ASSET PURCHASE AGREEMENT BETWEEN BIOSIGN

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					ASSET PURCHASE AGREEMENT




        BETWEEN:


BIOSIGN TECHNOLOGIES INC.


          – and –


  HEALTHANYWHERE INC.
                                                   TABLE OF CONTENTS

ARTICLE I INTERPRETATION .....................................................................................................1 
     1.1    Definitions..................................................................................................................1 
     1.2    Certain Rules of Interpretation...................................................................................9 
     1.3    Knowledge .................................................................................................................10 
     1.4    Entire Agreement .......................................................................................................10 
     1.5    Applicable Law ..........................................................................................................10 
     1.6    Accounting Principles ................................................................................................10 
     1.7    Exhibits ......................................................................................................................10 

ARTICLE II PURCHASE AND SALE ............................................................................................10 
     2.1    Purchase and Sale of the Purchased Assets ...............................................................10 
     2.2    Excluded Assets .........................................................................................................12 
     2.3    Assumption of Liabilities...........................................................................................12 
     2.4    Excluded Liabilities ...................................................................................................12 
     2.5    Closing .......................................................................................................................13 
     2.6    Non-Assignable Rights ..............................................................................................13 

ARTICLE III PURCHASE PRICE ...................................................................................................14 
     3.1    Purchase Price ............................................................................................................14 
     3.2    Satisfaction of the Purchase Price ..............................................................................14 
     3.3    Delivery of Preliminary Closing Date Financial Statement ......................................14 
     3.4    Delivery of Final Closing Date Financial Statement .................................................14 
     3.5    Net Working Capital Adjustment ..............................................................................14 
     3.6    Allocation of Purchase Price ......................................................................................15 
     3.7    Section 167 Election ..................................................................................................15 
     3.8    Rollover Election .......................................................................................................15 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE VENDOR ..........................15 
     4.1   Corporate Organization, Standing and Qualifications ...............................................15 
     4.2   Authorization .............................................................................................................16 
     4.3   Subsidiaries ................................................................................................................16 
     4.4   Consents and Approvals; No Violations ....................................................................16 
     4.5   Books and Records ....................................................................................................17 
     4.6   Financial Statements; Certain Financial Information ................................................17 
     4.7   Accounts Payable and Accounts Receivable .............................................................18 
     4.8   Suppliers and Customers............................................................................................18 
     4.9   Interests in Suppliers, Customers, Etc.; Affiliate Transactions .................................18 
     4.10  Inventory ....................................................................................................................19 
     4.11  Absence of Certain Changes or Events ......................................................................19 
     4.12  Leased Premises .........................................................................................................20 
     4.13  Environmental Matters...............................................................................................21 
     4.14  Title to Purchased Assets ...........................................................................................21 
     4.15  Contracts ....................................................................................................................21 
     4.16  Intellectual Property ...................................................................................................22 
     4.17  Software .....................................................................................................................25 
                                                                      (ii)

          4.18       Hardware ....................................................................................................................26 
          4.19       Equipment ..................................................................................................................27 
          4.20       Sufficiency and Location of Assets ...........................................................................27 
          4.21       Taxes ..........................................................................................................................27 
          4.22       Non-Resident .............................................................................................................27 
          4.23       Employment Matters ..................................................................................................27 
          4.24       Compliance with Laws; Governmental Authorizations .............................................28 
          4.25       Litigation ....................................................................................................................29 
          4.26       Brokers .......................................................................................................................29 
          4.27       Truth and Accuracy of Schedules to the Disclosure Letter .......................................29 
          4.28       Disclosure ..................................................................................................................29 

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ....................30 
     5.1   Corporate Organization, Standing and Qualifications ...............................................30 
     5.2   Authorization .............................................................................................................30 
     5.3   Consents and Approvals; No Violations ....................................................................30 
     5.4   Consideration Shares .................................................................................................31 
     5.5   GST ............................................................................................................................31 
     5.6   Personal Information ..................................................................................................31 
     5.7   Brokers .......................................................................................................................31 

ARTICLE VI COVENANTS OF THE VENDOR AND THE PURCHASER .................................31 
     6.1   Products and Payments Received by the Vendor ......................................................31 
     6.2   Financial Statement Preparation and Support ............................................................32 
     6.3   Litigation Support ......................................................................................................32 
     6.4   Tax Matters ................................................................................................................32 
     6.5   Change of Name ........................................................................................................33 
     6.6   Consent to Assignment of Leased Premises ..............................................................33 
     6.7   Bulk Sales Act............................................................................................................33 
     6.8   Transition Services.....................................................................................................33 
     6.9   Personal Information ..................................................................................................33 

ARTICLE VII EMPLOYMENT .......................................................................................................34 
     7.1    Offer to Employ .........................................................................................................34 
     7.2    Vendor’s Obligations .................................................................................................34 

ARTICLE VIII SURVIVAL AND INDEMNIFICATION ...............................................................34 
     8.1   Survival of Vendor’s Representations and Warranties ..............................................34 
     8.2   Survival of Purchaser’s Representations and Warranties ..........................................34 
     8.3   Survival of Covenants ................................................................................................35 
     8.4   Indemnification ..........................................................................................................35 
     8.5   Procedure for Indemnification ...................................................................................35 
     8.6   Third Party Claims .....................................................................................................36 
     8.7   Additional Rules and Procedures ...............................................................................38 
     8.8   Rights Cumulative .....................................................................................................38 
     8.9   Arbitration ..................................................................................................................38 

ARTICLE IX CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER .....................39 
                                                                   (iii)

          9.1        Performance of Covenants .........................................................................................39 
          9.2        Good Standing Certificates ........................................................................................39 
          9.3        Officer’s Certificate ...................................................................................................39 
          9.4        Authorizations, Consents and Approvals ...................................................................39 
          9.5        Legal Impediments.....................................................................................................40 
          9.6        Encumbrances ............................................................................................................40 
          9.7        Section 22 Election ....................................................................................................40 
          9.8        Clawback Agreement .................................................................................................40 
          9.9        Non-Competition Agreements ...................................................................................40 
          9.10       The Subsidiary ...........................................................................................................40 
          9.11       Receipt of Closing Documents ..................................................................................41 

ARTICLE X CONDITIONS OF CLOSING IN FAVOUR OF THE VENDOR ..............................41 
     10.1  Performance of Covenants .........................................................................................41 
     10.2  Good Standing Certificate..........................................................................................41 
     10.3  Officer’s Certificate ...................................................................................................41 
     10.4  Legal Impediments.....................................................................................................42 
     10.5  Section 22 Election ....................................................................................................42 

ARTICLE XI GENERAL ..................................................................................................................42 
     11.1  Notices .......................................................................................................................42 
     11.2  Waiver ........................................................................................................................43 
     11.3  Severability ................................................................................................................43 
     11.4  Assignment and Enurement .......................................................................................44 
     11.5  Expenses ....................................................................................................................44 
     11.6  Further Assurances.....................................................................................................44 
     11.7  Jurisdiction .................................................................................................................44 
     11.8  Public Notices ............................................................................................................44 
     11.9  Third Party Beneficiaries ...........................................................................................44 
     11.10   Non-Merger............................................................................................................45 
     11.11   No Strict Construction ...........................................................................................45 
     11.12   Language ................................................................................................................45 
     11.13   Execution by Electronic Transmission ..................................................................45 
     11.14   Counterparts ...........................................................................................................45 
                                 ASSET PURCHASE AGREEMENT


                THIS AGREEMENT is made this 19th day of October, 2010

BETWEEN:

                                BIOSIGN TECHNOLOGIES INC., a corporation subsisting under the
                                laws of the Province of Ontario

                                (the “Purchaser”)

                                - and -

                                HEALTHANYWHERE INC., a corporation subsisting under the laws
                                of the Province of Ontario

                                (the “Vendor”)

RECITALS:

A.              The Vendor carries on the Purchased Business; and

B.              The Vendor has agreed to sell, convey, assign, transfer and deliver to the Purchaser and
                the Purchaser has agreed to purchase, acquire and accept from the Vendor, substantially
                all of the assets, property and undertaking of and relating to the Purchased Business, on
                the terms and subject to the conditions of this Agreement.

                  NOW THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants, conditions, agreements and promises contained in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the
Parties, the Parties hereby agree as follows:

                                              ARTICLE I
                                          INTERPRETATION

1.1             Definitions

Throughout this Agreement, the following words, terms and expressions shall have the following
meanings:

“Accounts Payable” means all trade accounts payable of the Vendor incurred or accrued in the ordinary
course of the Purchased Business.

“Accounts Receivable” means all accounts, notes, bills and other receivables, trade accounts and trade
receivables, insurance claims and other amounts owing to the Vendor and/or the Subsidiary relating to the
Purchased Business, together with any unpaid interest or fees accrued thereon which are outstanding on
the Closing Date and the full benefit of all security or collateral for such amounts, including recoverable
advances and deposits.

“Affiliate” means, with respect to any Person, any other Person who directly controls, is controlled by or
is under direct common control with such Person. A Person shall be deemed to control a Person if such
                                                    -2-

Person owns or controls greater than fifty percent (50%) of the issued and outstanding voting securities of
such Person.

“Agreed Claims” has the meaning given to it in Section 8.5(c).

“Agreement”, “this Agreement”, “the Agreement”, “hereof”, “herein”, “hereto”, “hereby”,
“hereunder” and similar expressions mean this Asset Purchase Agreement dated October 19, 2010
between the Parties, including all exhibits, and all instruments supplementing, amending, modifying,
restating or otherwise confirming this Agreement. All references to “Articles”, “Sections” and
“Exhibits” mean and refer to the specified article, section and exhibit of this Agreement.

“Ancillary Agreements” means, collectively, the Clawback Agreement and the Non-Competition
Agreements.

“arm’s length” has the meaning given to it in the Tax Act.

“Assumed Contracts” has the meaning given to it in Section 2.1.

“Assumed Liabilities” has the meaning given to it in Section 2.3.

“Books and Records” means all books and records of the Vendor (excluding the minute books) and the
Subsidiary (including the minute books) pertaining or relating to the Purchased Business, the Purchased
Assets and/or the Assumed Liabilities, including customer and supplier lists, employee documents,
inventory data, accounts receivable and payable data, financial statements and other data and information,
financial or otherwise, including all data, information and databases stored on computer-related or other
electronic media in respect of the foregoing.

“Business Day” means any day which is not a Saturday, a Sunday or a day observed as a statutory or
civic holiday under the laws of the Province of Ontario or the federal laws of Canada applicable in the
Province of Ontario, on which the principal commercial banks in the City of Toronto, Ontario are open
for business.

“Cash” means all of the cash and cash equivalents relating to the Purchased Business.

“Certificate” has the meaning given to it in Section 8.5(a).

“Claim” means any claim, demand, complaint, grievance, action, cause or right of action, damage, loss,
costs, liability, obligation or expense, assessments or reassessments, including reasonable professional
fees and all reasonable costs incurred in investigating or pursing any of the foregoing, or any proceeding,
arbitration, mediation or other dispute resolution procedure relating to any of the foregoing, or any orders,
writs, injunctions or decrees of any Governmental Authority.

“Claimed Amounts” means all rights, claims, credits, causes of action or rights of set-off against third
parties relating to the Purchased Business, including, to the extent transferable, claims pursuant to any
manufacturer’s warranties, representations and guarantees made by the suppliers, manufacturers and other
third parties in connection with products or services purchased by or furnished to the Vendor and/or the
Subsidiary in carrying on the Purchased Business.

“Clawback Agreement” means the clawback agreement between the Parties, in the form attached hereto
as Exhibit 9.8.
                                                   -3-

“Closing” means the completion of the sale to and purchase by the Purchaser of the Purchased Assets and
the completion of all other transactions contemplated by this Agreement that are to occur at the same time
as the sale and purchase of the Purchased Assets.

“Closing Date” means the date hereof.

“Closing Net Working Capital” means as at the Closing Date:

        (a)     the value of all Cash and short-term deposits of the Vendor; plus

        (b)     the gross value on the books of the Vendor of Accounts Receivable for which payment
                would ordinarily be expected to be received within one (1) year of the Closing Date, less
                a proper and reasonable allowance for doubtful accounts; plus

        (c)     the value of Inventory (including rental inventory); plus

        (d)     the value on the books of the Vendor of Prepaid Items; less

        (e)     the gross value on the books of the Vendor of Accounts Payable and accruals in respect
                thereof (which accruals shall include accrued vacation credits to the Closing Date for all
                Vendor Personnel).

“Closing Time” means 4:00 o’clock p.m. (Toronto time) on the Closing Date or such other time on such
date as the Parties may agree in writing as the time at which the Closing shall take place.

“Consideration Shares” means an aggregate of 3,500,000 common shares in the capital of the Purchaser.

“Contracts” of any Person means all material written contracts, Equipment Leases, Real Property Leases,
licences, sub-licences, agreements, commitments, entitlements, undertakings, understandings and
engagements to which such Person is a party or by which such Person is bound.

“Disclosure Letter” means the disclosure letter dated as of the date hereof and delivered by the Vendor
to the Purchaser.

“Documentation” means the functional design specifications and associated set of user manuals relating
to the Software.

“Encumbrance” means any encumbrance, lien, security interest, option, right of first refusal, adverse
claim, charge, hypothec, indenture, security agreement, or any other encumbrance and other restriction or
limitation on use of personal property.

“Environmental Laws” means all Laws of any Governmental Authority relating to or otherwise
imposing liability or standards of conduct with respect to environmental or health matters, including
legislation governing the labelling, use, transportation, manufacture, processing, generation, distribution,
treatment, storage, discharge, release, disposal, clean-up or handling of hazardous substances.

“Equipment” means all equipment, fixtures, accessories, supplies, spare parts, furniture, personal
computers, Hardware, office equipment, office supplies and other tangible property (including all tangible
personal property that is not included in Inventory) owned by the Vendor and/or the Subsidiary and used
in carrying on the Purchased Business.
                                                   -4-

“Equipment Leases” means all Equipment leases and licences, conditional sales contracts, title retention
agreements and other similar agreements relating to Equipment used by the Vendor and/or the Subsidiary
in carrying on the Purchased Business.

“Excluded Assets” has the meaning given to it in Section 2.2.

“Excluded Liabilities” has the meaning given to it in Section 2.4.

“Final Closing Date Financial Statement” means the consolidated statement of assets and liabilities of
the Purchased Business as at October 15, 2010, showing (to the extent permitted in accordance with
GAAP) all of the Purchased Assets and the Assumed Liabilities, prepared on a basis consistent with that
used in the Financial Statements (except for the accrual of vacation pay for employees), and shall also
include a statement of the Closing Net Working Capital.

“Financial Statements” means, collectively, (a) the management-prepared unaudited consolidated
balance sheet and consolidated income statement of the Vendor as at and for the year ended December 2,
2009, (b) the management-prepared unaudited consolidated balance sheets of the Vendor as of the end of
each month for the period from January 1, 2010 through September 30, 2010.

“GAAP” has the meaning set out in Section 1.6.

“Goodwill” means the goodwill of the Purchased Business, together with the exclusive right of the
Purchaser to represent itself as carrying on the Purchased Business in continuation of and in succession to
the Vendor and/or the Subsidiary and including all choses in action and other intangibles relating to the
Purchased Business and to all rights in respect of the name and/or trade-mark “Healthanywhere” and any
variations of such name and/or trade-mark.

“Governmental Authority” means any governmental, regulatory or administrative authority, department,
agency, commission, board, panel, tribunal, Crown corporation, Crown ministry or court or other law,
rule or regulation-making or enforcing entity having or purporting to have jurisdiction on behalf of any
nation, or province, territory or state or other subdivision thereof or any municipality, district or other
subdivision thereof.

“Governmental Authorization” means any authorization, approval, licence, consent, quota or permit
issued by any Governmental Authority.

“GST” means goods and services taxes imposed under the GST Legislation which, for greater certainty,
includes the provincial component of any harmonized sales tax imposed under the GST Legislation.

“GST Legislation” means Part IX of the Excise Tax Act (Canada).

“Hardware” means all computer hardware, kiosks, peripherals, administrative equipment, mobile
telephones, testing equipment and all other equipment and systems used by the Vendor and/or the
Subsidiary in connection with the Purchased Business other than Software.

“Indebtedness” of any Person means and includes (a) indebtedness for borrowed money or indebtedness
issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) amounts owing
as deferred purchase price for property or services, including all seller notes and “earn-out” payments; (c)
indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or financial debt
security; (d) commitments or obligations by which such Person assures a creditor against loss (including
contingent reimbursement obligations with respect to letters of credit); (e) indebtedness secured by an
Encumbrance on assets or properties of such Person; (f) obligations or commitments to repay deposits or
                                                    -5-

other amounts advanced by and owing to third Persons; (g) obligations under any interest rate, currency
or other hedging agreement; (h) obligations or commitments under capitalized leases (capital portion); (i)
any change of control payments or prepayment premiums, penalties, charges or equivalents thereof with
respect to any indebtedness, obligation, or liability of the type described in clauses (a) through (i) above;
or (j) guarantees or other contingent liabilities (including so called take-or-pay agreements) with respect
to any indebtedness, obligation, claim or liability of any other Person of a type described in clauses (a)
through (i) above. Indebtedness shall not, however, include accounts payable to trade creditors and
accrued expenses arising in the ordinary course of business consistent with past practice.

“Indemnified Party” has the meaning given to it in Section 8.5(a).

“Indemnifying Party” has the meaning given to it in Section 8.5(a).

“Intellectual Property” means all intellectual property of the Vendor and/or the Subsidiary used by or
currently being developed for use in the Purchased Business, and all rights of the Vendor and/or the
Subsidiary therein, including all claims for past infringement, worldwide, whether registered or
unregistered, including all:

        (a)     Trade Secrets, confidential information and confidential know-how, including all
                unpatented inventions, formulae, processes, Technology, inventor’s notes, invention
                disclosures, economic rights of authors and inventors (however denominated), research
                designs, prototypes, drawings, and design and construction specifications;

        (b)     copyright, including all copyright in software and databases;

        (c)     industrial designs, design patents and other designs;

        (d)     integrated circuit topography rights;

        (e)     Patents; and

        (f)     trade-marks, including both registered and unregistered trade-marks, and service marks,
                designs, logos, indicia, distinguishing guises, trade dress, trade names, business names
                and any other source or business identifiers,

and all goodwill, registrations, applications for registration, renewals, proprietary information and
documentation relating to or subsisting in the foregoing.

“Intellectual Property Licences” means all material licences, sublicences, registered user agreements
and any other contracts granting the Vendor and/or the Subsidiary a licence, any other right to use or any
other interest in Intellectual Property relating to the Purchased Business other than a full conveyance of
all rights in such Intellectual Property and includes the interest in Intellectual Property thereby granted,
and also includes all licences pertaining to Software licensed to the Vendor and/or the Subsidiary and
relating to the Purchased Business, and including Open Source Licenses.

“Interim Balance Sheet” means the management-prepared unaudited consolidated balance sheet of the
Vendor for the period ended September 30, 2010.

“Inventory” means all inventories of the Purchased Business owned by the Vendor and/or the Subsidiary
and used in carrying on the Purchased Business, including all finished goods, goods in transit, work-in-
process, samples, packaging materials, containers, production and shipping supplies and all other
materials and supplies on hand to be used or consumed in the Purchased Business.
                                                   -6-

“Laws” means all applicable laws, common law, statutes, regulations, by-laws, rules, decrees, orders,
ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements
of any Governmental Authority.

“Leased Premises” means the premises which are the subject matter of the Real Property Leases.

“Letter of Intent” means the binding letter of intent dated October 1, 2010 between the Parties.

“Liabilities” means the debts, liabilities, obligations, Claims, Encumbrances, commitments, demands and
expenses of any nature or kind, whether known or unknown, accrued or unaccrued, absolute, contingent
or otherwise and whether due or to become due, of any Person.

“Licensed Intellectual Property” means the Intellectual Property relating to the Purchased Business to
which the Vendor and/or the Subsidiary has acquired rights pursuant to the Intellectual Property Licences.

“Marketing Materials” means all web site content, marketing, advertising, sales support, trade show
sales collateral and promotional materials and presentations, sales and marketing files (whether in print or
electronic format) including all web images, web copy and advertising and direct marketing materials of
the Vendor and/or the Subsidiary used in carrying on the Purchased Business which contains accurate
representations and statements.

“Material Adverse Change” or “Material Adverse Effect” shall mean, (a) when used with respect to
the Purchased Business, any materially adverse change in or effect on the business, assets, liabilities,
results of operation or condition (financial or otherwise) of the Purchased Business since October 1, 2010;
or (b) when used with respect to the Vendor, any materially adverse change in or effect on (including any
material delay) the ability of the Vendor, to perform its obligations under this Agreement, other than any
change or effect relating solely to Complex Care.

“Non-Assignable Rights” shall have the meaning given to it in Section 2.6.

“Non-Competition Agreements” means the non-competition agreements between the Purchaser and
each of the Vendor, Robert Chafee and Mario Pestrin, in the form attached hereto as Exhibit 9.9.

“Notice” shall have the meaning given to it in Section 11.1.

“Open Source Licenses” means those open source licenses applicable to the Software which are set out
in Schedule 4.17 of the Disclosure Letter.

“Owned Intellectual Property” means all of the Intellectual Property owned, acquired, discovered,
created or developed by or on behalf of the Vendor and/or the Subsidiary or in which the Vendor and/or
the Subsidiary has proprietary rights and which relate to the Purchased Business, including all of the
Intellectual Property of the Vendor and/or the Subsidiary in the Software, but excluding the Licensed
Intellectual Property.

“Parties” means, collectively, the Purchaser and the Vendor, and “Party” means either of them.

“Patents” means all domestic and foreign patents and applications for patents, and all reissues, divisions,
re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part, and
equivalent or similar rights anywhere in the world in inventions and discoveries, including without
limitation, invention disclosures and any rights therein.
                                                  -7-

“Permitted Encumbrances” means Encumbrances for current Taxes, assessments, charges or levies not
yet due and payable and those restrictions, requirements and obligations contained in the Open Source
Licenses.

“Person” means any individual, sole proprietorship, limited or unlimited liability corporation,
partnership, unincorporated association, unincorporated syndicate, unincorporated organization, body
corporate, joint venture, trust, pension fund, union, Governmental Authority, and a natural person
including in such person’s capacity as trustee, heir, beneficiary, executor, administrator or other legal
representative.

“Preliminary Closing Date Financial Statement” means the consolidated statement of assets and
liabilities of the Purchased Business as at October 15, 2010, showing (to the extent permitted in
accordance with GAAP) all of the Purchased Assets and the Assumed Liabilities, prepared on a basis
consistent with that used in the Financial Statements (except for the accrual of vacation pay for
employees), and shall also include a statement of the Closing Net Working Capital.

“Prepaid Items” means all prepaid items and advanced payments, including credits, charges and prepaid
expenses of the Vendor pertaining to the Purchased Business.

“Products” means the products of the Purchased Business described on Schedule 1.1 of the Disclosure
Letter.

“Purchase Price” means the purchase price for the Purchased Assets calculated in accordance with the
provisions of Article III.

“Purchased Assets” has the meaning given to it in Section 2.1.

“Purchased Business” means the business now carried on by the Vendor.

“Real Property Leases” means the leases, subleases, licences, sublicences and the like of Real Property
relating to any real property used or occupied by the Vendor and the Subsidiary relating to the Purchased
Business.

“Software” means:

        (a)     all computer software and files, including those used in the production of the Products
                and the Software included in the Owned Intellectual Property and the Intellectual
                Property Licences; and

        (b)     all process controls and any other embedded or stand-alone systems (either facilities or
                manufacturing related) used by the Purchased Business, and all components and systems
                included in the Products, which do one or more of employ, store, exchange or process
                date or time information in electronic form,

which are used by the Vendor and/or the Subsidiary in association with the operation of the Purchased
Business.

“Subsidiary” means Healthanywhere, Inc., a corporation subsisting under the laws of the State of New
York.

“Subsidiary Shares” means 100 shares of common stock, par value US$0.0001 per share of the
Subsidiary, being all of the issued and outstanding shares in the capital of the Subsidiary.
                                                    -8-

“Supplier Components” means all Software licensed to the Vendor under the Intellectual Property
Licences and all Hardware purchased from third Person suppliers, in each case relating to or used by the
Purchased Business.

“Systems” means, collectively:

        (a)     all computer systems, Hardware, equipment and peripherals and all Software and files,
                including those used in the production of the Products and the Software included in the
                Owned Intellectual Property and the Intellectual Property Licences relating to or used by
                the Purchased Business; and

        (b)     all process controls and any other embedded or stand-alone systems (either facilities or
                manufacturing related) used by the Purchase Business, and all components and systems
                included in the Products, which do one or more of employ, store, exchange or process
                date or time information in electronic form.

“Target Net Working Capital” means $500,000.

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder.

“Tax Returns” includes all returns, reports, declarations, elections, notices, filings, information returns
and statements required to be filed, or in fact filed, in respect of Taxes and any schedules attached thereto.

“Taxes” includes all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any
kind whatsoever imposed by any Governmental Authority, together with all interest, penalties, fines,
additions to tax or other additional amounts imposed in respect thereof, including (a) those levied on, or
measured by, or referred to as income, gross receipts, earnings, profits, capital, corporate, transfer, land
transfer, sales, goods and services, use, value-added, excise, stamp, withholding, business, licence,
franchising, real or personal property, payroll, employment, wage, employer health, social services,
severance, utility, occupation, premium, windfall, education and social security taxes, all surtaxes, all
custom duties and import and export taxes, all licence, franchise and registration fees and all
unemployment insurance, health insurance and other government pension plan premiums, workers’
compensation levies, retirement contributions, including those imposed by any Governmental Authority;
and (b) any liability for the payment of any amount of the type described in the immediately preceding
clause (a) as a result of being a “transferee” (within the meaning of section 160 of the Tax Act or any
other Laws) of another taxpayer or entity or a member of a related, non-arm’s length, affiliated or
combined group.

“Technology” means all tangible copies, embodiments and things, in any media of any or all of the
following: (a) the Software; (b) inventions (whether or not patented or patentable), improvements and
other technology; and (c) methodologies, processes, devices, prototypes, schematics and hardware
development tools; but in each case, not the Intellectual Property rights therein.

“Third Party Software” has the meaning given to it in Section 4.17(b).

“Threshold Amount” has the meaning given to it in Section 8.7(c).

“Trade Secrets” means information, including formulae, patterns, compilations, programs, devices,
methods, techniques or processes, that (a) derives actual or potential independent economic value from
not being generally known to, and not being readily ascertainable by proper means by, other Persons who
can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonably
under the circumstances to maintain its secrecy.
                                                  -9-

“TSXV” means the TSX Venture Exchange.

“Vendor Licences” means those license agreements relating to the Purchased Business under which the
Vendor and/or the Subsidiary has granted rights in the Owned Intellectual Property to any other Person.

“Vendor Personnel” means all individuals who are employees, dependent contractors or independent
contractors of the Vendor and who are employed or report for work in connection with the Purchased
Business.

1.2             Certain Rules of Interpretation

In this Agreement and the Exhibits:

        (a)     Time - Time is of the essence in and of this Agreement.

        (b)     Calculation of Time - Unless otherwise specified, time periods within or following
                which any payment is to be made or act is to be done shall be calculated by excluding the
                day on which the period commences and including the day on which the period ends.
                Where the last day of any such time period is not a Business Day, such time period shall
                be extended to the next Business Day following the day on which it would otherwise end.

        (c)     Business Days - Whenever any action to be taken or payment to be made pursuant to this
                Agreement would otherwise be required to be made on a day that is not a Business Day,
                such action shall be taken or such payment shall be made on the first Business Day
                following such day.

        (d)     Currency - Unless otherwise specified, all references to amounts of money in this
                Agreement refer to the lawful currency of Canada.

        (e)     Headings - The descriptive headings preceding Articles and Sections of this Agreement
                are inserted solely for convenience of reference and are not intended as complete or
                accurate descriptions of the content of such Articles or Sections. The division of this
                Agreement into Articles and Sections shall not affect the interpretation of this
                Agreement.

        (f)     Including – Where the word “including” or “includes” is used in this Agreement, it
                means “including, without limitation” or “includes, without limitation”.

        (g)     Plurals and Gender - The use of words in the singular or plural, or referring to a
                particular gender, shall not limit the scope or exclude the application of any provision of
                this Agreement to such persons or circumstances as the context otherwise permits.

        (h)     Statutory References - Any reference to a statute shall mean the statute in force as at the
                date of this Agreement (together with all regulations promulgated thereunder), as the
                same may be amended, re-enacted, consolidated or replaced from time to time, and any
                successor statute thereto.

        (i)     Ordinary Course – Any reference to an action taken by a Person in the ordinary course
                means that such action is consistent with past practices of such Person and is taken in the
                ordinary course of the normal operations of such Person.
                                                  - 10 -

1.3             Knowledge

Whenever either Party makes any representation, warranty or other statement to such Party’s knowledge,
such Party will be deemed to have made due inquiry, including due inquiry into the subject matter of such
representation, warranty or other statement.

1.4             Entire Agreement

        (a)     This Agreement, together with the agreements and other documents to be delivered
                pursuant to this Agreement, constitute the entire agreement between the Parties pertaining
                to the subject matter of this Agreement and supersede all prior agreements,
                understandings, negotiations and discussions, whether oral, written or otherwise, of the
                Parties (including the Letter of Intent, which is hereby terminated in its entirety). There
                are no representations, warranties, covenants or other agreements between the Parties in
                connection with the subject matter of this Agreement except as specifically set forth in
                this Agreement, the Ancillary Agreements and any document delivered pursuant to this
                Agreement.

        (b)     No supplement, modification, amendment, waiver or termination of this Agreement shall
                be binding unless executed in writing by the Party to be bound thereby.

1.5             Applicable Law

This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract.

1.6             Accounting Principles

Wherever in this Agreement reference is made to generally accepted accounting principles or “GAAP”,
such reference means Canadian generally accepted accounting principles from time to time approved by
the Canadian Institute of Chartered Accountants, or any successor institute, including those recommended
in the Handbook of the Canadian Institute of Chartered Accountants, on the date on which such generally
accepted accounting principles are applied. Where the character or amount of any asset or liability or
item of revenue or expense is required to be determined, or any consolidation or other accounting
computation is required to be made, for the purposes of this Agreement, including the contents of any
certificate or other document to be delivered hereunder, such determination, consolidation or computation
shall, unless the Parties otherwise agree, be made in accordance with such generally accepted accounting
principles applied on a consistent basis.

1.7             Exhibits

The following Exhibits attached to this Agreement form an integral part of this Agreement:

        Exhibit 9.8          -   Form of Clawback Agreement
        Exhibit 9.9          -   Form of Non-Competition Agreements
                                              ARTICLE II
                                        PURCHASE AND SALE

2.1             Purchase and Sale of the Purchased Assets

Upon the terms and subject to the conditions set out in this Agreement, at the Closing Time, the Vendor
shall sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire
                                                    - 11 -

and accept from the Vendor, free and clear of all Encumbrances (other than Permitted Encumbrances), all
of the Vendor’s right, title and interest at the Closing Time in and to all of the properties, assets and rights
of every kind and description, whether accrued, contingent or otherwise, related to or used or held for use
in connection with the Purchased Business (other than the Excluded Assets) (the “Purchased Assets”).
The Purchased Assets shall include all of the Vendor’s right, title and interest at the Closing Time in and
to the following (except to the extent that they constitute Excluded Assets):

        (a)      all Cash and short-term deposits of the Vendor;

        (b)      all Intellectual Property and Software owned or licensed by the Vendor and/or the
                 Subsidiary and used in or relating to the carrying on of the Purchased Business as set out
                 in Schedules 4.16 and 4.17 of the Disclosure Letter;

        (c)      all Contracts used in or relating to the carrying on of the Purchased Business to which the
                 Vendor and/or the Subsidiary is a party as set out in Schedules 4.12, 4.15, 4.16, 4.19 and
                 4.23 of the Disclosure Letter, except for the agreement dated June 1, 2010 between the
                 Vendor and Advanced Knowledge Innovations Inc. (collectively, the “Assumed
                 Contracts”);

        (d)      the rights of the Vendor in and to the Real Property Leases used in or relating to the
                 carrying on of the Purchased Business, together with all fixtures and other improvements
                 thereon;

        (e)      all Accounts Receivable;

        (f)      all Books and Records used in or relating to the carrying on of the Purchased Business;

        (g)      all Inventory of the Vendor used in or relating to the carrying on of the Purchased
                 Business;

        (h)      all Governmental Authorizations of the Vendor used in or relating to the carrying on of
                 the Purchased Business, including the Governmental Authorizations set out in Schedule
                 4.24 of the Disclosure Letter;

        (i)      all tangible personal property owned or leased by the Vendor, including the Hardware,
                 the Equipment and the Equipment Leases used in or relating to the carrying on of the
                 Purchased Business, including the Hardware and the Equipment identified in Schedules
                 4.18 and 4.19, respectively, of the Disclosure Letter;

        (j)      all Marketing Materials of the Vendor used in or relating to the carrying on of the
                 Purchased Business;

        (k)      all Claimed Amounts relating to the carrying on of the Purchased Business or affecting
                 any of the Purchased Assets;

        (l)      the Subsidiary Shares;

        (m)      all Prepaid Items and advance payments including credits, charges and prepaid expenses
                 of the Vendor used in or relating to the carrying on of the Purchased Business;
                                                  - 12 -

        (n)     all cash, security deposits and earned deposits placed with the Vendor for the
                performance of any Assumed Contract or agreement which otherwise constitutes a
                portion of the Purchased Assets; and

        (o)     the Purchased Business as a going concern, including the Goodwill.

2.2             Excluded Assets

Notwithstanding Section 2.1, all of the Vendor’s right, title and interest at the Closing in and to the
following properties, assets and rights (collectively, the “Excluded Assets”) shall be excluded from the
Purchased Assets and shall not be included in the definition thereof:

        (a)     all SR&ED claims due to the Vendor; and

        (b)     all refunds or credits of Taxes due to the Vendor by reason of its ownership of the
                Purchased Assets or operation of the Purchased Business to the extent attributable to any
                time or period ending on or prior to the Closing Date.

2.3             Assumption of Liabilities

At the Closing Time, the Purchaser shall assume, and be solely and exclusively liable for, and shall pay
and perform and discharge when due, the following Liabilities of the Vendor (collectively, the “Assumed
Liabilities”):

        (a)     subject to Article VII, all Liabilities of any kind relating to the Purchased Assets or the
                Vendor Personnel arising from events occurring on or after, but not prior to, the Closing
                Date (except as set forth in the remainder of the clauses in this Sections 2.3 and 2.4);

        (b)     all Liabilities of the Vendor under the Assumed Contracts accruing after the Closing
                Date; and

        (c)     Accounts Payable incurred and processed in the ordinary course of the Purchased
                Business existing at or arising after the Closing, whether or not an invoice therefor has
                been received or such Accounts Payable has been recorded in the Books and Records of
                the Purchased Business on the Closing Date.

Notwithstanding the foregoing, in no event shall the Purchaser be obligated to assume, perform or
otherwise discharge the following: (i) Liabilities of the Vendor to the Purchaser under this Agreement
which result from misrepresentations or breaches of any warranty by the Vendor under this Agreement;
and (ii) Liabilities of the Vendor to the Purchaser under this Agreement which result from any act
performed, transaction entered into or state of facts suffered to exist in violation by the Vendor of any
provision of this Agreement. Furthermore, the Purchaser’s assumption of the Assumed Liabilities shall in
no way be deemed a waiver or release by the Purchaser of any rights, at law or in equity, which the
Purchaser may have against the Vendor (but only to the extent provided for in this Agreement) as a result
of any Claim arising out of the breach by the Vendor of any representation, warranty or covenant of the
Vendor under this Agreement.

2.4             Excluded Liabilities

Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not assume, and shall be
deemed not to have assumed, any Liabilities of the Vendor relating to or arising out of the operation of
                                                  - 13 -

the Purchased Business prior to the Closing Date (collectively, the “Excluded Liabilities”) other than the
Assumed Liabilities. The Excluded Liabilities shall include those set out below:

        (a)     (i) all income Taxes payable by the Vendor; and (ii) non-income Taxes payable or
                collectible or remittable with respect to any taxable years or other taxable periods that
                end on or before the Closing Date and, with respect to any taxable year or other period
                beginning on or before and ending after the Closing Date, the portion of such taxable year
                or period ending on and including the Closing Date;

        (b)     any Liability relating to or arising out of any Excluded Asset or pursuant to the
                agreement dated June 1, 2010 between the Vendor and Advanced Knowledge
                Innovations Inc.; and

        (c)     with respect to Vendor Personnel, (i) any Liabilities providing for the payment or
                issuance of any bonus, incentive pay or compensation, performance compensation,
                deferred compensation, profit sharing or deferred profit sharing, share purchase, stock
                option, stock appreciation, stock purchase or phantom stock to any Vendor Personnel
                accruing as of the Closing Date; (ii) any Liabilities arising out of workers’ compensation
                Claims duly filed prior to the Closing Date by or on behalf of any Vendor Personnel; and
                (iii) any Liabilities providing for payments (such as change of control payments or other
                similar payments) to any Vendor Personnel as a result of the transactions contemplated
                by this Agreement.

2.5             Closing

The Closing shall take place at the offices of Goodmans LLP, Bay Adelaide Centre, 333 Bay Street, Suite
2400, Toronto, Ontario, at the Closing Time or at such other place as may be agreed upon by the Parties
in writing.

2.6             Non-Assignable Rights

Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the
Purchaser, any Contract or Governmental Authorization which, as a matter of Law or by its terms, is (i)
not assignable; (ii) not assignable without the approval or consent of the issuer thereof or the other party
or parties thereto, without first obtaining such approval or consent; or (iii) an assignment which would
contravene any Law (collectively, “Non-Assignable Rights”). In connection with such Non-Assignable
Rights, following the Closing Time, the Vendor shall, at the request of the Purchaser:

        (a)     apply for and use all commercially reasonable efforts to obtain all consents or approvals
                contemplated by such Contracts or Governmental Authorizations, in a form satisfactory
                to the Purchaser, provided that nothing herein shall require the Vendor to make any
                payment or give any guarantee or other financial contribution to any other party of the
                Contracts or to any Governmental Authority or to institute or threaten any legal or other
                proceedings against any Person;

        (b)     co-operate with the Purchaser at the Purchaser’s expense in any reasonable and lawful
                arrangements designed to provide the benefits of such Non-Assignable Rights to the
                Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser,
                acting as agent for the Purchaser, sub-contracting, sub-licensing or sub-leasing;
                                                  - 14 -

        (c)     at the expense and risk of the Purchaser, enforce any rights of the Vendor arising from
                such Non-Assignable Rights against the issuer thereof or the other party or parties
                thereto;

        (d)     take all such actions and do, or cause to be done, all such things at the request and
                expense of the Purchaser as shall be reasonably necessary and proper in order that the
                value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of
                the Purchaser; and

        (e)     pay over to the Purchaser all monies collected or paid to the Vendor in respect of such
                Non-Assignable Rights within three (3) Business Days following receipt thereof by the
                Vendor.

                                             ARTICLE III
                                          PURCHASE PRICE

3.1             Purchase Price

Subject to adjustment pursuant to Section 3.4, the amount payable by the Purchaser for the Purchased
Assets (the “Purchase Price”), exclusive of all applicable sales and transfer taxes, shall be the amount of
$4,340,000.

3.2             Satisfaction of the Purchase Price

The Purchaser shall satisfy the Purchase Price in full at the Closing Time by the issuance and delivery to
the Vendor of a certificate or certificates representing the Consideration Shares registered in the name of
the Vendor (and/or as the Vendor may otherwise direct in writing), as fully paid and non-assessable
shares in the capital of the Purchaser. The Vendor acknowledges that the Consideration Shares shall be
subject to resale restrictions imposed under applicable securities laws.

3.3             Delivery of Preliminary Closing Date Financial Statement

One day prior to the Closing Date, the Vendor shall prepare and deliver to the Vendor the Preliminary
Closing Date Financial Statement. The Parties shall cooperate fully in the preparation of the Preliminary
Closing Date Financial Statement.

3.4             Delivery of Final Closing Date Financial Statement

As soon as reasonably practicable after the Closing Date and in any event not later than ten (10) Business
Days thereafter, the Purchaser shall prepare and deliver to the Vendor the Final Closing Date Financial
Statement. The Parties shall cooperate fully in the preparation of the Final Closing Date Financial
Statement.

3.5             Net Working Capital Adjustment

Within five (5) days after delivery by the Purchaser to the Vendor of the Final Closing Date Financial
Statement, if the Closing Net Working Capital is less than the Target Net Working Capital, then the
Vendor shall forthwith pay to the Purchaser an amount equal to such difference in immediately available
funds and if the Closing Net Working Capital is greater than the Target Net Working Capital, then the
Purchaser shall forthwith pay to the Vendor an amount equal to such difference in immediately available
funds.
                                                   - 15 -

3.6             Allocation of Purchase Price

The Purchase Price shall be allocated among the Purchased Assets as set out in Schedule 3.6 of the
Disclosure Letter. The Parties specifically agree and acknowledge that no portion of the Purchase Price
shall be allocated to the Non-Competition Agreements. The allocation of the Purchase Price shall be
binding and the Vendor and the Purchaser shall report the purchase and sale of the Purchased Assets in
any Tax Returns or other filings which are necessary or desirable under the Tax Act or any other Laws to
give effect to such allocation. Neither the Vendor nor the Purchaser shall take a contrary position with
respect to such allocation in any Tax proceeding or audit.

3.7             Section 167 Election

The Purchaser and the Vendor shall elect to have the provisions of subsection 167(1) of the GST
Legislation apply to the sale of the Purchased Assets by the Vendor to the Purchaser. The Parties shall
take all necessary actions in order to complete and file a valid joint election as provided in subsection
167(1) of the GST Legislation on or before the date on which the Vendor must submit its GST return for
the reporting period in which the Closing occurs.

3.8             Rollover Election

At the request of the Vendor at any time within a period of ninety (90) days following the Closing Date,
the Vendor and the Purchaser agree to execute and file all such agreements, elections and other
documents and to take all such further steps and proceedings as may be necessary in order that the
Purchased Assets be transferred from the Vendor to the Purchaser in exchange for the Consideration
Shares in accordance with the rules set out in section 85 of the Tax Act.

                                              ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor hereby makes the following representations and warranties and acknowledges that the
Purchaser is relying on such representations and warranties in entering into this Agreement and in
purchasing the Purchased Assets from the Vendor and assessing and assuming the Assumed Liabilities.

4.1             Corporate Organization, Standing and Qualifications

The Vendor is a corporation duly incorporated, validly existing, organized and in good standing under the
laws of the Province of Ontario and has not been dissolved. The Vendor has all requisite corporate
power, authority and capacity to own, lease and operate its property and assets, to carry on the Purchased
Business, to sell the Purchased Assets to the Purchaser and otherwise perform its obligations pursuant to
this Agreement. The Vendor has made all filings and registrations under all applicable Laws and is duly
qualified or licensed as a corporation to carry on business, and is in good standing, in each jurisdiction in
which the nature of the Purchased Business, or the property owned or leased by the Vendor, makes such
qualification necessary. Schedule 4.1 of the Disclosure Letter contains (a) a complete list of the
jurisdictions in which the Vendor and the Subsidiary are licensed to carry on business; (b) a list of all of
the current lines of business in which the Vendor and the Subsidiary is participating or engaged; and (c)
the names (registered or otherwise) under which the Vendor does business as of the date hereof.
Complete and correct copies of the articles of incorporation and by-laws of the Vendor, including any and
all amendments thereto, have been delivered or made available to the Purchaser and such articles and by-
laws, as so amended, are in full force and effect, and no amendments are being made to same.
                                                    - 16 -

4.2              Authorization

The Vendor has the capacity, authority and power to execute, deliver and perform this Agreement and all
of the agreements contemplated hereby to which it is a party (including each of the Ancillary Agreements
to which it is or will become a party) and to consummate the transactions contemplated hereby and
thereby. This Agreement and all of the agreements contemplated hereby to which the Vendor is a party
have been duly and validly authorized, executed and delivered by the Vendor, and each such agreement
constitutes a legal, valid and binding obligation of the Vendor, enforceable against it in accordance with
its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar Laws affecting creditors’ rights generally; and (b) as such enforceability may
be limited by general principles of equity, regardless of whether asserted in a proceeding in equity or law.

4.3              Subsidiaries

Except for the Subsidiary, the Vendor does not have any subsidiaries or own any shares or equity or other
interest in any corporation, limited liability company, partnership, limited liability partnership, joint
venture or entity or other Person. The Vendor is not a member of or participant in any partnership, joint
venture or similar Person. The Subsidiary is a corporation duly incorporated, validly existing, organized
and in good standing under the laws of the State of New York and has not been dissolved. The
Subsidiary has all requisite corporate power, authority and capacity to own, lease and operate its property
and assets. The authorized and issued share capital of the Subsidiary as of the date of this Agreement is as
set out in Schedule 4.3 of the Disclosure Letter. All of the issued and outstanding shares in the capital of
the Subsidiary have been duly and validly issued and are outstanding as fully paid and non-assessable.
The Subsidiary does not have any (a) issued or outstanding (i) shares in its capital; or (ii) securities
convertible into, or exchangeable or exercisable for, any options, warrants, calls, puts, subscriptions or
other rights; (b) agreements, contractual obligations or commitments (whether written or oral) relating to
any of the issued and outstanding shares in its capital or obligating to issue or sell any of the shares in its
capital or any such securities, options, warrants, calls, puts, subscriptions or other rights; (c)
Encumbrances relating to any of the shares in its capital; (d) rights, contractual obligations or contractual
commitments (whether written or oral) to give funds to or make any investment in any other Person; or
(e) rights, contractual obligations or contractual commitments (whether written or oral) that give any
Person any right to reserve or exercise any benefits or rights similar to any rights enjoyed or accruing to
the holder of the shares in its capital, including any right to participate in its equity or income or to
participate in or direct the election of any of its board of directors or officers. The Vendor has good and
valid legal and beneficial title to the Subsidiary Shares, free and clear of any Encumbrances. The Vendor
has and the exclusive right to dispose of all of the Subsidiary Shares as provided in this Agreement.
There is no suit, action, dispute, civil or criminal litigation, claim, arbitration or legal, administrative or
other proceeding or governmental investigation, including appeals and applications for review pending or,
to the Vendor’s knowledge, threatened against the Subsidiary and there are no facts or circumstances
known to the Vendor which are likely to give rise to any such claims.

4.4              Consents and Approvals; No Violations

        (a)      Neither the execution and delivery of this Agreement or any other agreement or
                 document to which the Vendor is or will become a party as contemplated by this
                 Agreement, the consummation of the transactions contemplated herein or therein nor
                 compliance by the Vendor with any provisions hereof or thereof will (a) conflict with or
                 result (with or without notice, lapse of time or both) in a breach of any of the terms,
                 conditions or provisions of the articles, by-laws or other constating documents of the
                 Vendor; (b) conflict with or result in a breach or a default (or give rise to any right of
                 termination, cancellation, acceleration, modification or other right) under any of the
                 provisions of any material note, bond, mortgage, indenture, franchise, permit, Contract or
                                              - 17 -

            other instrument or obligation to which the Vendor is a party, or by which the Vendor is
            bound or affected, except for such conflict, breach or default as to which requisite
            waivers or consents shall have been obtained by the Vendor before Closing (which
            waivers or consents are identified and described in Schedule 4.4 of the Disclosure Letter);
            (c) violate in any material respect any Laws applicable to the Vendor or any of its
            properties or assets; or (d) to the knowledge of the Vendor, result in the creation or
            imposition of any Encumbrance upon and of the Purchased Assets or any other property
            or assets used or held by the Vendor.

      (b)   Other than the consent of the landlords to the assignment of the Real Property Lease in
            respect of the Orbitor Drive Leased Premises to the Purchaser, no consent or approval by,
            or any notification or filing with, any Governmental Authority or any other Person is
            required in connection with the execution, delivery or performance by the Vendor of this
            Agreement.

4.5         Books and Records

      (a)   All of the Books and Records (including the minute books and corporate records of the
            Subsidiary) have been delivered to the Purchaser. To the knowledge of the Vendor, all
            material financial transactions relating to the Purchased Business, the Purchased Assets
            and the Assumed Liabilities have been accurately recorded in the Books and Records.

      (b)   Schedule 4.5 of the Disclosure Letter contains a correct and complete list showing the
            name of each bank in which the Subsidiary has an account or a safe deposit box and the
            names of all Persons authorized to draw on the account or to have access to the safety
            deposit box. Neither the Vendor nor the Purchaser has granted a power of attorney to any
            Person in connection with such bank accounts and safety deposit boxes.

4.6         Financial Statements; Certain Financial Information

      (a)   The Vendor has furnished to the Purchaser true and complete copies of the Financial
            Statements, copies of which are attached hereto in Schedule 4.6 of the Disclosure Letter.
            Each consolidated balance sheet included in the Financial Statements presents the
            financial condition of the Vendor and the Subsidiary as of the respective date of such
            balance sheet and each of the consolidated statements of operations and retained earnings
            and cash flows included in the Financial Statements presents the results of operations and
            cash flows of the Vendor and the Subsidiary for the periods set forth therein, in each case
            in accordance with GAAP consistently applied, and in each case were compiled from the
            Books and Records maintained by management and used to prepare financial statements
            of the Vendor in accordance with the principles stated therein.

      (b)   There were no liabilities or obligations (including those that are absolute, accrued,
            contingent, liquidated, unliquidated or unasserted, and whether due or to become due) of
            the Vendor which were required to be, in accordance with GAAP, but were not shown or
            provided for on the consolidated balance sheets of the Vendor included in the Financial
            Statements to which such liabilities or obligations relate.

      (c)   The Vendor does not have any obligations arising under off balance sheet arrangements
            or agreements that in substance provide financing to the Vendor.
                                                   - 18 -

4.7             Accounts Payable and Accounts Receivable

Schedule 4.7 of the Disclosure Letter contains a complete aged list of all Accounts Payable and a true and
complete aged list of all Accounts Receivable, in each case as of October 15, 2010. The Accounts
Receivable shown on the Interim Balance Sheet and all receivables acquired or generated by Vendor
since October 15, 2010 are bona fide receivables and represent amounts due with respect to actual arm’s
length transactions entered into in the ordinary course of business consistent with past practice and, to the
knowledge of the Vendor, are collectable at their recorded amounts. There are no reserves for non-
collectability that have been reflected on the Interim Balance Sheet in accordance with GAAP. No such
receivable has been assigned or pledged to any other Person and, to the knowledge of the Vendor, no
defence of set-off or similar right to any such receivable has been asserted by the account obligor. The
Accounts Receivable shown on each of the Preliminary Closing Date Financial Statement and the Final
Closing Date Financial Statement will be bona fide receivables and will represent amounts due with
respect to actual arm’s length transactions entered into in the ordinary course of business consistent with
past practice, and no such receivables will have been assigned or pledged to any other Person and, to the
knowledge of the Vendor, no defence of set-off or similar right to any such receivable will have been
asserted by the account obligor.

4.8             Suppliers and Customers

Schedule 4.8 of the Disclosure Letter sets out each material supplier and customer of the Purchased
Business for the year-to-date, and the amounts of their respective sales and purchases, as the case may be.
As of the date hereof, other than ComplexCare Solutions, the relationships of the Vendor and/or the
Subsidiary with each such supplier and customer are good commercial working relationships, and, to the
knowledge of the Vendor, no such supplier or customer has cancelled or otherwise terminated, or
threatened to cancel or otherwise terminate, its relationship with the Vendor and/or the Subsidiary or the
Purchased Business. As of the date hereof, neither the Vendor nor the Subsidiary has received any notice
that any such supplier or customer may cancel or otherwise materially and adversely modify its
relationship with the Vendor and/or the Subsidiary or the Purchased Business or limit its services,
supplies or materials to the Vendor and/or the Subsidiary or the Purchased Business, or its usage or
purchase of the services and products of the Vendor and/or the Subsidiary and the Purchased Business
either as a result of the transactions contemplated hereby or otherwise. The Vendor has delivered to the
Purchaser copies of all Contracts with the customers and suppliers listed in Schedule 4.8 of the Disclosure
Letter. Except as reflected in such Contracts and other than ComplexCare Solutions, no customers of the
Purchased Business are entitled to or customarily receive discounts, allowances, volume rebates or similar
reductions in price or other trade terms arising from any agreements or understandings (whether written
or oral) with or concessions granted to any customer.

4.9             Interests in Suppliers, Customers, Etc.; Affiliate Transactions

        (a)     Neither the Vendor nor the Subsidiary has any outstanding Indebtedness, Claim, liability
                or obligation for amounts owing to (including for cash advances or negative cash
                balances), or notes or accounts receivable from, or leases, Contracts or other
                commitments or arrangements with or for the benefit of any of the Vendor, the
                Subsidiary or any of their respective Affiliates.

        (b)     Neither the Vendor nor the Subsidiary has, directly or indirectly, any financial interest in
                any Person which is a client, supplier, customer, lessor or lessee to the Purchased
                Business.

        (c)     (i) No Indebtedness, Claim, liability or obligation of the Vendor and/or the Subsidiary in
                respect of the Purchased Business is guaranteed by any Affiliate of the Vendor, or any
                                                  - 19 -

                officer or director of the Vendor or the Subsidiary; and (ii) neither the Vendor nor the
                Subsidiary is a guarantor or co-obligor of any Indebtedness, Claim, liability or obligation
                of any Affiliates.

        (d)     As at the Closing Date, in the conduct of the Purchased Business, the Vendor has not co-
                mingled its assets with those of any Affiliate of the Vendor, engaged in any joint
                activities with regard to the purchase or sale of products or services, failed to maintain
                appropriate distinction between the Purchased Business and the other assets or properties
                of the Vendor and those of any other Person, or engaged in any acts or omitted to take
                any action which could reasonably be expected to form the basis of any Claim or
                assertion that the Vendor or the Purchased Business were responsible or liable for any
                Indebtedness, Claim, liability or obligation of any other Person.

4.10            Inventory

The Inventory is labelled and stored in compliance with all applicable Laws. The Purchaser acknowledges
that it has satisfied itself as to the Inventory’s condition and that there shall be no adjustments as
contemplated in Section 3.5 in respect of the condition of the Inventory. The Inventory is being sold on an
“as is, where is” basis.

4.11            Absence of Certain Changes or Events

As of the date hereof, there has not been any Material Adverse Change in the condition of the Vendor or
the Purchased Business and no such Material Adverse Change is pending or, to the knowledge of the
Vendor, threatened. Without limiting the generality of the foregoing, since October 1, 2010, neither the
Vendor nor the Subsidiary has:

        (a)     made any material change in the operations or in the manner of conducting the Purchased
                Business;

        (b)     suffered any event, violation or other matter that could reasonably be expected to have a
                Material Adverse Effect or suffered any material casualty loss (whether insured or not) or
                condemnation or other taking adversely affecting the Vendor or the Purchased Business;

        (c)     entered into any employment Contract or commitment (whether oral or written) or
                compensation arrangement or employee benefit plan, or changed or committed to change
                (including any change pursuant to any bonus, pension plan, profit-sharing or other plan,
                commitment, policy or arrangement) the compensation payable or to become payable to
                any of the Vendor Personnel, its officers, directors, agents or consultants;

        (d)     sold, transferred or leased any property or assets to, or, except as contemplated hereby,
                entered into or amended any transactions, agreements arrangements with or for the
                benefit of, the Vendor in respect of the Purchased Business;

        (e)     made or proposed any change in the accounting or Tax principles, practices or methods
                of the Vendor in respect of the Purchased Business, including its practices or terms
                relating to Accounts Payable or Accounts Receivable or made or proposed any material
                change in any policy or practice relating to pricing, investments, credit, inventory, bad
                debt, contingency or other reserves, except for such changes which are required by
                GAAP or any Laws;
                                               - 20 -

       (f)   incurred any Liability relating to the Purchased Business except for current liabilities not
             constituting Indebtedness that are (i) reflected on the Interim Balance Sheet; or (ii)
             incurred after October 1, 2010 in the ordinary course of business consistent with past
             practice;

       (g)   cancelled or waived any rights with respect to any material debts or other obligations
             owed to or Claims held by the Vendor and/or the Subsidiary in respect of the Purchased
             Business (including the settlement of any Claims, litigation or other proceeding);

       (h)   accelerated or delayed collection of Accounts Receivable generated by the Purchased
             Business in advance of or beyond their regular due dates when the same otherwise would
             have been collected;

       (i)   allowed the levels of supplies, work-in-progress or other materials included in the
             Inventory to vary in any material respect from the levels customarily maintained;

       (j)   terminated or amended or suffered the termination or amendment of any Contract
             pursuant to which the Vendor would receive in respect of the Purchased Business from
             any Person or pay to any Person more than $10,000 in any calendar year or disposed of or
             permitted to lapse any Intellectual Property used by the Purchased Business;

       (k)   made any capital expenditures or commitments for additions to property, plant or
             equipment constituting capital assets of the Purchased Business except as reflected on the
             Interim Balance Sheet;

       (l)   sold, transferred or leased any property or assets of the Purchased Business (real,
             personal or mixed, tangible or intangible) except for Inventory of the Purchased Business
             in the ordinary course of business; or

       (m)   entered into any transaction involving, or suffered any development affecting, the
             Purchased Business, except in the ordinary course of business consistent with past
             practice.

4.12         Leased Premises

       (a)   Schedule 4.12 of the Disclosure Letter sets out the municipal address of the Leased
             Premises.

       (b)   To the Vendor’s knowledge, the Vendor has the exclusive right to possess, use and
             occupy, and has good and marketable legal and beneficial leasehold title in and to, the
             Leased Premises, free and clear of all Encumbrances except Permitted Encumbrances.

       (c)   Neither the Vendor nor the Subsidiary is a party to any leases of real property except the
             Real Property Leases set out in Schedule 4.12 of the Disclosure Letter.

       (d)   The Vendor has delivered to the Purchaser a true, correct and complete copy of the Real
             Property Leases, including all amendments, modifications, assignments, consents,
             notices, renewals and supplements thereto or otherwise in respect thereof. To the
             knowledge of the Vendor, there exists no default, or any event which upon the giving of
             notice or the passage of time or both, would give rise to any default in the performance of
             the Vendor’s or, to the knowledge of the Vendor, the lessor thereunder, of any obligation
             under the Real Property Leases.
                                                   - 21 -

        (e)     The Vendor has not granted to any Person any right of first refusal, right of first
                opportunity, option or similar rights to sub-lease the Leased Premises or to otherwise
                acquire any of the Vendor’s rights in and to the Real Property Leases or the Leased
                Premises or any interest therein or any part thereof. The Vendor has not sublet any
                portion of the Leased Premises to any Person.

4.13            Environmental Matters

        (a)     The Purchased Business is being carried on in compliance in all material respects with all
                Environmental Laws. All operations of the Vendor conducted on the Leased Premises
                have been and are now in compliance in all material respects with all Environmental
                Laws. There are no facts known to the Vendor that could give rise to non-compliance
                with any Environmental Laws.

                No administrative complaint, direction, order or sanction issued, filed or imposed by any
                Governmental Authority pursuant to any Environmental Law has been issued to the
                Vendor in respect of the Purchased Business, the Leased Premises, or, to the knowledge
                of the Vendor, to any other Person in respect of the Leased Premises.

4.14            Title to Purchased Assets

The Vendor is the sole legal and beneficial owner and (where its interests are registrable) the sole
registered owner of all of its assets and interests in assets, real and personal, as shown on the Interim
Balance Sheet, with good and valid title, free and clear of all Encumbrances except for Permitted
Encumbrances. Subject to Permitted Encumbrances, the Vendor has good, valid and marketable title to
all assets (including Inventory) currently used in operating the Purchased Business, its assets and interests
in assets, real and personal, shown on the Interim Balance Sheet of the Vendor, with good and valid title,
free and clear of all Encumbrances except Permitted Encumbrances. The Vendor possesses the Purchased
Assets. Except for the Inventory and as set forth in 4.19 to the Disclosure Letter, all of the tangible
personal property used in the Purchased Business is in good operating condition and repair, ordinary wear
and tear excepted, and is adequate and suitable for the purposes for which it is presently being used. All
items of personal property relating to the Purchased Business with an original cost or book value
exceeding $1,000 are listed in Schedule 4.14 of the Disclosure Letter.

4.15            Contracts

Schedule 4.15 of the Disclosure Letter contains a complete and accurate list of all Contracts to which the
Vendor and/or the Subsidiary is a party (other than those Contracts identified elsewhere in the Disclosure
Letter) and which relate to the Purchased Business. Each of the Contracts described in Schedule 4.15 of
the Disclosure Letter (or required to be described in Schedule 4.15 of the Disclosure Letter) constitutes a
valid and binding obligation of the parties thereto, enforceable in accordance with its terms. To the
knowledge of the Vendor, none of the parties to any of the Contracts is in breach of its obligations
thereunder and no act or event has occurred which with notice or lapse of time or both, would constitute a
breach of any of the Contracts. Each of the Contracts is in full force and effect and constitutes a legal,
valid and binding obligation of the Vendor and/or the Subsidiary and the other parties thereto, enforceable
in accordance with its terms, and, to the knowledge of the Vendor, the Vendor and/or the Subsidiary is
entitled to all of the benefits, rights and privileges under each such Contract. Except as set forth in
Schedule 4.15 of the Disclosure Letter, neither the Vendor nor the Subsidiary has received notice that any
customer, supplier or other Person has breached, intends to breach or intends to discontinue any Contract
to which the Vendor and/or the Subsidiary is a party.
                                                - 22 -

4.16         Intellectual Property

       (a)   Schedule 4.16 of the Disclosure Letter sets out a complete and accurate list of all of the
             Owned Intellectual Property and the Intellectual Property Licences, together with
             complete and accurate particulars of all registrations or applications for registration of the
             Owned Intellectual Property that is material to the Purchased Business. The Owned
             Intellectual Property and the Licensed Intellectual Property together comprise all material
             Intellectual Property owned, acquired, discovered, created or developed by or on behalf
             of the Vendor, the Subsidiary or the Purchased Business, or in which the Vendor and/or
             the Subsidiary has any rights.

       (b)   The Vendor and/or the Subsidiary owns the Owned Intellectual Property. No Person
             other than the Vendor and/or the Subsidiary has any rights in any of the Owned
             Intellectual Property, except for the rights owned by third parties granted to the Vendor
             and/or the Subsidiary in the Intellectual Property Licences listed in Schedule 4.16 of the
             Disclosure Letter.

       (c)   The Owned Intellectual Property and the Licensed Intellectual Property together
             comprise all material Intellectual Property used in connection with and required for the
             operation of the Purchased Business. The licences for the Licensed Intellectual Property
             grant the Vendor and/or the Subsidiary sufficient rights they require to use the Licensed
             Intellectual Property in connection with the operation of the Purchased Business.

       (d)   To the knowledge of the Vendor, the conduct of the Purchased Business, and the use of
             the Owned Intellectual Property and Intellectual Property Licences in connection
             therewith, does not conflict with or infringe any Intellectual Property rights of any
             Person, and neither the Vendor nor the Subsidiary has received notice from any other
             Person pertaining to or challenging the right of the Vendor and/or the Subsidiary to use
             any of the Owned Intellectual Property.

       (e)   Except as set forth in Schedule 4.16 of the Disclosure Letter, to the knowledge of the
             Vendor, no Person is engaging in any activity that infringes the Owned Intellectual
             Property or the Vendor’s and/or the Subsidiary’s rights in the Intellectual Property
             Licences. Except as set forth in Schedule 4.16 of the Disclosure Letter, neither the
             Vendor nor the Subsidiary has granted any licence or other right to any third Person with
             respect to the Owned Intellectual Property.

       (f)   The Owned Intellectual Property and each Intellectual Property Licence is subsisting,
             valid and enforceable, and, to the knowledge of the Vendor, has not been adjudged
             invalid or unenforceable in whole or part.

       (g)   To the knowledge of the Vendor, there is no suit, action, proceeding, charge, hearing,
             investigation, complaint, claim, demand or notice, including appeals and applications for
             review, in progress, pending or threatened against or relating to the Vendor and/or the
             Subsidiary or the Purchased Business or affecting the Owned Intellectual Property or the
             Intellectual Property Licences, including challenges to the legality, validity,
             enforceability, use or ownership of the Owned Intellectual Property or the Intellectual
             Property Licences.

       (h)   To the knowledge of the Vendor, there is not presently outstanding against the Vendor
             and/or the Subsidiary or the Purchased Business any judgment, decree, injunction, ruling,
                                       - 23 -

      charge or order of any Governmental Authority relating to or affecting the Owned
      Intellectual Property or the Intellectual Property Licences.

(i)   Except as provided in the Intellectual Property Licences, neither the Vendor nor the
      Subsidiary has agreed to indemnify any Person for or against any interference,
      infringement, misappropriation or other conflict with respect to the Owned Intellectual
      Property.

(j)   Neither the Vendor nor the Subsidiary has granted any release, covenant not to sue or
      non-assertion assurance or entered into any indemnification or settlement agreement with
      any Person with respect to any part of the Owned Intellectual Property or the Intellectual
      Property Licences, except for licences and indemnifications given in the ordinary course
      of business, customary in the industry or industries in which the Vendor and the
      Subsidiary conduct business and the Purchased Business operates.

(k)   The Vendor and the Subsidiary have taken commercially reasonable actions to maintain
      and protect the Owned Intellectual Property and the Intellectual Property Licences,
      except (i) where the failure to take such actions was the result of a reasonable business
      decision by the Vendor and/or the Subsidiary made in the ordinary course of the
      Purchased Business, and (ii) that the Purchaser acknowledges that the Vendor has not
      diligently prosecuted all of the patent applications set forth in Schedule 4.16(a) of the
      Disclosure Letter.

(l)   The Vendor and the Subsidiary have taken commercially reasonable actions to protect the
      Vendor’s Trade Secrets and secure the confidentiality of their customer lists and other
      proprietary information it considers to be confidential. To the knowledge of the Vendor,
      except as set forth in Schedule 4.16 of the Disclosure Letter, there has been no
      misappropriation of any Trade Secrets of the Purchased Business.

(m)   To the knowledge of the Vendor, all source code included within the Owned Intellectual
      Property (except for Open Source Licenses) constitutes a Trade Secret of the Vendor
      and/or the Subsidiary and the Purchased Business and is not part of the public knowledge
      or literature, and the Vendor and the Subsidiary have taken commercially reasonable
      action to protect such source code as a Trade Secret. Other than Open Source Licenses,
      no third parties possess any copy of any source code to any Software of the Vendor
      and/or the Subsidiary or the Purchased Business, except as set forth in Schedule 4.16 of
      the Disclosure Letter.

(n)   All Intellectual Property created or developed by or on behalf of the Vendor and/or the
      Subsidiary or the Purchased Business, other than the Intellectual Property listed in
      Schedule 4.16 of the Disclosure Letter and the Intellectual Property subject to the
      Intellectual Property Licences, was created or developed by employees of the Vendor
      and/or the Subsidiary in the normal course of their employment by the Vendor and/or the
      Subsidiary. Other than as set forth in Schedule 4.16 of the Disclosure Letter, all
      employees, contractors, consultants or other parties who created the Owned Intellectual
      Property for, or on behalf of, the Vendor and/or the Subsidiary have transferred and
      assigned all of their rights in and to such Owned Intellectual Property to the Vendor
      and/or the Subsidiary pursuant to written assignment agreements and have waived their
      moral rights and rights of a similar nature in and to such Owned Intellectual Property.

(o)   Each employee, contractor, consultant or other party who performs work for the Vendor
      and/or the Subsidiary has signed a written confidentiality and non-disclosure agreement
                                        - 24 -

      and there have not been any breaches of such confidentiality and non-disclosure
      agreements to the knowledge of the Vendor.

(p)   Schedule 4.16 of the Disclosure Letter identifies all Internet domain names registered to
      or controlled by the Vendor and/or the Subsidiary and used in connection with the
      Purchased Business. To the knowledge of the Vendor, the Vendor and the Subsidiary
      have the exclusive right to use, without payment to any other party, all such Internet
      domain names, each of which has been duly registered with or issued by an appropriate
      authority and all necessary registration fees have been paid to continue all such rights in
      effect. No such Internet domain name is subject to any outstanding injunction, judgment,
      order, decree, ruling or charge. To the knowledge of the Vendor, no action, suit,
      proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to
      the knowledge of the Vendor, is threatened which challenges the legality, validity,
      enforceability, use or ownership of any such Internet domain names. Neither the Vendor
      nor the Subsidiary has agreed to indemnify any Person for or against any interference,
      infringement, misappropriation or other conflict with respect to all such Internet domain
      names.

(q)   All Intellectual Property Licences permitting third Persons to use the Owned Intellectual
      Property are set out in Schedule 4.16 of the Disclosure Letter. All Intellectual Property
      Licences relating to the Purchased Business owned by third parties and granted to the
      Vendor and/or the Subsidiary in respect of the Purchased Business are set out in Schedule
      4.16 of the Disclosure Letter. To the knowledge of the Vendor, the consummation of the
      transactions contemplated by this Agreement will neither violate nor result in the breach,
      modification, cancellation, termination or suspension of any rights in respect of the
      Licensed Intellectual Property or the Intellectual Property Licenses, or require the consent
      of, any Person.

(r)   The Owned Intellectual Property and the Intellectual Property Licences will be owned or
      available for use by the Purchaser on substantially similar terms and conditions
      immediately subsequent to the Closing hereunder.

(s)   To the Vendor’s knowledge, the Vendor has delivered to the Purchaser accurate and
      complete copies of all Contracts, Software, media and documentation maintained by the
      Vendor and/or the Subsidiary or the Purchased Business with respect to any invention,
      process, design or other know-how or Trade Secret or proprietary information included in
      the Owned Intellectual Property, the Products and subject to the Intellectual Property
      Licences. In respect of the Owned Intellectual Property and the Products, to the
      knowledge of the Vendor, such documentation is accurate and reasonably sufficient in
      detail and content to identify and explain such invention, process, design or other know-
      how or Trade Secret or proprietary information to a Person skilled in the relevant art. In
      respect of the Intellectual Property Licences, to the knowledge of the Vendor, such
      documentation is a complete copy of all such documentation received by the Vendor
      and/or the Subsidiary from those persons who have granted the Intellectual Property
      Licences.

(t)   To the Vendor’s knowledge, current copies of source code for all Software in which
      Intellectual Property is owned by the Vendor and/or the Subsidiary have been
      appropriately recorded on machine readable media, clearly identified and stored by the
      Vendor and/or the Subsidiary in an appropriate secure storage location. No source code
      or related Documentation forming part of the Software is subject to escrow. The location
      of the backup copies of source code for all Software in which Intellectual Property is
                                               - 25 -

             owned by the Vendor and/or the Subsidiary is included in Schedule 4.16 of the
             Disclosure Letter.

       (u)   The Vendor is not aware of any disabling codes or contaminants in the Systems.

       (v)   To the knowledge of the Vendor, no Claims have been asserted or, to the knowledge of
             the Vendor, threatened against the Vendor and/or the Subsidiary (and to the knowledge of
             the Vendor, no such Claims are likely to be asserted or threatened against the Vendor or
             the Purchased Business) by any Person alleging a violation of such Person’s privacy,
             personal or confidentiality rights under any privacy, data protection, collection and use of
             personal information and user information rules, policies or procedures.

       (w)   Except as set forth in Schedule 4.16 of the Disclosure Letter, neither the Vendor nor the
             Subsidiary is required to make or accrue any royalty payment to any third Person in
             connection with the Owned Intellectual Property or the Intellectual Property Licences.

4.17         Software

       (a)   Schedule 4.17 of the Disclosure Letter sets out all Open Source Licenses applicable to the
             Software.

       (b)   Schedule 4.17 of the Disclosure Letter sets out an accurate and complete list of all
             Software used in the conduct and operation of the Purchased Business and states whether
             such Software is owned, leased or otherwise used by the Vendor and/or the Subsidiary.
             Except as set out in Schedules 4.16 and 4.17 of the Disclosure Letter, to the knowledge of
             the Vendor, the Software and Documentation contain no programming or materials in
             which any third Person may claim joint or common ownership.

       (c)   Except for the third party software (the “Third Party Software”) listed in Schedule 4.17
             of the Disclosure Letter and except as provided in the Open Source Licenses, the
             Software does not contain, embody, use or require any third party software, including
             development tools and utilities, and the Software, (subject to the terms of the applicable
             Open Source Licenses) together with the Third Party Software, constitutes all materials
             necessary for the continued maintenance, modification, development and enhancement of
             the Software by the Purchased Business.

       (d)   To the Vendor’s knowledge, Schedule 4.17 of the Disclosure Letter lists all licences,
             installation, implementation, maintenance or support agreements, development contracts
             and all other agreements between the Vendor and/or the Subsidiary and users of the
             Software.

       (e)   All reasonable skill and judgment has been, and is being, exercised to ensure that the
             Software created or developed by the Vendor and/or the Subsidiary operates in
             substantial compliance with the Documentation relating thereto and is free from material
             defects in design and workmanship. The Vendor periodically scans the Software for
             viruses using an industrial-standard anti-virus scanning tool.

       (f)   To the Vendor’s knowledge, neither the Vendor nor the Subsidiary has orally or in
             writing committed to provide selective special enhancements to any of its Software for
             particular licences.
                                               - 26 -

       (g)   There are no, and there have never been, any distributors, sales agents, representatives or
             any other Persons, including VARs, OEMs or resellers, who have or had rights to market
             or license the Software (other than as asset forth in the applicable Open Source Licenses
             or in respect of the open source software subject to Open Source License). To the
             Vendor’s knowledge, except as set forth in Schedule 4.16 of the Disclosure Letter and, in
             respect of Software based on open source software, other than as set forth in the
             applicable Open Source Licenses, no Person has any exclusive rights in respect of the
             Software.

       (h)   To the Vendor’s knowledge, the Software does not collect information from users except
             as disclosed in the Documentation. To the knowledge of the Vendor, the Software does
             not contain any code, instructions, data or functions (including Trojan horses and back
             doors), the purpose of which is to allow access to information collected by or through it,
             and to the Vendor’s knowledge, there are no bugs or vulnerabilities in the Software
             which could allow unauthorized access to information collected by or through it. To the
             knowledge of the Vendor, the Software does not contain any undocumented code,
             disabling mechanism or protection feature intentionally designed to prevent its use,
             including any clock, timer, counter, worm, software lock, drop dead device, Trojan-horse
             routine, trap door, time bomb or any other codes or instructions that may be used to
             access, modify, replicate, distort, delete, damage or disable Software or data, other
             software, operating systems, computers or equipment with which the Software interacts.

       (i)   To the Vendor’s knowledge, the Documentation relating to the Software properly
             describes such software so as to permit the proper use, modification, enhancement,
             configuration, integration, operation, support and maintenance of the same without any
             further recourse to the Vendor and, to the knowledge of the Vendor, does not contain any
             material misrepresentations, misstatements or other inaccuracies.

       (j)   To the Vendor’s knowledge, no grants, loans or funding were provided, and (except for
             SR&ED claims, which comprise Excluded Assets) no credits are owing, from any
             Governmental Authority for the development of the Software.

       (k)   The Vendor has complied in all material respects with any obligations for delivery to the
             customers of the Purchased Business of releases and upgrades of the Software required
             under the agreements between the Vendor and/or the Subsidiary and its or their
             customers.

4.18         Hardware

       (a)   Schedule 4.18 of the Disclosure Letter sets out an accurate and complete list of Hardware
             and such items are readily identifiable by serial number or other marking. Schedule 4.18
             of the Disclosure Letter sets out which items are leased and which are owned by the
             Vendor and/or the Subsidiary and used by the Purchased Business and the location of
             such items. To the knowledge of the Vendor, the Hardware and all components
             incorporated therein are reasonably fit for the purposes for which they are intended
             (ordinary wear and tear excepted), and are sufficient so as to permit the Vendor and/or
             the Subsidiary to continue to operate and conduct the Purchased Business as currently
             conducted.

       (b)   The Vendor and/or the Subsidiary has the right to sell, transfer and assign the Hardware,
             free of any Encumbrances other than Permitted Encumbrances.
                                                  - 27 -

        (c)     To the Vendor’s knowledge, any Intellectual Property rights which are embodied in the
                Hardware which are owned by someone other than the Vendor or Subsidiary, have been
                licensed to the Vendor and/or the Subsidiary for incorporation into the Hardware and the
                Vendor hereby sub-licenses those rights to the Purchaser but only in respect of the use of
                the Hardware.

4.19            Equipment

Schedule 4.19 of the Disclosure Letter contains a complete and accurate list of all of the Equipment
owned, leased or used by the Vendor and/or the Subsidiary in connection with the Purchased Business.
To the knowledge of the Vendor, except as set forth in Schedule 4.19 of the Disclosure Letter, all of such
Equipment is in good condition, repair and (where applicable) proper working order, having regard to
their age and reasonable wear and tear.

4.20            Sufficiency and Location of Assets

The Purchased Assets constitute all of the property and assets necessary for the conduct of the Purchased
Business as it is currently conducted. The Inventory and Equipment are situated at the location(s) set
forth in Schedule 4.20 of the Disclosure Letter, with the exception of any Inventory in transit. To the
extent that any of the Purchased Assets are situated at any location that does not comprise the Leased
Premises, the Vendor shall cause the Purchaser to have access at all reasonable times to such premises to
retrieve such Purchased Assets.

4.21            Taxes

        (a)     There are no Encumbrances for Taxes in respect of any of the Purchased Assets.

        (b)     To date, the Subsidiary has not been required to file any Tax Returns with any
                Governmental Authority as it has not reported any income.

        (c)     The Subsidiary has duly and timely paid all Taxes that are due and payable by it.

        (d)     The Purchased Assets constitute all or substantially all of the property used by the
                Vendor in carrying on its business. The Purchased Assets constitute all or substantially
                all of the property used in a commercial activity that forms all or a part of a business
                carried on by the Vendor. The Vendor has not been and is not now a financial institution
                for the purposes of the GST Legislation. The Vendor is a registrant for the purposes of
                the GST Legislation and its registrant number is 831420021.

4.22            Non-Resident

The Vendor is not a non-resident of Canada for the purposes of the Tax Act.

4.23            Employment Matters

        (a)     Schedule 4.23 of the Disclosure Letter contains a complete and accurate list of all Vendor
                Personnel, their respective positions and dates of hire with the Vendor and/or the
                Subsidiary, and indicates which Vendor Personnel are parties to a written or oral
                agreement with the Vendor and/or the Subsidiary (including confidentiality and non-
                competition agreements). All written employment contracts with Vendor Personnel are
                described in Schedule 4.23 of the Disclosure Letter and full and complete copies of such
                employment contracts have been provided to the Purchaser. Except as disclosed in
                                               - 28 -

             Schedule 4.23 of the Disclosure Letter, there are no written contracts of employment
             entered into with any Vendor Personnel or any oral contracts of employment which are
             not terminable on the giving of reasonable notice in accordance with applicable Laws.

       (b)   All liabilities in respect of Vendor Personnel have or shall have been paid to the Closing
             Date, including premium contributions, remittance and assessments for unemployment
             insurance, employer health tax, Canada Pension Plan, income tax, workers’ compensation
             and any other employment-related legislation, accrued wages, Taxes, salaries,
             commissions and employee benefit plan payments. There are no outstanding, pending,
             or, to the knowledge of the Vendor, threatened or anticipated assessments, actions, causes
             of action, Claims, complaints, demands, orders, prosecutions or suits against the Vendor
             and/or the Subsidiary pursuant to or under any applicable Laws, including Canada
             Pension Plan, unemployment insurance, income tax, employer health tax, employment
             standards, labour relations, occupational health and safety, human rights, workers’
             compensation and pay equity.

       (c)   Neither the Vendor nor the Subsidiary has made any agreements, whether directly or
             indirectly, with any labour union, employee association or other similar entity or made
             commitments to or conducted negotiations with any labour union or employee
             association or other similar entity with respect to any future agreements. No trade union,
             employee association or other similar entity has any bargaining rights acquired by either
             certification or voluntary recognition with respect to the Vendor Personnel. The Vendor
             is not aware of any current attempts to organize or establish any other labour union,
             employee association or other similar entity affecting the Purchased Business. There are
             no outstanding labour tribunal proceedings of any kind, including any proceedings which
             could result in certification of a trade union as bargaining agent for the Vendor Personnel,
             and there have not been any such proceedings since the date of incorporation of the
             Vendor. There are no threatened or apparent union organizing activities involving the
             Vendor Personnel. To the knowledge of the Vendor, neither the Vendor nor the
             Subsidiary has any labour problems that might affect the value of the Purchased Business
             or lead to any interruption of its operations at any location.

       (d)   All vacation pay, bonuses, commissions and other emoluments relating to the Purchased
             Business and its Vendor Personnel are accurately reflected in all respects and have been
             accrued in the Books and Records of the Vendor and/or the Subsidiary.

4.24         Compliance with Laws; Governmental Authorizations

       (a)   The Vendor and the Subsidiary have conducted the Purchased Business in compliance in
             all material respects with all applicable Laws in each jurisdiction in which the Purchased
             Business is carried on. Neither the Vendor nor the Subsidiary has received any notice
             that any violation of any Law is being or may be alleged.

       (b)   Each of the Vendor and the Subsidiary is duly licensed, registered or qualified and duly
             possesses all Governmental Authorizations required or necessary to carry on the
             Purchased Business as now conducted in compliance with all applicable Laws. All of the
             Governmental Authorizations described in Schedule 4.1 of the Disclosure Letter are valid
             and subsisting and in good standing and no event has occurred or condition or state of
             facts exists which constitutes or, after the giving of notice or the passage of time or both,
             would constitute a material breach or default under any of the Governmental
             Authorizations, or which permits or, after the giving of notice or the passage of time or
                                                   - 29 -

                both, would permit revocation, termination or modification of any of the Governmental
                Authorizations.

        (c)     To the knowledge of the Vendor, no proceeding to modify, suspend, revoke, withdraw,
                terminate or otherwise limit any such Governmental Authorization is pending or
                threatened and the Vendor does not know of any valid basis for such proceeding,
                including the transactions contemplated hereby. To the knowledge of the Vendor, no
                administrative or other action or proceeding has been taken or threatened by any
                Governmental Authority in connection with the expiration, continuance or renewal of any
                of the Governmental Authorizations applicable to the Purchased Business or the
                Purchased Assets and the Vendor does not know of any valid basis for any such
                proceeding.

        (d)     To the Vendor’s knowledge, each of the Vendor and the Subsidiary is, and has been
                conducting the Purchased Business, in compliance in all material respects with all
                applicable Laws governing privacy and the protection of personal information, including
                the Personal Information Protection and Electronic Documents Act (Canada), other than
                (i) acts of non-compliance which individually or in the aggregate are not material; and (ii)
                any public disclosure of this Agreement by the Purchaser.

4.25            Litigation

There is no Claim, arbitration or legal, administrative or other proceeding or investigation by any
Governmental Authority, including appeals and applications for review pending or, to the Vendor’s
knowledge, threatened against the Vendor, the Subsidiary or relating to the Purchased Business or any of
the Purchased Assets. There are no facts known to the Vendor which are likely to give rise to any such
Claims. There is not now outstanding against the Vendor or the Subsidiary or relating to the Purchased
Business or any of the Purchased Assets any judgment, execution, order, injunction, decree or rule of any
court, administrative agency, Governmental Authority or arbitrator. Neither the Vendor nor the
Subsidiary is the plaintiff, complainant, defendant or intervener in any action, suit, proceeding, grievance,
arbitration or alternative dispute resolution proceeding relating to the Purchased Business.

4.26            Brokers

No agent, broker or other Person acting on behalf of the Vendor is, or will be, entitled to any commission
or brokers’ or finders’ fees from the Vendor and/or the Subsidiary or from any Affiliate of the Vendor, in
connection with any of the transactions contemplated by this Agreement.

4.27            Truth and Accuracy of Schedules to the Disclosure Letter

All of the information disclosed in each of the Schedules of the Disclosure Letter is true and correct.

4.28            Disclosure

None of this Agreement, the financial statements referred to in Section 4.6, any Exhibit or certificate
delivered pursuant to this Agreement or any document or statement in writing which has been supplied to
the Purchaser or its representatives by or on behalf of the Vendor or the Purchased Business in connection
with the transactions contemplated by this Agreement, contains any untrue statement of a material fact, or
omits any statement of a material fact necessary to make the statements contained herein or therein not
misleading. To the knowledge of the Vendor, there is no fact that would have a Material Adverse Effect
with respect to the Purchased Business which has not been set out in this Agreement, the financial
statements referred to in Section 4.6 or any Exhibit or certificate delivered pursuant to this Agreement.
                                                  - 30 -

                                              ARTICLE V
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby makes the following representations and warranties and acknowledges that the
Vendor is relying on such representations and warranties in entering into this Agreement and in selling
the Purchased Business to the Purchaser:

5.1             Corporate Organization, Standing and Qualifications

The Purchaser is a corporation duly incorporated, validly existing, organized and in good standing under
the laws of the Province of Ontario and has not been dissolved. The Purchaser has all requisite corporate
power, authority and capacity to own, lease and operate its property and assets, to carry on its business as
presently conducted, to purchase the Purchased Assets from the Vendor and otherwise perform its
obligations pursuant to this Agreement.

5.2             Authorization

The Purchaser has the capacity, authority and power to execute, deliver and perform this Agreement and
all of the agreements contemplated hereby to which it is a party and to consummate the transactions
contemplated hereby and thereby. This Agreement and all of the agreements contemplated hereby to
which the Purchaser is a party have been duly and validly authorized, executed and delivered by the
Purchaser, and each such agreement constitutes a legal, valid and binding obligation of the Purchaser,
enforceable against it in accordance with its terms, except (a) as such enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights
generally; and (b) as such enforceability may be limited by general principles of equity, regardless of
whether asserted in a proceeding in equity or law.

5.3             Consents and Approvals; No Violations

        (a)     Neither the execution and delivery of this Agreement or any other agreement or
                document to which the Purchaser is or will become a party as contemplated by this
                Agreement, the consummation of the transactions contemplated herein or therein nor
                compliance by the Purchaser with any provisions hereof or thereof will (a) conflict with
                or result (with or without notice, lapse of time or both) in a breach of any of the terms,
                conditions or provisions of the articles, by-laws or other constating documents of the
                Purchaser; (b) conflict with or result in a breach or a default under any of the provisions
                of any material note, bond, lease, mortgage, indenture, licence, franchise, permit,
                agreement, Contract or other instrument or obligation to which the Purchaser is a party,
                or by which the Purchaser is bound or affected; or (c) violate in any material respect any
                Laws applicable to the Purchaser or any of its properties or assets.

        (b)     Except for the approval of the TSXV, no consent or approval by, or any notification or
                filing with, any Governmental Authority or any other Person is required in connection
                with the execution, delivery or performance by the Purchaser of this Agreement. There is
                no Claim commenced or in progress or, to the knowledge of the Purchaser, pending or
                threatened against or relating to the Purchaser or any of its property or assets that might
                otherwise impair the consummation, or the benefits to the Vendor, of the transactions
                contemplated by this Agreement.
                                                   - 31 -

5.4             Consideration Shares

Upon issuance in accordance with the terms and conditions of this Agreement, the Consideration Shares
shall be validly issued as fully paid and non-assessable shares in the capital of the Purchaser and,
following the Closing, such shares shall be listed for trading on the TSXV.

5.5             GST

The Purchaser is duly registered under Subdivision (d) of Division V of the GST Legislation with respect
to the goods and services tax and any harmonized sales tax and its registration number is: 861014546.
The Purchaser represents and warrants to the Vendor that the Purchased Assets comprise all or
substantially all of the property required to carry on the Purchased Business.

5.6             Personal Information

The Purchaser has not used any personal information and user information to which it was provided
access by the Vendor and/or the Subsidiary in respect of considering the transaction contemplated by this
Agreement for any purposes other than those related to the performance of this Agreement and the
completion of the transactions contemplated hereby, and pursuant to applicable Laws. The personal
information and user information the Purchaser collected or otherwise accessed prior to the date hereof in
relation to the transactions contemplated hereunder was necessary for the purposes of determining if it
would proceed with the transaction contemplated by this Agreement, and that the Purchaser only accessed
that personal information and user information which relates to the carrying on of the Purchased Business
or the completion of the transactions contemplated by this Agreement.

The Purchaser has at all times kept strictly confidential all personal information and user information
provided to it, and has instructed those of its employees and agents responsible for processing such
disclosed personal information to protect the confidentiality of such personal information in a manner
consistent with the Purchaser’s obligations hereunder. The Purchaser shall ensure that access to the
disclosed personal information shall be restricted to those employees and agents of the Purchaser who
have a bona fide need to access such information in order to fulfill their obligations in the course of their
employment or engagement.

5.7             Brokers

No agent, broker or other Person acting on behalf of the Purchaser is, or will be, entitled to any
commission or brokers’ or finders’ fees from the Purchaser or from any Affiliate of the Purchaser, in
connection with any of the transactions contemplated by this Agreement.

                                              ARTICLE VI
                     COVENANTS OF THE VENDOR AND THE PURCHASER

6.1             Products and Payments Received by the Vendor

        (a)     If any Products of the Purchased Business are returned to and/or received by the Vendor
                after the Closing, the Vendor shall ship such products to the Purchaser or to the
                Purchaser’s designated representative at the Vendor’s cost.

        (b)     In the event that the Vendor or any of its Affiliates receives any monies (including, as
                insurance proceeds, payment for products or other amount from third Persons) in respect
                of the Purchased Business, the Vendor shall or shall cause its Affiliates to promptly remit
                such monies to the Purchaser or to the Purchaser’s designated representative.
                                                    - 32 -

6.2              Financial Statement Preparation and Support

        (a)      As a reporting issuer, the Purchaser will be required to prepare and file with applicable
                 securities regulatory authorities within seventy-five (75) days following the Closing Date
                 a Business Acquisition Report in the form prescribed under Part 8 of National Instrument
                 51-102 – Continuous Disclosure Obligations, including audited consolidated financial
                 statements of the Vendor for the year ended December 2, 2009, together with notes
                 thereto, unaudited interim consolidated financial statements for the Vendor for the six (6)
                 month period ended June 30, 2010 and such other statements or reports as are prescribed
                 thereunder (collectively, the “Vendor Financial Statements”).

        (b)      The Vendor will, and will cause the relevant directors, officers and employees of the
                 Vendor to, take all steps necessary to assist the Purchaser with respect to the timely
                 preparation of the Vendor Financial Statements, including by furnishing the Purchaser
                 with such financial and operating data and other information with respect to the
                 Purchased Business and the operations of the Vendor as the Purchaser shall from time to
                 time reasonably request, delivering representation letters, passing resolutions and signing
                 balance sheets. Such steps shall include requesting that the Vendor’s accountants
                 reasonably co-operate with and assist the Purchaser and the Purchaser’s auditors (at the
                 Purchaser’s sole cost and expense) in connection therewith.

        (c)      Any out-of-pocket expenses incurred by the Vendor in respect of its obligation under this
                 Section 6.2, including the fees of auditors to review the Vendor Financial Statements,
                 shall be at the Purchaser’s sole cost and expense.

6.3              Litigation Support

In the event and for so long as either Party actively is contesting or defending against any Claim, action,
suit, proceeding, hearing, investigation, charge, complaint or demand in connection with (a) any
transaction contemplated by this Agreement; or (b) any fact, situation, circumstance, status, condition,
activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the
Closing Date involving the Purchased Business, the other Party shall cooperate with the contesting or
defending Party or its counsel in the defence or contest, make available its personnel, and provide such
testimony and access to its books and records as shall be necessary in connection with the defence or
contest, all at the sole cost and expense of the contesting or defending party (unless the contesting or
defending party is entitled to indemnification therefor under Article VIII).

6.4              Tax Matters

        (a)      The Purchaser shall be liable for and pay directly to the appropriate Governmental
                 Authority, within the required time period, all federal and provincial sales Taxes and all
                 other similar Taxes (but excluding any Taxes based upon the income, revenues or capital
                 receipts of the Vendor) properly payable in connection with the transfer of the Purchased
                 Assets.

        (b)      The Purchaser and the Vendor agree to furnish or cause to be furnished to each other,
                 upon request, as promptly as practicable, such information and assistance relating to the
                 Purchased Assets and the Purchased Business as is reasonably necessary for the filing of
                 all Tax Returns and making of any election related to Taxes, the preparation for any audit
                 by any Governmental Authority (including the making of any SR&ED claims), and the
                 prosecution or defence of any Claim relating to any Tax Return. The Purchaser and the
                 Vendor shall cooperate with each other in the conduct of any audit or other proceeding
                                                   - 33 -

                related to Taxes involving the Purchased Business or the Purchased Assets and each shall
                execute and deliver such powers of attorney and other documents as are necessary to
                carry out the intent of this Section 6.4. In addition, the Purchaser and the Vendor agree to
                maintain or arrange for the maintenance of all records necessary to comply with this
                Section 6.4 for a period of seven (7) years from the Closing Date (or such longer period
                as may be reasonably requested in writing by the Purchaser or the Vendor) and each
                Party agrees to afford the other reasonable access to such records during normal business
                hours.

6.5             Change of Name

Forthwith after Closing, the Vendor shall take all steps necessary to change its corporate name to one
which do not include the words “Healthanywhere”.

6.6             Consent to Assignment of Leased Premises

The Vendor will use its commercially reasonable efforts within a period of forty-five (45) days following
the Closing Date to assist the Purchaser in obtaining the consents of all landlords to the assignment of the
Real Property Lease in respect of the Orbitor Drive Leased Premises to the Purchaser, each in a form
satisfactory to the Purchaser, acting reasonably.

6.7             Bulk Sales Act

In connection with the transactions contemplated by this Agreement, the Purchaser hereby waives
compliance with the provisions of the Bulk Sales Act (Ontario) and any equivalent or corresponding
provision under any other applicable provincial legislation.

6.8             Transition Services

The Vendor, at its sole cost and expense, will cause Advanced Knowledge Innovations Inc. to provide the
services of Nurith Rochon to the Purchaser for the purposes of transition for a period of thirty (30) days
following the Closing Date.

6.9             Personal Information

Following the Closing Date, the Purchaser shall, as required by and in accordance with applicable privacy
laws, notify the individuals whose personal information and user information has been or will be
disclosed or otherwise transferred to the Purchaser in the course of the transaction contemplated
hereunder that such transaction has taken place and that their personal information and/or user
information has been disclosed or otherwise transferred to the Purchaser. Following the Closing Date, the
Purchaser hereby covenants and agrees to use and disclose the personal information and user information
disclosed to it or it otherwise accessed pursuant to the transaction contemplated hereunder, only for those
purposes for which such personal information was initially collected unless (i) the Purchaser has first
notified such individual of such additional purpose, and where required by law, obtained the consent of
such individual to such additional purpose, or (ii) such use or disclosure is permitted or authorized by law,
without notice to, or consent from, such individual.
                                                  - 34 -

                                            ARTICLE VII
                                            EMPLOYMENT

7.1             Offer to Employ

On or prior to the Closing Date, the Purchaser will offer employment to the Vendor Personnel listed on
Schedule 4.23 of the Disclosure Letter (except, for greater certainty, Advanced Knowledge Innovations
Inc. or Nurith Rochon). In that regard, the Vendor agrees to assign to the Purchaser any written
employment and confidentiality, invention assignment and/or non-competition agreement with any
Vendor Personnel and any and all benefits and obligations thereunder.

7.2             Vendor’s Obligations

All employment matters relating to the Purchased Business, including salary and benefits accrued and not
paid up to and including the Closing Date, actions, causes of action, Claims and demands, and any
interest, award, judgment, penalties, costs or expenses relating thereto shall be the Vendor’s
responsibility.

                                            ARTICLE VIII
                               SURVIVAL AND INDEMNIFICATION

8.1             Survival of Vendor’s Representations and Warranties

The representations and warranties of the Vendor contained in this Agreement or any document or
certificate given pursuant to this Agreement shall survive the Closing for the benefit of the Purchaser as
follows:

        (a)     as to the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.13, 4.14 and
                4.26 and Sections 5.1, 5.2 and 5.7, indefinitely;

        (b)     as to Tax matters, until ninety (90) days after the expiration of all periods allowed for
                objecting and appealing the determination of any proceedings relating to any assessment
                or reassessment of the Subsidiary by any Governmental Authority in respect of any
                taxation period ending on or prior to the Closing or in which the Closing occurs unless a
                bona fide notice of a Claim shall have been made in writing before the expiry of that
                period, in which case the representation and warranty to which such notice applies shall
                survive in respect of that Claim until the final determination or settlement of that Claim;
                and

        (c)     as to all other matters, for a period of twelve (12) months, unless a bona fide notice of a
                Claim shall have been given in writing before the expiry of that period, in which case the
                representation and warranty to which such notice applies shall survive in respect of that
                Claim until the final determination or settlement of that Claim.

8.2             Survival of Purchaser’s Representations and Warranties

The representations and warranties of the Purchaser contained in this Agreement or any document or
certificate given pursuant to this Agreement shall survive the Closing for the benefit of the Vendor for a
period of twelve (12) months, unless a bona fide notice of a Claim for indemnity shall have been given in
writing before the expiry of that period, in which case the representation and warranty to which such
notice applies shall survive in respect of that Claim until the final determination or settlement of that
Claim.
                                                  - 35 -

8.3             Survival of Covenants

Except as otherwise provided in this Agreement, all covenants of the Vendor and the Purchaser, as the
case may be, contained in this Agreement or any document or certificate given pursuant to this
Agreement shall survive the Closing for the benefit of the Purchaser or the Vendor, as the case may be,
for the period of such covenant, subject only to applicable limitation periods imposed by applicable Law.

8.4             Indemnification

        (a)     The Vendor hereby indemnifies and holds the Purchaser and each of its shareholders,
                officers, directors, employees, agents, successors and assigns, harmless from and against
                any Claim, demand, action, cause of action, damage, loss (including lost profits), cost,
                liability or expense (including legal fees) which may be made or brought against the
                Purchaser or which the Purchaser may suffer or incur, directly or indirectly, in respect of,
                as a result of, or arising out of:

                 (i)    any non-fulfillment of any covenant on the part of the Vendor contained in this
                        Agreement or any document or certificate given pursuant to this Agreement; and

                (ii)    the failure of any representation or warranty made by the Vendor in this
                        Agreement (whether or not contained in Article IV) to be true and correct and as
                        of the Closing Date.

        (b)     The Purchaser hereby indemnifies and holds the Vendor and each of its shareholders,
                officers, directors, employees, agents, successors and assigns, harmless from and against
                any Claim, demand, action, cause of action, damage, loss (including lost profits), cost,
                liability or expense (including legal fees) which may be made or brought against the
                Vendor or which the Vendor may suffer or incur, in respect of, or arising out of:

                 (i)    any non-fulfillment of any covenant on the part of the Purchaser contained in this
                        Agreement or any document or certificate given pursuant to this Agreement;

                (ii)    the failure of any representation or warranty made by the Purchaser in this
                        Agreement whether or not contained in Article V) to be true and correct in all
                        respects as of the date of this Agreement and as of the Closing Date; and

               (iii)    any tax, interest, penalties or other amounts which may be assessed against the
                        Vendor arising from a determination that the conditions for filing the election
                        pursuant to subsection 167(1) of the GST Legislation have not been satisfied for
                        any reasons other than the inaccuracy or breach of any of the representations and
                        warranties made by the Vendor pursuant to Section 4.21(c) hereof or the
                        Purchaser’s failure to file the election on a timely basis.

        (c)     The obligations to indemnify and hold harmless pursuant to Section 8.4 shall survive the
                consummation of the transactions contemplated by this Agreement for the time periods
                set out in Section 8.1, except for Claims for indemnification asserted prior to the end of
                such periods, which Claims shall survive until final resolution thereof.

8.5             Procedure for Indemnification

        (a)     Within a reasonable period of time after the incurrence of any losses by any Person
                entitled to indemnification pursuant to Section 8.4 hereof (an “Indemnified Party”),
                                                   - 36 -

                including any Claim by a third Person described in Section 8.6, which might give rise to
                indemnification hereunder, the Indemnified Party shall deliver to the party from which
                indemnification is sought (the “Indemnifying Party”) a certificate (the “Certificate”),
                which Certificate shall:

                 (i)    state that the Indemnified Party has paid or properly accrued losses or anticipates
                        that it will incur liability for losses for which such Indemnified Party is entitled to
                        indemnification pursuant to this Agreement;

                (ii)    specify in reasonable detail each individual item of loss included in the amount
                        so stated, the date such item was paid or properly accrued, the basis for any
                        anticipated liability and the nature of the misrepresentation, breach of warranty,
                        breach of covenant or claim to which each such item is related and the
                        computation of the amount to which such Indemnified Party claims to be entitled
                        hereunder; and

               (iii)    be delivered to the Indemnified Party.

        (b)     In the event that the Indemnifying Party shall object to the indemnification of an
                Indemnified Party in respect of any claim or claims specified in any Certificate, the
                Indemnifying Party shall, within ten (10) days after receipt by the Indemnifying Party of
                such Certificate, deliver to the Indemnified Party a notice to such effect and the
                Indemnifying Party and the Indemnified Party shall, within the thirty (30) day period
                beginning on the date of receipt by the Indemnified Party of such objection, attempt in
                good faith to agree upon the rights of the respective parties with respect to each of such
                Claims to which the Indemnifying Party shall have so objected. If the Indemnified Party
                and the Indemnifying Party shall succeed in reaching agreement on their respective rights
                with respect to any of such Claims, the Indemnified Party and the Indemnifying Party
                shall promptly prepare and sign a memorandum setting forth such agreement. Should the
                Indemnified Party and the Indemnifying Party be unable to agree as to any particular item
                or items or amount or amounts, then the Indemnified Party and the Indemnifying Party
                shall submit such dispute for arbitration in accordance with Section 8.9. The party which
                receives a final judgment in such dispute shall be indemnified and held harmless for all
                reasonable attorney and consultant’s fees or expenses by the other party.

        (c)     Claims for losses specified in any Certificate to which an Indemnifying Party shall not
                object in writing within ten (10) days of receipt of such Certificate, Claims for losses the
                validity and amount of which have been the subject of arbitration as described in Section
                8.5(b) and Claims for losses the validity and amount of which shall have been the subject
                of a final arbitration, or shall have been settled with the consent of the Indemnifying
                Party, as described in Section 8.6 below, are hereinafter referred to, collectively, as
                “Agreed Claims”. Within ten (10) days of the determination of the amount of any
                Agreed Claims, the Indemnifying Party shall pay to the Indemnified Party an amount
                equal to the Agreed Claim by wire transfer in immediately available funds to the bank
                account or accounts designated by the Indemnified Party in a notice to the Indemnifying
                Party not less than two (2) Business Days prior to such payment.

8.6             Third Party Claims

If a Claim by a third Person is made against any Indemnified Party, and if such Indemnified Party intends
to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly
notify the Indemnifying Party of such Claim; provided that the failure to so notify shall not relieve the
                                                  - 37 -

Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is
actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after
receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the
Indemnified Party at the expense of the Indemnifying Party, of the settlement or defence thereof and the
Indemnified Party shall cooperate with it in connection therewith; provided that (a) the Indemnifying
Party shall permit the Indemnified Party to participate in such settlement or defence through counsel
chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by
such Indemnified Party; and (b) the Indemnifying Party shall promptly be entitled to assume the defence
of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation and
assumes and holds such Indemnified Party harmless from and against the full amount of any loss resulting
therefrom; and provided further that the Indemnifying Party shall not be entitled to assume control of such
defence and shall pay the fees and expenses of counsel retained by the Indemnified Party if: (i) the parties
agree, reasonably and in good faith, that such third Person Claim would give rise to losses which are more
than twice the amount indemnifiable by such Indemnifying Party pursuant to this Article VIII; (ii) the
Claim for indemnification relates to or arises in connection with any criminal proceeding, action,
indictment, allegation or investigation; (iii) the Claim seeks an injunction or equitable relief against the
Indemnified Party; (iv) the Indemnified Party has been advised in writing by counsel that a reasonable
likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (v)
the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit,
investigation, proceeding or other claim giving rise to such Claim for indemnification would be
detrimental to or injure the Indemnified Party’s reputation or future business prospects; or (vi) upon
petition by the Indemnified Party, the appropriate arbitrator decides that the Indemnifying Party failed or
is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to
employ separate counsel in any such action or Claim and to participate in the defence thereof, but the fees
and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (x) the
Indemnifying Party shall have failed, within a reasonable time after having been notified by the
Indemnified Party of the existence of such Claim as provided in the preceding sentence, to assume the
defence of such Claim; (y) the employment of such counsel has been specifically authorized in writing by
the Indemnifying Party, which authorization shall not be unreasonably withheld, conditioned or delayed;
or (z) the named parties to any such action include both such Indemnified Party and the Indemnifying
Party and such Indemnified Party shall have been advised in writing by such counsel that there may be
one or more legal defences available to the Indemnified Party which are not available to the Indemnifying
Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of
the Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such Claim in
good faith, the Indemnified Party shall not pay or settle any such Claim. Notwithstanding the foregoing,
the Indemnified Party shall have the right to pay or settle any such Claim, provided that in such event it
shall waive any right to indemnity therefor by the Indemnifying Party for such Claim unless the
Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does
not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice
of a Claim of indemnity hereunder that it elects to undertake the defence thereof, the Indemnified Party
shall have the right to contest, settle or compromise the Claim but shall not thereby waive any right to
indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the consent
of the Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying
Party pursuant to this Article VIII and does not include as an unconditional term thereof the giving by the
Person or Persons asserting such Claim to all Indemnified Parties of an unconditional release from all
liability with respect to such Claim or consent to entry of any judgment. The Indemnifying Party and the
Indemnified Party shall cooperate with each other in all reasonable respects in connection with the
defence of any Claim, including making available records relating to such Claim and furnishing, without
expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be
reasonably necessary for the preparation of the defence of any such Claim or for testimony as witnesses in
any proceeding relating to such claim.
                                                 - 38 -

8.7            Additional Rules and Procedures

Notwithstanding any other provision of this Agreement, the obligation of the Parties to indemnify each
other pursuant to this Article VIII shall also be subject to the following:

       (a)     if any third Person Claim is of a nature such that the Indemnified Party is required by
               applicable Law to make a payment to any Person with respect to such third Person Claim
               before the completion of settlement negotiations or related legal proceedings, the
               Indemnified Party may make such payment and the Indemnifying Party shall, forthwith
               after demand by the Indemnified Party, reimburse the Indemnified Party for any such
               payment. If the amount of any liability under the third Person Claim in respect of which
               such a payment was made, as finally determined, is less than the amount which was paid
               by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall,
               forthwith after receipt of the difference from such third Person, pay such difference to the
               Indemnifying Party;

       (b)     the Indemnifying Party and the Indemnified Party shall provide each other on an ongoing
               basis with all information which may be relevant to the other’s liability hereunder and
               shall supply copies of all relevant documentation promptly as they become available;

       (c)     the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply
               if the Claim or Claims in the aggregate exceed $150,000 (the “Threshold Amount”), at
               which point the Indemnifying Party will be obligated to indemnify the Indemnified Party
               for all Claims and not only the amount by which such Claims exceed the Threshold
               Amount; and

       (d)     the maximum amount of any Claim to be asserted pursuant to this Agreement shall be
               capped at an amount equal to fifty percent (50%) of the Market Price (as such term is
               defined in Policy 1.1 of the TSXV Corporate Finance Manual) of the Consideration
               Shares as at Business Day immediately preceding the Closing Date multiplied by
               3,500,000.

8.8            Rights Cumulative

The rights of indemnification contained in this Article VIII are cumulative and are in addition to every
other right or remedy of the Parties contained in this Agreement or otherwise.

8.9            Arbitration

       (a)     If any dispute or controversy shall occur between the parties relating to the interpretation
               or implementation of any of the provisions of this Agreement, such dispute shall be
               resolved by arbitration by a single arbitrator, if the Parties can agree upon one (1)
               arbitrator, or otherwise by three (3) arbitrators, of whom one shall be appointed by the
               Purchaser and one (1) shall be appointed by the Vendor and the third shall be appointed
               by the two (2) named arbitrators.

       (b)     Unless otherwise agreed to by the Parties, the arbitration shall be held in private in the
               City of Toronto. The arbitration shall proceed in accordance with the provisions of the
               Arbitration Act, 1991 (Ontario).

       (c)     The arbitrator shall have the power to proceed with the arbitration and to deliver his or
               her award notwithstanding the default by either Party in respect of any procedural order
                                                   - 39 -

                made by the arbitrator. The decision arrived at by the arbitrator shall be final and binding
                and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator
                may be entered in any court having jurisdiction.

        (d)     If a single arbitrator is used, all of the costs and expenses of the arbitration shall be borne
                equally by the Parties or in such other manner as the arbitrator may determine to be
                appropriate. If three (3) arbitrators are used the costs and expenses of the third arbitrator
                and of any experts engaged by such arbitrator shall be borne equally by the Parties and
                each Party shall pay the costs and expenses of the arbitrator appointed by it. Arbitration
                under this Section 8.9 shall be in substitution for and precludes the bringing of any action
                in any court by either Party.

                                              ARTICLE IX
                CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER

The obligation of the Purchaser to purchase the Purchased Assets and to assume the Assumed Liabilities
is subject to the fulfillment, performance and satisfaction of, or compliance with, each of the following
conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the
Purchaser and may be waived by the Purchaser in whole or in part).

9.1             Performance of Covenants

The Vendor shall have performed and complied with each obligation, agreement and covenant in this
Agreement required to be performed or complied with by it under this Agreement or any other agreement
or document contemplated by this Agreement at or prior to the Closing.

9.2             Good Standing Certificates

The Vendor shall have delivered to the Purchaser a certificate dated within two (2) days before the
Closing Date from the appropriate office of the jurisdiction of organization of each of the Vendor and the
Subsidiary, certifying that such entity is validly existing and in good standing under the laws of such
jurisdiction.

9.3             Officer’s Certificate

The Vendor shall have delivered to the Purchaser a certificate of a senior officer of the Vendor (in such
capacity and without personal liability), in form and substance reasonably satisfactory to the Purchaser:
(a) certifying that the Board of Directors and shareholders of the Vendor has adopted resolutions (in a
form attached to such certificate) authorizing the execution, delivery and performance of this Agreement
and the transactions contemplated herein, which resolutions are in full force and effect and have not been
superseded, amended or modified as of the Closing Date; (b) certifying that the Board of Directors of the
Subsidiary has adopted resolutions (in a form attached to such certificate) authorizing the transfer of the
Subsidiary Shares from the Vendor to the Purchaser, which resolutions are in full force and effect and
have not been superseded, amended or modified as of the Closing Date; and (c) certifying as to the
incumbency and signatures of the officers of the Vendor executing this Agreement and the other
transaction documents contemplated herein.

9.4             Authorizations, Consents and Approvals

All Governmental Authorizations, actions, approvals, orders and consents of, or declarations or filings
with, or expirations or terminations of waiting periods imposed by any Governmental Authority or other
Person necessary to effect the transactions contemplated by this Agreement or any other agreement or
                                                  - 40 -

document contemplated by this Agreement, shall have occurred, been filed or obtained, as the case may
be, including, where required by the terms thereof, the consents of all parties to Contracts relating to the
Purchased Business to the assignment of such Contracts to the Purchaser (excluding the landlords under
the Real Property Leases), each in a form satisfactory to the Purchaser.

9.5             Legal Impediments

        (a)     There shall not be in effect on the Closing Date any Laws or Claim restraining, enjoining
                or otherwise prohibiting or making illegal the consummation of any of the transactions
                contemplated in this Agreement; and

        (b)     There shall not be pending or threatened on the Closing Date any Claim or any other
                action in, before or by any Governmental Authority or any other Person which could
                reasonably be expected to result in the issuance of any order, or the enactment,
                promulgation or deemed applicability to the Purchaser, the Vendor, the Purchased
                Business or the Purchased Assets, or any transaction contemplated by this Agreement or
                any of the agreements or documents contemplated by this Agreement, to restrain or
                prohibit the completion of the transactions contemplated by this Agreement or to prevent
                or restrain the Purchaser from carrying on the Purchased Business as presently carried on.

9.6             Encumbrances

At the Closing Date, there shall be no Encumbrances against any of the Purchased Assets except for
Permitted Encumbrances.

9.7             Section 22 Election

The Vendor shall have executed an election as to the sale of Accounts Receivable under section 22 of the
Tax Act designating in such election the applicable portion of the Purchase Price set out in Schedule 3.2
of the Disclosure Letter paid by the Purchaser for the Accounts Receivable.

9.8             Clawback Agreement

The Vendor shall have executed and delivered to the Purchaser the Clawback Agreement, in the form
attached hereto as Exhibit 9.8.

9.9             Non-Competition Agreements

Each of the Vendor, Mario Pestrin and Robert Chafee shall have executed and delivered to the Purchaser
a Non-Competition Agreement, each in the form attached hereto as Exhibit 9.9.

9.10            The Subsidiary

The Vendor shall have delivered (a) certificates representing the Subsidiary Shares, together with duly
endorsed forms of transfer authorizing the transfer of the Subsidiary Shares to the Purchaser; (b) the
minute books, the corporate seal (if any) and all corporate records of the Subsidiary; and (c) resignations
of each of the directors and officers of the Subsidiary, together with releases in favour of the Subsidiary,
in form satisfaction to the Purchaser, in each case, with effect as of the Closing Date.
                                                     - 41 -

9.11             Receipt of Closing Documents

All documentation relating to the due authorization and completion of the purchase and sale of the
Purchased Business under this Agreement, and all actions and proceedings taken on or prior to the
Closing in connection with the performance by the Vendor of its obligations under this Agreement, shall
be satisfactory to, and shall have been approved by, the Purchaser and its counsel, and the Purchaser shall
have received copies of all such documentation or other evidence as it may reasonably request in order to
establish the consummation of the transactions contemplated hereby and the taking of all corporate
proceedings in connection therewith in compliance with these conditions, in form (as to certification and
otherwise) and substance satisfactory to the Purchaser.

If any of the foregoing conditions in this Article IX have not been fulfilled by Closing, the Purchaser may
terminate this Agreement by notice in writing to the Vendor, in which event the Purchaser is released
from all of its obligations under this Agreement, and unless the Purchaser can show that the condition
relied upon could easily have been performed by the Vendor, the Vendor is also released from all of its
obligations under this Agreement. Notwithstanding the foregoing, the Purchaser may waive compliance
with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in
the event of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for
the breach of any representation, warranty, covenant or condition contained in this Agreement.

                                                ARTICLE X
                    CONDITIONS OF CLOSING IN FAVOUR OF THE VENDOR

The obligation of the Vendor to sell the Purchased Business is subject to the fulfillment, performance and
satisfaction of, or compliance with, each of the following conditions precedent (each of which is
acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by the Vendor in
whole or in part).

10.1             Performance of Covenants

The Purchaser shall have performed and complied with each obligation, agreement and covenant in this
Agreement required to be performed or complied with by it under this Agreement or any other agreement
or document contemplated by this Agreement at or prior to the Closing. The Purchaser shall have
delivered to the Vendor at the Closing a certificate, duly executed by a senior officer of the Purchaser
acceptable to the Vendor, to such effect.

10.2             Good Standing Certificate

The Purchaser shall have delivered to the Vendor a certificate dated within two (2) days before the
Closing Date from the appropriate office of the jurisdiction of organization of the Purchaser, certifying
that such entity is validly existing and in good standing under the laws of such jurisdiction.

10.3             Officer’s Certificate

The Purchaser shall have delivered to the Vendor a certificate of a senior officer of the Purchaser (in such
capacity and without personal liability), in form and substance reasonably satisfactory to the Vendor: (a)
certifying that the Board of Directors of the Purchaser has adopted resolutions (in a form attached to such
certificate) authorizing the execution, delivery and performance of this Agreement and the transactions
contemplated herein, including the issuance of the Consideration Shares, which resolutions are in full
force and effect and have not been superseded, amended or modified as of the Closing Date; and (b)
certifying as to the incumbency and signatures of the officers of the Purchaser executing this Agreement
and the other transaction documents contemplated herein.
                                                     - 42 -

10.4             Legal Impediments

        (a)      There shall not be in effect on the Closing Date any Laws or Claim restraining, enjoining
                 or otherwise prohibiting or making illegal the consummation of any of the transaction
                 contemplated in this Agreement; and

        (b)      There shall not be pending or threatened on the Closing Date any Claim or any other
                 action in, before or by any Governmental Authority or any other Person which could
                 reasonably be expected to result in the issuance of any order, or the enactment,
                 promulgation or deemed applicability to the Purchaser, the Vendor, the Purchased
                 Business or the Purchased Assets, or any transaction contemplated by this Agreement or
                 any of the agreements or documents contemplated by this Agreement, to restrain or
                 prohibit the completion of the transactions contemplated by this Agreement or to prevent
                 or restrain the Purchaser from carrying on the Purchased Business as presently carried on.

10.5             Section 22 Election

The Purchaser shall have executed an election as to the sale of Accounts Receivable under section 22 of
the Tax Act designating in such election the applicable portion of the Purchase Price set out in Schedule
3.2 of the Disclosure Letter paid by the Purchaser for the Accounts Receivable. The Purchaser shall file
such election in the prescribed form within the prescribed time frame.

If any of the foregoing conditions in this Article X have not been fulfilled by Closing, the Vendor may
terminate this Agreement by notice in writing to the Purchaser, in which event the Vendor is released
from all of its obligations under this Agreement, and unless the Vendor can show that the condition relied
upon could easily have been performed by the Purchaser, the Purchaser is also released from all of its
obligations under this Agreement. Notwithstanding the foregoing, the Vendor may waive compliance
with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in
the event of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for
the breach of any representation, warranty, covenant or condition contained in this Agreement.

                                               ARTICLE XI
                                                 GENERAL

11.1             Notices

All notices, requests, demands or other communications required or permitted to be given by one Party to
another under this Agreement (each, a “Notice”) shall be given in writing and delivered by personal
delivery or delivery by recognized national courier, sent by facsimile transmission or delivered by
registered mail, postage prepaid, addressed as follows:

        If to the Purchaser:      175 Commerce Valley Drive West
                                  Suite 230
                                  Thornhill, Ontario
                                  L3T 7P6

                                  Attention:                  Peter Tassiopoulos
                                  Facsimile Number:           (905) 886-8996
                                                  - 43 -

        with a copy to:          Goodmans LLP
                                 Bay Adelaide Centre
                                 333 Bay Street, Suite 3400
                                 Toronto, Ontario
                                 M5H 2S7

                                 Attention:                Avi Greenspoon
                                 Facsimile Number:         (416) 597-4236

        If to the Vendor:        c/o Tonolli Canada Ltd.
                                 1333 Tonolli Road
                                 Mississauga, Ontario
                                 L4Y 4C2

                                 Attention:                Robert Chafee
                                 Facsimile Number:         (905) 896-3415

        with a copy to:          Aird & Berlis LLP
                                 Brookfield Place
                                 181 Bay Street, Suite 1800
                                 Toronto, Ontario
                                 M5J 2T9

                                 Attention:                Andrew Wilder
                                 Facsimile Number:         (416) 863-1515

or at such other address or facsimile number at which the addressee may from time to time notify the
addressor. Any Notice delivered by personal delivery or by courier to the Party to whom it is addressed
as provided above shall be deemed to have been given and received on the day it is so delivered at such
address. If such day is not a Business Day, or if the Notice is received after 4:00 p.m. (addressee’s local
time), then the Notice shall be deemed to have been given and received on the next Business Day. Any
Notice sent by prepaid registered mail shall be deemed to have been given and received on the fourth
Business Day following the date of its mailing. Any Notice transmitted by facsimile shall be deemed to
have been given and received on the day in which transmission is confirmed. If such day is not a
Business Day or if the facsimile transmission is received after 4:00 p.m. (addressee’s local time), then the
Notice shall be deemed to have been given and received on the first Business Day after its transmission.

11.2            Waiver

Except as otherwise expressly set out herein, no waiver of any provision of this Agreement shall be
binding unless it is in writing. No indulgence, forbearance or other accommodation by a Party shall
constitute a waiver of such Party’s right to insist on performance in full and in a timely manner of all
covenants in this Agreement or in any document delivered pursuant to this Agreement. Waiver of any
provision shall not be deemed to waive the same provision thereafter, or any other provision of this
Agreement at any time.

11.3            Severability

If any provision of this Agreement or portion thereof or the application thereof to any Person or
circumstance shall to any extent be illegal, invalid or unenforceable: (a) the remainder of this Agreement
or the application of such provision or portion thereof to any other Person or circumstance shall not be
affected thereby; and (b) the Parties will negotiate in good faith to amend this Agreement to implement
                                                  - 44 -

the intentions set forth in this Agreement. Each provision of this Agreement shall be legal, valid and
enforceable to the fullest extent permitted by law.

11.4            Assignment and Enurement

Neither this Agreement nor any benefits or burdens under this Agreement shall be assignable by either
Party, without the prior written consent of the other Party, which consent may be unreasonably withheld
or delayed. Subject to the foregoing, this Agreement shall enure to the benefit of and be binding upon the
Parties and their respective successors (including any successor by reason of amalgamation or merger of
either Party) and permitted assigns hereunder.

11.5            Expenses

Each Party shall pay its respective legal, accounting and other professional advisory fees, costs and
expenses incurred in connection with the negotiation, preparation and execution of this Agreement and all
documents and instruments executed or delivered pursuant to this Agreement, as well as any other fees,
costs and expenses incurred, unless otherwise specifically set out in this Agreement.

11.6            Further Assurances

The Parties shall do all such things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this Agreement, and each Party shall provide such further
documents or instruments required by any other Party as may be reasonably necessary or desirable to
effect the purpose of this Agreement and carry out its provisions.

11.7            Jurisdiction

Each of the Parties to this Agreement irrevocably submits to the non-exclusive jurisdiction of the courts
of the Province of Ontario.

11.8            Public Notices

All public notices to third parties and all other publicity concerning the matters contemplated by this
Agreement shall be jointly planned and coordinated by the Parties and neither Party shall act unilaterally
in this regard without the prior written approval of the other Party, except where the Party making such
notice is required to do so by law or any Governmental Authority, or any stock exchange, in
circumstances where prior consultation with the other Party is not practicable.

11.9            Third Party Beneficiaries

Except as otherwise provided in Section 8.4, the Vendor and the Purchaser intend that this Agreement
will not benefit or create any right or cause of action in favour of any Person, other than the Parties.
Except for the Indemnified Parties, no Person, other than the Parties, shall be entitled to rely on the
provisions of this Agreement in any action, suit, proceeding, hearing or other forum. Despite the
foregoing, the Vendor acknowledges to each of the Purchaser’s Indemnified Parties their direct rights
against it under Section 8.4 of this Agreement and the Purchaser acknowledges to each of the Vendor’s
Indemnified Parties their direct rights against it under Section 8.4 of this Agreement. To the extent
required by Law to give full effect to these direct rights, the Vendor and the Purchaser agree and
acknowledge that they are acting as agent and/or as trustee of their respective Indemnified Parties. The
Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any,
granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that
Person, including any Indemnified Parties.
                                                  - 45 -

11.10           Non-Merger

Except as otherwise expressly provided in this Agreement, the representations, warranties, covenants and
agreements shall not merge on and shall survive Closing and, notwithstanding Closing or any
investigation made by or on behalf of a Party, shall continue in full force and effect.

11.11           No Strict Construction

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties, and no presumption or burden of proof shall arise favouring or disfavouring either
Party by virtue of the authorship of any provision of this Agreement.

11.12           Language

The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to
this Agreement, including Notices, Exhibits and authorizations, have been and shall be drawn up in the
English language only. Les Parties aux présentes confirment leur volonté que cette convention, de même
que tous les documents, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en
anglais seulement.

11.13           Execution by Electronic Transmission

The signature of any of the Parties may be evidenced by a facsimile, scanned email or internet
transmission copy of this Agreement bearing such signature.

11.14           Counterparts

This Agreement may be signed in one or more counterparts, each of which so signed shall be deemed to
be an original, and such counterparts together shall constitute one and the same instrument.
Notwithstanding the date of execution or transmission of any counterpart, each counterpart shall be
deemed to have the effective date first written above.

                       [SIGNATURE PAGE TO IMMEDIATELY FOLLOW]
                                             - 46 -

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



                                               BIOSIGN TECHNOLOGIES INC.


                                               Per:    “Peter Tassiopoulos”
                                                       Name: Peter Tassiopoulos
                                                       Title: Chief Operating Officer


                                               HEALTHANYWHERE INC.


                                               Per:    “Mario Pestrin”
                                                       Name: Mario Pestrin
                                                       Title: Director

				
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