parent or Merger Sub.  Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent.  The Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.

(b)           Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in writing in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto.  Parent will cause the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be set forth in the Proxy Statement promptly following written request therefor from the Company.

(c)           If the Company Stockholder Approval is required by Law to consummate the Merger, then the Company shall have the right, at any time after the Offer Termination Date or the Offer Closing, to (and Parent and Merger Sub shall have the right, at any time after the Offer Termination Date or the Offer Closing, to request in writing that the Company, and upon receipt of such written request, the Company shall, as promptly as practicable and in any event within ten (10) Business Days) (x) establish a record date for and give notice of a meeting of its stockholders for the purpose of voting upon the approval of this Agreement (the “Company Stockholder Meeting”) and (y) mail to the Company’s stockholders as of the record date established for the Company Stockholder Meeting the Proxy Statement (the date the Company elects to take such action or is required to take such action, the ‘‘Proxy Date”).  The Company shall duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Date.  If the Offer Closing shall have occurred, the record date for determining eligibility to vote at the Company Stockholder Meeting shall be after the date on which Merger Sub shall have purchased and paid for, and been recognized by the Company as the record owner of, the Company Shares duly tendered in, and not withdrawn prior to the expiration of, the Offer and any Subsequent Offering Period that has been provided for.  If the Company Stockholder Approval is required by the NRS to consummate the Merger, and unless the Company Board shall have withdrawn, modified or qualified its recommendation thereof or

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otherwise effected a Change of Recommendation, in accordance with Sections 7.5(e) or (f), the Company shall (i) advise in favor of this Agreement and the Merger and recommend to its stockholders that the Company Stockholder Approval be given, (ii) include such recommendation in the Proxy Statement and (iii) use reasonable best efforts to solicit proxies in favor of the approval of this Agreement and secure any approval of stockholders of the Company that is required by applicable Law to effect the Merger.

(d)           From the date hereof until the Effective Time, Parent agrees (i) not to, or permit any of its Subsidiaries to, directly or indirectly, transfer, sell, assign or otherwise dispose of any Company Shares or interest in Company Shares acquired pursuant to the Offer and (ii) to cause all voting Company Shares acquired pursuant to the Offer and all other Company Shares owned by Parent or any of its Subsidiaries to be voted in favor of the Merger.

(e)           If any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.

7.8           HSR Filings; Other Antitrust Filings.

(a)           Parent and the Company undertake and agree to file as soon as practicable after the date hereof, but in any event not later than November 28, 2011, (i) a Notification and Report Form under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) and (ii) all notifications and other filings required under any other applicable Regulatory Law.

(b)           Each of Parent and the Company shall use its reasonable best efforts to obtain all requisite approvals and authorizations for the Transactions under the HSR Act or any other applicable Regulatory Law, and in furtherance of such obligation shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any request by the FTC, DOJ or other Governmental Entity, as applicable, for additional information and documents or any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences (provided, however, that the parties may comply

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with this clause (iii) by designating that certain sensitive information shall only be shared with the respective parties’ outside legal counsel), (iv) promptly take reasonable actions to respond to inquiries from the FTC, DOJ or any other Governmental Entity regarding the legality under any antitrust Law of the Transactions and (v) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.8 to cause the expiration or early termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable; provided, however, that all obligations in this Section 7.8(b) shall be subject to applicable Laws relating to exchange of information and attorney-client communication and privileges.

(c)           Notwithstanding anything to the contrary contained in this Agreement (including Section 7.6 hereof and this Section 7.8), neither Parent, Merger Sub nor any of their Affiliates is required to (i) enter into any agreement, consent decree or other commitment requiring Parent, Merger Sub or any of their Subsidiaries or Affiliates (including the Surviving Corporation) to divest or hold separate any assets of Parent, Merger Sub or any of their Subsidiaries or Affiliates (including the Surviving Corporation) or (ii) take any other action that, individually or in the aggregate, would impose a material restriction on the conduct of the business of Parent, Merger Sub or any of their Subsidiaries or Affiliates or the business of the Company or any of its Subsidiaries or Affiliates.

7.9           Nasdaq Delisting. Prior to the Closing Date, the Company shall cooperate with Parent and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the Nasdaq to enable the delisting of the Surviving Corporation and of the Company Shares from the Nasdaq as promptly as practicable after the Effective Time and the deregistration of the Company Shares under the Exchange Act as promptly as practicable after such delisting. The Company will use reasonable best efforts to cause the Company Shares to remain listed for trading on the Nasdaq at all times prior to the Effective Time.

7.10         Access to Information.

(a)           Upon reasonable notice and subject to applicable Law relating to the exchange of information, the Company will, and will cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of Parent reasonable access, during normal business hours during the period prior to the Effective Time, to its officers and employees and all its properties, books, contracts, commitments and records (including Tax Returns, work papers of independent auditors and information concerning its personnel), which the parties agree may be afforded in whole or in part through electronic means.  During such period, the Company will, and will cause its Subsidiaries to, make available to Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Securities Laws (other than reports or documents that the Company or Subsidiary of the Company is not permitted to disclose under applicable Law).  Notwithstanding anything to the contrary in this Section 7.10, the Company shall not be obligated to devote any resources to create any requested information that does not exist at the time of such request.

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(b)           Notwithstanding the foregoing, neither the Company nor Parent nor any of their Subsidiaries will be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (provided, that the Company will nonetheless provide Parent and its Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses) or contravene any Law or binding Contract entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course consistent with past practice (provided, that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure and provided, further, that the Company shall not be required to pay any amount or waive any rights to obtain such consent).  The parties will use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the preceding sentence apply.  Whenever any event occurs that is required to be set forth in an amendment or supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the SEC and/or mailing to the stockholders of the Company of such amendment or supplement, in each case as promptly as practicable.

(c)           All information provided to Parent and its representatives pursuant to this Section 7.10 shall be subject to the Confidentiality Agreement.  The Confidentiality Agreement shall remain in full force and effect until Closing and, if this Agreement is terminated pursuant to Article 9, such Confidentiality Agreement shall continue in accordance with its terms.

(d)           No investigation by Parent or any of its Representatives and no other receipt of information by Parent or any of its Representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement.

7.11         Public Statements.  The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree that, from the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued or made by any party without the prior consent of the other party or parties (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as such release or announcement may be required by Law or the rules or regulations of the Nasdaq, the New York Stock Exchange or any applicable United States securities exchange, in which case the party required to make the release or announcement shall allow the other party or parties reasonable time (to the extent practicable) to review and comment on such release or announcement in advance of such issuance, and (b) that each of Parent, Merger Sub and the Company and their respective Affiliates may make such an announcement to their respective employees, customers and suppliers, after consultation with the other parties.

7.12         Directors and Officers Indemnification and Insurance.

(a)           Without limiting any additional rights that any director or officer may have under any employment or indemnification agreement, for a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation (each, an “Indemnitor”) shall

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indemnify and hold harmless, to the fullest extent permitted under applicable Law (and shall also advance expenses to the fullest extent permitted under applicable Law), each present and former director, officer and employee of the Company or and its Subsidiaries (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or before the Effective Time, including the Transactions; provided, that, prior to any such advancement, an Indemnified Party shall deliver to such Indemnitor a written undertaking, executed personally or on such Indemnified Party’s behalf, to repay such advances if it is ultimately determined by an applicable Governmental Entity that he or she did not meet the prescribed standards of conduct for indemnification under applicable Law (which undertaking shall be an unlimited general obligation of such Indemnified Party but need not be secured and may be accepted without reference to financial ability to make repayment).

(b)           Prior to the Applicable Time, the Company shall, and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, purchase prepaid, non-cancellable “tail” or “run-off” coverage on the existing policies of directors’ and officers’ liability and fiduciary liability insurance (true, correct and complete copies of which have been delivered to Parent or evidence of insurance if policies have not been issued yet for the current policy period) maintained by the Company as of the date of this Agreement (“D&O and Fiduciary Insurance”).  Such tail or run-off coverage shall be for a claims reporting or discovery period of six (6) years from the Effective Time and otherwise on terms and conditions that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided, however, if the Company is unable to purchase such D&O and Fiduciary Insurance prior to the Effective Time and such D&O and Fiduciary Insurance is not available at a cost per annum less than two hundred fifty percent (250%) of the last annual premium paid prior to the date hereof under the Company’s D&O and Fiduciary Insurance policies (the “Insurance Cap”), then Parent 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.  If the Company is unable to purchase such D&O and Fiduciary Insurance prior to the Effective Time, the Company shall cooperate with Parent as necessary to enable Parent to obtain the aforementioned D&O and Fiduciary Insurance, including authorizing Parent, through its insurance representative, to solicit D&O and Fiduciary Insurance coverage proposals directly with the Company’s current insurance companies.