Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

---

Table of Contents

PRELIMINARY PROXY MATERIAL; SUBJECT TO COMPLETION, DATED [    •    ], 2013

BIOCLINICA, INC.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940

[    •    ], 2013

To Our Stockholders:

        You are most cordially invited to attend a special meeting of stockholders of BioClinica, Inc. at [    •    ], local time, on [    •    ], 2013, at the Company's principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940.

        At the special meeting, you will be asked to consider and vote on a proposal to adopt an agreement and plan of merger (the "Merger Agreement") by and among BioClinica, BioCore Holdings, Inc., a Delaware corporation ("Parent"), and BC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), dated January 29, 2013. The Merger Agreement provides for the merger of Purchaser with and into BioClinica, with BioClinica surviving (the "Merger"), following a tender offer by Purchaser (the "Offer") for the outstanding shares of BioClinica. If the Merger is consummated, you will be entitled to receive $7.25 per share in cash for each share of BioClinica common stock that you own, without interest and less any applicable withholding taxes.

        On January 29, 2013, the Board of Directors of BioClinica (the "Board of Directors"), unanimously (i) determined that the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of BioClinica and its stockholders; (ii) adopted the Merger Agreement and approved the transactions contemplated thereby; (iii) resolved to recommend acceptance of the Offer and, if required, adoption of the Merger Agreement by BioClinica's stockholders; and (iv) took all other actions necessary to exempt the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby from any "fair price," "moratorium," "control share acquisition," "interested stockholder," "business combination" or other similar statute or regulation.

        In addition, the Board of Directors also adopted a resolution approving an amendment to the Amended and Restated Rights Agreement, dated as of March 23, 2011, between BioClinica and Computershare Trust Company, N.A. (the "Rights Agreement") essentially providing that the Rights Agreement shall be inapplicable to the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger.

        On [March 11], 2013, Purchaser acquired [    •    ] shares of BioClinica common stock that were validly tendered and not withdrawn in the Offer, representing approximately [    •    ]% of the outstanding shares of BioClinica common stock. [Following expiration of the initial offering period, Purchaser announced a subsequent offering period that expires at 5:00 p.m., local time, on [    •    ], 2013.] [To-date, Purchaser has acquired an additional [    •    ] shares of BioClinica common stock during the subsequent offering period and owns an aggregate [    •    ] shares of BioClinica common stock, or approximately [    •    ]% of the outstanding shares of BioClinica common stock.]

        The Merger cannot be completed unless holders of a majority of the outstanding shares of BioClinica common stock entitled to vote as of the record date of the special meeting adopt the Merger Agreement. Purchaser has indicated that it intends to vote all of its shares in favor of adopting the Merger Agreement, which vote will be sufficient to assure adoption of the Merger Agreement at the special meeting. As a result, the affirmative vote of other BioClinica stockholders is not required to adopt the Merger Agreement. The completion of the Merger is also subject to the absence of any injunction or law prohibiting the consummation of the Merger. More information about the Merger is contained in the accompanying proxy statement.

---

Table of Contents

        The proxy statement additionally requests stockholder approval of, and contains information with respect to, a non-binding, advisory vote on certain executive compensation described in the proxy statement that will be payable as a result of the Merger.

        The Board of Directors unanimously recommends that stockholders vote FOR the adoption of the Merger Agreement and FOR the approval of the non-binding, advisory vote on certain executive compensation described in the proxy statement that will be payable as a result of the Merger. You do not need to attend the special meeting in order to vote. Whether or not you attend, after reading the proxy statement, please follow the instructions on your proxy card to submit your proxy. If you decide to attend the special meeting, please notify the inspector of elections at the special meeting that you wish to vote in person and your previously submitted proxy will not be voted.

        Please carefully consider the information set forth in the proxy statement and related materials and consult your financial, income tax or other professional advisors as appropriate.

        Do not send any stock certificates with your proxy.    If the Merger is completed, you will receive a letter of transmittal with instructions informing you how to surrender your stock certificates or book-entry shares to the paying agent in order to receive the merger consideration. You should use the letter of transmittal to exchange stock certificates or book-entry shares for the merger consideration to which you are entitled as a result of the Merger.

        Thank you for your continued support.

        THE MERGER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

        THE PROXY STATEMENT IS DATED [    •    ], 2013 AND IS FIRST BEING MAILED TO BIOCLINICA STOCKHOLDERS ON OR ABOUT [    •    ], 2013.

        THE PROXY STATEMENT WILL NOT BE MAILED TO BIOCLINICA STOCKHOLDERS UNTIL THE EXPIRATION OF THE TENDER OFFER.

---

Table of Contents

BIOCLINICA, INC.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held [    •    ], 2013

        A special meeting of stockholders, or Meeting, of BioClinica, Inc., a Delaware corporation, or the Company, will be held at our principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, on [    •    ], 2013, at [    •    ], local time, for the following purposes:

        1.     Adoption of the Merger Agreement.    To consider and vote on a proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 29, 2013, by and among BioClinica, BioCore Holdings, Inc., a Delaware corporation ("Parent"), and BC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"). Pursuant to the terms and conditions of the Merger Agreement: (a) Purchaser will merge with and into BioClinica (the "Merger") and BioClinica will continue after the Merger as the surviving corporation and a direct wholly-owned subsidiary of Parent, and (b) upon completion of the Merger, each outstanding share of BioClinica common stock, par value $0.00025 per share (other than any shares held in BioClinica's treasury, any shares owned by BioClinica's subsidiaries, Parent or Purchaser or any shares held by BioClinica stockholders who perfect appraisal rights in accordance with Delaware law), will be converted into the right to receive $7.25 in cash, without interest and less any applicable withholding taxes.

        2.     Non-Binding, Advisory Proposal Regarding Change of Control Compensation.    To consider and vote on a non-binding, advisory proposal regarding certain executive compensation payable as a result of the Merger, as described in the accompanying proxy statement.

        3.     Other Business.    To transact any other business that may properly come before the special meeting, or any adjournment or postponement of the special meeting, by or at the direction of the board of directors of BioClinica.

        Holders of our common stock, $0.00025 par value per share, of record at the close of business on [    •    ] are entitled to notice of and to vote at the Meeting, or any adjournment or adjournments thereof. A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania for a period of 10 days prior to the Meeting and will be available for examination at the Meeting. The Meeting may be adjourned from time to time without notice, other than by announcement at the Meeting.

        As a result of the Offer, Purchaser owns approximately [    •    ] shares of BioClinica common stock, representing approximately [    •    ]% of the outstanding shares of common stock. Purchaser has indicated that it intends to vote all of its shares in favor of adopting the Merger Agreement, and such vote will be sufficient to assure adoption of the Merger Agreement at the Meeting. As a result, the affirmative vote of other BioClinica stockholders is not required to adopt the Merger Agreement. Each proxy granted may be revoked by the stockholder appointing such proxy at any time before it is voted. If you receive more than one proxy card because your shares are registered in different names or addresses, each such proxy card should be signed and returned to ensure that all of your shares will be voted.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL STOCKHOLDER MEETING TO BE HELD ON [    •    ], 2013

        In accordance with rules approved by the Securities and Exchange Commission, we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to the Meeting. The rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the "full set delivery" option, we are delivering our proxy materials to our stockholders under the "traditional" method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible Web site.

---

Table of Contents

        Our proxy statement and proxy are enclosed. These materials are also available on the web site www.proxyvote.com.

Newtown, Pennsylvania
[    •    ], 2013

        THE MERGER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

        YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BIOCLINICA COMMON STOCK THAT YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.

---

Table of Contents

BIOCLINICA, INC.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940

---

PROXY STATEMENT

---

        This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of BioClinica, Inc., a Delaware corporation, referred to as the Company or BioClinica, we, us or our, of proxies to be voted at the Special Meeting of Stockholders of BioClinica to be held on [    •    ], 2013, referred to as the Meeting, at the Company's principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, at [    •    ], local time, and at any adjournment or adjournments thereof. Holders of record of common stock, $0.00025 par value, referred to as our common stock, as of the close of business on [    •    ], 2013, will be entitled to notice of and to vote at the Meeting and any adjournment or adjournments thereof. As of that date, there were [    •    ] shares of common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote on any matter presented at the Meeting. The aggregate number of votes entitled to be cast at the Meeting is [    •    ].

        If proxies in the accompanying form are properly executed and returned, the shares of common stock represented thereby will be voted in the manner specified therein. If not otherwise specified, the shares of common stock represented by the proxies will be voted: (i) FOR the adoption of the Agreement and Plan of Merger, dated as of January 29, 2013, by and among BioClinica, Parent and Purchaser (the "Merger Agreement"); (ii) FOR the approval of a non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger (as defined below); and (iii) in the discretion of the persons named in the enclosed form of proxy on any other proposals which may properly come before the Meeting or any adjournment or adjournments thereof. Any stockholder who has submitted a proxy may revoke it at any time before it is voted, by written notice addressed to and received by the Secretary of BioClinica, by submitting a duly executed proxy bearing a later date or by electing to vote in person at the Meeting. The mere presence at the Meeting of the person appointing a proxy does not, however, revoke the appointment.

        The presence, in person or by proxy, of holders of shares of common stock having, in the aggregate, a majority of the votes entitled to be cast at the Meeting shall constitute a quorum. The affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote as of the record date of the Meeting is required for the adoption of the Merger Agreement, provided a quorum is present in person or by proxy. Provided a quorum is present in person or by proxy, the approval of the non-binding advisory proposal regarding certain executive compensation that will be payable as a result of the merger requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Meeting and entitled to vote thereon.

        Abstentions are included in the shares present at the Meeting for purposes of determining whether a quorum is present, and are counted as a vote against for purposes of determining whether a proposal is approved. Broker non-votes (when shares are represented at the Meeting by a proxy conferring only limited authority to vote on certain matters and no authority to vote on other matters) are included in the determination of the number of shares represented at the Meeting for purposes of determining whether a quorum is present but are not counted for purposes of determining whether a proposal has been approved. Thus, a broker non-vote will have the effect as a vote against the adoption of the Merger Agreement but will have no effect on the outcome of the vote on the approval of the non-binding advisory proposal regarding certain executive compensation that will be payable as a result of the merger.

        This Proxy Statement, together with the related proxy card, is being mailed to our stockholders on or about [    •    ], 2013.

---

Table of Contents

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [    •    ], 2013.

        This Proxy Statement and accompanying notice and proxy card are available on the web site www.proxyvote.com.

---

Table of Contents

TABLE OF CONTENTS

---

Table of Contents

---

Table of Contents

i

---

Table of Contents

ii

---

Table of Contents

iii

---

Table of Contents

iv

---

Table of Contents

v

---

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE MERGER

        This section of the proxy statement provides brief answers to some of the questions that may be raised by the Merger Agreement and the Merger, but it may not contain all of the information about the Merger that is important to you. You are encouraged to read the entire proxy statement carefully, including the information in the annexes.

Q:

What is the proposed transaction?

A:

The proposed transaction is the acquisition of BioClinica by Parent, pursuant to the Merger Agreement. Once the Merger Agreement has been adopted by our stockholders at the Meeting and subject to the absence of any injunction or law prohibiting consummation of the Merger, Purchaser, a wholly-owned subsidiary of Parent, will be merged with and into BioClinica, with BioClinica surviving as a wholly-owned subsidiary of Parent.

Q:

What will I be entitled to receive in the Merger?

A:

Upon completion of the Merger, holders of BioClinica common stock (other than any shares held in BioClinica's treasury, any shares owned by BioClinica's subsidiaries, Parent or Purchaser, or any shares held by BioClinica stockholders who perfect appraisal rights in accordance with Delaware law), will be entitled to receive $7.25 in cash, without interest and less any required withholding taxes, for each share of BioClinica common stock held by them. Holders of BioClinica common stock will not own shares in the surviving corporation and will no longer hold any stock of BioClinica. Upon the consummation of the Merger, each outstanding stock option to purchase shares of BioClinica common stock will be cancelled and converted into the right to receive an amount in cash (subject to applicable withholding taxes) equal to (a) the excess, if any, of the merger consideration of $7.25 per share over the per share exercise price of the stock option, multiplied by (b) the number of shares of BioClinica common stock subject to the stock option.

Q:

Where and when is the Meeting?

A:

The Meeting will take place at BioClinica's principal executive offices located at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, on [    •    ], 2013, at [    •    ] a.m., local time.

Q:

May I attend the Meeting?

A:

All stockholders of record at the close of business on [    •    ], 2013, which is the record date for the Meeting, may attend the Meeting. In order to be admitted to the Meeting, a form of government-issued personal identification will be required.

In addition, if your shares are held in the name of a bank, broker or other holder of record, and you plan to attend the Meeting, you must present proof of your ownership of BioClinica common stock, such as a bank or brokerage account statement, to be admitted to the Meeting. You also must present a proxy issued to you by the holder of record of your shares at the Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the Meeting.

Q:

What other proposals are being voted on at the Meeting?

A:

In addition to the proposal to adopt the Merger Agreement, stockholders will vote at the Meeting on a non-binding, advisory proposal regarding certain executive compensation that will be payable as a result of the Merger.

1

---

Table of Contents

Q:

What vote of stockholders is required to approve the proposals?

A:

The Merger Agreement must be adopted by the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote as of the record date of the Meeting. The vote on the non-binding, advisory proposal regarding certain executive compensation that will be payable as a result of the Merger requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Meeting and entitled to vote thereon. As a result of the Offer, Purchaser owns [    •    ] shares of BioClinica common stock, representing approximately [    •    ]% of the outstanding shares of common stock. Purchaser has indicated that it will vote all such shares in favor of the proposals. Thus, the approval of both proposals is assured without the vote of any other stockholder.

Q:

How does the Board of Directors recommend that I vote?

A:

The Board of Directors recommends that you vote FOR the proposal to adopt the Merger Agreement and FOR the non-binding, advisory proposal regarding certain executive compensation that will be payable as a result of the Merger. Before voting, you should read "Proposal One: The Merger—Recommendation of the Board of Directors; Reasons for the Merger" for a discussion of the factors that the Board of Directors considered in deciding to recommend the adoption of the Merger Agreement.

Q:

Who may vote at the Meeting?

A:

You may vote at the Meeting if you were a holder of BioClinica common stock at the close of business on [    •    ], 2013, which is the record date for the Meeting.

Q:

How many shares are entitled to vote at the Meeting?

A:

Each share of BioClinica common stock on the record date is entitled to one vote on the proposal to adopt the Merger Agreement and one vote on the non-binding, advisory proposal regarding certain executive compensation that will be payable as a result of the Merger. As of the close of business on the record date, there were [    •    ] shares of BioClinica common stock outstanding held by approximately [    •    ] stockholders of record. See "The Meeting" beginning on page 7.

Q:

What does it mean if I get more than one proxy card?

A:

If you have shares of BioClinica common stock that are registered differently and are in more than one account, you will receive more than one proxy card. Please follow the directions for voting on each of the proxy cards you receive to ensure that all of your shares are voted.

Q:

How do I vote?

A:

In order to vote, you must either designate a proxy to vote on your behalf or attend the Meeting and vote your shares in person. The Board of Directors requests your proxy, even if you plan to attend the Meeting, so your shares will be counted toward a quorum and will be voted at the Meeting even if you later decide not to attend.

Q:

How can I vote in person at the Meeting?

A:

If you hold shares in your name as the stockholder of record, you may vote those shares in person at the Meeting by giving us a signed proxy card or ballot before voting is closed. If you want to do that, please bring a form of government-issued personal identification with you to the Meeting. Even if you plan to attend the Meeting, we recommend that you submit a proxy for your shares in advance as described above, so your vote will be counted even if you later decide not to attend. If

2

---

Table of Contents

you hold shares in "street name" (that is, through a broker, bank or other nominee), you may vote those shares in person at the Meeting only if you obtain and bring with you a signed proxy from the necessary nominees giving you the right to vote the shares. To do this, you should contact your broker, bank or other nominee.

Q:

How can I vote without attending the Meeting?

A:

If you hold shares in your name as the stockholder of record, then you received this proxy statement and a proxy card from us. In that event, you may complete, sign, date and return your proxy card in the postage-paid envelope provided. If your shares are held in street name, please follow the instructions on your proxy card to instruct your broker or other nominee to vote your shares. Without those instructions, your shares will not be voted.

Q:

How can I revoke my proxy?

A:

If you are a stockholder of record, you may change your mind and revoke your proxy at any time before it is voted at the Meeting by:

•

sending a written notice to revoke your proxy to the Secretary of BioClinica, 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, which must be received by BioClinica before the Meeting commences;

•

transmitting a proxy by mail at a later date than your prior proxy, which must be received by BioClinica before the Meeting commences; or

•

attending the Meeting and voting in person or by proxy. Please note that attendance at the Meeting will not by itself constitute revocation of a proxy.

If you hold your shares in street name, you should contact your broker, bank or other nominee if you wish to revoke your proxy.

Q:

What is a quorum?

A:

A quorum of the holders of the outstanding shares of BioClinica common stock must be present for the Meeting to be held. A quorum is present if the holders of a majority of the outstanding shares of BioClinica common stock, counted as a single class, entitled to vote are present at the Meeting, either in person or represented by proxy. Withheld votes, abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present. Since Purchaser currently owns approximately [    •    ]% of the outstanding shares of common stock, Purchaser's presence at the Meeting, in person or by proxy, is sufficient to constitute a quorum without the presence of any other BioClinica stockholder.

Q:

How are votes counted?

A:

You may vote "FOR," AGAINST or ABSTAIN from voting on each of the proposals. Abstentions will count for the purpose of determining whether a quorum is present, but will not count as votes cast on a proposal. If you ABSTAIN with respect to the proposal to adopt the Merger Agreement, it has the same effect as if you vote AGAINST the approval of that matter. However, abstentions will not have an effect on the outcome of the vote on the non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger.

A broker non-vote generally occurs when a broker, bank or other nominee holding shares on your behalf does not vote on a proposal because the nominee has not received your voting instructions and lacks discretionary power to vote the shares. Broker non-votes will count for the purpose of determining whether a quorum is present, but will not count as votes cast on a proposal. A broker

3

---

Table of Contents

non-vote will have the same effect as a vote AGAINST the adoption of the Merger Agreement, but will have no effect on the outcome of the vote on the non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger.

A properly executed proxy card received by the Secretary of BioClinica before the Meeting, and not revoked, will be voted as directed by you. If you properly execute and deliver your proxy card without indicating your vote, your shares will be voted FOR the adoption of the Merger Agreement and FOR the non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger.

Q:

Who will bear the costs of this solicitation?

A:

We will pay the costs of this solicitation, which will be made primarily by mail. Proxies also may be solicited in person, by telephone, facsimile or similar means, or by our directors, officers or employees without additional compensation.

Q:

When do you expect the Merger to be completed?

A:

We are working toward completing the Merger as soon as practicable, and assuming that no law or governmental order, judgment, decision, decree, injunction, ruling, writ or assessment prohibits the consummation of the Merger, we anticipate that the Merger will be completed promptly following the Meeting. See "The Merger Agreement—The Merger" beginning on page 37.

Q:

Should I send in my stock certificates now?

A:

No. Shortly after the Merger is completed, you will receive a letter of transmittal with instructions informing you how to surrender your stock certificates or book-entry shares to the paying agent in order to receive the merger consideration, without interest. You should use the letter of transmittal to exchange your BioClinica stock certificates or book-entry shares for the merger consideration to which you are entitled as a result of the Merger. If your shares are held in street name by your broker, you will receive instructions from your broker as to how to effect the surrender of your shares and receive cash for those shares. Do not send any stock certificates with your proxy.

Q:

What do I need to do now?

A:

We encourage you to read this proxy statement carefully in its entirety, including its annexes, and to consider how the Merger affects you. If you are a stockholder of record, then you can ensure that your shares are voted at the Meeting by completing, signing and dating the enclosed proxy card and returning it in the envelope provided. If you hold your shares in "street name," you can ensure that your shares are voted at the Meeting by instructing your broker on how to vote, as discussed below.

4

---

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements concerning the ability of BioClinica to complete the Merger. These statements relate to expectations concerning matters that are not historical facts. Words such as "projects," "believes," "anticipates," "will," "estimates," "plans," "expects," "intends," and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are based on the current expectations, assumptions, estimates and projections about BioClinica and the industries in which BioClinica operates. These forward-looking statements involve known and unknown risks that may cause BioClinica's actual results and performance to be materially different from the future results and performance stated or implied by the forward-looking statements. In light of the significant uncertainties inherent in the forward-looking information included in this discussion, the inclusion of such information should not be regarded as a representation by BioClinica or any other person that BioClinica's objectives or plans will be achieved. Important factors which could cause our actual results to differ materially from those expressed or implied in the forward-looking statements are detailed in filings with the SEC made from time to time by BioClinica, including BioClinica's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and the following:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;



•

risks associated with the closing of the Merger, including the possibility that the Merger may not occur due to the failure of the parties to satisfy the conditions in the Merger Agreement;



•

the failure of BioClinica to obtain required stockholder approval;



•

the inability of the parties to secure required governmental or third party consents to and authorizations for the Merger;



•

the occurrence of events that would have a material adverse effect on BioClinica as described in the Merger Agreement; and



•

the effect of the announcement of the Merger on BioClinica's customer relationships, operating results and business generally, including BioClinica's ability to retain key employees.

        You should not place undue reliance on forward-looking statements. BioClinica cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement represent BioClinica's views as of the date of this proxy statement, and it should not be assumed that the statements made herein remain accurate as of any future date. Moreover, BioClinica assumes no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

INFORMATION ABOUT BIOCLINICA

        BioClinica provides integrated clinical research technology solutions to pharmaceutical, biotechnology, medical device companies and other organizations such as contract research organizations, or CROs, engaged in global clinical studies. BioClinica's products and services include: medical image management, electronic image transport and archive solutions, electronic data capture, clinical data management, interactive voice and web response, clinical trial supply forecasting tools and clinical trial management software solutions. By supplying enterprise-class software and hosted solutions accompanied by expert services to fully utilize these tools, BioClinica believes that its offerings provide its clients, large and small, improved speed and efficiency in the execution of clinical studies, with reduced clinical and business risk.

5

---

Table of Contents

        BioClinica's solutions support clinical stage research and development, or R&D, functions for our clients, and specifically, the collection, cleaning, and reporting of data related to their clinical trials. For large pharmaceutical and biotechnology companies, outsourcing these services to BioClinica is a cost effective alternative to the fixed cost model associated with internal drug development. Moreover, these large companies can benefit from BioClinica's technical resource pool, broad therapeutic expertise, and global infrastructure to support simultaneous multi-country clinical trials. For smaller companies, BioClinica provides the focused expertise and the manpower that they simply may not have in-house to pursue the resource-intensive clinical stages of drug development.

        BioClinica's vision is to build critical mass in the complementary disciplines of clinical research related to data collection and processing—especially those which can benefit from our information technology products and support services—and to integrate these offerings in ways that yield efficiency and value for our clients. BioClinica's goal is to provide demonstrable benefits to sponsor clients through this strategy, that is, more reliable, faster and less expensive drug development. BioClinica believes that the outsourcing of these services should continue to increase in the future because of continued pressure on clinical trial sponsors, including factors such as: the need to more tightly manage costs, capacity limitations, reductions in marketing exclusivity periods, the desire to reduce development time, increased globalization of clinical trials, productivity challenges, imminent patent expirations, and more stringent regulation. BioClinica believes these trends will continue to create opportunities for companies like BioClinica that are focused on improving the efficiency of drug and medical device development.

        BioClinica was incorporated in Delaware in 1987 under the name Wise Ventures, Inc. BioClinica's name was changed to Bio-Imaging Technologies, Inc. in 1991 and to BioClinica, Inc. in 2009. The address of BioClinica's principal executive offices is 826 Newtown-Yardley Road, Newtown, Pennsylvania, 18940, and BioClinica's telephone number is 267-757-3000

INFORMATION ABOUT PARENT, PURCHASER AND AFFILIATES

        Purchaser, a Delaware corporation, was incorporated on January 22, 2013 solely for the purpose of the Merger. Its business address is 450 Lexington Avenue, 31st Floor, New York, New York 10017, and its telephone number at that address is (212) 286-8600. To-date, Purchaser has engaged in no activities other than those incident to its formation and to the Offer and Merger. As a result of the Offer, Purchaser currently owns [    •    ] shares of BioClinica common stock, representing approximately [    •    ]% of the outstanding shares of common stock Purchaser is a wholly-owned subsidiary of Parent.

        Parent, a Delaware corporation, was incorporated on January 22, 2013. Its business address is 450 Lexington Avenue, 31st Floor, New York, New York 10017, and its telephone number at that address is (212) 286-8600. Contemporaneously with its execution of the Merger Agreement, Parent also executed the CoreLabs Purchase Agreement. CoreLabs is a provider of medical imaging services and cardiac safety solutions for clinical trials. The terms and conditions of the CoreLabs Purchase Agreement have not been publicly disclosed, however the closing of the transactions contemplated therein is conditioned upon the closing of the Merger. To-date, Parent has engaged in no activities other than those incident to its formation, the Offer, the Merger, the CoreLabs Purchase Agreement and the related financing. Parent is a wholly-owned subsidiary of BioCore Holdings, LLC, a Delaware limited liability company ("Intermediate Holdco").

        Intermediate Holdco, a Delaware limited liability company, was formed on January 29, 2013. Its business address is 450 Lexington Avenue, 31st Floor, New York, New York 10017, and its telephone number at that address is (212) 286-8600. To-date, Intermediate Holdco has engaged in no activities other than those incident to its formation and to the Offer and Merger. Intermediate Holdco has one member, JLL ICE Holdings, LLC, a Delaware limited liability company ("Holdco").

6

---

Table of Contents

        Holdco, a Delaware limited liability company, was formed on January 22, 2013. Its business address is 450 Lexington Avenue, 31st Floor, New York, New York 10017, and its telephone number at that address is (212) 286-8600. The Sponsor was the sole initial member of Holdco. Contemporaneously with the execution of the Merger Agreement by Parent and Purchaser, Holdco executed an investment agreement pursuant to which affiliates of Ampersand and SVLS invested in Holdco upon the closing of the Offer (the "Investment Agreement"). Following the closing of the Offer, the Sponsor continued to be the majority and controlling member of Holdco. To-date, Holdco has engaged in no activities other than those incident to its formation, the Offer, the Merger, the Investment Agreement and the related financing.

        The general partner of the Sponsor is JLL Associates VI, L.P., a Delaware limited partnership ("JLL Associates VI LP"), and the general partner of JLL Associates VI, L.P. is JLL Associates G.P. VI, LLC, a Delaware limited liability company ("JLL Associates VI LLC" and, together with JLL Associates VI LP and its affiliates, including JLL Partners, Inc., "JLL"). Paul S. Levy, a Managing Director of JLL, is the sole member of JLL Associates VI LLC. The business address for each of the foregoing entities is 450 Lexington Avenue, 31st Floor, New York, New York 10017, and the telephone number at that address for each such entity is (212) 286-8600. Pursuant to the Investment Agreement, upon the closing of the Offer, the parties to the Investment Agreement contributed an aggregate of $[    •    ] to Parent in order to fund the acquisition of shares pursuant to the Offer and the Merger.

        JLL is a New York-based leading private equity investment firm with approximately $4 billion of capital under management. JLL's investment philosophy is to partner with outstanding management teams and invest in companies that they can continue to grow into market leaders. JLL has invested in a variety of industries, with special focus on the healthcare and pharmaceutical services industries. More information on JLL can be found on the website www.jllpartners.com. The information contained in, accessible from or connected to JLL's website is not incorporated into, or otherwise a part of, this Offer to Purchase.

THE MEETING

Date, Time, Place and Purpose of the Meeting

        This proxy statement is being furnished to BioClinica stockholders as part of the solicitation of proxies by the Board of Directors for use at the Meeting be held at BioClinica's principal executive offices located at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, on [    •    ], 2013, at [    •    ] a.m., local time. The purpose of the Meeting is to consider and vote upon a proposal to adopt the Merger Agreement and a non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger. Our stockholders must adopt the Merger Agreement in order for the Merger to occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated by reference herein.

        The Board of Directors has unanimously (i) determined that the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of BioClinica and its stockholders; (ii) adopted the Merger Agreement and approved the transactions contemplated thereby; (iii) resolved to recommend acceptance of the Offer and, if required, adoption of the Merger Agreement by BioClinica's stockholders; and (iv) taken all other actions necessary to exempt the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby from any "fair price," "moratorium," "control share acquisition," "interested stockholder," "business combination" or other similar statute or regulation. In addition, the Board of Directors also has adopted a resolution approving an amendment to the Rights Agreement essentially providing that the Rights Agreement shall be inapplicable to the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger.

7

---

Table of Contents

Record Date and Quorum

        The holders of record of BioClinica common stock at the close of business on [    •    ], 2013, which is the record date for the Meeting, are entitled to receive notice of, and to vote at, the Meeting. Each holder will have one vote for each share of BioClinica common stock that such holder owns on the record date. As of the close of business on the record date, there were [    •    ] shares of BioClinica common stock outstanding held by approximately [    •    ] stockholders of record.

        The holders of a majority of the outstanding shares of BioClinica common stock at the close of business on the record date represented in person or by proxy will constitute a quorum for purposes of the Meeting. A quorum is necessary to hold the Meeting. Any shares of common stock held in treasury by BioClinica or by any of our subsidiaries are not considered to be outstanding for purposes of determining whether a quorum is present. Once a share is represented at the Meeting, it will be counted for the purpose of determining a quorum at the Meeting and any adjournment or postponement of the Meeting. However, if a new record date is set for the adjourned or postponed Meeting, then a new quorum will have to be established. If a quorum is not present, the Meeting may be adjourned or postponed from time to time without further notice, if the time and place of the adjourned or postponed meeting are announced at the Meeting, until a quorum is obtained. Since Purchaser currently owns approximately [    •    ]% of the outstanding shares of BioClinica common stock, Purchaser's presence at the Meeting, in person or by proxy, is sufficient to constitute a quorum without the presence of any other BioClinica stockholder.

Vote Required

        Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote as of the record date of the Meeting. Each outstanding share of BioClinica common stock on the record date entitles the holder to one vote on this proposal.

        Approval of the non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the Meeting and entitled to vote thereon. Each outstanding share of BioClinica common stock on the record date entitles the holder to one vote on this proposal.

        Purchaser currently owns approximately [    •    ]% of the outstanding shares of BioClinica common stock and has indicated that it intends to vote its shares in favor of both proposals. Thus, the approval of both proposals is assured without the vote of any other stockholder.

Proxies; Revocability of Proxies

        If you are a stockholder of record and submit a proxy by mail, your shares will be voted at the Meeting as you indicate on your proxy card. If no instructions are indicated on your proxy card, your shares of BioClinica common stock will be voted FOR the adoption of the Merger Agreement and FOR the non-binding, advisory proposal regarding certain executive compensation payable as a result of the Merger.

        If your shares are held in street name by your broker, bank or other nominee, you should instruct your broker how to vote your shares using the instructions provided by your broker. If you have not received voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee for directions on how to vote your shares. Brokers who hold shares in street name for customers may not be permitted to exercise their voting discretion with respect to the approval of the proposals before the Meeting and in such instance, absent specific instructions from the beneficial owner of such shares, are not empowered to vote such shares with

8

---

Table of Contents

respect to the adoption of the Merger Agreement. Such shares will constitute "broker non-votes." shares of common stock held by persons attending the Meeting but not voting, or shares for which BioClinica has received proxies with respect to which holders have abstained from voting, will be considered abstentions. Abstentions and broker non-votes will be treated as shares that are present and entitled to vote at the Meeting for purposes of determining whether a quorum exists, but will have the same effect as a vote AGAINST adoption of the Merger Agreement. However, abstentions and broker non-votes will have no effect on the outcome of the vote on the non-binding, advisory proposal regarding certain executive compensation described below that will be payable as a result of the Merger.

        You may revoke your proxy at any time before the vote is taken at the Meeting. To revoke your proxy, you must advise the Secretary of BioClinica, 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, in writing, submit a proxy dated after the date of the proxy you wish to revoke or attend the Meeting and vote your shares in person. Attendance at the Meeting will not by itself constitute revocation of a proxy.

        Please note that if you have instructed your broker to vote your shares, the options for revoking your proxy described in the paragraph above do not apply and instead you must follow the directions provided by your broker to change these instructions.

        The Board of Directors is not aware of any matter to be presented for action at the Meeting other than the adoption of the Merger Agreement and the non-binding, advisory proposal regarding certain executive compensation that will be payable as a result of the Merger, and does not intend to bring any other matters before the Meeting.

Solicitation of Proxies

        We will pay the costs associated with this proxy solicitation. In addition to soliciting proxies by mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services.

PROPOSAL ONE: THE MERGER

        This section of the proxy statement describes certain material aspects of the Merger, but it may not contain all of the information about the Merger that is important to you. For a more complete understanding of the Merger, we encourage you to carefully read this entire proxy statement, including the copy of the Merger Agreement attached to this proxy statement as Annex A, in its entirety.

Background of the Merger

        The decision by the Board of Directors to approve the Merger Agreement was the outcome of more than an eight-month process in which 17 private equity funds and four potential strategic partners were contacted to assess potential strategic alternatives available to BioClinica in an effort to maximize delivered stockholder value. The Board of Directors considered numerous factors when approving the Merger Agreement, as more fully set forth below in the section entitled "Proposal One: The Merger—Recommendation of the Board of Directors; Reasons for the Merger" such as various stock market conditions negatively impacting BioClinica, including the relative performance of BioClinica's common stock in the public trading market and low trading volume relative to its positive business developments this past year, coupled with the increasing cost of being a public company in the United States.

        On May 16, 2012, the Board of Directors met with BioClinica senior management and Morgan, Lewis & Bockius, LLP ("Morgan Lewis"), BioClinica's outside legal counsel, and Excel, to discuss BioClinica's status as a publicly-traded company and to discuss potential strategic alternatives through

9

---

Table of Contents

which BioClinica could increase stockholder value. There was a discussion of potential alternative strategic transactions through which the Board of Directors could potentially increase stockholder value. Following these discussions, the Board of Directors decided to move forward with an exploratory process regarding potential strategic alternatives while reiterating that BioClinica was not up for sale at that time. Morgan Lewis then discussed with the members of the Board of Directors their fiduciary duties related to the exploratory process. The Board of Directors considered the engagement of Excel to assist BioClinica in connection with its efforts to explore potential strategic alternatives. In addition, the Board of Directors decided to form a strategic committee (the "Committee") to review potential strategic alternatives going forward. The purpose of the Committee was to (i) review and negotiate any potential transaction and (ii) make recommendations to the Board of Directors, in order to streamline the process for the Board of Directors. The Committee consisted of Dr. Nowicki, Mr. Coyne, Mr. Parker and Ms. LoCastro, each of whom is an independent director within the meaning of the applicable rules of the NASDAQ Global Market. The Board of Directors chose these individuals to be members of the Committee because of the Board of Directors' determination that they were independent, disinterested directors and because they had experience with strategic alternatives by virtue of their experience with other public companies. The Board of Directors also agreed that Dr. Nowicki would lead this process and any negotiations, and he would coordinate directly with Morgan Lewis and Excel.

        Following the meeting on May 16, 2012, the Committee and Excel negotiated an engagement letter whereby Excel would act as BioClinica's financial advisor during the exploratory process with respect to a potential transaction. On June 8, 2012, BioClinica formally engaged Excel. The Committee authorized Excel to conduct a preliminary review of potential private equity acquirers and to determine the market's receptiveness to a potential sale process. The Committee determined to focus on private equity firms during the initial stages of the process, and not to approach strategic buyers until later in the process in order to avoid disclosing confidential information to BioClinica's potential competitors if the Committee ultimately determined not to pursue a sale process.

        Beginning in June, at the direction of the Committee, Excel introduced BioClinica to several potential private equity acquirers. Several of these potential private equity acquirers executed non-disclosure agreements and met with members of BioClinica's management team and Excel. They were provided with financial projections prepared by BioClinica management and other information about BioClinica. These firms were asked to provide an indication of interest in pursuing a transaction with BioClinica. JLL was contacted during this period but declined to participate in the process at that time.

        On August 13, 2012, the Committee held a telephonic meeting which was also attended by Excel and Morgan Lewis. Representatives of Excel updated the Committee regarding discussions with potential private equity partners and a non-competitive strategic partner that had taken place, indicating that three of the potential private equity partners had indicated an interest in a potential transaction. The Committee determined that the financial terms proposed by these private equity firms were below those deemed acceptable by the Committee. There was then a discussion regarding whether it would be advisable to contact potential strategic partners at this point in the process. After further discussion, the Committee instructed Excel to reach out to the potential strategic partners mentioned during the meeting.

        On August 15, 2012, the Board of Directors met with BioClinica senior management, Excel and Morgan Lewis. During this meeting, Excel updated the Board of Directors regarding recent conversations with potential private equity partners. The Board of Directors discussed the results of the conversations and reviewed BioClinica's strategic plan. The Board of Directors determined that, unless BioClinica received a financially-acceptable offer, a strategic transaction may not be in the best interests of the stockholders at that time. The Board of Directors and management discussed three potential avenues through which stockholder value could be maximized: (i) a sale of BioClinica to a

10

---

Table of Contents

strategic or private equity partner; (ii) an acquisition by BioClinica of a strategic partner; or (iii) an internal review of the operations of BioClinica in an effort to increase value. After a discussion of the alternatives, the Board of Directors determined that it would be in the best interests of the stockholders of BioClinica to explore all three potential opportunities simultaneously, including authorizing Excel to expand its outreach to potential private equity and strategic acquirers.

        During September 2012, BioClinica executed non-disclosure agreements with two potential strategic acquirers ("Strategic Buyer A" and "Strategic Buyer B") and provided them with preliminary due diligence information about BioClinica. On September 25, 2012 and September 27, members of BioClinica management and Excel met with Strategic Buyers A and B, respectively, and presented an overview of BioClinica, including projections prepared by BioClinica management. Subsequent to the meetings, BioClinica and Excel continued to hold discussions and share information with both Strategic Buyer A and Strategic Buyer B.

        On October 12, 2012, Excel was contacted by a representative of JLL stating its interest in BioClinica. After JLL executed a non-disclosure agreement on October 15, 2012, BioClinica management and Excel met with JLL on October 16, 2012 to present an overview of BioClinica and share financial information including projections prepared by BioClinica management.

        On October 17, 2012, Strategic Buyer A informed Excel that it would not pursue a transaction.

        Also on October 17, 2012, BioClinica received a preliminary indication of interest from Strategic Buyer B. The preliminary indication of interest from Strategic Buyer B was in the price range of $6.85 to $7.26 per share. This preliminary indication of interest was subject to many conditions, including additional due diligence and approval by the board of Strategic Buyer B.

        On October 22, 2012, the Committee held a telephonic meeting with Excel and Morgan Lewis to discuss recent updates in Excel's discussions with potential strategic and private equity partners. Excel reported that aside from Strategic Buyer B, the other potential strategic partners had not shown an interest in a potential deal. The Committee granted Excel authority to follow up with Strategic Buyer B in order to clarify the indication of interest and to gauge the seriousness of the offer. Morgan Lewis again reviewed with the Committee its fiduciary duties and responsibilities.

        At BioClinica's direction, Excel shared information and held discussions with both JLL and Strategic Buyer B from October 22, 2012 through November 14, 2012.

        On October 26, 2012, the Committee agreed to engage Richards, Layton & Finger, P.A. ("RLF") to work with Morgan Lewis as Delaware counsel to assist the Board of Directors in understanding its fiduciary duties under Delaware law.

        On November 12, 2012, representatives of JLL met for dinner with BioClinica senior management and Excel in Princeton, NJ.

        On November 14, 2012, the Board of Directors met with BioClinica senior management, Excel and Morgan Lewis. Excel updated the Board of Directors regarding its discussions with potential strategic and private equity partners. Excel reported to the Board of Directors that although the senior management of Strategic Buyer B indicated that it was serious about pursuing a transaction, the board of Strategic Buyer B declined to authorize the submission of a formal bid. The Board of Directors reviewed the costs of remaining a public company, potential growth opportunities for BioClinica and the relative lack of trading in BioClinica's common stock. The Board of Directors determined that it was in the best interests of BioClinica's stockholders to move forward with reviewing potential strategic opportunities while continuing to work to improve the growth potential of BioClinica.

11

---

Table of Contents

        Later that same day, after the Board of Directors meeting, Excel received and forwarded to the Board of Directors a letter from JLL indicating that JLL was interested in acquiring 100% of the outstanding shares of BioClinica at a price per share of $7.00 - $7.25 in cash and not subject to a financing contingency, subject to customary due diligence requirements and the entry by BioClinica into an exclusivity period during which JLL would complete the due diligence process and negotiate the transaction with BioClinica.

        On November 19, 2012, the Committee met with Excel and Morgan Lewis to review the JLL indication of interest as well as the status of the other potential strategic and private equity partners. Excel presented its analysis of the financial terms proposed by JLL; and Excel and Morgan Lewis presented to the Committee a background report on JLL. The Committee noted that Strategic Buyer B had indicated to Excel its decision not to submit a final bid to BioClinica. Following the review, the Committee discussed JLL's request for exclusivity with Excel and Morgan Lewis. Excel reported to the Committee that throughout the process, they had contacted 17 private equity funds and four potential strategic partners, of which, 15 funds or companies signed Non-Disclosure Agreements and participated in meetings with senior management of BioClinica. Morgan Lewis reviewed the fiduciary responsibilities of the Committee with regard to the granting of exclusivity to a bidder and the Committee discussed the lack of any other serious potential partners at that time, the financial terms of JLL's proposal not being subject to any financing contingency and circumstances that would allow JLL to expedite its due diligence review. After a lengthy discussion, the Committee decided to grant JLL 30 days of exclusivity during which JLL could conduct its due diligence review of BioClinica and submit its final offer, so long as the final offer from JLL was no lower than the high end of the range.

        After the meeting, the Committee, Excel and Morgan Lewis negotiated an exclusivity letter with JLL, which was executed on November 23, 2012. In the letter, JLL confirmed that it would be prepared to offer $7.25 per share subject to its due diligence review.

        On December 4, 2012, representatives of JLL met with BioClinica senior management and Excel in Morgan Lewis' Philadelphia, PA offices to review BioClinica's strategic plan and business prospects.

        On December 10, 2012, Excel posted a copy of a form of merger agreement to the data room.

        On December 26, 2012, JLL requested an extension of the exclusivity period from December 23, 2012 to January 15, 2013. In addition, JLL disclosed that they were considering purchasing a third party in a similar industry that could be synergistic with the BioClinica acquisition. The private equity firm that owns a majority of this third party requested access to certain BioClinica due diligence materials.

        On December 28, 2012, the Committee met to discuss the current status of the negotiations, the request for an extension of exclusivity and the third party due diligence request. The Committee agreed to extend the exclusivity period with JLL until January 11, 2013. At that time, the Committee also decided not to open due diligence to the third party private equity firm at this stage.

        On December 28, 2012, Morgan Lewis spoke with Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), JLL's outside legal counsel, to relay this position.

        On December 29, 2012, Excel spoke to JLL, and JLL again requested offering the third-party private equity firm limited due diligence.

        On the morning of January 2, 2013, the BioClinica's Chairman spoke to JLL, and JLL again asked for an extension of its exclusivity period, and stated the following: (i) there were certain financial issues that were discussed, including a concern regarding BioClinica's projected capital expenditures in the coming years, during due diligence which raised concerns regarding the $7.25 offer price for BioClinica alone, but that JLL was more confident with the $7.25 offer price if JLL was also able to acquire such third party; (ii) JLL was willing to deal with the third-party private equity firm directly so BioClinica management would not be distracted; and (iii) BioClinica management could work with JLL to redact

12

---

Table of Contents

confidential information. Throughout this process, Excel, on behalf and at the direction of the Committee, negotiated with JLL to seek an offer greater than $7.25 per share, while JLL communicated to Excel that as a result of projected increased capital expenditures, it was considering revising its offer to less than $7.25 per share, which Excel relayed to the Committee.

        With this new information, the Committee met by teleconference again during the afternoon of January 2, 2013, with Excel and Morgan Lewis on the call. The Committee decided to allow the third-party private equity firm to review certain due diligence materials subject to the conditions discussed above, as well as extend exclusivity until January 23, 2013.

        Following the Committee call, Morgan Lewis called Skadden to discuss an amendment to the non-disclosure agreement between the parties to provide for the decision of the Committee discussed above. On January 3, 2013, the parties executed an amended non-disclosure agreement and extension of exclusivity until January 23, 2013.

        On January 11, 2013, BioClinica senior management met with Excel, JLL and the third-party private equity firm to discuss the ongoing due diligence review process.

        On January 14, 2013, BioClinica senior management met in person with Ernst & Young LLP, JLL's accounting advisors. Also on January 14, 2013, Morgan Lewis discussed due diligence issues with Skadden.

        On January 17, 2013, Morgan Lewis received comments on the initial draft of the Merger Agreement from Skadden.

        Throughout the weekend, Excel corresponded with JLL and Morgan Lewis corresponded with Skadden regarding high-level issues in the Merger Agreement.

        On January 22, 2013, BioClinica senior management met with JLL and a consortium of potential lenders. Additionally, on January 22, 2013, Morgan Lewis circulated a revised draft of the Merger Agreement.

        On January 23, 2013, JLL confirmed their prior offer of $7.25 per share. The Committee then met telephonically with BioClinica senior management, Excel and Morgan Lewis to discuss JLL's offer and the revised draft of the Merger Agreement. After the discussion, the Committee agreed to recommend the offer and the revised draft of the Merger Agreement to the Board of Directors.

        On January 25, 2013, the Board of Directors met with BioClinica senior management, Excel and Morgan Lewis to discuss JLL's offer and the revised draft of the Merger Agreement and to consider the Committee's recommendation. Excel made a presentation and delivered its oral opinion as to the fairness, from a financial point of view, of the consideration to be received by BioClinica's stockholders (other than BioClinica, Purchaser and Parent and their respective subsidiaries and other than Appraisal Shares (as defined in the Merger Agreement)). After discussing in detail the risks of potentially extending the process further, including the risk of JLL withdrawing from the sale process, any potential material changes in BioClinica's business and the Board of Directors' opinion that receiving an offer (from JLL or another potential acquirer) at a price per share higher than $7.25 was unlikely, the Board of Directors unanimously decided to move forward with the Offer and the Merger with JLL and instructed management to finalize the Merger Agreement with JLL.

        From January 25, 2013 to January 29, 2013, the Merger Agreement was finalized.

        On January 29, 2013, the Board of Directors met telephonically with BioClinica senior management, Excel and Morgan Lewis to confirm that there had been no material changes to BioClinica's business or Excel's opinion with respect to the fairness, from a financial point of view, of the consideration to be received by BioClinica's stockholders. The Board of Directors also reviewed the changes that had been made to finalize the Merger Agreement. After receiving confirmation from

13

---

Table of Contents

management that there were no changes to the business, from Excel that there were no changes to its opinion, and after its review of the final Merger Agreement, the Board of Directors unanimously approved, by all of the directors present (Ms. LoCastro was unable to attend the meeting due to a prior engagement), the Offer and the Merger Agreement. Excel provided its written opinion with respect to the fairness, from a financial point of view, of the consideration to be received by BioClinica's stockholders (other than BioClinica, Purchaser and Parent and their respective subsidiaries and other than shares held by stockholders who perfect appraisal rights in accordance with Delaware law) later that night.

        Later, on January 29, 2013, BioClinica and JLL executed the Merger Agreement, and on January 30, 2013, BioClinica and JLL issued a press release announcing the execution of the Merger Agreement and related transactions.

        On February 11, 2013, Purchaser announced the commencement of the Offer. That same day, BioClinica and JLL issued a press release regarding the commencement of the Offer.

        On [March 11], 2013, Purchaser acquired [    •    ] shares of common stock validly tendered and not withdrawn in the Offer, representing approximately [    •    ]% of the outstanding shares of common stock. [Following expiration of the initial offering period, Purchaser announced a subsequent offering period that expires at 5:00 p.m., local time, on [    •    ], 2013.] [To-date, Purchaser has acquired an additional [    •    ] shares of common stock during the subsequent offering period and owns an aggregate [    •    ] shares of common stock, or approximately [    •    ]% of the outstanding shares of common stock.]

Recommendation of the Board of Directors; Reasons for the Merger

        In evaluating the Offer and the Merger, the Board of Directors consulted with BioClinica's senior management, BioClinica's outside legal advisor, Morgan Lewis, and BioClinica's financial advisor, Excel, and, in the course of reaching its determinations to approve the Merger Agreement, the Offer, the Merger and the other transactions contemplated thereby and to recommend that BioClinica's stockholders accept the Offer and tender their shares pursuant to the Offer, the Board of Directors considered numerous factors, including the following material factors and benefits of the Offer and the Merger, each of which the Board of Directors believed supported its determinations:

        The Board of Directors considered certain factors and benefits, including:

•

the $7.25 per share price to be paid in cash for each share tendered in the Offer and each share outstanding as of the Merger, which represents a 23.2% premium over the average closing price of the shares for the 90 days ended January 29, 2013, and 28.7% over the average price for the 52-week period ended January 29, 2013, as disclosed in the joint press release issued by BioClinica and JLL on January 30, 2013;



•

the Board of Directors' belief that $7.25 per share in cash to be received by BioClinica's stockholders in the Offer and the Merger represented the best price available in the sale process;



•

the opinion of Excel dated January 29, 2013, to the Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be received in the Offer and the Merger by the holders of shares (other than BioClinica, Purchaser and Parent and their respective subsidiaries and other than shares held by stockholders who perfect appraisal rights in accordance with Delaware law), as more fully described below in the section entitled "Proposal 1—The Merger—Opinion of BioClinica's Financial Advisor";



•

the Board of Directors' belief that, with the assistance of the BioClinica senior management, Excel and Morgan Lewis, the Board of Directors had used all reasonable efforts to identify,

14

---

Table of Contents

pursue and evaluate a broad range of potential strategic alternatives, including (i) selling BioClinica to a third party and (ii) engaging in one or more strategic transactions to expand BioClinica;

•

the Board of Directors' belief that BioClinica had conducted, with the assistance of Excel, a thorough market check during the sale process;



•

the Board of Directors' discussions with Excel at the Board meetings on October 22, 2012, November 14, 2012, November 19, 2012, January 23, 2012 and January 25, 2013 regarding financial aspects of the proposals received in the sale process;



•

the Board of Directors' belief that each of the possible strategic alternatives to the Offer and the Merger that had been evaluated would be less favorable to BioClinica's stockholders;



•

that the form of consideration to be paid to holders of shares in the Offer and the Merger is cash, which will provide certainty of value and liquidity to BioClinica's stockholders;



•

the current and historical financial condition, results of operations, business and prospects of BioClinica, as well as BioClinica's financial plan and prospects if it were to remain an independent public company. The Board of Directors discussed BioClinica's current financial plan, working capital, and cash position, including the risks associated with achieving and executing upon BioClinica's business plan, as well as the general risks of market conditions that could further reduce BioClinica's stock price. The Board of Directors considered that the holders of shares would continue to be subject to the risks and uncertainties of BioClinica's financial plan, and prospects, all in an unstable economic environment, unless the shares were acquired for cash;



•

the Board of Directors' belief that the Offer could be completed relatively quickly and in an orderly manner;



•

the terms and conditions of the Offer and the Merger Agreement, including the parties' representations, warranties and covenants, the conditions to their respective obligations, the specified limited ability of the parties to terminate the Merger Agreement and the fact that (1) neither the Offer nor the Merger is subject to a financing condition, (2) the conditions to the Offer are specific and limited, and a majority are not within the control or discretion of JLL and, in the Board of Directors' judgment, are likely to be satisfied, and (3) subject to compliance with the terms and conditions of the Merger Agreement, BioClinica is permitted, under certain circumstances, to terminate the Merger Agreement at any time in order to approve an alternative transaction proposed by a third party that is a superior proposal upon the payment to Parent of a $4,500,000 termination fee plus expenses of up to $2,000,000, and the Board of Directors' belief that such termination fee was reasonable in the context of break-up fees that were payable in other comparable transactions;



•

JLL's ability to complete the Offer and the Merger;



•

the Board of Directors' understanding that BioClinica is a third-party beneficiary with the right to specific performance under JLL's equity commitment letter;



•

the two-step structure of the transaction, which would enable stockholders to receive the cash offer price pursuant to the Offer in a relatively short time frame, followed by the second-step Merger in which stockholders who do not tender their shares in the Offer will receive the same cash price as is paid in the Offer;



•

the likelihood and anticipated timing of completing the Offer, in light of the scope of the conditions to completion; and

15

---

Table of Contents

•

the availability of statutory appraisal rights under Delaware law in the second-step Merger for stockholders who do not tender their shares in the Offer and do not vote their shares in favor of adoption of the Merger Agreement (and who otherwise comply with the statutory requirements of Delaware law), and who believe that exercising such rights would yield them a greater per share amount than the offer price, while simultaneously avoiding delays in the transaction so that other stockholders of BioClinica will be able to receive the offer price for their shares in the Offer and Merger.

        In the course of its deliberations, the Board of Directors also considered a variety of risks and other countervailing factors related to entering into the Merger Agreement and consummating the Offer and the Merger, including:

•

the effect of the public announcement of the Merger Agreement, including effects on BioClinica's sales, operating results and stock price;



•

the fact that if the transaction closes, BioClinica's stockholders would be unable to share in any benefit resulting from any improvement in the performance of BioClinica or its share price;



•

the restriction that the Merger Agreement imposes on soliciting competing proposals;



•

the fact that BioClinica must pay Parent a termination fee of $4,500,000 plus expenses of up to $2,000,000 if BioClinica terminates the Merger Agreement in certain circumstances;



•

the possibility that the termination fee and expense reimbursement payable by BioClinica to Parent may discourage other bidders and, if the Merger Agreement is terminated, affect BioClinica's ability to engage in another transaction for up to 9 months following the termination date should the Offer not be completed;



•

the risk that the Offer may not receive the requisite tenders from BioClinica's stockholders and therefore may not be consummated;



•

the risks and costs to BioClinica if the transaction does not close, including the diversion of management and employee attention, potential employee attrition and the potential disruptive effect on business and client relationships;



•

the restrictions on the conduct of BioClinica's business prior to the completion of the transaction, requiring BioClinica to conduct its business in the ordinary course of business, and to use its commercially reasonable efforts to preserve intact its business organization and its business relationships, subject to specific limitations, which may delay or prevent BioClinica from undertaking business opportunities that may arise pending completion of the Offer and the Merger;



•

the fact that BioClinica's executive officers and directors may have interests in the transaction that are different from, or in addition to, those of BioClinica's other stockholders; and



•

the fact that the all-cash consideration would be a taxable transaction to the holders of shares that are U.S. persons for U.S. federal income tax purposes.

        The foregoing discussion of the factors considered by the Board of Directors is intended to be a summary, and is not intended to be exhaustive, but does set forth the principal factors considered by the Board of Directors. After considering these factors, the Board of Directors concluded that the positive factors relating to the Merger Agreement, the Offer and the Merger substantially outweighed the potential negative factors. The Board of Directors collectively reached the conclusion to approve the Merger Agreement and the related transactions in light of the various factors described above and other factors that the members of the Board of Directors believed were appropriate. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger Agreement, the Offer, the Merger and the related transactions and the complexity of these

16

---

Table of Contents

matters, the Board of Directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Rather, the Board of Directors made its recommendation based on the totality of information presented to and the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Purpose and Effects of the Merger; Merger Consideration

        The purpose of the Offer and the Merger is for Parent, through Purchaser, to acquire control of, and the entire equity interest in, BioClinica. See "Proposal 1—The Merger—Background of the Merger" above. The acquisition will be accomplished by a merger of Purchaser with and into BioClinica, with BioClinica surviving the Merger as a wholly-owned subsidiary of Parent. If the Merger is consummated, each outstanding share of BioClinica common stock (other than shares held in our treasury, shares owned by our subsidiaries, Parent or Purchaser and shares held by stockholders who perfect appraisal rights in accordance with Delaware law), will be converted into the right to receive $7.25 in cash.

        We have agreed that prior to the effective time of the Merger we will cooperate with Parent and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under applicable laws and rules and policies of The NASDAQ Global Market (the "NASDAQ") to cause the delisting of BioClinica and the shares from the NASDAQ as promptly as practicable after the effective time of the Merger and the deregistration of the shares under the Exchange Act as promptly as practicable after such delisting.

Effects of the Merger Not Being Consummated

        Following the consummation of the Offer, Parent, which owns 100% of the common stock of Purchaser, indirectly controls [    •    ] shares of common stock (representing approximately [    •    ]% of the outstanding shares of common stock), acquired by Purchaser pursuant to the Offer. As a result thereof and pursuant to the terms of the Merger Agreement, on March [    •    ], 2013, BioClinica caused a pro rata portion (based on the percentage of outstanding shares beneficially owned by Parent, Purchaser or any of their respective affiliates) of the directors of BioClinica to consist of persons designated by Purchaser. On [    •    ], 2013, [    •    ] resigned from their positions as directors of BioClinica and, pursuant to Purchaser's designation, the Board of Directors appointed [    •    ] to fill the vacancies created by such resignations. As a result of its ownership of such shares and right to designate nominees for election to the Board of Directors, Parent indirectly is able to control decisions of the Board of Directors and the decisions of Purchaser as a stockholder of BioClinica. This concentration of control in one stockholder may adversely affect the market value of the shares.

        If the Merger is not consummated, stockholders of BioClinica, other than those affiliated with Parent, will lack sufficient voting power to elect directors or to cause other actions to be taken that require majority approval.

        Pursuant to the terms of the Merger Agreement, until the effective time of the Merger, the Board of Directors will have at least three "Continuing Directors" who were directors of BioClinica on January 29, 2013, and who are "independent directors" as defined by NASDAQ Marketplace Rule 5605(a)(2). As of [    •    ], 2013, the three Continuing Directors are [    •    ], [    •    ] and [    •    ]. Any (i) amendment or modification of the Merger Agreement which materially affects the holders of common stock, (ii) termination of the Merger Agreement by BioClinica, (iii) extension of time for performance of any of the obligations of Parent or Purchaser under the Merger Agreement, (iv) waiver of any condition to BioClinica's obligation under the Merger Agreement, (v) exercise or waiver of BioClinica's rights or remedies under the Merger Agreement, (vi) amendment to BioClinica's certificate of incorporation or by-laws, (vii) authorization of any agreement between BioClinica and any of its

17

---

Table of Contents

subsidiaries, on the one hand, and Parent, Purchaser or any of their affiliates on the other hand, or (viii) taking of any other action by BioClinica in connection with the Merger Agreement or the transactions contemplated thereby may, in each case, be effected only if such action is approved by a majority of the Continuing Directors then in office. To-date, none of these events has occurred.

Opinion of BioClinica's Financial Advisor

Financial Analyses and Opinion.

        BioClinica retained Excel to act as its financial advisor in connection with the Offer and the Merger. In connection with this engagement, BioClinica requested Excel's opinion as to the fairness, from a financial point of view, of the $7.25 per share cash consideration to be received in the Offer and the Merger by the holders of shares of BioClinica's common stock pursuant to the Merger Agreement. On January 29, 2013, Excel confirmed its oral opinion previously delivered on January 25 to the Board of Directors and subsequently delivered its written opinion dated January 29, 2013, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations and qualifications described in its opinion, the $7.25 per share cash consideration to be received in the Offer and the Merger pursuant to the Merger Agreement by holders of BioClinica's common stock (other than BioClinica, Parent and Purchaser and their respective subsidiaries and other than shares held by stockholders who perfect appraisal rights in accordance with Delaware law) was fair, from a financial point of view, to such holders.

        The following is a summary of the written opinion of Excel and the methodology used to render such opinion. The summary of such opinion is qualified in its entirety by reference to the full text of such opinion.

        The full text of Excel's written opinion, dated as of January 29, 2013, is attached hereto as Annex B and is incorporated into this document by reference in its entirety. BioClinica's stockholders are urged to read this opinion carefully and in its entirety for information regarding the assumptions made, methodologies used, factors considered and limitations upon the review undertaken by Excel in rendering its opinion. Excel has not assumed any responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Excel provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the transactions contemplated by the Merger Agreement, and Excel's opinion is not intended to be and does not constitute a recommendation as to whether any stockholder should tender shares of BioClinica common stock in the Offer or how any stockholder should act on any matters relating to the Offer, the Merger or otherwise.

        In connection with rendering the opinion described above and performing its related financial analyses, Excel reviewed, among other things:

•

the Merger Agreement;



•

annual reports to stockholders and Annual Reports on Form 10-K of BioClinica for the five years ended December 31, 2011;



•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of BioClinica;



•

certain other communications from BioClinica to its stockholders; and



•

certain internal financial analyses and forecasts for BioClinica prepared by its management, as reviewed and approved for use in connection with Excel's opinion by management of BioClinica summarized below under "Projected Financial Information."

18

---

Table of Contents

        Excel also held discussions with members of the senior management of BioClinica regarding its assessment of the strategic rationale for the Offer and the Merger and the past and current business operations, financial condition and future prospects of BioClinica. In addition, Excel reviewed the reported price and trading activity for the shares of BioClinica common stock, compared certain financial and stock market information for BioClinica with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of recent business combinations in the pharmaceutical clinical support services industry, and performed such other studies and analyses, and considered such other factors, as it considered appropriate.

        Excel relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering the opinion described above. In that regard, Excel assumed with the consent of BioClinica that the forecasts referenced above were reasonably prepared by the management of BioClinica on a basis reflecting the best currently available estimates and judgments of the management of BioClinica. Excel did not independently verify the accuracy or completeness of any such information, nor will it do so in the future, and Excel did not and does not assume any responsibility for doing so. In addition, Excel did not make an independent evaluation or appraisal of the assets and liabilities of BioClinica or any of its subsidiaries and was not furnished with any such evaluation or appraisal, nor did Excel evaluate the solvency of any party to the Merger Agreement under any state or federal laws relating to bankruptcy, insolvency or similar matters.

        Excel assumed, with BioClinica's consent, that the Offer and the Merger will be consummated in accordance with their terms without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Offer and the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on BioClinica. Representatives of BioClinica advised Excel, and Excel also assumed, that the final terms of the Merger Agreement would not vary materially from those set forth in the version Excel reviewed. Excel expressed no view as to the federal, state or local tax consequences of the Offer or the Merger.

        In connection with rendering its opinion, Excel performed certain financial, comparative and other analyses as summarized below. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial and comparative analysis and the application of those methods to the particular circumstances. Therefore, such an opinion is not readily susceptible to summary description. Accordingly, Excel believes that its analyses must be considered as a whole and that considering any portion of such analysis and factors, without considering all of its analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

        In arriving at its opinion, Excel did not ascribe a specific range of value to BioClinica, but rather made its determination as to the fairness, from a financial point of view, to holders of BioClinica's common stock of the consideration to be received by them in the Offer and the Merger on the basis of such financial, comparative and other analyses as of the date of such opinion. Further, in arriving at its opinion, Excel did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Excel, in its analysis, made numerous assumptions with respect to industry performance, general business, financial and economic conditions and other matters, many of which are beyond the control of BioClinica. No company, business or transaction reviewed is identical to BioClinica or the Offer and the Merger. An evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies, business segments or transactions reviewed. For purposes of the analyses described below, implied multiples for selected companies and selected transactions that were considered not meaningful or were not publicly available

19

---

Table of Contents

were not included in overall low to high multiples ranges. Estimates of future financial performance for BioClinica were based on forecasts prepared by BioClinica's management. Any estimates contained in these analyses were not and are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth in these analyses. In addition, such analyses relating to the valuation of a business do not purport to be appraisals or to reflect the prices at which such business would be sold.

        Excel's opinion did not address the underlying business decision of BioClinica to engage in the Offer or the Merger, the relative merits of the Offer or the Merger as compared to any alternative business strategies that might exist for BioClinica or the effect of any other transaction in which BioClinica might engage. Excel was not asked to, nor did it, offer any opinion as to the material terms of the Merger Agreement (other than the per share cash consideration) or the form of the transaction. Excel's opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of its written opinion. Excel did not express any view as to, and its opinion does not address, the fairness (financial or otherwise) of the amount or nature of any other aspect of any compensation to any officers, directors or employees of any parties to the Offer or the Merger, or any class of such persons, relative to the per share cash consideration.

        The following is a summary of the material financial analyses used by Excel in connection with providing its opinion to the Board of Directors. Certain of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Excel, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses of Excel. Accordingly, the analyses listed in the tables and described below must be considered as a whole. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the results of Excel's opinion.

        Summary of Proposal.    Excel reviewed the financial terms of the proposed transaction. As more fully described in the Merger Agreement, all of the outstanding shares of BioClinica's common stock (other than those shares owned by BioClinica, Parent and Purchaser and their respective subsidiaries and other than shares held by stockholders who perfect appraisal rights in accordance with Delaware law) will be purchased pursuant to the Offer or exchanged pursuant to the Merger for cash consideration of $7.25 per share. Based upon 16.8 million shares of BioClinica common stock outstanding on a fully-diluted basis as of January 23, 2013, Excel calculated a total cash consideration of approximately $122 million. Based on cash (net of debt) of approximately $9 million as of December 31, 2012, this implied an enterprise value of approximately $113 million.

        Transaction Premium Analysis.    Excel analyzed acquisition premiums for the period January 1, 2011 through January 23, 2013 for completed transactions involving all U.S. public companies with premiums between 0% and 100% and for completed transactions involving U.S. public companies with premiums between 0% and 100% acquired for a purchase price of less than $250 million and, for each category, the premium for the 25th percentile of such transactions to the premium for the 75th percentile of such transactions. Excel obtained the information for this analysis from Capital IQ.

20

---

Table of Contents

        Excel also analyzed the implied premiums to be received by holders of BioClinica's common stock, based on different measuring periods as set forth below:

Implied Market Premium

        In addition to the foregoing, Excel calculated the following valuation multiples:

Valuation Multiples

        Comparable Companies Analysis.    Excel reviewed and compared certain financial multiples relating to BioClinica to corresponding financial multiples relating to publicly traded pharmaceutical service companies, consisting of the following companies:

•

Accelrys, Inc. ("Accelrys")



•

Charles River Laboratories International, Inc. ("Charles River")



•

Medidata Solutions, Inc. ("Medidata")



•

Simulations Plus, Inc. ("Simulations Plus")

        In addition, Excel reviewed and compared certain financial multiples relating to BioClinica to corresponding financial multiples relating to publicly traded contract research organizations, consisting of the following companies:

•

Covance Inc. ("Covance")



•

ICON plc ("ICON")



•

PAREXEL International Corporation ("PAREXEL")

        Although none of the above-mentioned companies is directly comparable to BioClinica, the companies included were chosen because they are publicly traded companies with operations that for

21

---

Table of Contents

purposes of analysis may be considered similar to certain operations of BioClinica. Excel obtained the information for this analysis from Capital IQ and public filings. Stock prices and other financial information for the above-mentioned companies were determined as of January 23, 2013. BioClinica's stock price was determined as of January 23, 2013. Information specific to BioClinica was based on projections provided by BioClinica's management as described in "Projected Financial Information."

        Excel calculated valuation multiples implied by the contemplated transactions and compared those valuation multiples to comparable valuation multiples of the selected companies. The valuation multiples for each company were calculated by dividing (a) the enterprise value by LTM EBITDA and expected EBITDA for 2013, (b) the enterprise value by (i) LTM EBITDA less LTM capital expenditures and (ii) expected EBITDA for 2013 less expected capital expenditures for 2013, (c) the market price per share of the comparable company's common stock as of January 23, 2013 to such comparable company's LTM earnings and expected earnings per share for 2013 and (d) the "Adjusted P/E" for the comparable company, which equals the comparable company's market capitalization less cash divided by net income for companies with net cash positions, for the LTM period and as expected for 2013. The following table summarizes the results of this analysis for pharmaceutical services companies:

        The following table summarizes the results of this analysis for contract research organizations:

        Comparable Transaction Analysis.    Excel analyzed certain information relating to the following selected transactions (acquirer/target):

•

Genstar Capital LLC/eResearch Technology, Inc.



•

The Carlyle Group/Pharmaceutical Product Development, Inc.



•

INC Research, LLC/Kendle International Inc. ("Kendle")

22

---

Table of Contents

        For each of the selected transactions, Excel calculated and compared the enterprise value to EBITDA and the purchase price per share of the target company's common stock to such comparable company's earnings per share for the twelve months immediately preceding the applicable closing date of each transaction. Excel obtained the information for this analysis for each transaction from Capital IQ and public filings through January 23, 2013. Comparable transactions were selected based on their having occurred within the most recent two years and involved public company targets in industries similar to BioClinica. The following table presents the results of this analysis:

        Stock Trading History.    Excel reviewed the history of the daily reported trading prices and volume of BioClinica's common stock and the relationship between the movements in the prices of BioClinica's common stock to movements in the Russell 2000 Index. Excel considered the average price and average daily trading volume beginning January 2, 2009 and ended January 23, 2013. As reflected in the table shown below, during this four-year period, BioClinica's common stock generally traded in line with the Russell 2000 Index and has always traded below the purchase price of $7.25 per share.

Four-Year Stock Performance

        Discounted Cash Flow Analysis.    Excel performed a discounted cash flow sensitivity analysis of BioClinica to determine indications of implied equity values per share of BioClinica common stock based on financial information provided by BioClinica's management. This analysis assumed 16.8 million shares of BioClinica common stock outstanding on a fully-diluted basis.

        In performing the illustrative discounted cash flow analyses, Excel applied discount rates ranging from 10% to 12% to the projected free cash flows of BioClinica for 2013-2016. In calculating the terminal value, Excel also applied exit value EBITDA multiples ranging from 6.0x to 8.0x on $8.8 million of net cash of BioClinica. Based on the foregoing, Excel derived implied equity values per share ranging from $7.24 to $9.86 with respect to BioClinica's common stock.

23

---

Table of Contents

Exit Value EBITDA Multiple Approach

Exit Value EBITDA Multiple Approach

        Using the same forecasts and assumptions set forth in the immediately preceding paragraph, Excel calculated the terminal value by applying perpetual growth rates ranging from 3% to 5%. Based on the foregoing, Excel derived implied equity values per share ranging from $4.52 to $7.71:

Perpetual Growth Rate Approach

        The EBITDA multiple ranges used in the above analyses were selected to be consistent with the EBITDA multiples at which BioClinica trades as a public company. The growth rate range was selected as a market-standard to be consistent with long-term growth in the economy. The discount rates were generated by undertaking a weighted average cost of capital analysis on BioClinica. Excel used discount rates ranging from 10% to 12% based on its judgment of BioClinica's estimated weighted average cost of capital, as adjusted upward to account for BioClinica's capital expenditure requirements.

        Leveraged Buyout Analysis.    Excel performed a leveraged buyout sensitivity analysis based on financial information provided by BioClinica's management to determine indications of implied internal rates of return that would be achieved by a financial sponsor if it were to effect a leveraged buyout of BioClinica.

        This analysis assumed 16.8 million shares of BioClinica common stock outstanding on a fully-diluted basis, that the financial sponsor would acquire BioClinica using total debt of approximately $40 million (approximately 2.5x LTM EBITDA adjusted for certain synergies) at interest rates of 7.5% for senior debt and 15% for mezzanine debt and that the financial sponsor would sell BioClinica after 2016.

        In performing the illustrative leveraged buyout analysis, Excel applied a range of acquisition prices that the financial sponsor would pay to acquire BioClinica of $6.75 to $7.75 per share and a range of exit multiples of EBITDA of 6.0x to 8.0x (which is based on the range of multiples observed in these types of transactions). Based on those projections and assumptions, among others, Excel calculated a range of internal rates of return to be earned in such a transaction from 16% to 33%.

Interests and Connections of Excel

        Excel is a registered broker-dealer and is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions and other transactions for corporate and other purposes. Excel has acted as financial advisor to BioClinica in connection with, and participated in certain of the negotiations leading to, the Offer and the Merger.

24

---

Table of Contents

Excel will receive fees for its services in connection with the Offer and the Merger, consisting of (i) a retainer fee of $10,000 per month (the "Retainer Fee"); provided, however, that any such Retainer Fees paid to Excel shall be credited against any Transaction Fee (as defined below) paid to Excel, (ii) 2% of the aggregate consideration (as defined in the engagement letter between BioClinica and Excel) received by BioClinica and/or its stockholders, members or affiliates in connection with or as a result of the Offer and the Merger, contingent upon the consummation of the Offer and the Merger (the "Transaction Fee"), (iii) a termination fee equal to 25% of any termination, break-up, topping or similar fee or payment of any prospective purchaser and (iv) $200,000 in connection with the delivery of its opinion. Additionally, BioClinica has agreed to reimburse up to $25,000 of Excel's expenses (other than the reasonable expenses of outside counsel) and indemnify it against certain liabilities arising out of its engagement. Excel would be entitled to the fees described above in connection with any change of control transaction entered into by BioClinica during the term of BioClinica's engagement of Excel and for the nine month period immediately following the termination of such engagement. In connection with the Offer and the Merger, as of the date hereof, Excel has received $77,333 in Retainer Fees (which will be credited against any Transaction Fee), and $200,000 in connection with its fairness opinion. The balance of the Transaction Fee, $2,351,765, will be paid upon consummation of the Offer and the Merger. The aggregate Transaction Fee to be paid to Excel by BioClinica in connection with the Offer and the Merger is $2,429,098.

        Excel acted as exclusive financial advisor in the sale of BioClinica's CapMed Division to MBI Benefits, Inc., a wholly-owned subsidiary of Metavante Technologies, Inc., in January 2009 and the acquisition of Tourtellotte Solutions, Inc. in September 2009. Excel acted as financial advisor and provided a fairness opinion to BioClinica related to its attempted acquisition of etrials Worldwide, Inc. in May 2009. Excel also provided advisory services to the Board during 2010 and 2011, for which it was paid $10,000 in each such year. In connection with the above-described services, Excel has received approximately $620,000. Excel may also provide investment banking services to BioClinica in the future. Excel performed no work for JLL or its affiliates during the four years prior to delivery of its opinion.

        As described above, Excel's opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Offer and the Merger. The foregoing summary does not purport to be a complete description of the analyses performed by Excel in connection with its fairness opinion and is qualified in its entirety by reference to the written opinion of Excel attached hereto as Annex II.

        Neither BioClinica nor any other person acting on its behalf currently intends to employ, retain or compensate any person to make solicitations or recommendations to BioClinica's stockholders on its behalf in connection with the Offer or the other transactions contemplated by the Merger Agreement.

Projected Financial Information

        In connection with Parent's due diligence review, BioClinica provided certain projected and budgeted financial information concerning BioClinica to Parent. BioClinica's internal financial forecasts (upon which the projections provided to Parent were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects, and, thus, susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

        The projections reflect numerous variables and assumptions that are inherently uncertain and may be beyond the control of BioClinica, including but not limited to meeting certain sales performance criteria and implementing certain cost saving initiatives. BioClinica adopted the projections as its most realistic estimate of BioClinica's future financial performance. Important factors that may affect actual results and result in projected results not being achieved include, but are not limited to, fluctuations in demand for BioClinica's services; change in customer budgets; client contract cancellations and

25

---

Table of Contents

postponements of client clinical trials; failure of BioClinica to retain, recruit and hire key management, sales and technical personnel; inability to achieve cost saving initiatives; the failure to adequately enable the sales force to achieve certain sales performance objectives; the impact of the current economic environment; our ability to generate new client contracts and maintain our existing clients' contracts; our evaluation of our backlog and the potential cancellation of contracts; the possibility we under-price our contracts or overrun cost estimates and the effect on our financial results by failure to receive approval for change orders and by delays in documenting change orders; our ability to implement our business strategy; international economic, political and other risks that could negatively affect our results of operations or financial position; changes in outsourcing trends and regulatory requirements affecting the branded pharmaceutical, biotechnology, generic drug and medical device industries; the reduction of expenditures by branded pharmaceutical, biotechnology, generic drug or medical device companies; actions or inspections by regulatory authorities and the impact on our clients' decisions to not award future contracts to us or to cancel existing contracts; the impact of healthcare reform; the fact that one or a limited number of clients may account for a large percentage of our revenues; the incurrence of significant taxes to repatriate funds; the fluctuation of our operating results from period to period; our assessment of our goodwill valuation; the impact of foreign currency fluctuations; tax law changes in foreign jurisdictions; investigations by governmental authorities regarding our inter-company transfer pricing policies or changes to their laws in a manner that could increase our effective tax rate or otherwise harm our business; our lack of the resources needed to compete effectively with larger competitors; our potential liability in connection with the conducting of clinical trials; our handling and disposal of medical information; failure to comply with applicable governmental regulations; the continued effectiveness and availability of our information technology infrastructure; losses related to our self-insurance of our employees' healthcare costs in the United States; the material weaknesses relating to our internal controls, and risks and uncertainties associated with discontinued operations and other risks described in BioClinica's Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2012, and subsequent SEC reports. The projections also may be affected by BioClinica's ability to achieve strategic goals, objectives and targets over the applicable period. The assumptions upon which the projections were based necessarily involve judgments with respect to, among other things, future economic and competitive conditions which are difficult to predict and many of which are beyond BioClinica's control. Moreover, the assumptions are based on certain business decisions that are subject to change. Therefore, there can be no assurance that the projections will be realized, and actual results may be materially greater or less than those contained in the projections.

        The inclusion of the projections in this proxy statement should not be regarded as an indication that any of BioClinica or its affiliates, advisors or representatives considered or consider the projections to be necessarily predictive of actual future events, and the projections should not be relied upon as such. Neither BioClinica nor its affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from the projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the date such projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. BioClinica does not intend to make publicly available any update or other revisions to the projections, except as required by law. None of BioClinica or its affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of BioClinica compared to the information contained in the projections or that forecasted results will be achieved. BioClinica has made no representation to Parent, in the Merger Agreement or otherwise, concerning the projections. Furthermore, neither BioClinica nor any of its affiliates or representatives makes any representation to any other person regarding the projections. The projections are not being included in this proxy statement to influence a stockholder's decision whether to tender his or her Shares in the Offer, but because the projections were made available by BioClinica to Parent.

26

---

Table of Contents

BIOCLINICA'S STOCKHOLDERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PROJECTED INFORMATION PROVIDED IN THIS PROXY STATEMENT.

        In connection with Parent's due diligence review, BioClinica provided the following projected financial information to Parent for years 2012-2014. BioClinica provided the same financial information to Excel, including 2015 projections which were not provided to Parent.

        The above projections reflect forecasted results relating to the existing BioClinica services and new services currently under development. In addition, the projections assumed the implementation of certain profitability improvement drivers and did not assume any new acquisitions or divesture of current business.

        The projections also refer to EBITDA, which is a non-GAAP financial measure. BioClinica has referenced such non-GAAP financial measures because they provide supplemental information that facilitates forecasting operating results and internal comparisons to the historical operating performance of prior periods. BioClinica is disclosing this non-GAAP financial measure in order to provide transparency to its stockholders.

        These projections should be read together with BioClinica's financial statements that can be obtained from the SEC. You may read and copy any such reports, statements or other information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. BioClinica's SEC filings are also available to the public from commercial document retrieval services and at the Internet world wide

27

---

Table of Contents

web site maintained by the SEC at www.sec.gov. These projections should also be read together with discussion under "Risk Factors" and the other cautionary statements contained in BioClinica's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and subsequent filings by BioClinica.

        The projections were not prepared with a view to public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with U.S. generally accepted accounting principles ("GAAP"), and BioClinica's independent auditors have not examined, compiled or performed any procedures with respect to the projections presented in this proxy statement, nor have they expressed any opinion or any other form of assurance of such information or the likelihood that BioClinica may achieve the results contained in the projections, and accordingly assume no responsibility for them.

Interests of BioClinica's Directors and Executive Officers in the Merger

        Certain members of management and the Board of Directors may be deemed to have certain interests in the transactions contemplated by the Merger Agreement that are in addition to the interests of BioClinica's stockholders generally, and are described below in this section. The Board of Directors was aware of these interests and considered that such interests may be different from or in addition to the interests of BioClinica's stockholders generally, among other matters, in the Merger Agreement and the transactions contemplated thereby. As described below, consummation of the Merger will constitute a change of control of BioClinica under employment agreements between BioClinica and each of its executive officers.

Executive Retention Agreements

        BioClinica has entered into an executive retention agreement with each of its Named Executive Officers (as defined below) and certain other officers of BioClinica. BioClinica's "Named Executive Officers" are Mark L. Weinstein, its President and Chief Executive Officer, Ted I. Kaminer, its Executive Vice President of Finance and Administration and its Chief Financial Officer, Peter S. Benton, its Executive Vice President, President eClinical Solutions, and Garry D. Johnson, its Executive Vice President, Chief Technology Officer. Pursuant to the terms of those agreements, in the event a Named Executive Officer's employment is terminated without cause or such executive resigns for good reason within 60 days prior to a change in control or within 24 months following a change in control, the executive will become entitled to the following payments and benefits:

•

A pro-rated cash bonus payment based on the greater of (A) the Named Executive Officer's largest annual bonus for the most recently completed 3 fiscal years and (B) the Named Executive Officer's target annual bonus at time of termination. Such payment will become payable in a lump sum within 30 days following the Named Executive Officer's termination date.



•

A cash payment in an amount equal to (A) 1.5 (2.0 for Mr. Weinstein) multiplied by (B) the sum of (x) the greater of (i) the Named Executive Officer's annual base salary for the most recently completed fiscal year or (ii) the Named Executive Officer's current annual base salary at the time of termination and (y) the greater of (i) the Named Executive Officer's largest annual bonus for the most recently completed 3 fiscal years and (ii) the Named Executive Officer's target annual bonus at time of termination. Such payment will become payable in 18 (24 for Mr. Weinstein) equal monthly installments beginning within 30 days following the Named Executive Officer's termination date.



•

Each outstanding option to purchase shares of common stock held by the Named Executive Officer at the time of termination shall automatically become fully vested and exercisable and each outstanding restricted stock award shall automatically become fully vested. Each option

28

---

Table of Contents

shall remain so exercisable until the expiration date of the option term or (if earlier) the termination of that option in accordance with the provisions of the applicable stock option agreement.

•

Up to 18 months (24 Months for Mr. Weinstein) of continued COBRA coverage at BioClinica's expense, plus, a tax gross up payment in the event the continued COBRA coverage results in the recognition of taxable income by the Named Executive Officer. Any tax gross-up payment will generally be paid at the time the related tax is remitted to the appropriate tax authorities.



•

A lump sum cash payment, not to exceed $15,000, to cover the cost to obtain post-employment continued coverage under life and accidental death or dismemberment insurance and disability insurance plans for a period of 18 months (24 Months for Mr. Weinstein) following the Named Executive Officer's termination date.



•

For purposes of determining eligibility of the Named Executive Officer for retiree benefits to which he is entitled, he shall be considered to have remained employed by BioClinica until 18 months following his termination date.



•

A tax gross up payment for any Internal Revenue Code Section 280G Excise Tax Liability. The tax gross-up payment will generally be paid at the time the related excise tax is remitted to the appropriate tax authorities.

Mr. Weinstein Employment Agreement

        On February 22, 2012, BioClinica entered into an employment agreement with Mr. Weinstein. The term of the agreement is three years; beginning on February 29, 2012 and ending on February 28, 2015. The terms and conditions of the employment agreement are: (i) an annual base salary, currently $475,000, in addition to certain benefits and perquisites; (ii) cash bonuses in amounts that are to be determined by the Compensation Committee of the Board of Directors in accordance with BioClinica's management incentive policy; and (iii) equity incentive compensation awards from BioClinica's incentive compensation plans on a basis commensurate with Mr. Weinstein's position and responsibility at the sole discretion of the Compensation Committee. In the event that Mr. Weinstein's employment is terminated without cause, or in the event Mr. Weinstein resigns for good reason, subject to his timely execution of a release of claims, he will receive (i) continued payment of his base salary for a period of 12 months, (ii) 6 cash payments in an aggregate amount equal to the bonus paid to Mr. Weinstein for the fiscal year immediately preceding the fiscal year in which his termination occurs, (iii) continued health care coverage for a period of 120 days, and (iv) a lump sum cash payment in an amount not to exceed $15,000, representing the cost of certain lost benefits. In the event Mr. Weinstein's employment is terminated for reasons other than cause, death or disability, or in the event Mr. Weinstein resigns for good reason, both within a specified time period before or after a change of control of BioClinica, subject to his timely execution of a release of claims, Mr. Weinstein will also receive a grant of 225,000 unregistered securities of BioClinica less the number of shares subject to any equity awards granted to him during the term of his employment agreement (or other consideration provided to stockholders in connection with a change of control), payable within 5 days after the triggering event, or, if later, Mr. Weinstein's execution of the release.

        In the event Mr. Weinstein becomes entitled to a payment under his Executive Retention Agreement, he will receive payments solely pursuant to that agreement, except, he shall also become entitled to the grant of unregistered shares pursuant to the terms of his Employment Agreement.

29

---

Table of Contents

Mr. Kaminer Employment Agreement

        On February 24, 2010, BioClinica entered into an amended and restated employment agreement with Mr. Kaminer for an initial term of one-year, which automatically renews each year unless otherwise terminated by its Board of Directors. The employment agreement provides for an annual base salary, currently $340,000, subject to periodic increase at the discretion of the Compensation Committee in addition to certain benefits and perquisites, and incentive compensation awards under its incentive compensation plans on a basis commensurate with his position and responsibility. In the event Mr. Kaminer is terminated without cause or he resigns for good reason, he will become entitled to the following payments, subject to his timely execution of a release of claims: (i) salary and benefit continuation (including continued vesting of stock options and health care coverage at BioClinica's expense) for a period of 180 days, (ii) a pro-rated bonus (the proration period to include the 180 day salary continuation period), and (iii) a lump sum cash payment in the amount of $5,000.

        Mr. Kaminer's Employment Agreement provides for the automatic accelerated vesting of all of his outstanding stock options and other equity awards in the event of a change in control of BioClinica, and (if applicable) each such award shall remain exercisable for a period of not less than one (1) year after the date of the change in control.

Mr. Benton Employment Agreement

        On September 30, 2008, BioClinica entered into an employment agreement with Mr. Benton for an initial term of one-year, which automatically renews each year unless otherwise terminated by its Board of Directors. The terms and conditions of the employment agreement are: (i) an annual base salary, currently $315,000, subject to periodic increase at the discretion of the Compensation Committee in addition to certain benefits and perquisites; (ii) incentive compensation awards under BioClinica's incentive compensation plans on a basis commensurate with his position and responsibility; and (iii) an option to purchase 100,000 shares of common stock, with an exercise price of $7.72 per share, the fair market value of common stock on the date of the execution of his employment agreement. In the event Mr. Benton is terminated without cause or he resigns for good reason, he will become entitled to the following payments, subject to his timely execution of a release of claims: (i) salary and benefit continuation (including continued vesting of stock options and health care coverage at BioClinica's expense) for a period of 180 days, (ii) a pro-rated bonus (the proration period to include the 180 day salary continuation period), and (iii) a lump sum cash payment in the amount of $5,000.

        In the event Mr. Benton becomes entitled to a payment under his Executive Retention Agreement, he will receive payments solely pursuant to that agreement.

Potential Payments in Connection with a Change in Control

        The following table quantifies the value of payments and benefits that would be paid or become payable to each Named Executive Officer of BioClinica in connection with the Merger pursuant to the employment and/or retention arrangements described above, assuming (i) the proposed tender offer transaction closes at midnight on March 11, 2013, (ii) the purchase price per share of common stock is $7.25, and (iii) for purposes of estimating the value of benefits that are conditioned upon termination of the Named Executive Officer's service under certain circumstances in connection with or following the transaction (such benefits, "double-trigger" benefits), that the Named Executive Officer's service terminates under those circumstances entitling him to those double trigger benefits on March 12, 2013.

30

---

Table of Contents

Golden Parachute Compensation

31

---

Table of Contents

Potential Accelerated Vesting for Directors in Connection with a Change in Control

        Upon the Closing of the Offer, the unvested restricted stock units held by each non-employee Director of BioClinica became fully vested. The following table quantifies the consideration that each non-employee Director of BioClinica would receive in exchange for the cancellation of the portion of

32

---

Table of Contents

his restricted stock units that accelerated upon the closing of the Offer, assuming the purchase price per share of common stock is $7.25.

Summary of Potential Cash Consideration Payable

        The following table sets forth, as of March 11, 2013, the potential cash consideration that each Named Executive Officer and non-employee director would be entitled to receive in respect of his or her outstanding common stock, stock options and restricted stock units at the effective time of the Merger, pursuant to the Merger Agreement, regardless of whether such Named Executive Officer or non-employee director is terminated in connection with the Merger.

33

---

Table of Contents

Indemnification of Executive Officers and Directors

        Parent will cause the Surviving corporation and its subsidiaries to honor and fulfill in all respects the obligations of BioClinica and its subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents as in effect on the date of the Merger Agreement and (ii) all indemnification agreements between BioClinica or any of its subsidiaries and any of their respective current or former directors and officers, whom are referred to as "indemnified persons."

        For six years after the effective time of the Merger, Parent will cause BioClinica to indemnify and hold harmless indemnified persons, to the fullest extent permitted by law, against all losses, claims, damages, liabilities, costs, expenses, judgments, fines and, subject to approval by Parent (not to be unreasonably withheld, delayed or conditioned), amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil or criminal, arising from or pertaining to the fact that such indemnified party is or was serving as a director or officer of BioClinica or its subsidiaries or the Merger Agreement and the transactions contemplated thereby.

Directors' and Officers' Insurance

        BioClinica will maintain a tail prepaid insurance policy with a claims period of at least six (6) years from and after the effective time of the Merger with coverage at least as favorable in the aggregate as BioClinica's current policies, except that neither Parent nor BioClinica will be required to pay, and (if obtained prior to the Merger) BioClinica will not be permitted to pay, with respect to such insurance policies an annualized premium of more than 200% of the annual premium paid by BioClinica for such insurance prior to the Merger.

        The foregoing summary of the indemnification of executive officers and directors and directors' and officers' insurance does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which has been filed as Annex A to this proxy statement and is incorporated herein by reference.

34

---

Table of Contents

Delisting and Deregistration of BioClinica common stock

        We have agreed that prior to the effective time of the Merger we will cooperate with Parent and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under applicable laws and rules and policies of The NASDAQ Global Market (the "NASDAQ") to cause the delisting of BioClinica and the shares from the NASDAQ as promptly as practicable after the effective time of the Merger and the deregistration of the shares under the Exchange Act as promptly as practicable after such delisting.

Appraisal Rights

        If the Merger is consummated, a stockholder of BioClinica will have rights under Section 262 of the DGCL to demand appraisal of, and obtain payment in cash for the "fair value" of, that stockholder's shares. Those rights, if the statutory procedures are complied with, could lead to a judicial determination of the fair value (immediately prior to the effective time of the Merger) required to be paid in cash to dissenting stockholders of BioClinica for their shares. Any such judicial determination of the fair value of the shares would exclude any element of value arising from the accomplishment or expectation of the Merger and could be based upon considerations other than, or in addition to, the market value of the shares, including asset values and the investment value of the shares. The value so determined could be more or less than, or the same as, the merger consideration. BioClinica's stockholders should be aware that investment banking opinions as to the fairness from a financial point of view of the consideration payable in a merger are not opinions as to, and do not in any manner address, fair value under Section 262 of the DGCL. Similarly, the absence of such an opinion does not necessarily suggest that the intrinsic value of the shares is greater than the merger consideration. If any BioClinica stockholder who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his or her right to appraisal and payment under the DGCL, such holder's shares will thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive the merger consideration, without any interest thereon, in accordance with the Merger Agreement.

        Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights.

        The preceding discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by Section 262 of the DGCL attached as Annex C to this proxy statement. Any stockholder that wishes to exercise the rights described above should carefully review Section 262 of the DGCL in full, as attached to this proxy statement as Annex C. See "Appraisal Rights" beginning on page 55.

Financing; Source of Funds

        Upon the closing of the Offer, an aggregate of $[    •    ] was contributed to Parent by the Sponsor and certain other investors. Pursuant to the Offer, Purchaser acquired [    •    ] shares for an aggregate of $[    •    ], which amount was provided by Parent. Purchaser estimates that the total amount of cash required to acquire all currently outstanding shares pursuant to the Merger (other than shares held by Purchaser) and to pay related fees and expenses will be approximately $[    •    ]. All such funds will be provided by Parent and from available cash of BioClinica. Parent and Purchaser do not anticipate the need to seek alternate sources of funding.

Material U.S. Federal Income Tax Consequences of the Merger

        The following is a summary of the material United States federal income tax consequences of the Merger to U.S. Holders (as defined below) of shares sold in the Offer or converted into cash in the Merger. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),

35

---

Table of Contents

applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect as of the date hereof, all of which may change, possibly with retroactive effect. No ruling has been or will be sought from the Internal Revenue Service (the "IRS") with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the Merger or that any such contrary position would not be sustained by a court.

        This summary is limited to U.S. Holders who hold shares as capital assets. In addition, this summary does not address tax considerations which may be applicable to a U.S. Holder's particular circumstances or to U.S. Holders that may be subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, and tax-exempt organizations) or to U.S. Holders who acquired shares in connection with stock option, stock purchase or restricted stock plans or in other compensatory transactions, or as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction for United States federal income tax purposes, all of whom may be subject to tax rules that differ significantly from those discussed below. In addition, this summary does not address any United States federal estate or gift tax consequences, nor any state, local or foreign tax consequences, of the Merger.

        BECAUSE YOUR INDIVIDUAL CIRCUMSTANCES MAY DIFFER, YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE OFFER AND THE MERGER ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

        For purposes of this summary, a "U.S. Holder" is a BioClinica stockholder that is, for United States federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation or an entity treated as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States, or any state or political subdivision thereof; (iii) an estate, the income of which is subject to United States federal income tax regardless of its source; or (iv) a trust, (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has validly elected to be treated as a U.S. person for United States federal income tax purposes.

        If a partnership (or other entity taxed as a partnership for United States federal income tax purposes) holds shares, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. Accordingly, partnerships that hold shares and partners in such partnerships are urged to consult their tax advisors regarding the specific United States federal income tax consequences to them of the Merger.

        Effect of the Merger.    The receipt of cash in exchange for shares in the Merger will be a taxable transaction for United States federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for shares in the Merger will recognize capital gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and such U.S. Holder's adjusted tax basis in the shares surrendered. Any such gain or loss would be long-term capital gain or loss if the holding period for the shares exceeded one year. The deductibility of capital losses is subject to certain limitations. Gain or loss must be calculated separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) exchanged for cash in the Merger.

        Information Reporting and Backup Withholding.    Payments made to U.S. Holders in the Merger generally will be subject to information reporting and may be subject to backup withholding. To avoid backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return the Form W-9 included in the letter of transmittal, certifying that such holder is a U.S. person,

36

---

Table of Contents

the taxpayer identification number provided is correct, and that such holder is not subject to backup withholding. Certain holders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder's United States federal income tax liability provided the required information is timely furnished to the IRS.

Regulatory Matters

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "DOJ"), certain acquisition transactions may not be consummated unless certain information has been furnished to the DOJ and the FTC and certain waiting period requirements have been satisfied. The Merger and the purchase of shares of common stock pursuant to the Offer is subject to such requirements. The Sponsor filed a Notification and Report Form for Certain Mergers and Acquisitions on February 8, 2013 with respect to the Merger and the Offer with the FTC and the DOJ. The waiting period applicable to the Merger and the purchase of shares of common stock pursuant to the Offer was terminated early by the FTC on February 21, 2013.

Litigation Relating to the Merger

        On February 1, 2013, a purported stockholder of BioClinica filed a complaint styled as a class action lawsuit in the Court of Chancery of the State of Delaware (the "Court of Chancery"). The case caption of this complaint is: James Gerson, on behalf of himself and all others similarly situated, v. BioClinica, Inc. JLL Partners, Inc., BioCore Holdings, Inc., BC Acquisition Corp., David E. Nowicki, Mark L. Weinstein, Jeffrey H. Berg, Martin M. Coyne, E. Martin Davidoff, Marcella Locastro, Adeoye Y. Olukotun, Wallace P. Parker, Jr. and John P. Repko, C.A. No. 8272-VCG. On February 8, 2013, a second purported stockholder of BioClinica filed a complaint styled as a class action lawsuit in the Court of Chancery captioned Joel Powers, Individually and On Behalf of All Others Similarly Situated, v. BioClinica, Inc., et al., C.A. No. 8291-VCG. The complaints allege, among other things, that the board of directors of BioClinica conducted an unfair sales process resulting in an unfair consideration to the BioClinica stockholders in the Offer. On February 12, 2013, a third purported stockholder of BioClinica filed a complaint styled as a class action lawsuit in the Court of Chancery captioned Jordan Hauer, individually and on behalf of all others similarly situated, v. Weinstein, et al., C.A. No. 8308-VCG. Also on February 12, 2013, a fourth purported stockholder of BioClinica filed a complaint styled as a class action lawsuit in the Court of Chancery captioned Gary Curtis v. Nowicki, et al., C.A. No. 8309-VCG. On February 13, 2013, a fifth purported stockholder of BioClinica filed a complaint styled as a class action lawsuit in the Court of Chancery captioned Melvin Lax, on Behalf of Himself and All Other Similarly Situated, v. Berg, et al., C.A. No. 8313-VCG. On February 14, 2013, plaintiff in the Gerson action filed an amended complaint. On February 15, 2013, a sixth purported stockholder of BioClinica filed a complaint styled as a class action lawsuit in the Court of Chancery captioned Ellen Balter, on behalf of herself and all others similarly situated, v. BioClinica, Inc., et al., C.A. No. 8327-VCG. On February 18, 2013, the Court of Chancery consolidated the Delaware actions, captioned In re BioClinica, Inc. Shareholder Litigation, Consolidated C.A. No. 8272-VCG, and designated the amended complaint filed by plaintiff Gerson as the operative complaint for the consolidated action. The operative complaint asserts that BioClinica's board members breached their fiduciary duties in agreeing to the Offer and filing a materially misleading Schedule 14D-9 with the Securities and Exchange Commission, and that BioClinica, JLL, Parent and Purchaser aided and abetted in the breaches of fiduciary duties. The operative complaint seeks to enjoin the Offer and seek other equitable relief and unspecified monetary damages.

        On February 25, 2013, the Court of Chancery denied Plaintiffs' Motion for Expedited Proceedings.

        The Board of Directors recommends that Stockholders vote FOR the adoption of the Merger Agreement.

37

---

Table of Contents

THE MERGER AGREEMENT

        This section of the proxy statement describes certain material provisions of the Merger Agreement, but it may not contain all of the information about the Merger Agreement that is important to you. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. We encourage you to carefully read the Merger Agreement in its entirety. The copy of the Merger Agreement has been attached as Annex A to this proxy statement to provide you with information regarding its terms. Except for its status as a legal document governing the contractual rights among the parties thereto, the Merger Agreement is not intended to provide any factual, business or operational information about BioClinica. The Merger Agreement contains representations and warranties that the parties thereto made to and solely for the benefit of the other parties thereto. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure letters that the parties exchanged in connection with the execution of the Merger Agreement. Accordingly, you should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letters. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in BioClinica's public disclosures.

The Offer

        The Merger Agreement provides that Purchaser would commence the Offer as promptly as reasonably practicable after the execution of the Merger Agreement, and that, subject to the satisfaction of the minimum tender condition and the other conditions, Purchaser would accept for payment and pay for all shares validly tendered and not withdrawn in the Offer promptly after the expiration date of the Offer.

        The Merger Agreement also provides that if, as of Monday, March 11, 2013, any of the conditions to the Offer were not satisfied or waived, then, subject to the rights of BioClinica, Parent and Purchaser to terminate the Merger Agreement, Purchaser could extend the Offer for successive periods of up to ten business days each ending no later than April 30, 2013, with the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of the conditions. Purchaser also agreed to extend the Offer for any period or periods required by applicable law or applicable rules, regulations, interpretations or positions of the SEC or the NASDAQ Global Market.

        After acceptance for payment of shares in the Offer, if Parent and Purchaser do not hold, in the aggregate, at least 90% of the issued and outstanding shares, then Purchaser may (but is not required to) elect to provide a subsequent offering period (and one or more extensions thereof) for the Offer in accordance with Rule 14d-11 under the Exchange Act. A subsequent offering period, if Purchaser elects to provide one or more, will be up to ten business days each. Purchaser is required to immediately accept for payment, and pay for, all shares validly tendered in any Subsequent Offering Period.

        Purchaser has agreed that it will not terminate the Offer prior to any scheduled expiration date without the written consent of BioClinica, except if the Merger Agreement is terminated pursuant to its terms. If the Merger Agreement is terminated pursuant to its terms, then Purchaser is required to promptly, and in any event within 24 hours, terminate the Offer and cause the depositary to return, in accordance with applicable law, all tendered shares to the registered holders thereof.

        On [March 11], 2013, Purchaser acquired [    •    ] shares of common stock validly tendered and not withdrawn in the Offer, representing approximately [    •    ]% of the outstanding shares of common stock. [Following expiration of the initial offering period, Purchaser announced a subsequent offering period that expires at 5:00 p.m., local time, on [    •    ], 2013.] [To-date, Purchaser has acquired an additional [    •    ] shares of common stock during the subsequent offering period and owns an

38

---

Table of Contents

aggregate [    •    ] shares of common stock, or approximately [    •    ]% of the outstanding shares of common stock.]

The Board of Directors

        Pursuant to the Merger Agreement, as of the date Purchaser first accepted for payment any shares validly tendered in the Offer (the "Acceptance Time"), Parent was entitled to elect or designate a number of directors, rounded up to the next whole number, to the Board of Directors that is equal to the total number of directors on the Board of Directors multiplied by the percentage that the shares beneficially owned by Parent, Purchaser and any of their affiliates, in the aggregate, bears to the total number of shares then outstanding. On March [    •    ], 2013, BioClinica caused Purchaser's designees to be so elected or designated. BioClinica also caused Purchaser's designees to constitute the same percentage (rounded up to the next whole number) of each committee of the Board of Directors [BioClinica also elected to be treated as a "controlled company" as defined by NASDAQ Marketplace Rule 5615(c).] See our Schedule 14D-9, filed with the SEC on February 11, 2013, for information regarding the directors designated by Parent.

        Pursuant to the terms of the Merger Agreement, until the effective time of the Merger, the Board of Directors will have at least three directors who were directors of BioClinica on January 29, 2013, and who are "independent directors" as defined by NASDAQ Marketplace Rule 5605(a)(2) and at least one of whom will be an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K (the "Continuing Directors"); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, BioClinica will take all necessary action (including creating a committee of the Board of Directors) so that the remaining Continuing Director or Continuing Directors will be entitled to elect or designate another person who satisfies the foregoing independence requirements to fill such vacancy, and such person will be deemed to be a Continuing Director for purposes of the Merger Agreement. As of [    •    ], 2013, the three Continuing Directors are [    •    ], [    •    ] and [    •    ]. Prior to the effective time of the Merger, in addition to any approvals of the Board of Directors or the stockholders of BioClinica as may be required by the certificate of incorporation of BioClinica, the by-law of BioClinica or applicable law, any (i) amendment or modification of the Merger Agreement which materially affects the holders of common stock, (ii) termination of the Merger Agreement by BioClinica, (iii) extension of time for performance of any of the obligations of Parent or Purchaser under the Merger Agreement, (iv) waiver of any condition to BioClinica's obligation under the Merger Agreement, (v) exercise or waiver of BioClinica's rights or remedies under the Merger Agreement, (vi) amendment to BioClinica's certificate of incorporation or by-laws, (vii) authorization of any agreement between BioClinica and any of its subsidiaries, on the one hand, and Parent, Purchaser or any of their affiliates on the other hand, or (viii) taking of any other action by BioClinica in connection with the Merger Agreement or the transactions contemplated thereby may, in each case, be effected only if there are in office one or more Continuing Directors and such action is approved by a majority of the Continuing Directors then in office; provided, however, that BioClinica will designate, prior to the Acceptance Time, two alternate Continuing Directors that the Board of Directors will appoint in the event of the death, disability or resignation of the Continuing Directors, each of whom will, following such appointment to the Board of Directors, be deemed to be a Continuing Director for purposes of the Merger Agreement. The Continuing Directors will have, and Parent will cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to BioClinica or the Board of Directors) and other advisors at the expense of BioClinica as determined by the Continuing Directors, and the authority to institute any action on behalf of BioClinica to enforce performance of the Merger Agreement.

39

---

Table of Contents

The Merger

        The Merger Agreement provides that, following completion of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the effective time of the Merger:

•

Purchaser will be merged with and into BioClinica and, as a result of the Merger, the separate corporate existence of Purchaser will cease;



•

BioClinica will be the surviving corporation in the Merger; and



•

all of the rights, privileges, powers, franchises, properties and assets of BioClinica and Purchaser will vest in the surviving corporation and continue unaffected by the Merger.

        The obligations of Parent and Purchaser, on the one hand, and BioClinica, on the other hand, to complete the Merger are subject to the satisfaction of the following conditions:

•

the Merger Agreement having been adopted and the Merger approved by the requisite vote of the stockholders of BioClinica, if necessary or required by applicable law;



•

there not being in effect any order, judgment, decision, decree, injunction, ruling, writ or assessment of and governmental authority, and no law having been enacted (and remaining in effect) by any governmental authority, which, in any case, prohibits or makes illegal the consummation of the Merger; and



•

Purchaser having accepted for payment and paid for the shares validly tendered and not withdrawn in the Offer.

        The certificate of incorporation and the bylaws of Purchaser will be the certificate of incorporation and the bylaws of the surviving corporation until changed or amended. Purchaser's directors immediately prior to the effective time of the Merger will be the initial directors of the Surviving corporation until the earlier of their resignation or removal or until their respective successors are duly designated, and the officers of BioClinica immediately prior to the effective time of the Merger will be the initial officers of the Surviving corporation until the earlier of their resignation or removal or until their respective successors are duly designated.

Conversion of Capital Stock

        At the effective time of the Merger, by virtue of the Merger:

•

each issued and outstanding share of Purchaser's capital stock will be converted into and become one fully paid and nonassessable share of common stock of the Surviving corporation;



•

all shares owned by BioClinica or by Parent, Purchaser or any of their respective subsidiaries will be cancelled and will cease to exist, and no consideration will be delivered in exchange for those shares; and



•

each issued and outstanding share (other than shares to be cancelled as set forth above, and other than shares held by a holder who exercises appraisal rights with respect to the shares) will be converted into the right to receive the Offer Price in cash, without interest.

        After the effective time of the Merger, the shares will no longer be outstanding and will cease to exist, and each holder of a certificate representing shares will cease to have any rights with respect thereto, except the right to receive the offer price in cash, without interest, upon the surrender of such certificate. At or prior to the effective time of the Merger, Parent will deposit with the paying agent the aggregate consideration to be paid to holders of shares in the Merger.

40

---

Table of Contents

Treatment of Restricted Stock and Options

        Each holder of an outstanding award of BioClinica restricted stock will have the right to tender such restricted stock in the Offer. Effective upon the Acceptance Time, each share of restricted stock fully vested, and the restrictions thereon elapsed. At the effective time of the Merger, holders of such shares will be entitled to receive $7.25 in cash, without interest and less any applicable withholding taxes, for each share held.

        Neither Parent nor Purchaser will assume any of BioClinica's options in connection with the Offer, the Merger or any other transactions contemplated in the Merger Agreement. Upon the Acceptance Time, each outstanding and unexercised Option vested and became exercisable for shares. To the extent not exercised prior to the effective time of the Merger, each outstanding, unexercised Option will be deemed exercised and cancelled in connection with the Merger and, in consideration for such deemed exercise and cancellation, each former holder of any such cancelled option will receive a cash payment equal to the product of (i) the excess, if any, of over the exercise price per share previously subject to such option times (ii) the total number of shares subject to such option; provided, that, if the exercise price per share of any such option is equal to or greater than $7.25, such option will be cancelled and terminated without any cash payment being made in respect thereof. BioClinica will take all actions necessary under BioClinica's plans and arrangements to effect the foregoing, including delivering all notices and making any determinations or resolutions of the Board of Directors.

Representations and Warranties

        The Merger Agreement contains representations and warranties made by BioClinica to Parent and Purchaser and representations and warranties made by Parent and Purchaser to BioClinica. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement, including those qualifications and limitations contained in a confidential disclosure letter provided by BioClinica to Parent and Purchaser the terms of which have not been disclosed. Moreover, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to stockholders or used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the Merger Agreement as statements of factual information.

        In the Merger Agreement, BioClinica has made customary representations and warranties to Parent and Purchaser with respect to, among other things:

•

corporate matters related to BioClinica and its subsidiaries, such as organization, good standing, corporate power and enforceability;



•

approval by the Board of Directors;



•

the inapplicability of BioClinica's Rights Plan to the Merger Agreement and the transactions contemplated by the Merger Agreement;



•

the vote required for the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement;



•

required governmental approvals;



•

its capitalization;



•

its subsidiaries;

41

---

Table of Contents

•

financial statements and public SEC filings;



•

the absence of undisclosed liabilities;



•

conduct of business in all material respects in the ordinary course of business consistent with past practice and the absence of a Company Material Adverse Effect (as defined below);



•

material contracts;



•

real property;



•

intellectual property;



•

tax matters;



•

employee benefit plans, ERISA matters and certain related matters;



•

labor matters;



•

permits, compliance with laws and regulatory matters;



•

litigation;



•

environmental matters;



•

litigation and insurance;



•

related party transactions;



•

finders' and brokers' fees and expenses; and



•

the opinion received by the Board of Directors from its financial advisor regarding the fairness of the transactions contemplated in the Merger Agreement.

        Some of the representations and warranties in the Merger Agreement made by BioClinica are qualified as to "materiality" or "Company Material Adverse Effect." For purposes of the Merger Agreement, a "Company Material Adverse Effect" means any change, effect, event or development (each a "Change", and collectively, "Changes") that, individually or taken together with all other Changes, has had a material adverse effect on the business, financial condition or results of operations of BioClinica and its subsidiaries, taken as a whole; provided, however, that no Change (by itself or when aggregated or taken together with any and all other Changes) directly or indirectly resulting from, relating to or arising out of any of the following will be deemed to be or constitute a "Company Material Adverse Effect," and no Change (by itself or when aggregated or taken together with any and all other such Changes) resulting from, arising out of or attributable to any of the following will be taken into account when determining whether a "Company Material Adverse Effect" has occurred or may, would or could occur:

•

general economic conditions (or changes in such conditions) in the United States or any other country or region in the world, or conditions in the global economy generally;



•

conditions (or changes in such conditions) in the securities markets, capital markets, credit markets, currency markets or other financial markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over the counter market operating in the United States or any other country or region in the world;



•

conditions (or changes in such conditions) generally affecting the industries or markets in which BioClinica and its Subsidiaries conduct business;

42

---

Table of Contents

•

political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world;



•

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world;



•

changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in GAAP (or the authoritative interpretation thereof);



•

the announcement of the Merger Agreement or the pendency or consummation of the transactions contemplated thereby, including (A) the identity of Parent, (B) the loss or departure of officers or other employees of BioClinica or any of its subsidiaries resulting from, arising out of, or attributable to the transactions contemplated by the Merger Agreement, (C) the termination or potential termination of (or the failure or potential failure to renew or enter into) any contracts with customers, suppliers, distributors or other business partners, whether as a result of the loss or departure of officers or employees of BioClinica or otherwise, resulting from, arising out of, or attributable to the transactions contemplated by this Agreement (but not, for the avoidance of doubt, the failure of any third party to grant a consent contemplated by this Agreement), and (D) any other negative development (or potential negative development) in BioClinica's relationships with any of its customers, suppliers, distributors or other business partners, whether as a result of the loss or departure of officers or employees of BioClinica or otherwise, directly resulting from, arising out of, or attributable to the transactions contemplated by this Agreement;



•

any actions taken or failure to take action, in each case, by Parent or any of its controlled affiliates, or to which Parent has approved, consented to or requested; or compliance with the terms of, or the taking of any action required by, the Merger Agreement; or the failure to take any action prohibited by the Merger Agreement;



•

changes in BioClinica's stock price or the trading volume of BioClinica's stock, in and of itself, or any failure by BioClinica to meet any public estimates or expectations of BioClinica's revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by BioClinica to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition); and



•

any legal proceedings made or brought by any of the current or former stockholders of BioClinica (on their own behalf or on behalf of BioClinica) against BioClinica arising out of the Merger Agreement, the Offer, the Merger or in connection with any other transactions contemplated by the Merger Agreement.

        Notwithstanding the foregoing proviso, to the extent a Change (by itself or when aggregated or taken together with any and all other Changes) both (A) results from, arises out of, or is attributable to the matters described in any of the first six bullets above, and (B) disproportionately affects BioClinica and its subsidiaries, taken as a whole, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which BioClinica and its subsidiaries conduct business, the disproportionate aspect of such Change may be taken into account when determining whether a "Company Material Adverse Effect" has occurred any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, has or would be reasonably expected to have a material adverse effect

43

---

Table of Contents

on or with respect to the business, results of operation or financial condition of BioClinica and its subsidiaries, taken as a whole.

        In the Merger Agreement, Parent and Purchaser have made customary representations and warranties to BioClinica with respect to, among other things:

•

corporate matters related to Parent and Purchaser, such as organization, good standing, corporate power and enforceability;



•

non-contravention;



•

required governmental approvals;



•

litigation;



•

access to information regarding BioClinica;



•

ownership of shares;



•

brokers;



•

operations and ownership of Purchaser;



•

available funds; and



•

solvency.

        None of the representations and warranties contained in the Merger Agreement or in any instrument delivered pursuant to the Merger Agreement survive the effective time of the Merger of the Merger. This limit does not apply to any covenant or agreement of the parties which by its terms contemplates performance after the effective time of the Merger.

No Solicitation

        As of the date of the Merger Agreement, BioClinica has agreed that it and its subsidiaries will cease, and cause their representatives to cease) any and all existing discussions or negotiations with any persons conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal (as defined below).

        From the date of the Merger Agreement until completion of the Merger or, if earlier, the termination of the Merger Agreement, BioClinica agreed that it and its subsidiaries will not, and will use their respective reasonable best efforts to cause their directors, officers, employees, controlled affiliates, investment bankers, attorneys and other agents and representatives, whom we refer to collectively as "representatives," not to, directly or indirectly:

•

solicit, initiate or knowingly induce the making, submission or announcement of, or knowingly encourage or assist, an Acquisition Proposal;



•

furnish to any person (other than parent, Purchaser of their designees) any non-public information relating to BioClinica or any of its subsidiaries, in each case with the intent to induce the making, submission or announcement of, or the intent to encourage or assist, an Acquisition proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal;



•

participate or engage in discussions or negotiations with any person with respect to an Acquisition Proposal;



•

approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal;

44

---

Table of Contents

•

enter into any letter of intent, agreement in principle, merger agreement, stock purchase agreement, acquisition agreement, option agreement or other agreement contemplating or otherwise relating to any Acquisition Proposal; or



•

resolve to propose or agree to do any of the foregoing.

        The foregoing restrictions do not prohibit BioClinica or its representatives from contacting in writing any person or group of persons who have made an acquisition proposal after the date of the Merger Agreement solely to request clarification of the terms and conditions thereof so as to determine whether such Acquisition Proposal (as defined below) is, or could reasonably be expected to lead to, a Superior Proposal (as defined below).

        Notwithstanding the restrictions described above, at any time before the first acceptance of shares for payment in the Offer, BioClinica, its subsidiaries and their respective representatives may:

•

participate or engage in discussions or negotiations with any person or group of persons that has made an unsolicited Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of the provisions of the Merger Agreement, if the Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, than such unsolicited Acquisition Proposal either constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties under applicable law;



•

grant a waiver, amendment or release under any standstill agreement (or standstill provision of any agreement) for the purpose of allowing any person or group of persons to make an Acquisition Proposal; and/or



•

furnish to any person or group of persons that has made an unsolicited Acquisition Proposal, if the Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that the Acquisition Proposal either constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, information relating to BioClinica or its subsidiaries and/or afford to any such person or group of persons access to the business, properties, assets, books, records and other non-public information, or to any personnel, of BioClinica and its subsidiaries, in each case subject to a confidentiality agreement on terms not less favorable to BioClinica in the aggregate than those contained in the confidentiality agreement governing the relationship between BioClinica and Purchaser.

        BioClinica has agreed that, in connection with taking any of the foregoing actions, it will give Parent written notice of the identity of the person or group of persons and the material terms of such Acquisition Proposal (unless such Acquisition Proposal is in written form, in which case BioClinica will give Parent a copy thereof), and will, contemporaneously with furnishing any non-public information to such person or group of persons, furnish or make available such non-public information to Parent to the extent such information has not previously been furnished or made available to Parent.

        If BioClinica receives (i) any Acquisition Proposal, (ii) any request for information that could reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which could reasonably be expected to lead to, any Acquisition Proposal, BioClinica is required under the Merger Agreement to promptly (and in any event within 48 hours) notify Parent of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person or group of persons making any such Acquisition Proposal, request or inquiry. BioClinica is further required to keep Parent reasonably informed on a reasonably prompt basis of any material change in the status or terms of any such Acquisition Proposal, request or inquiry and any related discussions or negotiations.

45

---

Table of Contents

Board Recommendation

        Subject to the provisions described below, the Board of Directors agreed to recommend that the holders of the shares accept the Offer, tender their shares to Purchaser in the Offer and, if required under applicable law, adopt the Merger Agreement. This is referred to as the "Recommendation." The Board of Directors also agreed to include the recommendation in the Schedule 14D-9 filed with the SEC on February 11, 2013 and to permit Parent to include the Recommendation in this Offer to Purchase and related Offer documents. The Merger Agreement provides that the Board of Directors will not effect a Recommendation Change except as described below.

        Neither the Board of Directors nor any committee thereof will withhold, withdraw, amend or modify the Recommendation (which we refer to as a "Recommendation Change") in a manner adverse to Parent or Purchaser, or publicly propose to do so; provided, that, a "stop, look and listen" communication by the Board of Directors to BioClinica's stockholders pursuant to Rule 14d-9(f) of the Exchange Act is not deemed to be a Recommendation Change .

        Notwithstanding the foregoing, the Board of Directors may effect a Recommendation Change at any time prior to the Acceptance Time:

•

if the Board of Directors receives an Acquisition Proposal that it determines in good faith constitutes a Superior Proposal after consultation with its financial advisor and outside legal counsel and the Board of Directors determines that the failure to effect a Recommendation Change would be inconsistent with its fiduciary duties under applicable law (a "Superior Proposal Recommendation Change").; or



•

in response to an Intervening Event (as defined below), if the Board of Directors determines in good faith (after consultation with its financial advisors and its outside legal counsel) that, in light of such Intervening Event, the failure to effect a Recommendation Change would be inconsistent with its fiduciary duties under applicable law (an "Intervening Event Recommendation Change").

        No such Recommendation Change may be made unless, prior to making such Recommendation Change:

•

BioClinica has complied in all material respects with the requirements described above under "Summary of the Merger Agreement—No Solicitation";



•

BioClinica has notified Parent in writing that it intends to effect a Recommendation Change, describing in reasonable detail the reasons for such Recommendation Change (a "Recommendation Change Notice") including (X) in the case of a Superior Proposal Recommendation Change, the identity of the person making the Acquisition Proposal, the most current written agreement relating to the transaction that constitutes a Superior Proposal and all related transaction agreements and (Y) in the case of an Intervening Event Recommendation Change, describing such Intervening Event in reasonable detail (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice will not constitute a Recommendation Change for purposes of the Merger Agreement); and



•

if requested by Parent, BioClinica will make its representatives available during the period beginning at 5:00 p.m. Central Time on the day of delivery by BioClinica to Parent of such Recommendation Change Notice and ending four business days later at 5:00 p.m. Central Time (the "Recommendation Change Notice Period") to discuss with Parent's representatives any proposed modifications to the terms and conditions of the Merger Agreement intended by Parent to cause such Superior Proposal to no longer constitute a Superior Proposal or to eliminate the need for the Board of Directors to effect a Recommendation Change as a result of

46

---

Table of Contents

an Intervening Event, as applicable; provided, however, that in the event that (x) after delivery of a Recommendation Change Notice in connection with a Superior Proposal, there has been a material change or revision to the terms of such Superior Proposal or (y) after delivery of a Recommendation Change Notice in connection with an Intervening Event, there has been a material change in the facts, events or circumstances relating to such Intervening Event, then, in either case, BioClinica will notify Parent of such material change or revision within 24 hours following such change or revision, and in connection with such change or revision the then-current Recommendation Change Notice Period will be extended such that at least two business days remain in such Recommendation Change Notice Period subsequent to the time BioClinica so notifies Parent of such material change or revision; and

•

Parent will have notified BioClinica that it has elected not to negotiate with BioClinica with respect to modification to the terms and conditions of the Merger Agreement or the Board of Directors will have determined in good faith (after consultation with financial advisor and outside legal counsel), after considering the terms of any amendment or modification to the Merger Agreement proposed by Parent, that the failure to effect a Recommendation Change would still be inconsistent with its fiduciary duties under applicable law.

        The Merger Agreement does not prohibit BioClinica or the Board of Directors from taking and disclosing to its stockholders a position as required by Rule 14d-9 promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or from making any required disclosure to BioClinica's stockholders if the Board of Directors determines in good faith, after consultation with its outside counsel, that the failure to make such disclosure would be inconsistent with its fiduciary duties to BioClinica's stockholders under applicable law, provided, that, any Recommendation Change is subject to the limitations set forth above.

        For purposes of the Merger Agreement:

•

"Acquisition Proposal" means any offer or proposal (other than an offer or proposal by Parent or Purchaser) to engage in any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) involving: (i) the purchase or other acquisition by any person or group of persons, directly or indirectly, of more than twenty percent (20%) of the shares outstanding as of the consummation of such purchase or other acquisition, or any tender offer or exchange offer by any person or group of persons that, if consummated in accordance with its terms, would result in such person or group of persons beneficially owning more than twenty percent (20%) of the shares outstanding as of the consummation of such tender or exchange offer; (ii) a merger, consolidation, joint venture, business combination or other similar transaction involving BioClinica pursuant to which the stockholders of BioClinica immediately preceding such transaction hold less than eighty percent (80%) of the voting equity interests in the surviving or resulting entity of such transaction; (iii) a sale, transfer, acquisition or disposition of more than twenty percent (20%) of the consolidated assets of BioClinica and its subsidiaries taken as a whole (measured by the fair market value thereof); or (iv) a liquidation, dissolution or other winding up of BioClinica and its subsidiaries, taken as a whole.



•

"Intervening Event" means any event, development or change in circumstances that is material to BioClinica and its subsidiaries, taken as a whole, that (i) was not known to the Board of Directors (or if known, the consequences of which were not known or reasonably foreseeable) as of January 29, 2013 and (ii) does not relate to any Acquisition Proposal or any events, changes or circumstances relating to Parent, Purchaser or any of their affiliates.



•

"Superior Proposal" means any bona fide written Acquisition Proposal on terms that the Board of Directors will have determined in good faith (after consultation with its financial advisor and outside legal counsel), would be more favorable from a financial point of view to the stockholders of BioClinica than the Offer and the Merger, taking into account, after consultation

47

---

Table of Contents

with outside counsel and BioClinica's financial advisors, the terms and conditions of such Acquisition Proposal (including legal, financial (including financing terms), regulatory and other aspects of the transaction contemplated therein, as well as the likelihood and timing of consummation thereof) and the Merger Agreement (including any changes to the terms of the Merger Agreement committed to by Parent in good faith to BioClinica in response to such Acquisition Proposal or otherwise) that the Board of Directors determines to be relevant; provided, that, for purposes of the definition of "Superior Proposal", the references to "20% and 80%" in the definition above of Acquisition Proposal will be deemed to be references to "50%".

Access

        From the date of the Merger Agreement until the effective time of the Merger or, if earlier, the termination of the Merger Agreement, BioClinica has agreed to give Parent and Parent's representatives reasonable access to all of its properties, books and personnel, subject to certain customary limitations.

Notification of Certain Matters

        BioClinica will give prompt notice to Parent, and Parent will give prompt notice to BioClinica, of (i) any litigation commenced after the date of the Merger Agreement against such party or its directors or officers (in such capacity) by any stockholder of BioClinica (on such stockholder's own behalf or on behalf of BioClinica) relating to the Offer, the Merger or the other transactions contemplated in the Merger Agreement, (ii) any notice received by such party from any governmental authority or person in connection with the Offer or the Merger or the other transactions contemplated by the Merger Agreement that the consent of such entity or person is or may be required in connection with the Offer or the Merger or the other transactions contemplated by the Merger Agreement, or (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Offer or the Merger not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of the Merger Agreement.

Section 16(b) Exemption

        BioClinica has agreed to take all actions reasonably necessary to cause the transactions contemplated by the Merger Agreement and any other dispositions of equity securities of BioClinica (including derivative securities) in connection with the transactions contemplated by the Merger Agreement by each individual who is a director or executive officer of BioClinica to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Stock Exchange Delisting

        BioClinica has agreed that prior to the effective time of the merger BioClinica will cooperate with Parent and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of the NASDAQ to cause the delisting of BioClinica and the shares from the NASDAQ as promptly as practicable after the effective time of the Merger and the deregistration of the shares under the Exchange Act as promptly as practicable after such delisting.

Financing Cooperation

        BioClinica will, and will cause its subsidiaries to and use its commercially reasonable efforts to cause the officers, directors, employees, agents and representatives of BioClinica and its subsidiaries to provide Parent and its representative with certain customary cooperation in connection with Parent's

48

---

Table of Contents

and Purchaser's financing of the transactions contemplated in the Merger Agreement, in each case at Parent's sole expense and provided, that, such efforts do not interfere unreasonably with the business or operations of BioClinica and its subsidiaries.

Indemnification and Insurance

        Parent will cause BioClinica and its subsidiaries to honor and fulfill in all respects the obligations of BioClinica and its subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents as in effect on the date of the Merger Agreement and (ii) all indemnification agreements between BioClinica or any of its subsidiaries and any of their respective current or former directors and officers, whom we refer to as "indemnified persons".

        For six years after the effective time of the Merger, Parent will cause BioClinica to indemnify and hold harmless indemnified persons, to the fullest extent permitted by law, against all losses, claims, damages, liabilities, costs, expenses, judgments, fines and, subject to approval by Parent (not to be unreasonably withheld, delayed or conditioned), amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil or criminal, arising from or pertaining to the fact that such indemnified party is or was serving as a director or officer of BioClinica or its subsidiaries or the Merger Agreement and the transactions contemplated thereby.

        BioClinica will maintain a tail prepaid insurance policy with a claims period of at least six (6) years from and after the effective time of the Merger, with coverage at least as favorable in the aggregate as BioClinica's current policies, except that neither Parent nor BioClinica will be required to pay, and (if obtained prior to the Merger) BioClinica will not be permitted to pay, with respect to such insurance policies an annualized premium of more than 200% of the annual premium paid by BioClinica for such insurance prior to the Merger.

Employee Matters

        From and after the effective time of the Merger, BioClinica will honor all employee benefit plans and arrangements of BioClinica in accordance with their terms as in effect immediately prior to the effective time of the Merger and unless otherwise expressly terminated in accordance with their terms, such plans and arrangements will survive after the effective time of the Merger, provided, that, BioClinica will be permitted to amend or terminate any such plan or arrangement in accordance its terms or as otherwise required by law.

        For a period of not less than one year following the effective time of the Merger, BioClinica will provide continuing employees compensation and employee benefits (exclusive of equity-based compensation) substantially no less favorable in the aggregate than the compensation and benefits provided to the respective employees immediately before the effective time of the Merger. Continuing employees will generally receive full credit for prior service for purposes of eligibility and vesting and, for purposes of vacation and severance only for purposes of benefit accruals.

        No provision of the Merger Agreement will be deemed to guarantee employment for any period of time for, or preclude the ability of Parent or BioClinica to terminate the employment of, any continuing employee for any reason.

Tax Matters

        Any transfer, stamp, documentary, sales, use, registration, value-added and other similar taxes incurred by the parties in connection with the transactions contemplated in the Merger Agreement will be borne by Parent.

49

---

Table of Contents

Efforts and Regulatory Filings

        Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement in the most expeditious manner practicable, including causing the conditions to the Offer to be satisfied and obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals, orders and authorizations from any governmental authorities and the making of all necessary registrations, declarations and filings with governmental authorities that are necessary to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

        BioClinica, Parent and Purchaser also agreed that they will:

•

as soon as practicable, but in no event later than ten (10) business days after the date of the Merger Agreement, make the filings required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by the Merger Agreement;



•

as soon as practicable, file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign governmental authority that is required by antitrust laws;



•

use reasonable best efforts to cooperate with each other in making all such filings, supply one another with any information that reasonably may be required in order to make such filings, supply to any governmental authority any additional information that may be requested pursuant to any law or by such governmental authority, and, subject to limitations described below, take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other antitrust laws and to obtain any required consents thereunder as soon as practicable; and



•

use reasonable best efforts to take promptly all other actions as reasonably may be necessary to resolve such objections, if any, of U.S. or foreign antitrust authorities with respect to the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

        Parent and BioClinica agreed to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any domestic or foreign antitrust law, and to enable all waiting periods under any antitrust law to expire, and to avoid or eliminate each and every impediment under any antitrust law asserted by any governmental authority, in each case, to cause the Merger and the other transactions contemplated by the Merger Agreement to occur prior to April 30, 2013, including but not limited to :

•

promptly complying with or modifying any requests for additional information (including any second request) by any governmental authority;



•

if necessary to obtain clearance by any governmental authority before April 30, 2013, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or businesses of Parent, its subsidiaries and its and their affiliates and BioClinica and its subsidiaries, and any other restrictions on the activities of Parent, its subsidiaries and its and their affiliates and BioClinica and its subsidiaries (collectively a "Remedy"); provided, however:



•

that none of Parent, its subsidiaries or its and their affiliates will be required to enter into any Remedy that would materially impair the overall benefits expected to be realized from the consummation of the transactions contemplated by the Merger Agreement;



•

none of BioClinica nor any of its subsidiaries or affiliates will agree to enter into any Remedy without the prior written consent of Parent, assuming such Remedy is conditioned on the consummation of the transactions contemplated by the Merger Agreement; and

50

---

Table of Contents

•

contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to the Merger Agreement to consummate the transactions contemplated thereby, unless Parent reasonably determines that litigation is not in its best interests.

Anti-Takeover Laws

        If any takeover statute is or becomes applicable to the Offer, the Merger, the Top-Up or any other transaction contemplated by the Merger Agreement, then each of BioClinica (other than as a result of the inaccuracy of the representations and warranties of Parent and Purchaser in the Merger Agreement), Parent and Purchaser will use their respective reasonable best efforts to ensure that the transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in the Merger Agreement and otherwise to minimize the effect of such law on the Merger Agreement and the transactions contemplated thereby.

Public Statements and Disclosure

        BioClinica, Parent and Purchaser agreed that after an initial joint press release none of them will issue any public release or make any public announcement concerning the transactions contemplated in the Merger Agreement without the prior written consent of the other (which consent may not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or by obligations pursuant to any listing agreement with any national securities exchange or the NASDAQ (in which case the party required to make the release or announcement will use its reasonable best efforts to allow the other parties reasonable time to comment on such release or announcement in advance of issuance (it being understood that the final form is in the discretion of the disclosing party). The foregoing restrictions do not apply to any release or announcement made or proposed to be made by BioClinica in relating to any Acquisition Proposal or following a Recommendation Change pursuant to the limitations described above under "The Merger Agreement—No Solicitation".

Termination

        The Merger Agreement may be terminated at any time prior to the effective time of the Merger only as follows:

•

by mutual written agreement of Parent and BioClinica;



•

by either Parent or BioClinica in the event that the first acceptance for payment by Purchaser of shares pursuant to the Offer will not have occurred on or before April 30, 2013, which we refer to as the "outside date"; provided, however, that such right to terminate the Merger Agreement is not be available to a party if such party's actions or omissions have been a principal cause of, or primarily resulted in, the failure of the consummation of the Offer to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement or such party is in material breach of the Merger Agreement (we refer to this termination right as the "Outside Date Termination Right");



•

by either Parent or BioClinica if any order (whether temporary, preliminary or permanent in nature) issued by any court of competent jurisdiction or other restraint or prohibition of any governmental authority of competent jurisdiction will be in effect, or if any law will have been enacted, entered, promulgated, enforced or deemed applicable by any governmental authority of competent jurisdiction and remain in effect, that, in any such case, prohibits or makes illegal the consummation of the Offer or the Merger, and such order or law will have become final and nonappealable (which order or law the party seeking to terminate the Merger Agreement will

51

---

Table of Contents

have used its reasonable best efforts to resist, resolve or lift, as applicable, subject to the limitations described above under "The Merger Agreement—Efforts and Regulatory Filings";

•

by BioClinica, subject to and conditioned upon compliance with the provisions described above under "Summary of the Merger Agreement—Board Recommendation", in the event that the Board of Directors has received an Acquisition Proposal that it determines in good faith constitutes a Superior Proposal after consultation with its financial advisor and outside legal counsel and that the failure to terminate the Merger Agreement in order to enter into an agreement with respect to such a Superior Proposal would be inconsistent with its fiduciary duties under applicable Law; provided, that, BioClinica contemporaneously enters into a definitive transaction agreement with respect to such Superior Proposal and that BioClinica pays Parent the Termination Fee described below under "The Merger Agreement—Fees and Expenses" (we refer to this termination right as the "Superior Proposal Termination Right");



•

by Parent, in the event that BioClinica will have breached any of its representations, warranties or covenants under the Merger Agreement such that prior to the consummation of the Offer either:



•

any of the representations and warranties of BioClinica set forth in the Merger Agreement will not be true and correct (disregarding all qualifications or limitations as to materiality and Company Material Adverse Effect and words of similar import set forth therein), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and except, in each case, to the extent such representations and warranties are made as of a specific date (in which case such representations and warranties will not be true and correct (subject to such qualifications) as of such specific date only); or



•

BioClinica will have failed to perform or comply in all material respects with its obligations required to be performed or complied with by it under this Agreement;

and BioClinica will have failed to cure such breach within ten business days after BioClinica has received written notice of such breach from Parent (but Parent will not be permitted to so terminate the Merger Agreement in respect of the breach set forth in any such written notice (x) at any time during such ten business day period, and (y) at any time after such ten business day period if BioClinica will have cured such breach during such ten business day period) (we refer to this termination right as the "Breach Termination Right");

•

by Parent, in the event that (i) the Board of Directors will have effected a Recommendation Change; provided, however, that Parent's right to so terminate the Merger Agreement will expire ten business days after the first date upon which BioClinica makes such Recommendation Change, or (ii) a tender or exchange offer for shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a person unaffiliated with Parent and, within ten business days after the public announcement of the commencement of such Acquisition Proposal, BioClinica will not have filed a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that BioClinica's stockholders reject such Acquisition Proposal and not tender any shares into such tender or exchange offer; provided, however, that Parent's right to so terminate the Merger Agreement in respect of such a failure to act will expire ten business days after such failure(we refer to this termination right as the "Recommendation Change Termination Right");



•

by BioClinica, in the event that Parent or Purchaser will have breached any of its representations, warranties or covenants under the Merger Agreement (which breach would or could reasonably be expected to individually or in the aggregate, prevent or materially impede, hinder or delay the performance by Parent or Purchaser of any of their respective obligations

52

---

Table of Contents

under the Merger Agreement or the consummation of the Offer or the Merger), and will have failed to cure such breach within ten business days after Parent has received written notice of such breach from BioClinica (it being understood that BioClinica will not be permitted to so terminate the Merger Agreement in respect of the breach set forth in any such written notice at any time during such ten business day period, and at any time after such ten business day period if Parent and Purchaser will have cured such breach during such ten business day period); or

•

by BioClinica, in the event that (i) Purchaser fails to commence the Offer within the required time period or terminates or makes any change to the Offer in violation of the terms of the Merger Agreement or (ii) at any scheduled expiration date of the Offer, Purchaser fails to accept for payment and pay for shares validly tendered and not withdrawn in the Offer subject to the terms of and in accordance with the Merger Agreement and at such time all of the conditions to the Offer are satisfied and no subsequent expiration date for the Offer is established pursuant to an authorized extension of the Offer.

Notice of Termination; Effect of Termination

        Any proper and valid termination of the Merger Agreement in accordance with the provisions described above under "The Merger Agreement—Termination" will be effective immediately upon the delivery of written notice of the terminating party to the other parties to the Merger Agreement. In the event of such termination of the Merger Agreement, the Merger Agreement will be of no further force or effect without liability of any party thereto (or any director, officer, employee, affiliate, agent or other representative of such party) to the other parties thereto, except for the provisions described below under "The Merger Agreement—Termination Fees and Expenses" and certain other provisions as described in the Merger Agreement. Nothing in the Merger Agreement will relieve any party from liability for any knowing and intentional breach of, or fraud in connection with, the Merger Agreement, except that if the termination fee is paid then such payment will be the sole and exclusive remedy of Parent and Purchaser against BioClinica and its subsidiaries and any of their respective former, current or future officers, directors, partners, equity holders, managers, members, affiliates or successors.

Termination Fees and Expenses

        Except for provisions described below and certain transfer and filing fees as described in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the Offer or the Merger is consummated.

        BioClinica has agreed to pay Parent a termination fee equal to the sum of (x) all reasonably documented fees and expenses incurred by Parent or its subsidiaries in connection with the Merger Agreement and the transactions contemplated thereby, including all reasonable out-of-pocket fees and expenses incurred by or on behalf of Parent or its subsidiaries in connection with the authorization, preparation, negotiation, execution and performance of the Merger Agreement and the transactions contemplated thereby up to a maximum of $2,000,000 (the "Parent Expenses") and (y) $4,500,000 (collectively, the "Termination Fee"), if:

•

the Merger Agreement is validly terminated by either Parent or BioClinica pursuant to the Outside Date Termination Right or by Parent pursuant to the Breach Termination Right;



•

at or prior to the time of any such termination a third party will have publicly disclosed a bona fide Acquisition Proposal pursuant to which the holders of shares would be paid a price per share in excess of the Merger Consideration; and



•

within nine (9) months following the termination of the Merger Agreement, BioClinica enters into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal is

53

---

Table of Contents

consummated (it being understood that for purposes of the preceding two references to "Acquisition Proposal", the references to "20%" and "80%" in the definition of "Acquisition Proposal" will be deemed to be references to "50%").

        In the event that the Merger Agreement is validly terminated under the circumstances set forth in either of the first two bullets of the preceding sentence, then at the time of such termination, BioClinica will pay to Parent the Parent Expenses, and in the event that the Termination Fee later becomes payable by BioClinica, then any Parent Expenses, to the extent previously paid by BioClinica, will be credited against the Termination Fee then payable.

        In the event that the Agreement is terminated by BioClinica pursuant to the Superior Proposal Termination Right, BioClinica will pay to Parent the Termination Fee as a condition to the effectiveness of such termination.

        In the event that this Agreement is terminated by Parent pursuant to the Recommendation Change Termination Right, BioClinica will pay to Parent the Termination Fee within two (2) business days after such termination.

        The Termination Fee is required to be paid by wire transfer of immediately available funds to an account designated in writing by Parent. BioClinica is not obligated to pay the Termination Fee on more than one occasion.

        The parties acknowledged that the agreements contained in the provisions regarding the Termination Fee are an integral part of the transactions contemplated by the Merger Agreement. If BioClinica fails promptly to pay the Termination Fee when due, and, in order to obtain such payment, Parent commences a legal proceeding that results in an award against BioClinica for such fee, BioClinica will pay Parent its costs and expenses in connection with such legal proceeding, together with interest.

Amendment

        The Merger Agreement may be amended by the parties at any time before or after the Offer closing will have occurred or stockholder approval will have been obtained; provided, however, that after the Offer closing, and subject to certain limitations, there will be no amendment that decreases the offer price or the merger consideration, and after stockholder approval has been obtained, there will be made no amendment that by applicable law requires further approval by BioClinica's stockholders without such further approval having been obtained. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties; provided, however, that after the first acceptance by Parent of shares for payment in the Offer, any amendment will also require the approval of the independent directors of BioClinica.

Extensions and Waiver

        At any time and from time to time prior to the effective time of the Merger, any party to the Merger Agreement may, to the extent legally allowed and except as otherwise set forth therein, extend the time for the performance of any of the obligations or other acts of the other parties thereto, as applicable, waive any inaccuracies in the representations and warranties made to such other parties thereto contained therein or in any document delivered pursuant thereto, and waive compliance with any of the agreements or conditions for the benefit of such other parties thereto contained therein (other than, for the avoidance of doubt, the minimum tender condition unless such waiver is consented to in writing by BioClinica).

        The Board of Directors recommends a vote FOR the vote on the adoption of the Merger Agreement.

54

---

Table of Contents

PROPOSAL TWO: NON-BINDING, ADVISORY PROPOSAL REGARDING
CHANGE OF CONTROL COMPENSATION

        As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, BioClinica is required to submit a proposal to BioClinica stockholders for a non-binding, advisory vote to approve the payment by BioClinica of certain compensation to the named executive officers of BioClinica that is based on or otherwise relates to the Merger. This proposal, commonly known as "say-on-golden parachute," and which we refer to as the named executive officer merger-related compensation proposal, gives BioClinica stockholders the opportunity to vote on an advisory basis on the compensation that BioClinica's named executive officers will or may be entitled to receive from BioClinica that is based on or otherwise relates to the Merger.

        The compensation that BioClinica's named executive officers may be entitled to receive from BioClinica that is based on or otherwise relates to the Merger is summarized in the table entitled "Golden Parachute Compensation," which is included above under "Proposal 1—The Merger—Interests of BioClinica's Directors and Executive Officers in the Merger," including the associated narrative discussion. That summary includes all compensation and benefits that may be paid or become payable to BioClinica's named executive officers that are based on or otherwise relate to the Merger. the Board of Directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement.

        The Board of Directors recommends that the BioClinica stockholders approve the following resolution:

        "RESOLVED, that the BioClinica stockholders approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the Golden Parachute Compensation table and the related narrative disclosures."

        The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly, you may vote to approve the proposal to adopt the Merger Agreement and vote not to approve the named executive officer merger-related compensation proposal and vice versa. Because the vote on named executive officer merger-related compensation proposal is advisory only, it will not be binding on either BioClinica or Cypress. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of BioClinica stockholders.

        The Board of Directors recommends that Stockholders vote FOR the approval of the non-binding, advisory proposal regarding Change of Control Compensation.

55

---

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of BioClinica common stock as of March 1, 2013 for (1) all persons who are known to us to be beneficial owners of 5% or more of the outstanding shares of BioClinica common stock, (2) each of our directors, (3) our named executive officers, and (4) all of our named executive officers and directors as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned, subject to community property laws, where applicable. Unless otherwise noted, the address of each person identified below is c/o BioClinica, Inc., 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940.

56

---

Table of Contents

57

---

Table of Contents

MARKET PRICE DATA AND DIVIDEND INFORMATION

        BioClinica's common stock trades on the NASDAQ under the symbol "BIOC." The following table sets forth the range of high and low sales prices for each quarterly period within the two most recent fiscal years. Such quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

        On January 29, 2013, the last full trading day prior to the public announcement of the terms of the Offer and the Merger, the reported closing sales price per share on the NASDAQ during normal trading hours was $6.04 per share. On [    •    ], 2013, the last full trading day prior to the mailing of the proxy statement, the last reported sales price of the shares on the NASDAQ was $[    •    ] per share. BioClinica has never paid cash dividends on its common stock. In BioClinica's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, BioClinica indicated that it planned to retain its future earnings, if any, to finance further research and development and did not expect to pay any cash dividends in the foreseeable future.

        Additionally, under the terms of the Merger Agreement, BioClinica is not permitted to declare or pay dividends with respect to the shares without the prior written consent of Parent.

58

---

Table of Contents

APPRAISAL RIGHTS

        The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the text of Section 262 of the DGCL, a copy of which is attached to this proxy statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C. Failure to follow any of the statutory procedures precisely may result in a termination or waiver of these rights.

        If the Merger is consummated, dissenting holders of BioClinica common stock who follow the procedures specified in Section 262 of the DGCL within the appropriate time periods will be entitled to have their shares of BioClinica common stock appraised by the Delaware Court of Chancery (the "Court") and to receive the "fair value" of such shares in cash as determined by the Delaware Court of Chancery, together with a fair rate of interest, if any, to be paid on the amount determined to be the fair value, in lieu of the consideration that such stockholder would otherwise be entitled to receive pursuant to the Merger Agreement.

        The following is a brief summary of Section 262, which sets forth the procedures for dissenting from the Merger and demanding and perfecting appraisal rights. Failure to follow the procedures set forth in Section 262 precisely could result in the loss of appraisal rights. Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the Meeting, not less than 20 days prior to the meeting a constituent corporation must notify each of its holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in each such notice a copy of Section 262. This proxy statement constitutes such notice to holders of BioClinica common stock concerning the availability of appraisal rights under Section 262. A stockholder of record wishing to assert appraisal rights must hold the shares of stock on the date of making a demand for appraisal rights with respect to such shares and must continuously hold such shares through the effective time of the Merger.

        Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262. A written demand for appraisal of shares must be filed with us before the Meeting. This written demand for appraisal of shares must be in addition to and separate from a vote against the adoption of the Merger Agreement, or an abstention or failure to vote for the adoption of the Merger Agreement. Stockholders electing to exercise their appraisal rights must not vote FOR the adoption of the Merger Agreement. Any proxy or vote against the Merger will not constitute a demand for appraisal within the meaning of Section 262.

        A demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the share certificate. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand must be executed by or for the record owner. If the shares are owned by or for more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner or owners. A person having a beneficial interest in BioClinica common stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow the steps summarized herein and in a timely manner to perfect whatever appraisal rights the beneficial owner may have. If common stock is held through a broker who in turn holds the common stock through a central securities depository nominee such as Cede & Co., a demand for appraisal of such common stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

        A stockholder who elects to exercise appraisal rights should mail or deliver the required written demand to us at BioClinica, Inc., 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940,

59

---

Table of Contents

Attention: [    •    ]. The demand must reasonably inform us of the identity of the holder as well as the holder's intention to demand an appraisal of the "fair value" of the shares held by the holder. A stockholder's failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Meeting will constitute a waiver of appraisal rights. Within 10 days after the effective time of the Merger, we must provide notice of the effective time of the Merger to all of our stockholders who have complied with Section 262 and have not voted for the adoption of the Merger Agreement.

        Within 120 days after the effective time of the Merger (but not thereafter), any stockholder who has satisfied the requirements of entitlement to perfection of appraisal rights will be entitled, upon written request, to receive from us a statement listing the aggregate number of shares not voted in favor of the Merger and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after a written request therefor has been received by us or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, request from us the statement described in this paragraph.

        Within 120 days after the effective time of the Merger (but not thereafter), either we or any stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the Court demanding a determination of the fair value of the shares of BioClinica common stock owned by stockholders entitled to appraisal rights. We have no obligation or present intention to file such a petition if demand for appraisal is made, and holders should not assume that we will file a petition. Accordingly, it is the obligation of the holders of common stock to initiate all necessary action to perfect their appraisal rights in respect of shares of common stock within the time prescribed in Section 262. A person who is the beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file such a petition.

        Upon the filing of any petition by a stockholder in accordance with Section 262, service of a copy must be made upon us. We must, within 20 days after service, file in the office of the Register in Chancery in which the petition was filed, a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom we have not reached agreements as to the value of their shares. The Court may require the stockholders who have demanded an appraisal for their shares (and who hold stock represented by certificates) to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings and the Court may dismiss the proceedings as to any stockholder that fails to comply with such direction.

        After notice to the stockholders as required by the Court, the Court is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. After the Court determines the holders of common stock entitled to appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court shall determine the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment.

60

---

Table of Contents

        In determining fair value, the Court will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court" should be considered, and that "fair price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the Merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered." Stockholders considering seeking appraisal of their shares should note that the fair value of their shares determined under Section 262 could be more, or less than, or equal to, the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares. Although we believe that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Court.

        The costs of the appraisal proceeding (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Court and taxed against the parties as the Court deems equitable under the circumstances. Upon application of a dissenting stockholder, the Court may order all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including reasonable attorneys' fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. In the absence of a determination or assessment, each party bears his, her or its own expenses. The exchange of shares for cash pursuant to the exercise of appraisal rights generally will be a taxable transaction for United States federal income tax purposes and possibly state, local and foreign income tax purposes as well. See "Proposal One: The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 33.

        Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the effective time of the Merger, be entitled to vote for any purpose the shares subject to demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the effective time of the Merger.

        At any time within 60 days after the effective time of the Merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw his, her or its demand for appraisal and to accept the terms offered in the Merger Agreement. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive payment for his, her or its shares as provided in the Merger Agreement only with our consent. No appraisal proceeding in the Court will be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the Merger Agreement within 60 days after the effective time of the Merger. If we do not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder's right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Court does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised

61

---

Table of Contents

value determined in any such appraisal proceeding, which value could be more or less than, or equal to, the consideration being offered pursuant to the Merger Agreement. If no petition for appraisal is filed with the court within 120 days after the effective time of the Merger, stockholders' rights to appraisal (if available) will cease. Inasmuch as we have no obligation to file such a petition, any stockholder who desires a petition to be filed is advised to file it on a timely basis.

        Failure by any stockholder to comply fully with the procedures of Section 262 of the DGCL (as reproduced in Annex C to this proxy statement) may result in termination of such stockholder's appraisal rights. In view of the complexity of Section 262, stockholders of BioClinica who may wish to dissent from the Merger and pursue appraisal rights should consult their legal advisors.

STOCKHOLDER PROPOSALS

        If the Merger is completed, BioClinica will not hold an Annual Meeting of Stockholders in 2013. If the Merger is not completed, Stockholders will continue to be entitled to attend and participate in BioClinica's stockholder meetings and BioClinica intends on holding a 2013 Annual Meeting of Stockholders.

        Stockholders who wish to submit proposals for inclusion in our proxy statement and form of proxy relating to the 2013 Annual Meeting of Stockholders must have advised the Secretary of BioClinica of such proposals in writing by December 10, 2012; provided, however, that in the event that the date of this year's annual meeting has been changed by more than thirty (30) days from the date of the previous year's annual meeting, then the deadline is a reasonable time before we begins to print and send our proxy materials for this year's annual meeting.

        Our bylaws provide that Stockholders who intend to present a proposal at such meeting without inclusion of such proposal in our proxy materials pursuant to Rule 14a-8 under the Exchange Act were required to provide advance notice of such proposal to the Secretary of BioClinica at the aforementioned address not later than February 15, 2013 nor earlier than January 16, 2013; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after the first anniversary of the preceding year's annual meeting, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by us).

        If we did not receive notice of a stockholder proposal within this timeframe, our management will use its discretionary authority to vote the shares they represent, as the Board of Directors may recommend. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

HOUSEHOLDING OF MEETING MATERIALS

        Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the document to you if you call or write us at the following address or phone number: 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, (267) 757-3000. If you want to receive a separate copy of the proxy statement in the future or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holders, or you may contact us at the above address and phone number.

62

---

Table of Contents

OTHER MATTERS

        The Board of Directors is not aware of any matter to be presented for action at the Meeting other than the matters referred to above, and does not intend to bring any other matters before the Meeting. However, if other matters should come before the Meeting, it is intended that holders of the proxies will vote thereon in their discretion.

GENERAL

        The accompanying proxy is solicited by and on behalf of the Board of Directors, whose notice of meeting is attached to this Proxy Statement, and the entire cost of such solicitation will be borne by us.

        We have not engaged a proxy solicitor at this time, but we may engage one prior to the Meeting.

        In addition to the use of the mails, proxies may be solicited by personal interview, telephone and telegram by directors, officers and other employees of BioClinica who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith.

        Certain information contained in this Proxy Statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.

        Copies of BioClinica's such filings can be found at the SEC's Public Reference Rooms at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding BioClinica's filings at www.sec.gov. Information contained in the filings described above is not incorporated by reference into this proxy statement

        PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE US THE EXPENSE OF FURTHER MAILINGS.

Newtown, Pennsylvania
[    •    ], 2013

63

---

Table of Contents

ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

BIOCORE HOLDINGS, INC.,

BC ACQUISITION CORP.,

and

BIOCLINICA, INC.

Dated as of January 29, 2013

---

Table of Contents

TABLE OF CONTENTS

i

---

Table of Contents

ii

---

Table of Contents

 

iii

---

Table of Contents

AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 29, 2013, is entered into by and among BioCore Holdings, Inc., a Delaware corporation ("Parent"), BC Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Acquisition Sub"), and BioClinica, Inc., a Delaware corporation (the "Company"). Each of Parent, Acquisition Sub and the Company are referred to herein as a "Party"and together as the "Parties." Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.

W I T N E S S E T H:

        WHEREAS, the respective boards of directors of each of Parent, Acquisition Sub and the Company have (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of their respective securityholders and (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, Parent proposes to cause Acquisition Sub to commence a tender offer (as it may be amended from time to time as permitted under this Agreement, the "Offer") to purchase all the outstanding shares of Company Common Stock at a price per share of Company Common Stock of $7.25, without interest (such amount, or any other amount per share of Company Common Stock paid pursuant to the Offer and this Agreement, the "Offer Price"), net to the seller thereof in cash, on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, Acquisition Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger (the "Merger"), and as a result of the Merger, except as expressly provided in Section 3.7(a)(ii), Section 3.7(a)(iii) and Section 3.7(c), each issued and outstanding share of Company Common Stock immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive the Merger Consideration; and

        WHEREAS, Parent, Acquisition Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and the transactions contemplated hereby and to prescribe certain conditions with respect to the consummation of the transactions contemplated by this Agreement.

        NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Parent, Acquisition Sub and the Company hereby agree as follows:

ARTICLE I
DEFINITIONS & INTERPRETATIONS

        1.1    Certain Definitions.     For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings:

        "Acceptable Confidentiality Agreement" shall mean a confidentiality agreement on terms not less favorable to the Company in the aggregate than those contained in the Confidentiality Agreement and that does not prohibit the Company from complying with its obligations to Parent and Acquisition Sub under Section 6.2 and Section 6.3 of this Agreement.

A-1

---

Table of Contents

        "Acquisition Proposal" shall mean any offer or proposal (other than an offer or proposal by Parent or Acquisition Sub) to engage in an Acquisition Transaction.

        "Acquisition Transaction" shall mean any transaction or series of related transactions (other than the transactions contemplated by this Agreement) involving: (i) the purchase or other acquisition by any Person or "group" (as defined in or under Section 13(d) of the Exchange Act), directly or indirectly, of more than twenty percent (20%) of the Company Common Stock outstanding as of the consummation of such purchase or other acquisition, or any tender offer or exchange offer by any Person or "group" (as defined in or under Section 13(d) of the Exchange Act) that, if consummated in accordance with its terms, would result in such Person or "group" beneficially owning more than twenty percent (20%) of the Company Common Stock outstanding as of the consummation of such tender or exchange offer; (ii) a merger, consolidation, joint venture, business combination or other similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than eighty percent (80%) of the voting equity interests in the surviving or resulting entity of such transaction; (iii) a sale, transfer, acquisition or disposition of more than twenty percent (20%) of the consolidated assets of the Company and its Subsidiaries taken as a whole (measured by the fair market value thereof); or (iv) a liquidation, dissolution or other winding up of the Company and its Subsidiaries, taken as a whole.

        "Affiliate" shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

        "Antitrust Law" shall mean the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, including any foreign merger control, antitrust, or foreign investment Laws, in any case that are applicable to the transactions contemplated by this Agreement.

        "Business Day" shall mean any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of the State New York or is a day on which banking institutions located in the State of New York are authorized or required by Law or other governmental action to close.

        "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

        "Company Balance Sheet" shall mean the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2012.

        "Company Balance Sheet Date" shall mean September 30, 2012.

        "Company Board" shall mean the Board of Directors of the Company.

        "Company By-Laws" shall mean the by-laws of the Company.

        "Company Capital Stock" shall mean the Company Common Stock and the Company Preferred Stock.

        "Company Certificate of Incorporation" shall mean the Restated Certificate of Incorporation of the Company, as amended through the date hereof.

A-2

---

Table of Contents

        "Company Common Stock" shall mean the Common Stock, par value $0.00025 per share, of the Company and the associated preferred stock purchase rights under the Rights Plan.

        "Company Intellectual Property Rights" means Intellectual Property rights owned, used or held for use in the conduct of the business as currently conducted by the Company or any of its Subsidiaries.

        "Company Material Adverse Effect" shall mean any change, effect, event or development (each a "Change", and collectively, "Changes") that, individually or taken together with all other Changes, has had a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that no Change (by itself or when aggregated or taken together with any and all other Changes) directly or indirectly resulting from, relating to or arising out of any of the following shall be deemed to be or constitute a "Company Material Adverse Effect," and no Change (by itself or when aggregated or taken together with any and all other such Changes) resulting from, arising out of or attributable to any of the following shall be taken into account when determining whether a "Company Material Adverse Effect" has occurred or may, would or could occur:

          (i)  general economic conditions (or changes in such conditions) in the United States or any other country or region in the world, or conditions in the global economy generally;

         (ii)  conditions (or changes in such conditions) in the securities markets, capital markets, credit markets, currency markets or other financial markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world;

        (iii)  conditions (or changes in such conditions) generally affecting the industries or markets in which the Company and its Subsidiaries conduct business;

        (iv)  political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world;

         (v)  earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world;

        (vi)  changes in Law or other legal or regulatory conditions (or the interpretation thereof) or changes in GAAP (or the authoritative interpretation thereof);

       (vii)  the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby, including (A) the identity of Parent, (B) the loss or departure of officers or other employees of the Company or any of its Subsidiaries resulting from, arising out of, or attributable to the transactions contemplated by this Agreement, (C) the termination or potential termination of (or the failure or potential failure to renew or enter into) any Contracts with customers, suppliers, distributors or other business partners, whether as a result of the loss or departure of officers or employees of the Company or otherwise, resulting from, arising out of, or attributable to the transactions contemplated by this Agreement (but not, for the avoidance of doubt, the failure of any third party to grant a Consent contemplated by this Agreement), and (D) any other negative development (or potential negative development) in the Company's relationships with any of its customers, suppliers, distributors or other business partners, whether

A-3

---

Table of Contents

as a result of the loss or departure of officers or employees of the Company or otherwise, directly resulting from, arising out of, or attributable to the transactions contemplated by this Agreement;

      (viii)  any actions taken or failure to take action, in each case, by Parent or any of its controlled Affiliates, or to which Parent has approved, consented to or requested; or compliance with the terms of, or the taking of any action required by, this Agreement; or the failure to take any action prohibited by this Agreement; and

        (ix)  changes in the Company's stock price or the trading volume of the Company's stock, in and of itself, or any failure by the Company to meet any public estimates or expectations of the Company's revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition); and

         (x)  any legal proceedings made or brought by any of the current or former stockholders of the Company (on their own behalf or on behalf of the Company) against the Company arising out of this Agreement, the Offer, the Merger or in connection with any other transactions contemplated by this Agreement.

Notwithstanding the foregoing proviso, to the extent a Change (by itself or when aggregated or taken together with any and all other Changes) both (A) results from, arises out of, or is attributable to the matters described in clauses (i) through (vi) above, and (B) disproportionately affects the Company and its Subsidiaries, taken as a whole, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which the Company and its Subsidiaries conduct business, the disproportionate aspect of such Change may be taken into account when determining whether a "Company Material Adverse Effect" has occurred.

        "Company Options" shall mean any options to purchase shares of Company Common Stock outstanding under the Company Stock Plans.

        "Company Preferred Stock" shall mean the Preferred Stock, par value $0.00025 per share, of the Company.

        "Company Registered Intellectual Property Rights" shall mean all of the Registered Intellectual Property owned by, filed in the name of, or applied for by the Company or any of its Subsidiaries.

        "Company Restricted Stock" shall mean a share of Company Common Stock, or restricted stock award or restricted stock unit to acquire a share of Company Common Stock, in each case, granted pursuant to the Company Stock Plans, that is subject to restriction or vesting.

        "Company Stock Plans" shall mean the 2002 Stock Incentive Plan and the 2010 Stock Incentive Plan, in each case as amended or restated from time to time in accordance with the terms thereof.

        "Company Stockholders" shall mean holders of shares of Company Capital Stock, in their respective capacities as such.

        "Confidentiality Agreement" shall mean the non-disclosure agreement between the Company and JLL Partners Inc., dated October 15, 2012, as amended or modified from time to time in accordance with the terms thereof.

        "Continuing Employees" shall mean all employees of the Company and its Subsidiaries immediately before the Effective Time.

A-4

---

Table of Contents

        "Contract" shall mean any contract, subcontract, agreement, commitment, note, bond, mortgage, indenture, lease or other legally binding instrument or arrangement, in each case whether written or oral.

        "Delaware Law" shall mean the DGCL and any other applicable law (including common law) of the State of Delaware.

        "DOJ" shall mean the United States Department of Justice or any successor thereto.

        "Environmental Law" shall mean any and all applicable laws and regulations promulgated thereunder relating to the protection of the environment (including ambient air, surface water, groundwater or land) or exposure of any individual to Hazardous Substances or otherwise relating to the production, use, emission, storage, treatment, transportation, recycling, disposal, discharge, release or other handling of any Hazardous Substances or the investigation, cleanup or other remediation or analysis thereof.

        "Equity Award Amounts" shall mean, collectively, all amounts payable pursuant to Section 3.7(d) and Section 3.7(e).

        "Equity Interest" shall mean any share, capital stock, partnership, limited liability company, member or similar interest in any Person, and any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing, in each case issued, granted, entered into, agreed to or authorized by such Person.

        "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder, or any successor statue, rules and regulations thereto.

        "ERISA Affiliate" shall mean each trade or business that, together with the Company, is treated as a single employer pursuant to Section 4001(b) of ERISA.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.

        "Existing Credit Agreement" shall mean the Committed Line of Credit Agreement dated May 5, 2010 between the Company and PNC Bank, N.A., as amended or modified from time to time in accordance with the terms thereof.

        "FTC" shall mean the United States Federal Trade Commission or any successor thereto.

        "GAAP" shall mean generally accepted accounting principles, as applied in the United States.

        "Governmental Authority" shall mean any government, any governmental or regulatory entity or body, department, commission, board, agency or instrumentality, and any court, tribunal or judicial body of competent jurisdiction, in each case whether federal, state, county, provincial, and whether local or foreign.

        "Hazardous Substance" shall mean any substance, material or waste that is characterized or regulated under any Environmental Law as "hazardous," "pollutant," "contaminant," "toxic" or words of similar meaning or effect, including petroleum and petroleum products, polychlorinated biphenyls and asbestos.

        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.

        "Intellectual Property" shall mean all intellectual property and other similar proprietary rights in any jurisdiction, including: (i) all patents, applications for patents, patent disclosures or other patent

A-5

---

Table of Contents

rights, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) all trade secrets and other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models and methodologies, (iii) all copyright registrations, applications for copyright registrations and unregistered copyrights, (iv) all trademarks, service marks, names, logos, slogans, trade dress, design rights and other indicia of origin together with all goodwill associated therewith, and all registrations, applications for registration, and renewals for any of the foregoing, (v) all Software, and (vi) all Internet domain names.

        "Intervening Event" means any event, development or change in circumstances that is material to the Company and its Subsidiaries, taken as a whole, that (i) was not known to the Company Board, (or if known, the consequences of which were not known or reasonably foreseeable) as of the date of this Agreement and (ii) does not relate to (A) any Acquisition Proposal or (B) any events, changes or circumstances relating to Parent, Acquisition Sub or any of their Affiliates.

        "IRS" shall mean the United States Internal Revenue Service or any successor thereto.

        "Knowledge" of the Company, with respect to any matter in question, shall mean the actual knowledge after reasonable inquiry of any of the Persons set forth in Section 1.1 of the Company Disclosure Letter as of the date of this Agreement.

        "Law" shall mean any and all applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

        "Legal Proceeding" shall mean any action, lawsuit, arbitration, claim, litigation or other similarly formal legal proceeding brought by or pending before any Governmental Authority.

        "Liabilities" shall mean any liability, obligation or commitment of any kind (whether accrued, absolute, contingent, matured, unmatured or otherwise and whether or not required to be recorded or reflected on a balance sheet prepared in accordance with GAAP).

        "Lien" shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, option, right of first refusal, preemptive right or community property interest (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

        "Nasdaq" shall mean The NASDAQ Global Market.

        "Order" shall mean any order, judgment, decision, decree, injunction, ruling, writ or assessment of any Governmental Authority (whether temporary, preliminary or permanent) that is binding on any Person or its property under applicable Law.

        "Owned Real Property" means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any of its Subsidiaries.

        "Permitted Liens" shall mean any of the following: (i) Liens for Taxes, assessments and governmental charges or levies either not yet delinquent or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established on the consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP as adjusted in the ordinary course of business through the Effective Time; (ii) mechanics, carriers', workmen's, warehousemen's, repairmen's, materialmen's or other Liens that are not yet due or that are being contested in good faith and by appropriate proceedings; (iii) leases, subleases and licenses (other than capital leases and leases underlying sale and leaseback transactions); (iv) Liens imposed by applicable

A-6

---

Table of Contents

Law (other than Tax Law); (v) pledges or deposits to secure obligations under workers' compensation Laws or similar legislation or to secure public or statutory obligations; (vi) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vii) Liens the existence of which are disclosed in the notes to the consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011; (viii) Liens which do not materially and adversely affect the use or operation of the property subject thereto; (ix) statutory, common law or contractual liens of landlords; and (x) Liens described in Section 1.1 of the Company Disclosure Letter.

        "Person" shall mean any individual, corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Authority.

        "Registered Intellectual Property Rights" shall mean all Intellectual Property that is the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority or Internet domain name registrar in any jurisdiction, including all applications, reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations, and continuations-in-part associated with patent rights.

        "Rights Plan" shall mean the Rights Agreement, dated March 23, 2011 between the Company and Computershare Trust Company, N.A., as amended or modified from time to time in accordance with the terms thereof.

        "Sarbanes-Oxley Act" shall mean the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto.

        "SEC" shall mean the United States Securities and Exchange Commission or any successor thereto.

        "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto.

        "Software" means rights in computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing.

        "Subsidiary" of any Person shall mean (i) a corporation more than fifty percent (50%) of the combined voting power of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one of more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries thereof, (ii) a partnership of which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the general partner and has the power to direct the policies, management and affairs of such partnership, (iii) a limited liability company of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the managing member and has the power to direct the policies, management and affairs of such company or (iv) any other Person (other than a corporation, partnership or limited liability company) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.

        "Superior Proposal" shall mean any bona fide written Acquisition Proposal for an Acquisition Transaction on terms that the Company Board shall have determined in good faith (after consultation with its financial advisor and outside legal counsel), would be more favorable from a financial point of

A-7

---

Table of Contents

view to the Company Stockholders than the Offer and the Merger, taking into account, after consultation with outside counsel and the Company's financial advisors, the terms and conditions of such Acquisition Proposal (including legal, financial (including financing terms), regulatory and other aspects of such Acquisition Transaction, as well as the likelihood and timing of consummation thereof) and this Agreement (including any changes to the terms of this Agreement committed to by Parent in good faith to the Company in response to such Acquisition Proposal or otherwise) that the Company Board determines to be relevant; provided that for purposes of the definition of "Superior Proposal", the references to "20%" and "80%" in the definition of Acquisition Transaction shall be deemed to be references to "50%".

        "Tax" shall mean any and all U.S. federal, state, local and non-U.S. taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts.

        1.2    Certain Interpretations.     

        (a)   Unless otherwise indicated, all references herein to Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.

        (b)   Unless otherwise indicated, the words "include," "includes" and "including," when used herein, shall be deemed in each case to be followed by the words "without limitation."

        (c)   The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.

        (d)   Unless otherwise indicated, all references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.

        (e)   Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

        (f)    Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not "material" or a "Company Material Adverse Effect" under this Agreement.

        (g)   When used herein, the word "extent" and the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean "if."

        (h)   The Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

        [remainder of page intentionally blank]

A-8

---

Table of Contents

        1.3    Index of Defined Terms.     

A-9

---

Table of Contents

ARTICLE II
THE OFFER

        2.1    The Offer.     

        (a)    Commencement of the Offer.    As promptly as reasonably practicable (and, in any event, within seven (7) Business Days) after the date of this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding shares of Company Common Stock at a price per share equal to the Offer Price (as adjusted as provided in Section 2.1(c), if applicable).

        (b)    Terms and Conditions of the Offer.    The obligations of Acquisition Sub to, and of Parent to cause Acquisition Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex A (the "Offer Conditions"). The Offer Conditions are for the sole benefit of Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Acquisition Sub only with the prior written consent of the Company, and may be asserted by Parent or Acquisition Sub regardless of the circumstances giving rise to any such conditions other than as a result of a breach by Parent or Acquisition Sub. Parent and Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to any holder of Company Common Stock, (vi) terminate the Offer, or extend or otherwise amend or modify the expiration date of the Offer, in any manner

A-10

---

Table of Contents

other than in compliance with the terms of this Agreement or (vii) except as provided in Section 2.1(d), provide any "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act.

        (c)    Adjustments to Offer Price.    The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Acquisition Sub's acceptance for payment of, and payment for, Company Common Stock tendered in the Offer, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

        (d)    Expiration and Extension of the Offer.    Unless extended as provided in this Agreement, the Offer shall expire on the date (the "Initial Expiration Date") that is no sooner than twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived (to the extent waivable in accordance with the terms hereof), subject to Parent's and the Company's right to terminate this Agreement pursuant to Section 10.1, then Acquisition Sub shall extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date (the length of each such period to be determined by Parent in its sole discretion subject to the foregoing conditions), to permit such Offer Condition to be satisfied. Notwithstanding anything herein to the contrary, Acquisition Sub shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or any rule or regulation of the Nasdaq, in each case, applicable to the Offer; provided, however, that if Acquisition Sub elects to increase the Offer Price it shall be required to extend the Initial Expiration Date or such other subsequent date as of which the Offer is scheduled to expire for the minimum period required under the Securities Laws. If necessary to obtain sufficient shares of Company Common Stock (without regard to shares of Company Common Stock issuable upon the exercise of the Top-Up or shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) to reach the Short-From Threshold, Acquisition Sub may, in its sole discretion, provide for a "subsequent offering period" (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to ten (10) Business Days. Subject to the terms and conditions of this Agreement and the Offer, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) immediately accept for payment, and pay for, all shares of Company Common Stock that are validly tendered pursuant to the Offer during such "subsequent offering period".

        (e)    Payment.    On the terms and subject to the conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after the applicable expiration date of the Offer (as it may be extended in accordance with Section 2.1(d)) and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. The last payment for shares of Company Common Stock accepted for payment pursuant to and subject to the conditions of the Offer, including pursuant to any subsequent offering period, is referred to in this Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date".

        (f)    Termination of Offer.    The Offer may not be terminated prior to the Initial Expiration Date, or any subsequent date as of which the Offer is scheduled to expire, unless this Agreement

A-11

---

Table of Contents

is validly terminated in accordance with Section 10.1. If this Agreement is validly terminated pursuant to Section 10.1, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, (i) promptly (and in any event within twenty-four (24) hours of such termination) terminate the Offer and in any event shall not acquire any shares of Company Common Stock pursuant thereto and (ii) promptly return, and shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the registered holders thereof.

        (g)    Offer Documents.    On the date of commencement of the Offer, Parent and Acquisition Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule TO"), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "Offer Documents") and promptly thereafter shall cause the proper dissemination of the Offer Documents to the holders of the Company Common Stock as required by applicable Law. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or Acquisition Sub for inclusion in the Offer Documents. Each of Parent, Acquisition Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and provide additional information for use in the Offer Documents if and to the extent that such Party determines that failure to include such information would cause the Offer Documents to omit to state any material fact required to be stated therein. Parent and Acquisition Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. Parent and Acquisition Sub shall promptly notify the Company upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Acquisition Sub and their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Acquisition Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents, and Parent and Acquisition Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or the staff of the SEC. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, Parent and Acquisition Sub shall provide the Company and its counsel a reasonable opportunity to review and to propose comments on such document or response.

        (h)    Funds.    Subject in all respects to the other terms and conditions of this Agreement and the Offer Conditions, Parent shall provide or cause to be provided to Acquisition Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock that Acquisition Sub becomes obligated to purchase pursuant to the Offer.

        2.2    Company Actions.     

        (a)    Schedule 14D-9.    On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments

A-12

---

Table of Contents

thereto, the "Schedule 14D-9") that, subject to the terms and conditions of this Agreement, shall contain the Company Board Recommendation, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. Parent and Acquisition Sub shall promptly furnish to the Company in writing all information concerning Parent and Acquisition Sub that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of Parent, Acquisition Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect and provide additional information for use in the Offer Documents if and to the extent that such Party determines that failure to include such information would cause the Offer Documents to omit to state any material fact required to be stated therein. The Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Acquisition Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Acquisition Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and the Company shall provide Parent and Acquisition Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or the staff of the SEC. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Acquisition Sub and their respective counsel a reasonable opportunity to review and to propose comments on such document or response. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation.

        (b)    Stockholder Lists.    In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Acquisition Sub promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the most recent practicable date, together with copies of all lists of stockholders, security position listings, computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Acquisition Sub such information (including updated lists of stockholders, security position listings and computer files) and assistance as Parent or Acquisition Sub may reasonably request in communicating the Offer to the record and beneficial holders of the Company Common Stock. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Acquisition Sub shall not use or disclose the information contained in any such labels, lists, listings and files other than in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement.

A-13

---

Table of Contents

        (c)    Directors.    

          (i)  As of the Acceptance Date, and at all times thereafter, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent, Acquisition Sub and their Affiliates bears to the total number of shares of Company Common Stock then outstanding. After the Acceptance Date, the Company shall, upon Parent's reasonable request, take all actions as are reasonably necessary or desirable to enable Parent's designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including amending the Company By-Laws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as is necessary to effect the foregoing agreement, and shall cause the Parent's designees to be so elected or designated at such time. After the Acceptance Date, the Company shall also, upon Parent's request, cause the directors elected or designated be Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each of the Company's Subsidiaries and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Nasdaq. After the Acceptance Date, the Company shall also, upon Parent's request, take all action necessary to elect to be treated as a "controlled company" as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status, The provisions of this Section 2.2(c) are in addition to and shall not limit any rights that Parent, Acquisition Sub or any of their respective Affiliates may have as a record holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the election of directors or otherwise.

         (ii)  The Company's obligations to appoint Parent's designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 2.2(c), including mailing to stockholders (together with Schedule 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable Parent's designees to be elected or designated to the Company Board at the time or times contemplated by this Section 2.2(c). Parent shall supply or cause to be supplied to the Company any information with respect to Parent, Acquisition Sub, their respective officers, directors and Affiliates and the proposed designees to the Company Board as shall be required by Section 14(f) and Rule 14f-1.

        (iii)  After Parent's designees are elected or designated to, and constitute a majority of, the Company Board pursuant to Section 2.2(c)(i), and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three (3) directors who are members of the Company Board on the date hereof, each of whom shall be an "independent director" as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company's audit committee under the Exchange Act and Nasdaq rules and at least one of whom shall be an "audit committee financial expert" as defined in Item 401(h) of Regulation S-K and the instructions thereto (the "Continuing Directors"); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director or Continuing Directors shall be entitled to

A-14

---

Table of Contents

elect or designate another Person who satisfies the foregoing independence requirements to fill such vacancy, and such Person shall be deemed to be a Continuing Director for purposes of this Agreement. After Parent's designees are elected or designated to, and constitute a majority of, the Company Board pursuant to Section 2.2(c)(i), and prior to the Effective Time, in addition to any approvals of the Company Board or the Company Stockholders as may be required by the Company Certificate of Incorporation, the Company By-Laws or applicable Law, any (i) amendment or modification of this Agreement which materially effects the holder of the Common Stock, (ii) termination of this Agreement by the Company, (iii) extension of time for performance of any obligations of Parent or Acquisition Sub hereunder, (iv) waiver of any condition to the Company's obligations hereunder, (v) exercise or waiver of the Company's rights or remedies hereunder, (vi) amendments to the Company Certificate of Incorporation or the Company By-Laws, (vii) authorization of any agreement between the Company and any of its Subsidiaries, on the one hand, and Parent, Acquisition Sub or any of their Affiliates, on the other hand, or (viii) taking of any other action by the Company in connection with this Agreement or the transactions contemplated hereby may, in each case, be effected only if there are in office one (1) or more Continuing Directors and such action has been approved by a majority of the Continuing Directors then in office; provided, however, that the Company shall designate, prior to the Acceptance Date, two (2) alternative Continuing Directors that the Company Board shall appoint in the event of the death, disability or resignation of the Continuing Directors, each of whom shall, following such appointment to the Company Board, be deemed to be a Continuing Director for purposes of this Agreement. The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) and other advisors at the expense of the Company as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

        2.3    Top-Up.     

        (a)    Top-Up.    The Company hereby grants to Acquisition Sub an irrevocable right (the "Top-Up"), exercisable only on the terms and conditions set forth in this Section 2.3, and only for so long as this Agreement has not been terminated pursuant to Section 10.1, to purchase at a price per share equal to the Offer Price that number of newly issued, fully paid and nonassessable shares of Company Common Stock (the "Top-Up Shares") that, when added to the number of shares of Company Common Stock directly or indirectly owned by Parent and its Subsidiaries at the time of the Top-Up Closing (after giving effect to the Offer Closing), shall constitute 90% of the shares of the Company Common Stock outstanding immediately after the issuance of the Top-Up Shares; provided, however, that the Top-Up may not be exercised (i) to purchase an amount of Top-Up Shares in excess of the number of shares of Company Common Stock authorized and unissued (treating shares owned by the Company as treasury stock as unissued) and not otherwise reserved or committed for issuance at the time of exercise of the Top-Up, (ii) unless the Offer Closing shall have occurred and (iii) unless, immediately after such exercise, Parent and its Subsidiaries would own 90% of the Company Common Stock then outstanding. The Top-Up shall be exercisable only once and must be exercised in whole, not in part.

        (b)    Exercise of Top-Up; Top-Up Closing.    Subject to the limitations set forth in Section 2.3(a) and the satisfaction of the conditions to the Merger, including Section 9.1(b), if there shall not have been validly tendered in the Offer and not validly withdrawn that number of shares of Company Common Stock which, when added to the shares of Company Common Stock owned by Parent and its Subsidiaries, would represent at least 90% of the shares of the Company Common Stock outstanding on the Offer Closing Date (the "Short-Form Threshold"), Acquisition Sub shall be deemed to have exercised the Top-Up for such number of Top-Up Shares as is necessary for

A-15

---

Table of Contents

Acquisition Sub to reach the Short-Form Threshold and on such date shall give the Company prior written notice specifying the number of shares of Company Common Stock directly or indirectly owned by Parent and its Subsidiaries at the time of such notice (giving effect to the Offer Closing). The Company shall, as soon as practicable following receipt of such notice (and in any event no later than the Offer Closing Date), deliver written notice to Acquisition Sub specifying, based on the information provided by Acquisition Sub in its notice, the number of Top-Up Shares to be purchased. At the closing of the purchase of the Top-Up Shares (the "Top-Up Closing"), which shall take place at the location of the Merger Closing specified in Section 3.2 and shall take place simultaneously with, or as soon as reasonably practicable after, the Offer Closing, the purchase price owed by Acquisition Sub to the Company to purchase the Top-Up Shares shall be paid to the Company, at Acquisition Sub's option, (i) in cash, by wire transfer of same-day funds, or (ii) by (x) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price pursuant to the Top-Up less the amount paid in cash pursuant to the preceding clause (x) (the "Promissory Note"). The Promissory Note (i) shall be unsecured, non-transferable and due on the first anniversary of the Top-Up Closing, (ii) shall bear simple interest of 5% per annum (payable on maturity), (iii) shall be full recourse to Parent and Acquisition Sub, (iv) may be prepaid, in whole or in part, at any time without premium or penalty, and (v) shall have no other material terms. At the Top-Up Closing, the Company shall cause a Certificate representing the Top-Up Shares to be issued and delivered to Acquisition Sub, which Certificate shall include any legends that are required under applicable Law.

        (c)    Exemption from Registration.    Parent and Acquisition Sub acknowledge that the Top-Up Shares that Acquisition Sub may acquire upon exercise of the Top-Up will not be registered under the Securities Act, and will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Acquisition Sub hereby represents and warrants to the Company that Acquisition Sub will be, upon the purchase of the Top-Up Shares, an "accredited investor", as defined in Rule 501 of Regulation D under the Securities Act. Acquisition Sub agrees that the Top-Up is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up will be, acquired by Acquisition Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

        (d)    No Effect on Appraisal Rights.    The Parties agree that any impact on the value of the shares of Company Common Stock as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair value of any Appraisal Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.7(c), and that none of the Parties shall take any position to the contrary in any appraisal proceeding.

        2.4    Notices of Guaranteed Delivery.     For purposes of this Agreement, including the exercise of the Top-Up, and the Offer, unless otherwise mutually agreed to by the Company and Parent, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares of Company Common Stock underlying such notices of guaranteed delivery are delivered to or on behalf of Acquisition Sub.

ARTICLE III
THE MERGER

        3.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Acquisition Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time,

A-16

---

Table of Contents

the separate corporate existence of Acquisition Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation").

        3.2    The Closing.     The closing of the Merger (the "Merger Closing") will take place at 10:00 a.m. local time on the date of, or as soon as reasonably practicable (but in no event later than the second Business Day) following, the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised), provided that the conditions set forth in ARTICLE IX have been satisfied or (to the extent permitted by Law) waived (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) at such time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at 4 Times Square, New York, NY 10036, unless another time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the "Merger Closing Date".

        3.3    The Effective Time.     Subject to the provisions of this Agreement, as promptly as reasonably practicable on the Merger Closing Date, the Parties shall file a certificate of ownership and merger or a certificate of merger (in either case, the "Certificate of Merger") in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and shall make all other filings and recordings required under the DGCL. The Merger shall become effective on such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such other date and time as Parent and the Company shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the "Effective Time".

        3.4    Effect of the Merger.     The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Acquisition Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Acquisition Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation.

        3.5    Certificate of Incorporation and By-Laws.     

        (a)   At the Effective Time, the Company Certificate of Incorporation as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 7.1.

        (b)   The Parties shall take all necessary action such that, at the Effective Time, the Company By-Laws as in effect immediately prior to the Effective Time shall be amended so as to read in their entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 7.1.

        3.6    Directors and Officers.     

        (a)    Directors.    The Parties shall take all necessary action such that the directors of Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

        (b)    Officers.    The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

A-17

---

Table of Contents

        3.7    Effect on Capital Stock.     

        (a)    Capital Stock.    Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or the holders of any of the following securities, the following shall occur:

          (i)  Capital Stock of Acquisition Sub.    Each share of capital stock of Acquisition Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.00025 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Acquisition Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

         (ii)  Company Common Stock.    Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (A) shares of Company Common Stock owned by Parent, Acquisition Sub or the Company, or by any direct or indirect wholly-owned Subsidiary of Parent, Acquisition Sub or the Company, in each case immediately prior to the Effective Time, and (B) except as provided in Section 3.7(c), the Appraisal Shares) shall be automatically converted, subject to Section 3.7(b), into the right to receive the Offer Price in cash, without interest (the "Merger Consideration"). At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends declared from and after the date hereof with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder.

        (iii)  Owned Company Common Stock.    Each share of Company Common Stock owned by Parent, Acquisition Sub or the Company or by any direct or indirect wholly-owned Subsidiary of Parent, Acquisition Sub or the Company, in each case immediately prior to the Effective Time, shall be cancelled and extinguished without any conversion thereof or consideration paid therefor.

        (b)    Adjustment to the Merger Consideration.    Without limiting the other provisions of this Agreement but without duplication of the provisions of Section 2.1(c), if at any time during the period between the date of this Agreement and the Effective Time, there shall be any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to the Effective Time, the Merger Consideration as provided in Section 3.7(a)(ii) shall be equitably adjusted to reflect the effect thereof, and such adjustment to the Merger Consideration shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

        (c)    Appraisal Rights.    Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the "Appraisal Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.7(a)(ii), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and

A-18

---

Table of Contents

shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the right of appraisal provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder's Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 3.7(a)(ii), without any interest thereon. The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

        (d)    Company Restricted Stock.    Each holder of an outstanding award of Company Restricted Stock shall have the right to tender such Company Restricted Stock into the Offer. Effective upon the first acceptance for payment by Acquisition Sub of shares of Company Common Stock pursuant to the Offer (the "Acceptance Time"), each share of Company Restricted Stock shall become fully vested, and the restrictions thereon shall lapse. The Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(d) under the Company Stock Plans and any other plan or arrangement of the Company, including delivering all notices and making any determinations and/or resolutions of the Company Board or a committee thereof.

        (e)    Company Options.    Neither Parent nor Acquisition Sub shall assume any Company Stock Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. At the Acceptance Time, each outstanding, unexpired and unexercised Company Stock Option shall vest and become exercisable. To the extent not exercised prior to the Effective Time, then upon the Effective Time each Company Stock Option shall be deemed to be exercised and canceled, with each former holder of any such cancelled Company Stock Option becoming entitled to receive from the Company, at the Effective Time or as soon as practicable thereafter, in consideration of the deemed exercise and cancellation of such Company Stock Option, an amount in cash, without interest, equal to (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Stock Option; provided that if the exercise price per share of any such Company Option is equal to or greater than the per share Merger Consideration, such Company Option shall be canceled and terminated without any cash payment being made in respect thereof. The Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(e) under all Company Stock Option agreements and any other plan or arrangement of the Company, including delivering all required notices and making any determinations and/or resolutions of the Company Board or a committee thereof.

        3.8    Exchange of Certificates.     

        (a)    Payment Agent.    Prior to the Merger Closing Date, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the "Paying Agent") for the payment of the Merger Consideration in accordance with this ARTICLE III and, in connection therewith, shall enter into an agreement with the Paying Agent in the form reasonably acceptable to the Company (the "Paying Agency Agreement"). At or prior to the Effective Time, Parent shall deposit with the Paying Agent cash in an amount sufficient to pay the aggregate Merger

A-19

---

Table of Contents

Consideration as required to be paid pursuant to this Agreement (such cash being hereinafter referred to as the "Exchange Fund"). If any holder of Appraisal Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then Parent shall deposit with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration as required to be paid pursuant to this Agreement with respect to such Appraisal Shares, and the Exchange Fund shall be deemed to include the cash so deposited.

        (b)    Certificate Exchange Procedures.    As promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an "agent's message" with respect to shares held in book-entry form)), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.7(a)(ii), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar taxes required by reason of the payment of the Merger Consideration and any such dividends to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.8(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this ARTICLE III and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this ARTICLE III.

        (c)    No Further Ownership Rights in Company Common Stock.    All cash paid upon the surrender of Certificates in accordance with the terms of this ARTICLE III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of cash to the holder thereof as provided in this ARTICLE III.

        (d)    Termination of the Exchange Fund.    Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not

A-20

---

Table of Contents

theretofore complied with this ARTICLE III shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claims for the Merger Consideration pursuant to the provisions of this ARTICLE III and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to any such holder.

        (e)    No Liability.    None of Parent, Acquisition Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash from the Exchange Fund delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered prior to the date on which the related Merger Consideration would, pursuant to applicable Law, escheat to or become the property of any Governmental Authority, any such Merger Consideration shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto.

        (f)    Investment of Exchange Fund.    The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $5.0 billion (based on the most recent financial statements of such bank that are then publicly available). Any interest and other income resulting from such investments shall be paid solely to Parent, and any Taxes resulting therefrom shall be paid by Parent. Nothing contained herein and no investment losses resulting from investment of the Exchange Fund shall diminish the rights of any holder of Certificates to receive the Merger Consideration as provided herein. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the Merger Consideration to all holders of Certificates, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments.

        (g)    Lost Certificates.    If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect thereto.

        (h)    Withholding Rights.    Notwithstanding anything in this Agreement to the contrary, Parent, Acquisition Sub, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Offer Price, Merger Consideration, Equity Award Amount and any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or any holder of a Company Stock Option or Company Restricted Stock (together, the "Company Equity Awards"), as applicable, such amounts as Parent, Acquisition Sub, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the Code or any provision of applicable tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, Acquisition Sub, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or the holder of the Company Equity Award, as the case may be, in respect of which such deduction and withholding was made by Parent, Acquisition Sub, the Surviving Corporation or the Paying Agent.

A-21

---

Table of Contents

        3.9    Necessary Further Actions.     If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Acquisition Sub, the directors and officers of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company and Acquisition Sub, all such deeds, bills of sale, assignments and assurances, and to do, in the name and on behalf of either the Company or Acquisition Sub, all such other acts and things as may be necessary or desirable to carry out the purposes of this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except (i) as set forth in the disclosure letter delivered by the Company to Parent on the date of this Agreement (the "Company Disclosure Letter"), or (ii) as set forth in the Company SEC Reports filed by the Company prior to the date hereof (other than in any "risk factor" disclosure or any other forward-looking statements or other disclosures included in such documents that are generally cautionary, predictive or forward-looking in nature), the Company hereby represents and warrants to Parent and Acquisition Sub as follows:

        4.1    Organization; Good Standing.     The Company is a corporation duly organized and validly existing under Delaware Law, and has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets. The Company is duly qualified to do business and is in good standing (to the extent either such concept is recognized under applicable Law) in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company has publicly filed with the SEC or made available to Parent complete and correct copies of the Company Certificate of Incorporation and Company By-Laws, as amended to date.

        4.2    Corporate Power; Enforceability.     Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors' rights generally, and (y) is subject to general principles of equity (clause (x) and (y) collectively, the "Enforceability Exception").

A-22

---

Table of Contents

        4.3    Board Actions; Amendment to Rights Plan.     

        (a)   The Company Board, at a meeting duly called and held duly adopted resolutions (i) authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (ii) approving and declaring advisable this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (iii) declaring that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of the Company Stockholders, (iv) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company Stockholders unless the adoption of this Agreement by the Company's stockholders is not required by applicable Law, (v) recommending that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, adopt this Agreement (this clause (v), the "Company Board Recommendation"), (vi) assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), causing any restrictions of any "moratorium," "control share acquisition," "business combination," "fair price" or other form of anti-takeover Laws (collectively, "Takeover Laws") of any jurisdiction, including Section 203 of the DGCL, that may purport to be applicable to the Company, Parent, Acquisition Sub or any of their respective Affiliates or this Agreement or the transactions contemplated hereby (including the Offer, the Top-Up and the Merger) with respect to any of the foregoing not to apply or to have been satisfied with respect to each of Parent, Acquisition Sub and their respective Affiliates solely with respect to this Agreement and the transactions contemplated hereby (including the Offer, the Top-Up and the Merger), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn and (vii) authorizing and approving the Top-Up and the issuance of the Top-Up Shares thereunder.

        (b)   The Company Board has taken all necessary action so that (i) none of the execution or delivery of this Agreement or the consummation of the Offer, the Merger or any other transaction contemplated by this Agreement will result in (A) Parent or Acquisition Sub being deemed to be an Acquiring Person (as defined in the Rights Plan), (B) the occurrence of a Triggering Event (as defined in the Rights Plan), or (C) the distribution of Rights Certificates (as defined in the Rights Plan) separate from the certificates representing the shares of Company Common Stock, and (ii) the Rights Plan will expire pursuant to the terms of the Rights Plan immediately prior to the consummation of the Offer.

        4.4    Voting Requirements.     Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub set forth in Section 5.7(a), the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Stockholder Approval") is the only vote, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to approve and consummate the transactions contemplated hereby.

        4.5    Non-Contravention.     The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the Offer, the Merger and the other transactions contemplated hereby will not (a) violate or conflict with any provision of (i) the Company Certificate of Incorporation or the Company By-Laws or (ii) the comparable organizational documents of any of the Company's Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (b) subject to obtaining the Consents set forth in Section 4.5 of the Company Disclosure Letter, violate or conflict with, or result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract to which the Company or any of the Company's Subsidiaries is a party, (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter are obtained or made, and assuming the accuracy of the

A-23

---

Table of Contents

representations and warranties of Parent and Acquisition Sub in Section 5.7(a), and subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, violate or conflict with in any material respect any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries.

        4.6    Required Governmental Approvals.     No material consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being referred to herein as a "Consent"), any Governmental Authority is required on the part of the Company in connection with the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby, except (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, including the Schedule 14D-9 and, if required by applicable Law, the Proxy Statement, (c) Consents required under, and compliance with any other applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, and (d) any filings or notices required under the rules and regulations of the Nasdaq.

        4.7    Company Capitalization.     

        (a)   As of the close of business on January 25, 2013, the authorized capital stock of the Company consisted of (i) 36,000,000 shares of Company Common Stock, of which 15,685,671 shares were issued and outstanding, (ii) 3,000,000 shares of Company Preferred Stock, of which (A) 36,000 shares have been designated as Series A Junior Participating Preferred Stock, par value $0.00025 per share (the "Series A Preferred Stock") and (B) no shares of Company Preferred Stock were issued and outstanding, (iii) 1,553,965 shares of Company Common Stock were issuable upon exercise of outstanding Company Options granted pursuant to the Company Stock Plans, and (iv) 656,834 shares of Company Common Stock underlying outstanding Company Restricted Stock granted pursuant to the Company Stock Plans. As of the close of business on January 25, 2013, there were 850,249 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, and 36,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Rights Plan. All outstanding shares of Company Common Stock are validly issued, fully paid, nonassessable and free of any preemptive rights.

        (b)   Since January 25, 2013, the Company has not (i) issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options or vesting of Company Restricted Stock or (ii) granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options or Company Restricted Stock.

        (c)   Except as set forth in this Section 4.7 and except for the Top-Up and the Company Preferred Stock purchase rights granted pursuant to the Rights Plan, and except as set forth on Section 4.7(c) of the Company Disclosure Letter, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in

A-24

---

Table of Contents

clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as "Company Securities") and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the repurchase or acquisition of Company Common Stock pursuant to (A) the terms of the Company Stock Plans or (B) in the ordinary course of business.

        (d)   Except for the Rights Plan, and except as set forth on Section 4.7(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company.

        4.8    Subsidiaries.    

        (a)   Each of the Company's Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective organization (to the extent either such concept is recognized under applicable Law). Each of the Company's Subsidiaries has the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate its respective properties and assets. Each of the Company's Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent either such concept is recognized under applicable Law), except where the failure to be so qualified or in good standing has not had, individually or in the aggregate, a Company Material Adverse Effect.

        (b)   All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (collectively, the "Subsidiary Securities") (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary's business as presently conducted.

        (c)   Section 4.8 of the Company Disclosure Letter contains a complete listing of the Company's Subsidiaries, and, except for the Company Subsidiaries therein listed, the Company does not directly or indirectly own any stock or other equity interest in any entity or any options, warrants, rights or securities convertible, exchangeable or exercisable therefor.

        4.9    Company SEC Reports.     Since January 2, 2010, the Company has filed all forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof. References herein to the term "Company SEC Reports"shall mean all information filed or incorporated by reference in (but not information furnished under) any Form 10-K, Form 10-Q, Form 8-K or Schedule 14A since January 2, 2010, including any exhibits and amendments thereto. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed, and (b) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC

A-25

---

Table of Contents

Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers, and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (A) the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of the Nasdaq.

        4.10    Company Financial Statements.     

        (a)   The consolidated financial statements of the Company and its Subsidiaries filed with the Company SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments, none of which are expected to be material).

        (b)   The Company maintains "disclosure controls and procedures" (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports.

        (c)   The Company maintains "internal control over financial reporting" (as such term is defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

        (d)   Since the enactment of the Sarbanes-Oxley Act, neither the Company nor any of its Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries.

        (e)   Neither the Company nor any of its Subsidiaries has or is subject to any "off-balance sheet arrangement" (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or liabilities of, the Company or any of its Subsidiaries in the Company's or such Subsidiary's published financial statements or other Company SEC Report.

        4.11    Disclosure Documents.     

        (a)   Each document required to be filed by the Company with the SEC in connection with the Offer (the "Company Disclosure Documents") (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act.

        (b)   The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any

A-26

---

Table of Contents

distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.11 will not apply to statements included in, or omissions from, the Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub or known to Parent or Acquisition Sub but not known to the Company.

        (c)   The information with respect to the Company or any of the Company's Subsidiaries that the Company furnishes to Parent or Acquisition Sub expressly for use in the Schedule TO and the Offer Documents, at the time such information is or was provided, at the time of the filing of such Schedule TO and other Offer Documents (and any amendments or supplements thereto) and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

        4.12    No Undisclosed Liabilities.     As of the date of this Agreement, except as set forth in Section 4.12 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liabilities of a nature required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, other than (a) Liabilities reflected or otherwise reserved against in the Company Balance Sheet or in the consolidated financial statements and notes thereto of the Company and its Subsidiaries included in the Company SEC Reports filed prior to the date of this Agreement, (b) Liabilities arising under this Agreement or incurred in connection with the transactions contemplated by this Agreement, and (c) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice, or that are not otherwise material. No representation or warranty is made in this Section 4.12 with respect to (a)  compliance with the Exchange Act, to the extent such compliance is covered in Section 4.6 and Section 4.9, (b) Intellectual Property and related matters, which are covered in Section 4.17, (c) applicable laws with respect to Taxes, which are covered in Section 4.18, (d) ERISA and other employee benefit-related matters, which are covered in Section 4.19, (e) labor law matters, which are covered in Section 4.20, or (f) Environmental Laws, which are covered in Section 4.23.

        4.13    Absence of Certain Changes.     

        (a)   Since the Company Balance Sheet Date through the date hereof, except for actions taken or not taken in connection with the transactions contemplated by this Agreement, the business of the Company and its Subsidiaries has been conducted, in all material respects, in the ordinary course of business consistent with past practice, and there has not been or occurred, and there does not exist, any Company Material Adverse Effect that is continuing.

        (b)   Since the Company Balance Sheet Date through the date hereof, except as otherwise disclosed in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has taken any action that would be prohibited by Sections 6.1(b)(i), (iii), (iv), (v), (vi), (viii), (xi) , (xiv) or (xv) if proposed to be taken after the date hereof.

        4.14    Material Contracts.     

        (a)   For all purposes of and under this Agreement, a "Material Contract"shall mean:

          (i)  any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) and any Contract that would be required to be disclosed by that Company on a Current Report on Form 8-K;

A-27

---

Table of Contents

         (ii)  any Contract to which the Company or any of its Subsidiaries is a party that contains any covenant by the Company or any of its Subsidiaries to not engage in any line of business or to not engage in its business in any geographic location or that grants to any third Person "most favored nation" pricing, in each case other than any such Contracts that (x) may be cancelled without material liability to the Company or its Subsidiaries upon notice of ninety (90) days or less or (y) are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole;

        (iii)  any Contract entered into after January 2, 2010 (A) relating to the disposition or acquisition (directly or indirectly, by merger or otherwise) by the Company or any of its Subsidiaries of a material amount of assets (including equipment purchases), capital stock or other equity interests other than acquisitions and dispositions of inventory in the ordinary course of business, capital expenditures and capital commitments (which are covered in clause (vii)), or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material interest in any other Person, for each of subsection (A) and (B), for an amount in excess of $500,000, in each instance;

        (iv)  any Contract that relates to the formation, creation, operation, management or control of any legal partnership or any joint venture entity or pursuant to which the Company or any of its Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person;

         (v)  any Contract that involves or relates to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000;

        (vi)  any Contract that relates to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnitees or other obligations (including indemnification, "earn-out" or other contingent obligations), that are still in effect and would reasonably be expected to result in payments in excess of $500,000 individually;

       (vii)  other than acquisitions subject to clause (iii) above, an acquisition in the ordinary course of business, consistent with past practice, or an acquisition of inventory under $1,000,000 individually, any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment or capital expenditure in excess of $500,000;

      (viii)  any Contract pursuant to which the Company or any of its Subsidiaries (A) receives a license to or a covenant not to sue under material Intellectual Property owned by a third Person, other than licenses for commercially available software or hardware with annual or one-time licensing fees of less than $500,000 in the aggregate or (B) grants a license or covenant not to sue to a third Person under any material Company Intellectual Property Rights, except for any such Contract for the sale of products or services of the Company or its Subsidiaries that includes a non-exclusive license to such Company Intellectual Property Right and that was entered into in the ordinary course of business;

        (ix)  any Contract relating to a Related Party Transaction;

         (x)  any Contract related to the settlement of any material Legal Proceeding;

        (xi)  any employment agreements, bonus arrangements, severance agreements, retention agreements, consulting agreements, employee termination arrangements or change of control agreements, in any such case, which are with respect to employees with annual base compensation in excess of, for salaries denominated in US dollars, $150,000 per year and, for salaries denominated in euros, 150,000 euros per year and are not terminable at will by the Company or any of its Subsidiaries without payment or penalty or would otherwise require a

A-28

---

Table of Contents

payment to be made by the Company or its Subsidiaries in connection with the Offer Closing or the Merger Closing;

       (xii)  any Contract with any Governmental Authority;

      (xiii)  any Contract providing for indemnification to or from any Person with respect to liabilities relating to any current or former business of the Company or its Subsidiaries or any predecessor Person or former Subsidiary of the Company; and

      (xiv)  any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would have a Company Material Adverse Effect and is not disclosed pursuant to clauses (i) through (xiii) above.

        (b)   Section 4.14(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party as of the date of this Agreement. As of the date hereof, true and complete copies of all Material Contracts (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC or (ii) made available to Parent.

        (c)   Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, enforceable against the Company or each such Subsidiary of the Company party thereto, as the case may be, and each other party thereto in accordance with its terms, subject to the Enforceability Exception, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in material breach of, or default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a material breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto.

        4.15    Real Property.     

        (a)   Section 4.15(a) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases or other agreements to which the Company or any of its Subsidiaries are a party as of the date of this Agreement (collectively, the "Leases") and under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property that is in excess of 15,000 square feet (such property, the "Leased Real Property"). The Company has publicly filed with the SEC or made available to Parent a complete and accurate copy of all Leases of Leased Real Property. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Liens other than Permitted Liens.

        (b)   Section 4.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any material portion of the Leased Real Property.

        (c)   All of the Leases set forth in Section 4.15(a) or Section 4.15(b) of the Company Disclosure Letter are each in full force and effect and neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease, and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto.

        (d)   Section 4.15(d) of the Company Disclosure Letter sets forth the address and description of each material Owned Real Property. With respect to each material Owned Real Property:

A-29

---

Table of Contents

(i) the Company or one of its Subsidiaries (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) except as set forth in Section 4.15(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof, and (iii) other than rights pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any material portion thereof or interest therein.

        (e)   The Leased Real Property and Owned Real Property constitute all of the real property used or held for use in the business of the Company and its Subsidiaries.

        (f)    There are no (A) pending or, to the Company's Knowledge, threatened actions in eminent domain or (B) condemnations with respect to any such real property or other structures, buildings or other improvements thereon or any portion thereof.

        4.16    Personal Property and Assets.     The machinery, equipment, furniture, fixtures and other tangible personal property and assets (including computer and information technology hardware and other equipment) and all Software and other Intellectual Property, in each case owned, leased or used by the Company or any of its Subsidiaries (the "Assets") are, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted, and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens other than Permitted Liens.

        4.17    Intellectual Property.     

        (a)   Section 4.17(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date of this Agreement, (i) all Company Registered Intellectual Property Rights and, if applicable, the jurisdiction in which each item of Company Registered Intellectual Property Rights has been issued, filed, or recorded; and (ii) any claims, suits, actions, or proceedings pending or, to the Knowledge of the Company, threatened at any time since January 2, 2010 with respect to any Company Registered Intellectual Property Rights. The Company or one of its Subsidiaries is the sole and exclusive beneficial and, with respect to applications and registrations, record owner of all of the Company Registered Intellectual Property Rights listed in Section 4.17(a) of the Company Disclosure Letter. Each material item of Company Registered Intellectual Property Rights is in effect and subsisting and, to the Knowledge of the Company, valid and enforceable as of the date of this Agreement.

        (b)   As of the date hereof, the Company and its Subsidiaries own or have a valid and enforceable right to use all Company Intellectual Property Rights, free and clear of all Liens (other than Permitted Liens)

        (c)   The conduct of the Company's and each of its Subsidiaries' respective businesses does not materially infringe, misappropriate, or otherwise violate, and since January 2, 2010 has not infringed, misappropriated, or otherwise violated, the Intellectual Property rights of a third Person. Except as set forth on Section 4.17(c) of the Company Disclosure Letter, during the past two (2) years, neither the Company nor any of its Subsidiaries has received written notice of a claim or allegation (including in the form of offers or invitations to obtain a license) that the conduct of the Company's or any of its Subsidiaries' respective businesses infringes, misappropriates, or otherwise violates the Intellectual Property rights of a third Person or that any of the Company Registered Intellectual Property Rights are invalid or unenforceable.

        (d)   No third Person is, to the Knowledge of the Company, materially infringing, misappropriating, or otherwise violating any Company Intellectual Property Rights, and no such claims have been asserted or threatened in writing against any Person by the Company or any of its Subsidiaries in the past two (2) years.

A-30

---

Table of Contents

        (e)   The Company and its Subsidiaries are not subject to any Order that materially restricts or impairs (i) the use of any Company Intellectual Property Rights, or (ii) the conduct of the businesses of the Company or any of its Subsidiaries as presently conducted in order to accommodate a third Person's Intellectual Property.

        (f)    The Company and its Subsidiaries have implemented reasonable measures to protect the confidentiality of trade secrets and other proprietary information owned or held by the Company or any of its Subsidiaries, including by requiring all Persons having access thereto to execute written non-disclosure agreements.

        (g)   Each current and former employee, officer, contractor or consultant of the Company or any of its Subsidiaries that has delivered, developed, contributed to, modified, or improved Intellectual Property owned or purported to be owned by the Company or its Subsidiary has executed a proprietary information and inventions agreement assigning to the Company or such Subsidiary all of such individual's right, title and interest therein and thereto.

        (h)   Except as set forth on Section 4.17(h) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (nor, to the Knowledge of the Company, any consultant or independent contractor of the Company or any of its Subsidiaries) has incorporated any "open source" or other software having similar licensing or distribution models into any Software owned by the Company or any of its Subsidiaries in a manner that requires the contribution or disclosure to any third Person, including the open source community, of any source code of such software owned or developed by the Company or any of its Subsidiaries.

        (i)    The Company and each of its Subsidiaries have at all times complied with all applicable Laws, as well as its own rules, policies, and procedures, relating to privacy, data protection, and the collection and use of medical and/or personal information collected, used, or held for use by the Company or its Subsidiaries. No claims have been asserted or threatened in writing against the Company or any of its Subsidiaries during the past two (2) years alleging a violation of any Person's privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Law or rule, policy, or procedure related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by or on behalf of the Company or any of its Subsidiaries in the conduct of their respective businesses. The Company and each of its Subsidiaries take reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse.

        4.18    Tax Matters.     

        (a)   The Company and each of its Subsidiaries (i) have timely filed (taking into account any extensions of time in which to file) all U.S. federal, state, local, non-U.S. and other returns, estimates, claims for refund, information statements and reports or other similar documents with respect to Taxes (including amendments, schedules, or attachments thereto) relating to any and all Taxes ("Tax Returns") required to be filed with any Governmental Authority by any of them and all such filed Tax Returns are true, correct and complete and were prepared in compliance with all applicable Laws, (ii) have paid, or have adequately reserved (in accordance with GAAP) on the most recent financial statements contained in the Company SEC Reports for the payment of, all Taxes required to be paid through the Company Balance Sheet Date, and (iii) have not incurred any liability for Taxes since the Company Balance Sheet Date other than in the ordinary course of business. No deficiencies for any Taxes have been asserted in writing or assessed in writing, or to the Knowledge of the Company, proposed, against the Company or any of its Subsidiaries that are not subject to adequate reserves on the consolidated financial statements of the Company and its Subsidiaries (in accordance with GAAP) as adjusted in the ordinary course of business through the Effective Time, nor has the Company or any of its Subsidiaries executed any waiver of any statute

A-31

---

Table of Contents

of limitations on or extending the period for the assessment or collection of any Tax. There are no Liens (other than Permitted Liens) on any of the assets of the Company or its Subsidiaries for Taxes.

        (b)   The Company and each of its Subsidiaries have timely paid or withheld with respect to their Employees or any other third party (and paid over any amounts withheld to the appropriate Taxing authority) all material Taxes required to be paid or withheld.

        (c)   No audit of any material Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit.

        (d)   The Company is not and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States Real Property Holding Corporation" within the meaning of Section 897(c)(2) of the Code.

        (e)   Neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution which otherwise constitutes part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) that includes the Merger.

        (f)    Neither the Company nor any of its Subsidiaries has engaged in a "reportable transaction," as set forth in Treas. Reg. § 1.6011-4(b)(2).

        (g)   None of the Company nor any of its Subsidiaries has (i) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company), (ii) ever been a party to any Tax sharing, indemnification or allocation agreement (other than any such agreement with customers, vendors or real property lessors, the principal purpose of which is not to address Tax matters), nor does the Company or any of its Subsidiaries owe any amount under any such agreement and (iii) any liability for the Taxes of any person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, or otherwise.

        (h)   No jurisdiction in which the Company or any of its Subsidiaries does not currently file a Tax Return has asserted that the Company or any of its Subsidiaries is required to file a Tax Return or is otherwise subject to tax in such jurisdiction.

        4.19    Employee Plans.     

        (a)   Section 4.19(a) of the Company Disclosure Letter sets forth a complete and accurate list of each (i) "employee benefit plan" (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan or program maintained or contributed to for the benefit of any current or former employee or director of the Company or any of its Subsidiaries (collectively, the "Employee Plans").

        (b)   With respect to each of the Employee Plans, the Company has made available to Parent complete copies of each of the following documents: (i) the Employee Plan (including all amendments thereto); (ii) the annual report and actuarial report, if required under ERISA or the Code, for the most recently concluded plan year; (iii) the most recent Summary Plan Description, together with each Summary of Material Modifications, if required under ERISA; (iv) if the Employee Plan is funded through a trust or any third party funding vehicle, the trust or other

A-32

---

Table of Contents

funding agreement (including all amendments thereto) and the most recent financial statements with respect thereto; and (v) the most recent determination letter received from the IRS with respect to each Employee Plan that is intended to be qualified under Section 401(a) of the Code.

        (c)   No Employee Plan is a "defined benefit plan" (as defined in Section 414 of the Code), other than the Midas Executive Retirement Plan—Defined Benefit Retirement Component. Neither the Company nor any ERISA Affiliate maintains, or ever has maintained, any arrangement subject to Title IV of ERISA or Section 412 of the Code, a "multiemployer plan" (as defined in Section 3(37) of ERISA), a "multiple employer plan" (as defined in Section 4063 or 4064 of ERISA), a "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA.

        (d)   Each Employee Plan has been maintained, operated and administered in substantial compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. There are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any of the Employee Plans, by any employee or beneficiary covered under any Employee Plan as such or otherwise involving any Employee Plan (other than routine claims for benefits).

        (e)   None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each cas