AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CONSONUS ACQUISITION CORP. STRATEGIC TECHNOLOGIES, INC., CAC MERGER SUB, INC., STI MERGER SUB, INC., AND CONSONUS TECHNOLOGIES, INC. October 18, 2006

Exhibit 10.3

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
BY AND AMONG
CONSONUS ACQUISITION CORP.
STRATEGIC TECHNOLOGIES, INC.,
CAC MERGER SUB, INC.,
STI MERGER SUB, INC.,
AND
CONSONUS TECHNOLOGIES, INC.
October 18, 2006

TABLE OF CONTENTS

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SCHEDULES

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EXHIBITS

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INDEX OF DEFINED TERMS

DEFINITIONS

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, made and entered into as of October 18, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among Consonus Acquisition Corp., a Delaware corporation (“Consonus”), Strategic Technologies, Inc., a North Carolina corporation (“STI”), Consonus Technologies, Inc., a Delaware corporation (the “Company”), CAC Merger Sub, Inc., a Delaware corporation and a wholly and directly owned subsidiary of the Company (“CAC Merger Sub”), STI Merger Sub, Inc., a North Carolina corporation and a wholly and directly owned subsidiary of the Company (“STI Merger Sub” and, together with CAC Merger Sub, the “Merger Subs”), and ▇▇▇▇ ▇▇▇▇▇▇▇▇ International, LLC, as the Consonus Holders’ Agent, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as the STI Holders’ Agent, for the purposes of Article VII only.

RECITALS

A.            Each of the Board of Directors of Consonus (the “Consonus Board”) and the Board of Directors of STI (the “STI Board”) have determined that it is consistent with and in furtherance of their respective long-term business strategies and fair to and in the best interests of their respective companies and stockholders to combine their respective businesses in a transaction so that they will be conducted by such companies or their successors as direct subsidiaries of the Company as set forth in this Agreement.

B.            The parties hereto intend that, 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”) and the North Carolina Business Corporation Act (the “NCBCA”): (i) CAC Merger Sub will be merged with and into Consonus, the separate corporate existence of CAC Merger Sub will thereupon cease and Consonus will continue as the surviving corporation and a wholly owned subsidiary of the Company (the “Consonus Merger”), and (ii) STI Merger Sub will be merged with and into STI, the separate corporate existence of STI Merger Sub will thereupon cease and STI will continue as the surviving corporation and a wholly owned subsidiary of the Company (the “STI Merger”, and together with the Consonus Merger, the “Mergers”).

C.            The Consonus Board has (i) determined that the Consonus Merger is consistent with and in furtherance of the long-term business interests of Consonus and fair to, and in the best interests of Consonus and its stockholders, (ii) declared this Agreement to be advisable, (iii) approved this Agreement, the Consonus Merger and the other transactions contemplated by this Agreement, and (iv) determined to recommend that the stockholders of Consonus adopt this Agreement.

D.            The STI Board has (i) determined that the STI Merger is consistent with and in furtherance of the long-term business interests of STI and fair to, and in the best interests of, STI and its stockholders, (ii) declared this Agreement to be advisable, (iii) approved this Agreement, the STI Merger and the other transactions contemplated by this Agreement, and (iv) determined to recommend that the stockholders of STI adopt this Agreement.

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E.            As an inducement to Consonus and the Company to enter into this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇  (the “STI Principal Stockholders”) have each entered into a voting agreement, dated as of the date hereof and attached as Exhibit A (the “Voting Agreements”), pursuant to which the STI Principal Stockholders have agreed, solely in their capacity as STI Stockholders, to vote their shares of STI Common Stock in favor of (i) this Agreement (including the escrow and all other provisions of Article VII hereof and the deposit of that number of shares of the Company Common Stock equal to the Escrow Amount into the Escrow Fund and the appointment of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as STI Holder Agent), (ii) the Mergers and (iii) the other transactions contemplated by this Agreement.

F.             As an inducement to STI to enter into this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇ International, LLC  (the “Consonus Principal Stockholder”) has entered into a Voting Agreement, dated as of the date hereof, pursuant to which the Consonus Principal Stockholder has agreed, solely in its capacity as a Consonus Stockholder, to vote its shares of Consonus Common Stock in favor of (i) this Agreement (including the escrow and all other provisions of Article VII hereof and the deposit of that number of shares of the Company Common Stock equal to the Escrow Amount into the Escrow Fund and the appointment of KLI as Consonus Holder Agent), (ii) the Mergers and (iii) the other transactions contemplated by this Agreement.

G.            By executing this Agreement, the parties intend: (i) for United States Federal income tax purposes, that the Mergers shall collectively qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”) and that each of the Mergers shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that, other than with respect to cash received for fractional shares pursuant to Section 1.13(c) and for Dissenting Shares pursuant to Section 1.16, the stockholders of Consonus and STI will recognize no gain or loss for federal income tax purposes as a result of the consummation of the Mergers; and (ii) for the Mergers to be accounted for as a purchase under GAAP.

In consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I
THE MERGERS

1.1          Organization of the Company, CAC Merger Sub and STI Merger Sub.

(a)           Organization of the Company. Consonus has organized the Company under the laws of the State of Delaware for the purpose of effecting the transactions contemplated hereby. As of the date hereof, the authorized capital stock of the Company consists of Twenty Million (20,000,000) shares of common stock and Ten Million (10,000,000) shares of preferred stock, of which five hundred (500) shares of common stock are issued and outstanding, which shares have been issued to Consonus.

(b)           Organization of the Merger Subs. Consonus has caused the Company to organize CAC Merger Sub and STI Merger Sub under the laws of the State of Delaware and the

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State of North Carolina, respectively, for the purposes of effecting the transactions contemplated hereby. The authorized capital stock of each of CAC Merger Sub and STI Merger Sub consists of one thousand (1,000) shares of common stock, one (1) share of each of which has been issued to the Company, as the sole stockholder of each of CAC Merger Sub and STI Merger Sub, for a purchase price of One Dollar ($1.00) per share.

(c)           Directors. Prior to the Effective Time, the Board of Directors of each of the Company (the “Company Board”), CAC Merger Sub and STI Merger Sub shall consist solely of the chairman of the Consonus Board of Directors. Beginning at the Effective Time, the Board of Directors of the Company shall be as set forth in Section 4.11, the Board of Directors of the STI Surviving Corporation shall be the current board of Directors of STI, and the Board of Directors of the Consonus Surviving Corporation shall be the current Board of Directors of Consonus.

(d)           Officers. Prior to the Effective Time, the sole officer of the Company, CAC Merger Sub and STI Merger Sub shall be the chairman of the Consonus Board of Directors as President of each such Company. The Company, Consonus and STI shall take all requisite action to cause the executive officers of the Company and the Surviving Corporations as of the Effective Time to be as provided in Section 4.12 hereof.

(e)           Approval of Agreement; Compliance. Consonus, in its capacity as the sole holder of all outstanding shares of the Company’s capital stock, shall adopt this Agreement, and shall cause the Company to take all requisite action to approve and adopt this Agreement and approve the transactions contemplated hereby. Consonus shall cause each of the Company, CAC Merger Sub and STI Merger Sub to perform their respective obligations under this Agreement in accordance with the terms and conditions hereof.

1.2          The Mergers.

(a)           The Consonus Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, and simultaneously with the STI Merger, Consonus, the Company and CAC Merger Sub shall cause a certificate of merger to be filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “Consonus Certificate of Merger”) providing for the Consonus Merger, with Consonus being the surviving corporation thereof (the “Consonus Surviving Corporation”) upon the effectiveness of the Consonus Merger, pursuant to this Agreement and the Consonus Certificate of Merger and in accordance with applicable provisions of the DGCL.

(b)           The STI Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the NCBCA, and simultaneously with the Consonus Merger, STI, the Company and STI Merger Sub shall cause articles of merger to be filed with the Secretary of State of the State of North Carolina in accordance with the relevant provisions of the NCBCA (the “STI Articles of Merger”, and together with the Consonus Certificate of Merger, the “Certificates of Merger”) providing for the STI Merger, with STI being the surviving corporation thereof (the “STI Surviving Corporation”, and together with the Consonus Surviving Corporation, the “Surviving Corporations”) upon the effectiveness of the STI

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Merger, pursuant to this Agreement and the STI Certificate of Merger and in accordance with applicable provisions of the NCBCA.

1.3          Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VI hereof, the consummation of the Mergers shall take place on January 2, 2007 at a closing (the “Closing”) to be held at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to by Consonus and STI (the actual time and date of the Closing being referred to herein as the “Closing Date”).

1.4          Effective Time. As soon as practicable following the Closing, the parties hereto shall cause the Mergers to be consummated by filing the Certificates of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of North Carolina, as the case may be, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and the NCBCA, as applicable, and make all other filings or recordings required under the DGCL and the NCBCA. The Mergers shall become effective at the date and time at which the Certificates of Merger are duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of North Carolina, in accordance with the relevant provisions of the DGCL and the NCBCA, as applicable, or such subsequent date and time as the parties hereto shall mutually agree and as shall be specified in the Certificates of Merger (the “Effective Time”); provided, however, that notwithstanding the foregoing, the parties hereto agree that the Certificates of Merger shall provide that the Mergers shall become effective at the same time.

1.5          Effect of the Mergers. At the Effective Time, the effect of each of the Consonus Merger and the STI Merger shall be as provided in the applicable provisions of the DGCL and the NCBCA, as applicable. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein: (a) all of the property, rights, privileges, powers and franchises of Consonus and CAC Merger Sub shall vest in the Consonus Surviving Corporation, and all debts, liabilities and duties of Consonus and CAC Merger Sub shall become the debts, liabilities and duties of the Consonus Surviving Corporation; and (b) all the property, rights, privileges, powers and franchises of STI and STI Merger Sub shall vest in the STI Surviving Corporation, and all debts, liabilities and duties of STI and STI Merger Sub shall become the debts, liabilities and duties of the STI Surviving Corporation. As of the Effective Time, each of the Surviving Corporations shall be a direct wholly-owned subsidiary of the Company.

1.6          Certificate of Incorporation and Bylaws of the Surviving Corporations. Unless otherwise agreed by Consonus and STI prior to the Effective Time, at the Effective Time:

(a)           Consonus Surviving Corporation. By virtue of the Consonus Merger, the Certificate of Incorporation and the Bylaws of Consonus, as in effect on the Effective Date, shall continue in full force and effect as the Certificate of Incorporation and Bylaws of the Consonus Surviving Corporation.

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(b)           STI Surviving Corporation. By virtue of the STI Merger, the Articles of Incorporation and the Bylaws of STI, as in effect on the Effective Date, shall continue in full force and effect as the Articles of Incorporation and Bylaws of the STI Surviving Corporation.

1.7          Certificate of Incorporation and Bylaws of the Company. At the Effective Time, the Certificate of Incorporation and Bylaws of the Company shall be identical to the forms attached hereto as Exhibit B and Exhibit C, respectively.

1.8          Conversion of Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Mergers, and without any action on the part of Consonus, STI, CAC Merger Sub, STI Merger Sub, the Company or the holders of any of the securities of the foregoing entities, the following shall occur:

(a)           Consonus Securities.

(i)            Consonus Common Stock. Except as provided in Section 1.8(a)(ii) and Section 1.13(c), each share of Consonus Common Stock issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and extinguished and automatically converted into the right to receive that number of fully paid and nonassessable shares of common stock, par value $0.000001 per share, of the Company (the “Company Common Stock”) obtained by multiplying one share of the Company Common Stock by 551.4082117 (the “Consonus Exchange Ratio”).

(ii)           Certain Owned Consonus Shares. Each share of Consonus Common Stock which is, immediately prior to the Effective Time, held in the treasury of Consonus, or outstanding and held by STI, the Company, or any direct or indirect wholly owned subsidiary of Consonus, STI or the Company, shall be canceled and extinguished without any conversion thereof.

(iii)          Adjustments to the Consonus Exchange Ratio. The Consonus Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Consonus Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Consonus Common Stock having a record date on or after the date hereof and prior to the Effective Time. The Consonus Exchange Ratio shall also be adjusted as set forth in Section 1.8(c).

(b)           STI Securities.

(i)            STI Common Stock. Except as provided in Section 1.8(b)(ii) and Section 1.13(c), each share of STI Common Stock issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and extinguished and automatically converted into the right to receive that number of fully paid and nonassessable shares of the Company Common Stock obtained by multiplying one share of the Company Common Stock by 0.07716852370881630 (the “STI Exchange Ratio”).

(ii)           Certain Owned STI Shares. Each share of STI Common Stock which is, immediately prior to the Effective Time, held in the treasury of STI, or outstanding and

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held by Consonus, the Company, or any direct or indirect wholly owned subsidiary of STI, Consonus or the Company, shall be canceled and extinguished without any conversion thereof.

(iii)          STI Options. Each option to purchase a share of STI Common Stock (an “STI Option”) outstanding immediately prior to the Effective Time shall be treated in accordance with the terms of Section 4.10 hereof.

(iv)          Adjustments to the STI Exchange Ratio. The STI Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into STI Common Stock), reorganization, recapitalization, reclassification or other like change with respect to STI Common Stock having a record date on or after the date hereof and prior to the Effective Time. The STI Exchange Ratio shall also be adjusted as set forth in Section 1.8(c).

(c)           Adjustments to Exchange Ratios Based on Pre-Merger Indebtedness. The Consonus Exchange Ratio and STI Exchange Ratio designate a post-Mergers capitalization of the Company of 65% of the issued and outstanding stock of the Company to be held by the pre-Consonus Merger Consonus Holders and 35% of the issued and outstanding stock of the Company to be held by the pre-STI Merger STI Holders, prior to any adjustment pursuant to this Section 1.8(c). The calculation of the Consonus Exchange Ratio and STI Exchange Ratio is set forth on Exhibit D attached hereto. In the event that the Total Equity Value of the Company on the Closing Date is greater than or less than $47,500,000 by 10% or more as a result of changes to the Total Debt of Consonus and/or STI as set forth on Exhibit D, then the Consonus Exchange Ratio and STI Exchange Ratio shall be adjusted to reflect the ratio of their respective Equity Values to the Total Equity Value of the Company. Notwithstanding any of the foregoing, in the event that an adjustment to the Consonus Exchange Ratio or the STI Exchange Ratio results in the STI Holders receiving less than 35% of the Company Common Stock, STI will be not required to consummate the Closing of the Mergers or any of the transactions contemplated herein.

1.9          Payment Schedule.

(a)           Prior to the Closing, Consonus shall prepare and deliver to STI a true and correct payment schedule, which schedule shall list, as of immediately prior to the Closing: (i) all holders of Consonus Common Stock (the “Consonus Holders”); (ii) the address of each Consonus Holder; (iii) the number of whole shares of the Company Common Stock to be issued to each Consonus Holder; and (iv) the number of whole Consonus Escrow Shares that is to be deposited with the Escrow Agent pursuant to the Consonus Escrow Agreement on behalf of each Consonus Holder (the “Consonus Payment Schedule”).

(b)           Prior to the Closing, STI shall prepare and deliver to Consonus a true and correct payment schedule, which schedule shall list, as of immediately prior to the Closing: (i) all holders of STI Common Stock (collectively, the “STI Holders”); (ii) the address of each STI Common Stockholder; (iii) the number of whole shares of the Company Common Stock to be issued to each STI Common Stockholder (calculated in accordance with the Articles of Incorporation of STI, as in effect on the date of Closing (the “STI Certificate”); and (iv) the number of whole STI Escrow Shares that is to be deposited with the Escrow Agent pursuant to

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the STI Escrow Agreement on behalf of each STI Holder (the “STI Payment Schedule” and, together with the Consonus Payment Schedule, the “Payment Schedules”).

1.10        Escrow Shares.

(a)           Prior to the Closing, (i) the Company, Consonus, the Consonus Holders’ Agent and the Escrow Agent (as defined in Section 7.5(a)) shall enter into an Escrow Agreement, in the form attached hereto as Exhibit E-1 (the “Consonus Escrow Agreement”), and (ii) the Company, STI, the STI Holders’ Agent, and the Escrow Agent (as defined in Section 7.5(a)) shall enter into an Escrow Agreement, in the form attached hereto as Exhibit E-2 (the “STI Escrow Agreement”, and together with the Consonus Escrow Agreement, the “Escrow Agreements”).

(b)           Notwithstanding anything to the contrary set forth in this Agreement, at the Effective Time, the Company shall withhold from delivery to the Consonus Holders twenty percent (20%) of the shares of the Company Common Stock (the “Consonus Escrow Shares”) otherwise issuable to the Consonus Holders pursuant to Section 1.8(a)(i) and hereof based on each such holder’s pro rata share of the Company Common Stock, as set forth on the Consonus Payment Schedule.

(c)           Notwithstanding anything to the contrary set forth in this Agreement, at the Effective Time, the Company shall withhold from delivery to the STI Holders twenty percent (20%) of the shares of the Company Common Stock (the “STI Escrow Shares”) otherwise issuable to the STI Holders pursuant to Section 1.8(b)(i) hereof based on each such holder’s pro rata share of the Company Common Stock, as set forth on the STI Payment Schedule.

(d)           As soon as practicable after the Effective Time, and in accordance with the provisions of the Escrow Agreements, the Company shall cause to be deposited with the Escrow Agent, certificates representing the Consonus Escrow Shares and the STI Escrow Shares, which shall be registered in the name of the Escrow Agent as nominee for the Consonus Holders and STI Holders. The certificates deposited with the Escrow Agent representing the Consonus Escrow Shares (the “Consonus Escrow Fund”) shall be held by the Escrow Agent pursuant to the terms of the Consonus Escrow Agreement as security for the indemnification obligations of the Consonus Holders pursuant to Article VII. The certificates representing the STI Escrow Shares (the “STI Escrow Fund”) shall be held by the Escrow Agent pursuant to the terms of the STI Escrow Agreement as security for the indemnification obligations of the STI Holders pursuant to Article VII.

(e)           STI Escrow.

(i)            At or prior to Closing, STI, the STI Holders’ Agent and an escrow agent selected by STI will enter into an escrow agreement (the “STI Closing Shares Escrow Agreement”) with respect to the Company Common Stock issued at Closing to the STI Holders other than the STI Escrow Shares (the “STI Closing Shares”). The STI Closing Shares will be held in escrow until the earlier of (A) the closing of the IPO, at which time such shares will be delivered to the STI Holders in accordance with the STI Payment Schedule, or (B) such date as the rescission under the Rescission Agreement occurs (the “Rescission”), in which case such

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shares will be delivered to the Company for cancellation in exchange for which the STI Holders will receive the STI Common Stock held by each such STI Holder immediately prior to the closing of the Mergers, all as further set forth in the Rescission Agreement. In the event neither of the foregoing occurs by December 31, 2007, the STI Closing Shares will be delivered to the STI Holders in accordance with the STI Payment Schedule.

(ii)           As soon as practicable after the Effective Time, and in accordance with the provisions of the STI Closing Shares Escrow Agreement, the Company shall cause to be deposited with the escrow agent thereunder, a certificate or certificates representing the STI Closing Shares, which shall be registered in the name of such escrow agent as nominee for the STI Holders.

(iii)          Notwithstanding any of the foregoing, if in STI’s reasonable discretion, the STI Closing Shares Escrow Agreement and the provisions related thereto will not be necessary or beneficial to the Rescission process, if necessary, STI may elect to waive the provisions of this subsection 1.10(e) and issue the STI Closing Shares directly to the STI Holders rather than into escrow.

1.11        Cancellation of Outstanding Company Common Stock. At the Effective Time, the shares of the Company Common Stock held by Consonus immediately prior to the Effective Time, and all rights in respect thereof, shall be canceled and retired by the Company, and no shares of capital stock or other securities of the Company or either of the Surviving Corporations or any other corporation shall be issuable, and no payment or other consideration shall be made, with respect thereto.

1.12        Conversion of Common Stock of CAC Merger Sub and STI Merger Sub into Common Stock of the Surviving Corporations.

(a)           At the Effective Time, each share of common stock, par value $.001 per share, of CAC Merger Sub issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, without any action on the part of the Company, be cancelled and automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of Consonus Surviving Corporation (the “Consonus Surviving Corporation Common Stock”). Immediately after the Effective Time and upon surrender by the Company of the certificate representing the shares of common stock of CAC Merger Sub, Consonus Surviving Corporation shall deliver to the Company an appropriate certificate or certificates representing the Consonus Surviving Corporation Common Stock created by conversion of the common stock of CAC Merger Sub owned by the Company.

(b)           At the Effective Time, each share of common stock, par value $.001 per share, of STI Merger Sub issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, without any action on the part of the Company, be cancelled and automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of STI Surviving Corporation (the “STI Surviving Corporation Common Stock”). Immediately after the Effective Time and upon surrender by the Company of the certificate representing the shares of common stock of STI Merger Sub, STI Surviving Corporation shall deliver to the Company an appropriate certificate or certificates

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representing the STI Surviving Corporation Common Stock created by conversion of the common stock of STI Merger Sub owned by the Company.

1.13        Exchange of Shares.

(a)           Company to Provide Common Stock. Promptly after the Effective Time, the Company shall allocate, for the benefit of the holders of shares of Consonus Common Stock and the holders of STI Common Stock, for exchange in accordance with the terms of this Article I, certificates representing the shares of the Company Common Stock issuable pursuant to this Agreement. In addition, the Company shall make available, as necessary from time to time after the Effective Time as needed, cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.13(c) hereof and any Pre-surrender Dividends (as defined in Section 1.13(d) which the Consonus Holders and the STI Holders may be entitled to pursuant to Section 1.13(b) hereof (the “Exchange Fund”).

(b)           Exchange Procedures. Promptly after the Effective Time, the Company shall mail to each holder of record (as of the Effective Time) of, or entitled to, a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Consonus Common Stock and outstanding shares of STI Common Stock, in each case, whose shares were converted into the right to receive shares of the Company Common Stock pursuant to Section 1.8(a)(i) and Section 1.8(b)(i) hereof, cash in lieu of any fractional shares pursuant to Section 1.13(c) hereof and any Pre-surrender Dividends as defined in and pursuant to Section 1.13(d) hereof: (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 delivery of the Certificates to the Company  and shall be in such form and have such other provisions as Consonus and STI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of the Company Common Stock, cash in lieu of any fractional shares pursuant to Section 1.13(c) hereof and any Pre-surrender Dividends as defined in and pursuant to Section 1.13(d) hereof. Upon surrender of Certificates for cancellation to the Company or delivery of appropriate documentation discussed in Section 1.18, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Company, the holder of such Certificates shall be entitled to receive in exchange therefor the number of whole shares of the Company Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.8(a)(i) or Section 1.8(a)(iv) hereof, payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.13(c) hereof and any Pre-surrender Dividends as defined in and payable pursuant to Section 1.13(d) and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of the Company Common Stock into which such shares of Consonus Common Stock or shares of STI Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.13(c) hereof and any Pre-surrender Dividends as defined in and payable pursuant to Section 1.13(d) hereof.

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(c)           Fractional Shares. No fraction of a share of the Company Common Stock will be issued by virtue of the Mergers, but in lieu thereof each holder of STI Common Stock who (i) would otherwise be entitled to receive a fraction of a share of Company Common Stock of five-tenths(0.5) or more, will receive a whole share of Company Common Stock, and (ii) would otherwise be entitled to receive a fraction of a share of Company Common Stock of less than five-tenths (0.5), will receive no consideration therefor, and each holder of Consonus Common Stock who would otherwise be entitled to receive a fraction of a share of the Company Common Stock shall, upon surrender of such holder’s Certificate(s), receive from the Company, at such time as such holder receives a Certificate or Certificates representing shares of the Company Common Stock as contemplated by Section 1.8(a)(i) or 1.8(a)(iv)  hereof (or appropriate documentation discussed in Section 1.18), an amount of cash (rounded up to the nearest whole cent), without interest, equal to the product obtained by multiplying (i) such fraction, and (ii) the fair market value of one share of the Company Common Stock as of the Effective Time as determined in good faith by the Company Board based on the Total Equity Value.

(d)           Distributions With Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date hereof with respect to the Company Common Stock, Consonus Common Stock or STI Common Stock with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 1.13(c) hereof will be paid to the holders of any unsurrendered Certificates with respect to the shares of the Company Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable laws and legal requirements, following surrender of any such Certificates, the Company shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of whole shares of the Company Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.13(c) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time (“Pre-surrender Dividends”) and theretofore paid with respect to such whole shares of the Company Common Stock and (ii) at the appropriate payment date, the amount of Pre-surrender Dividends with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of the Company Common Stock.

(e)           Transfers of Ownership. If shares of the Company Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed or accompanied by appropriate stock powers, and otherwise in proper form for transfer and that the Persons requesting such exchange will have paid to the Company or any agent designated by it any transfer or other Taxes required by reason of the issuance of shares of the Company Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of the Company or any agent designated by it that such any such Taxes have been paid or are not payable.

(f)            Required Withholding. Each of the Company and the Surviving Corporations shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Consonus Common Stock or STI Common Stock such amounts as may be required to be deducted or

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withheld therefrom under the Code or under any provision of state, local or foreign Tax laws or under any other applicable Laws. To the extent such amounts are so deducted or withheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

(g)           Termination of Exchange Fund; No Liability. Any such portion of the Exchange Fund remaining unclaimed by holders of shares of Consonus Common Stock or STI Common Stock immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body shall, to the extent permitted by applicable Laws, become the property of the Company, free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding anything to the contrary in this Section 1.13(g), none of the Company, the Surviving Corporations or any other party hereto shall be liable to a holder or former holder of shares of Consonus Common Stock, STI Common Stock or the Company Common Stock, as the case may be, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

1.14        Stock Transfer Books. At the Effective Time, the stock transfer books of Consonus with respect to Consonus capital stock and the stock transfer books of STI with respect to STI capital stock shall each be closed, and there shall be no further registration thereafter of transfers of shares of capital stock of Consonus or STI outstanding immediately prior to the Effective Time on the records of any such stock transfer books.

1.15        Restricted Shares. If any shares of STI Common Stock or Consonus Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with STI or Consonus, as the case may be (the “Restricted Shares”), then the shares of the Company Common Stock issued in exchange for such Restricted Shares shall also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares may accordingly be marked with appropriate legends. Schedule 1.15(a) sets forth a list of the holders of Restricted Shares of Consonus and the number of Restricted Shares held by each such holder, and Schedule 1.15(b) sets forth a list of the holders of Restricted Shares of STI and the number of Restricted Shares held by each such holder. STI and Consonus shall take all action that may be necessary to ensure that, from and after the Effective Time, the Company will be entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. The number of shares subject to repurchase and the repurchase price pursuant to any repurchase option shall be appropriately adjusted to reflect the Mergers.

1.16        Dissenting Shares. Notwithstanding any other provisions of this Agreement to the contrary, any holder of Consonus capital stock outstanding as of immediately prior to the Effective Time, and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such holder’s appraisal rights under Section 262 of the DGCL with respect to such Consonus Holder’s Consonus Common Stock (the “Consonus Dissenting Shares”), and any holder of STI capital stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal or dissenters’ rights in accordance with Section 55-13-21 of the NCBCA and has not effectively withdrawn or lost such STI Holder’s appraisal

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or dissenters’ rights under Article 13 of Chapter 55 of the NCBCA with respect to such STI Holder’s STI Common Stock (the “STI Dissenting Shares,” and together with the Consonus Dissenting Shares, the “Dissenting Shares”) shall not be converted into or represent a right to receive the consideration for such shares set forth in Section 1.8 hereof, but the holder thereof shall only be entitled to such rights as are provided by the DGCL with respect to the Consonus Dissenting Shares and of the NCBCA with respect to the STI Dissenting Shares.

(a)           If any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Section 262 of the DGCL with respect to the Consonus Dissenting Shares and Sections 55-13-21 and 55-13-23 of the NCBCA with respect to STI Dissenting Shares, then, as of the later of the Effective Time and the occurrence of such event, such shares shall automatically be converted into and represent only the right to receive the consideration for such shares set forth in Section 1.8 hereof, without interest thereon, upon surrender of the certificate(s) representing such shares.

(b)           With respect to Consonus Dissenting Shares, prior to the Effective Time, Consonus shall give STI (i) prompt notice of any written demand for appraisal received by Consonus pursuant to the applicable provisions of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, Consonus shall not, except with the prior written consent of STI, voluntarily make any payment with respect to any such demands or offer to settle or settle any such demands. Notwithstanding the foregoing, to the extent that Consonus or the Company (i) makes any payment or payments in respect of any Consonus Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses in respect of any Consonus Dissenting Shares (excluding payments for such shares) (together the “Consonus Dissenting Share Payments”), the Company shall be entitled to indemnification in respect of such Consonus Dissenting Share Payments pursuant to Article VII hereof.

(c)           With respect to STI Dissenting Shares, prior to the Effective Time, STI shall give Consonus (i) prompt notice of any written demand for appraisal or payment received by STI pursuant to the applicable provisions of the NCBCA, and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, STI shall not, except with the prior written consent of Consonus, voluntarily make any payment with respect to any such demands or offer to settle or settle any such demands. Notwithstanding the foregoing, to the extent that STI or the Company (i) makes any payment or payments in respect of any STI Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses in respect of any STI Dissenting Shares (excluding payments for such shares) (together the “STI Dissenting Share Payments”), the Company shall be entitled to indemnification in respect of such STI Dissenting Share Payments pursuant to Article VII hereof.

1.17        Tax Consequences. It is intended by the parties hereto that each of the Mergers shall constitute a tax-free reorganization within the meaning of Section 368(a) of the Code and that the Mergers collectively shall qualify as a transaction described in Section 351 of the Code. By executing this Agreement, the parties hereto adopt a plan of reorganization within the

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meaning of Treas. Reg. §§ 1.368-2(g) and 1.368-3. None of the parties hereto shall take any action that would be reasonably expected to cause either of the Mergers to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code or the Mergers collectively to fail to qualify as a transaction described in Section 351 of the Code.

1.18        Lost, Stolen or Destroyed Certificate. In the event any certificates evidencing Consonus Common Stock or STI Common Stock shall have been lost, stolen or destroyed, the Company shall issue in exchange for such lost, stolen or destroyed certificates upon the making of an affidavit of that fact by the holder thereof, such shares of the Company Common Stock as may be required pursuant to Section 1.8 and cash in lieu of fractional shares pursuant to Section 1.13(c) hereof (and Pre-surrender Dividends with respect thereto, if any); provided, however, that the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a reasonable form of indemnity against any claim that may be made against the Company or either of the Surviving Corporations with respect to the certificates alleged to have been lost, stolen or destroyed.

1.19        No Further Ownership Rights in Capital Stock of Consonus and STI. All shares of the Company Common Stock and any cash in lieu of fractional shares issued upon the surrender for exchange of the Consonus Common Stock and STI Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares and there shall be no further registration of transfers on the records of the Company or the Surviving Corporations of the shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any Consonus Common Stock or STI Common Stock are presented to the Company for any reason, they shall be canceled and exchanged in accordance with the terms of this Article I.

1.20        Taking of Necessary Action; Further Action. 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 Corporations or the Company with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Consonus and STI, as the case may be, the officers and directors of the Company, Consonus, STI and the Merger Subs are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF CONSONUS

Consonus hereby represents and warrants to the Company and STI as follows:

2.1          Organization and Good Standing.

(a)           Consonus is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Consonus is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each

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other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect on Consonus (a “Consonus Material Adverse Effect”).

(b)           Each of the Company, CAC Merger Sub and STI Merger Sub are duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

2.2          Authorization of Agreement.

(a)           Consonus has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Consonus in connection with the transactions contemplated by this Agreement (the “Consonus Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of Consonus Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required corporate action on the part of Consonus and, except for obtaining the stockholder approval for the adoption of this Agreement, no other corporate action on the part of Consonus is necessary to authorize the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been, and each of Consonus Documents will be when executed at Closing, duly and validly executed and delivered by Consonus and (assuming due authorization, execution and delivery by STI) this Agreement constitutes, and each of Consonus Documents when so executed and delivered will constitute, legal, valid and binding obligations of Consonus, enforceable against Consonus in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b)           Each of the Company, CAC Merger Sub and STI Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by such entity in connection with the transactions contemplated by this Agreement (the “Newco Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of Newco Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required corporate action on the part of the applicable entity and no other corporate action on the part of any such entity is necessary to authorize the execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been, and each of Newco Documents will be when executed at Closing, duly and validly executed and delivered by the Company, CAC Merger Sub and STI Merger Sub and (assuming due authorization, execution and delivery by STI) this Agreement constitutes, and each of Newco Documents when so executed and delivered will constitute, legal, valid and

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binding obligations of the Company, CAC Merger Sub and STI Merger Sub, as applicable, enforceable against such entity in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

2.3          Conflicts; Consents of Third Parties.

(a)           Except as set forth on Schedule 2.3(a), none of the execution and delivery by Consonus of this Agreement or the Consonus Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Consonus with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Consonus to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Consonus under, any provision of (i) the certificate of incorporation and bylaws or comparable organizational documents of Consonus; (ii) any contract or Permit to which Consonus is a party or by which any of the properties or assets of Consonus are bound; (iii) any Order applicable to Consonus or any of the properties or assets of Consonus; or (iv) any applicable Law, except in the case of clauses (ii) and (iv) for such violations, breaches, conflicts or defaults as could not reasonably be expected to have a Consonus Material Adverse Effect.

(b)           Except as set forth on Schedule 2.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Consonus in connection with (i) the execution and delivery of this Agreement, the Consonus Documents, the compliance by Consonus with any of the provisions hereof and thereof, or the consummation of the transactions contemplated hereby or thereby, except for those the failure of which to obtain would not result in a Consonus Material Adverse Effect or (ii) the continuing validity and effectiveness immediately following the Closing of any material Permit or Material Contract of Consonus.

2.4          Capitalization.

(a)           The authorized capital stock of Consonus consists of 10,000 shares of Series A preferred stock, no par value, and 15,000,000 shares of Series B preferred Stock, par value $0.10 per share (collectively, “Consonus Preferred Stock”), and 10,000 shares of common stock, no par value per share (“Consonus Common Stock”). As of the date hereof, there are 15,000,000 shares of Consonus Preferred Stock issued and outstanding and 5,254 shares of Consonus Common Stock issued and outstanding. All of the issued and outstanding shares of Consonus Preferred Stock and Consonus Common Stock were duly authorized for issuance and are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. All of the outstanding shares of Consonus Common Stock and Consonus Preferred Stock are owned of record by the holders and in the respective amounts as are set forth on Schedule 2.4(a).

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(b)           Schedule 2.4(b) sets forth the holders of Consonus Options and warrants to purchase the capital stock of Consonus (the “Consonus Warrants”) and the respective number of shares of Consonus Common Stock subject to each outstanding Consonus Option and Consonus Warrant, and the applicable exercise price, expiration date and vesting date. Except for Consonus Options and Consonus Warrants described in Schedule 2.4(b), there is no existing option, warrant, call, right or contract requiring, and there are no securities of Consonus outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of Consonus or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of Consonus. Except as set forth in Schedule 2.4(b), there are no obligations, contingent or otherwise, of Consonus to (i) repurchase, redeem or otherwise acquire any shares of Consonus Common Stock or Consonus Preferred Stock, or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person. Except as set forth on Schedule 2.4(b), there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to Consonus. There are no bonds, debentures, notes or other indebtedness of Consonus having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which stockholders of Consonus may vote. Except as set forth on Schedule 2.4(b), there are no voting trusts, irrevocable proxies or other contracts or understandings to which Consonus or any Consonus Holder is a party or is bound with respect to the voting or consent of any shares of Consonus Common Stock, Consonus Preferred Stock, Consonus Options or Consonus Warrants.

2.5          Consonus Subsidiaries and Affiliated Entities.

(a)           Schedule 2.5 sets forth the name of each entity in which Consonus holds, directly or indirectly, more than fifty percent (50%) of the voting securities of such entity (each a “Consonus Subsidiary”). Each Consonus Subsidiary is a duly organized and validly existing corporation, partnership or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified would not have a Consonus Material Adverse Effect.

(b)           Each Consonus Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on its business as presently conducted.

(c)           The outstanding shares of capital stock or equity interests of each Consonus Subsidiary are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equity interests represented as being owned by Consonus or any of the Consonus Subsidiaries are owned by them free and clear of any and all Liens, except as set forth in Schedule 2.5. No shares of capital stock are held by any Consonus Subsidiary as treasury stock. There is no existing option, warrant, call, right or contract to which any Consonus Subsidiary is a party requiring, and there are no convertible securities of any Consonus Subsidiary outstanding which upon conversion would require, the issuance of any

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shares of capital stock or other equity interests of any Consonus Subsidiary or other securities convertible into shares of capital stock or other equity interests of any Consonus Subsidiary.

(d)           Consonus does not own, directly or indirectly, any capital stock or equity securities of any Person other than the Consonus Subsidiaries. Except as set forth on Schedule 2.5, there are no material restrictions on the ability of the Consonus Subsidiaries to make distributions of cash to their respective equity holders.

2.6          Corporate Records.

(a)           Consonus has delivered to STI true, correct and complete copies of the certificate of incorporation (certified by the Secretary of State of Delaware) and bylaws (certified by the secretary) of Consonus and the organizational documents of each of the Consonus Subsidiaries, each as amended and in effect on the date hereof, including all amendments thereto.

(b)           The minute books of Consonus and each Consonus Subsidiary previously made available to STI contain true, correct and complete records in all material respects of all meetings and accurately reflect in all material respects all other corporate action of the stockholders and board of directors (including committees thereof) of Consonus and the Consonus Subsidiaries. The stock certificate books and stock transfer ledgers of Consonus and the Consonus Subsidiaries previously made available to STI are true, correct and complete. All stock transfer Taxes levied, if any, or payable with respect to all transfers of shares of Consonus prior to the date hereof have been paid and appropriate transfer tax stamps affixed.

2.7          Financial Statements.

(a)           Consonus has delivered to STI copies of (i) the audited consolidated balance sheets of Consonus as at December 31, 2005 and the related audited consolidated statements of income and of cash flows of Consonus for the year then ended, and (ii) the unaudited consolidated balance sheet of Consonus as at August 31, 2006 and the related consolidated statements of income and cash flows of Consonus for the eight-month period then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Consonus Financial Statements”). Each of the Consonus Financial Statements is complete and correct in all material respects, has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied (except with respect to the unaudited financial statements which lack footnotes and other presentation items and are subject to normal year-end audit adjustments) by Consonus or such other entity without modification of the accounting principles used in the preparation thereof throughout the periods presented except as may be noted therein and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of Consonus or such other entity as at the dates and for the periods indicated therein. The consolidated balance sheet of Consonus as at August 31, 2006 is referred to herein as the “Consonus Balance Sheet” and August 31, 2006 is referred to herein as the “Consonus Balance Sheet Date.”

(b)           All books, records and accounts of Consonus and the Consonus Subsidiaries are accurate and complete in all material respects and are maintained in all material

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respects in accordance with good business practice and all applicable Laws. Consonus and the Consonus Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (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 actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

(c)           Consonus’ principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to their actual knowledge, to Consonus’ auditors (i) all significant deficiencies in the design or operation of internal controls which could adversely affect Consonus’ ability to record, process, summarize and report financial data and have identified for Consonus’ auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Consonus’ internal controls. Notwithstanding the foregoing, Consonus is not representing that its internal controls meet the standards required by Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, nor are they required to meet such standards at this time.

(d)           Consonus currently has an internal record retention procedure appropriate for the conduct of the business as it has been conducted, with which it is in compliance in all material respects.

2.8          No Undisclosed Liabilities. Except as set forth on Schedule 2.8, neither Consonus nor any Consonus Subsidiary has any indebtedness or liabilities (whether or not required under GAAP to be reflected on a balance sheet or the notes thereto) other than (i) those specifically reflected on and fully reserved against in the Consonus Balance Sheet, (ii) those that are immaterial to Consonus or any Consonus Subsidiary or (iii) liabilities (but not indebtedness) incurred in the ordinary course of business since the Consonus Balance Sheet Date.

2.9          Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 2.9, since December 31, 2005 (i) Consonus and the Consonus Subsidiaries have conducted their business only in the ordinary course of business and (ii) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Consonus Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2005, and except as set forth on Schedule 2.9:

(i)            there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets, excluding accounts receivable, of Consonus or any Consonus Subsidiary of more than $10,000 for any single loss or $25,000 for all such losses;

(ii)           there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of Consonus or any repurchase, redemption or other acquisition by Consonus or any Consonus Subsidiary of any

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outstanding shares of capital stock or other securities of, or other ownership interest in, Consonus or any Consonus Subsidiary;

(iii)          neither Consonus nor any Consonus Subsidiary has awarded or paid any bonuses to employees of Consonus or any Consonus Subsidiary with respect to the fiscal year most recently ended, except to the extent accrued on the Consonus Balance Sheet, or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of Consonus’ or any Consonus Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, except in each case, in the ordinary course of business;

(iv)          there has not been any change by Consonus or any Consonus Subsidiary in accounting or Tax reporting principles, methods or policies;

(v)           neither Consonus nor any Consonus Subsidiary has made or rescinded any election relating to Taxes or settled or compromised any claim relating to Taxes;

(vi)          neither Consonus nor any Consonus Subsidiary has entered into any material transaction or contract other than in the ordinary course of business and other than this Agreement;

(vii)         neither Consonus nor any Consonus Subsidiary has failed to promptly pay and discharge material current liabilities when due except where disputed in good faith or upon agreement with the third party for extended terms.

(viii)        neither Consonus nor any Consonus Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Consonus Holder or any director, officer, partner, stockholder or Affiliate of any Consonus Holder;

(ix)          except for capitalized leases entered into in the ordinary course of business, neither Consonus nor any Consonus Subsidiary has (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of Consonus, except, in the case of clause (B), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business;

(x)           neither Consonus nor any Consonus Subsidiary has discharged or satisfied any Lien, or paid any liability, except in the ordinary course of business;

(xi)          neither Consonus nor any Consonus Subsidiary has canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or

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released any contract or right except in the ordinary course of business and which, in the aggregate, would not be material to Consonus;

(xii)         neither Consonus nor any Consonus Subsidiary has made or committed to make any capital expenditures or capital additions or betterments in excess of $5,000 individually or $25,000 in the aggregate;

(xiii)        neither Consonus nor any Consonus Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any material indebtedness, which shall not include purchase obligations under vendor or customer agreements entered into in the ordinary course of business;

(xiv)        neither Consonus nor any Consonus Subsidiary has granted any license or sublicense of any rights under or with respect to any Intellectual Property except in the ordinary course of business;

(xv)         neither Consonus nor any Consonus Subsidiary has instituted any Legal Proceeding or settled any Legal Proceeding which would in the aggregate be material to Consonus; and

(xvi)        neither the Consonus Principal Stockholder nor Consonus has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 2.9.

2.10        Taxes.

(a)           (1)           All Tax Returns required to be filed by or on behalf of each of Consonus, any Consonus Subsidiary and any Affiliated Group of which Consonus or any Consonus Subsidiary is or was a member have been duly and timely filed with the appropriate Taxing Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns are true, complete and correct; and (ii) except as set forth on Schedule 2.10(a), all Taxes payable by or on behalf of each of Consonus, any Consonus Subsidiary and any Affiliated Group of which Consonus or any Consonus Subsidiary is or was a member have been fully and timely paid. With respect to any period for which Taxes are not yet due or owing, Consonus has made due and sufficient accruals for such Taxes in the Consonus Financial Statements and its books and records. All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of Consonus and each Consonus Subsidiary.

(b)           Consonus and each Consonus Subsidiary have complied with all applicable Laws relating to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate Taxing Authority all amounts required to be so withheld and paid under all applicable Laws.

(c)           Consonus has delivered to STI complete copies of (i) all federal, state, local and foreign income, franchise and all other material Tax Returns of Consonus and Consonus Subsidiaries relating to the taxable periods since its formation and (ii) any audit report

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issued since the formation of Consonus relating to any Taxes due from or with respect to Consonus or any Consonus Subsidiary.

(d)           Schedule 2.10(d) lists (i) all material types of Taxes paid, and all types of Tax Returns filed by or on behalf of Consonus or any Consonus Subsidiary, and (ii) all of the jurisdictions that impose such Taxes or with respect to which Consonus or any Consonus Subsidiary has a duty to file such Tax Returns. No claim has been made by a Taxing Authority in any jurisdiction where Consonus or any Consonus Subsidiary is or may be subject to Taxation by that jurisdiction with respect to any type of Tax for which such entity does not file Tax Returns in that jurisdiction.

(e)           All deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of the Tax Returns of, or including, Consonus or any Consonus Subsidiary have been fully paid, and there are no other audits or investigations by any Taxing Authority in progress, nor has Consonus or any Consonus Subsidiaries or any officer thereof received any notice from any Taxing Authority that it intends to conduct such an audit or investigation. No issue has been raised by a Taxing Authority in any prior examination of Consonus or any Consonus Subsidiary which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in Tax for any subsequent taxable period.

(f)            Neither Consonus nor any Consonus Subsidiary nor any other Person on behalf of Consonus or any Consonus Subsidiary has (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law or has any Knowledge that any Taxing Authority has proposed any such adjustment, or has any application pending with any Taxing Authority requesting permission for any changes in accounting methods that relate to Consonus, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law with respect to Consonus, or any Consonus Subsidiary, (iii) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed, (iv) granted any extension for the assessment or collection of Taxes, which Taxes have not since been paid, or (v) granted to any Person any power of attorney that is currently in force with respect to any Tax matter.

(g)           No property owned by Consonus or any Consonus Subsidiary is (i) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (iii) “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code, (iv) leased property that is “limited use property” within the meaning of Rev. Proc. 2001-28, (v) subject to Section 168(g)(1)(A) of the Code, or (vi) subject to any provision of state, local or foreign Law comparable to any of the provisions listed above.

(h)           Consonus is not, and will not have been at any time during the five-year period ending on the Closing Date, a “U.S. real property holding corporation,” within the meaning of Section 897(c) of the Code.

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(i)            Neither Consonus nor any Consonus Subsidiary is a party to any tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make any payments after the Closing.

(j)            There is no contract, agreement, plan or arrangement covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by Consonus or any of its respective Affiliates by reason of Section 280G of the Code.

(k)           Neither Consonus nor any Consonus Subsidiary is subject to any private letter ruling of the IRS or comparable rulings of any Taxing Authority.

(l)            There are no Liens as a result of any unpaid Taxes upon any of the assets of Consonus or any Consonus Subsidiary, except for statutory liens covering Taxes not yet due and payable.

(m)          Neither Consonus nor any of Consonus Subsidiaries has ever been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax purposes other than a group in which Consonus is the common parent.

(n)           Neither Consonus nor any of Consonus Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

(o)           There is no taxable income of Consonus or any Consonus Subsidiaries that will be required under applicable Tax Law to be reported by the Company or any of its Affiliates, including Consonus or any of Consonus Subsidiaries, for a taxable period beginning after the Closing Date which taxable income was realized (and reflects economic income) arising prior to the Closing Date.

(p)           Consonus and each Consonus Subsidiary has disclosed on its federal income Tax Returns all positions taken therein that could give rise to substantial understatement of federal income tax within the meaning of Section 6662 of the Code.

(q)           Neither Consonus nor any Consonus Subsidiary currently has, or has ever had, a permanent establishment in any jurisdiction other than the United States, or has engaged in a trade or business in any jurisdiction other than the United States that subjected it to tax in such country.

(r)            Consonus and Consonus Subsidiaries have not participated in any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b).

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2.11        Real Property.

(a)           Schedule 2.11 sets forth a complete list of (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by Consonus or any Consonus Subsidiary (the “Consonus Owned Real Properties”), (ii) all real property and interests in real property leased by Consonus or any Consonus Subsidiary with annual payments in excess of $10,000 (the “Consonus Real Property Leases” and, together with the Consonus Owned Properties, the “Consonus Real Properties”) as lessee or lessor, including a description of each such Consonus Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto). Consonus and the Consonus Subsidiaries have good and marketable fee title to all Consonus Owned Real Properties, free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Schedule 2.11 and (B) Permitted Exceptions. The Consonus Real Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of Consonus or any Consonus Subsidiary. To the Knowledge of Consonus, all of the Consonus Real Properties and all of the properties covered by Consonus Real Property Leases and buildings, fixtures and improvements thereon, (i) are in good operating condition (ordinary wear and tear excepted) without structural defects, and all mechanical and other systems located thereon are in good operating condition (ordinary wear and tear excepted), and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current uses. To the Knowledge of Consonus, none of the improvements located on the Consonus Real Properties constitutes a legal non-conforming use or otherwise requires any special dispensation, variance or special permit under any Laws. Consonus has delivered to STI, or shall deliver to STI within 5 business days of the date of this Agreement, true, correct and complete copies of (i) all deeds, title reports, surveys, engineering reports, environmental reports, rent rolls, insurance claims history and repair history for the Consonus Owned Properties in Consonus’ possession or control, and (ii) the Consonus Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. Except as set forth on Schedule 2.11, the Consonus Owned Real Properties, and to the Knowledge of Consonus, the properties covered by the Consonus Real Property Leases, are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy.

(b)           Each of Consonus and the Consonus Subsidiaries, as applicable, has a valid, binding and enforceable leasehold interest under each of the Consonus Real Property Leases under which it is a lessee, free and clear of all Liens other than Permitted Exceptions. Each of the Consonus Real Property Leases is in full force and effect. Neither Consonus nor any Consonus Subsidiary is in material default under any Consonus Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. Neither Consonus nor any Consonus Subsidiary has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a material default by Consonus or any Consonus Subsidiary under any of the Consonus Real Property Leases and, to the Knowledge of Consonus, no other party is in material default thereof, and no party to any Consonus Real Property Lease has exercised any termination rights with respect thereto.

(c)           Consonus and the Consonus Subsidiaries have all certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use and operation of each Consonus Real Property, and Consonus and the Consonus Subsidiaries have fully complied in all material respects with all conditions of the Permits applicable to them. No

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material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit.

(d)           There does not exist any actual or, to the Knowledge of Consonus, threatened or contemplated condemnation or eminent domain proceedings that affect any Consonus Owned Real Properties or any part thereof, and none of Consonus or any Consonus Subsidiary has received any written notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof.

(e)           None of Consonus or any Consonus Subsidiary has received any written notice from any insurance company that has issued a policy with respect to any Consonus Real Property requiring performance of any structural or other repairs or alterations to such Consonus Real Property.

(f)            Except as set forth on Schedule 2.11(f), Consonus and the Consonus Subsidiaries do not own or hold and are not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

2.12        Tangible Personal Property.

(a)           Consonus and Consonus Subsidiaries have good and marketable title to all of the items of owned tangible personal property used in the business of Consonus and the Consonus Subsidiaries (except as sold or disposed of subsequent to the date hereof in the ordinary course of business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions and except as set forth on Schedule 2.12(a). Except as set forth on Schedule 2.12(a), all such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of Consonus and Consonus Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

(b)           Schedule 2.12(b) sets forth all leases of personal property involving annual payments in excess of $10,000 relating to personal property used in the business of Consonus and the Consonus Subsidiaries or to which Consonus or any of Consonus Subsidiaries is a party or by which the properties or assets of Consonus or the Consonus Subsidiaries are bound (“Consonus Personal Property Leases”). All of the items of material personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Consonus has delivered to STI, or shall deliver to STI within 5 business days of the date of this Agreement, true, correct and complete copies of the Consonus Personal Property Leases, together with all amendments, modifications or supplements thereto.

(c)           Each of Consonus and the Consonus Subsidiaries has a valid and enforceable leasehold interest under each of the Consonus Personal Property Leases under which it is a lessee. Each of the Consonus Personal Property Leases is in full force and effect and neither Consonus nor any of the Consonus Subsidiaries has received or given any notice of any

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material default or event that with notice or lapse of time, or both, would constitute a material default by Consonus or any of the Consonus Subsidiaries under any of the Consonus Personal Property Leases and, to the Knowledge of Consonus, no other party is in material default thereof, and no party to the Consonus Personal Property Leases has exercised any termination rights with respect thereto.

2.13        Intellectual Property.

(a)           Schedule 2.13(a) sets forth an accurate and complete list of all applied for, registered and/or issued Patents, Marks and Copyrights owned or used by Consonus or any Consonus Subsidiary. Schedule 2.13(a) lists (i) the current owner, (ii) the jurisdictions in which each such item of Intellectual Property has been issued or registered or in which any such application for such issuance and registration has been filed, (iii) the respective issuance, registration or application number of each item and (iv) the dates of application, issuance and registration of each item.

(b)           Except as disclosed in Schedule 2.13(b), to Consonus’ Knowledge, Consonus or a Consonus Subsidiary is the sole and exclusive owner of, or has valid and continuing rights to use, sell and license, as the case may be, all Intellectual Property used, sold or licensed by Consonus or Consonus Subsidiaries in their businesses as presently conducted and as currently proposed to be conducted, free and clear of all Liens or obligations to others (except for those specified liens and licenses included in Schedule 2.13(e)).

(c)           To the Knowledge of Consonus, the Intellectual Property owned, used, practiced or otherwise commercially exploited by Consonus or any Consonus Subsidiary, the development, manufacturing, licensing, marketing, importation, offer for sale, sale or use of the products or Technology in connection with the business as presently conducted and as currently proposed to be conducted, and Consonus’ and Consonus Subsidiaries’ present and currently proposed business practices and methods, do not infringe, violate or constitute an unauthorized use or misappropriation of any Patent, Copyright, ▇▇▇▇, Trade Secret or other similar right, of any Person (including pursuant to any non-disclosure agreements or obligations to which Consonus or any Consonus Subsidiary or any of their present or former employees is a party, and including any intellectual property that might exist with respect to open software or other intellectual property publicly available for certain types of use). The Intellectual Property owned by or licensed to Consonus and Consonus Subsidiaries includes all of the material Intellectual Property used by Consonus and Consonus Subsidiaries to conduct their business in the manner in which such business is currently being conducted.

(d)           Except with respect to licenses of commercial off-the-shelf Software, and except pursuant to the Intellectual Property Licenses listed in Schedule 2.13(d), neither Consonus nor any of Consonus Subsidiaries is currently required, obligated, or under any liability whatsoever, to make any payments by way of royalties, fees or otherwise or provide any other consideration of any kind, to any owner or licensor of, or other claimant to, any Intellectual Property, or any other Person, with respect to the use thereof or in connection with the conduct of the business of Consonus and Consonus Subsidiaries as currently conducted or proposed to be conducted.

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(e)           Schedule 2.13(e) sets forth a complete and accurate list of all contracts to which Consonus or any Consonus Subsidiary is a party (other than commercial off-the-shelf software) (i) granting any Intellectual Property Licenses (other than as provided in Consonus’ standard form of customer contract), (ii) containing a covenant not to compete or otherwise limiting its ability to use or exploit fully any of the Intellectual Property, except as, which individually or in the aggregate, would not be expected to have a Materially Adverse Effect on Consonus or (iii) containing an agreement to indemnify any other Person against any claim of infringement, violation, misappropriation or unauthorized use of any Intellectual Property. Consonus has delivered to STI, or shall deliver to STI within 5 business days of the date of this Agreement, true, correct and complete copies of each contract set forth on Schedule 2.13(e), together with all amendments, modifications or supplements thereto.

(f)            Each of the material Intellectual Property Licenses is in full force and effect and is the legal, valid and binding obligation of Consonus and/or Consonus Subsidiaries, enforceable against them in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principals of equity (regardless of whether considered in a proceeding in equity or at law). Neither Consonus nor any Consonus Subsidiary is in material default under any Intellectual Property License, nor, to the Knowledge of Consonus, is any other party to any Intellectual Property License in default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. No party to any of the Intellectual Property Licenses has exercised any termination rights with respect thereto, except in the ordinary course of business.

(g)           No Trade Secret of Consonus or any Consonus Subsidiary as presently conducted has been authorized to be disclosed or, to Consonus’ Knowledge, has been actually disclosed by Consonus or, to Consonus’ Knowledge, any Consonus Subsidiary to any employee or any third party other than pursuant to Consonus policy including restrictions on the disclosure and use of the Intellectual Property consistent with commercially reasonable practices in the industry in which Consonus and Consonus Subsidiaries operate. Consonus and Consonus Subsidiaries have taken reasonably adequate security measures to protect the secrecy, confidentiality and value of all the Trade Secrets of Consonus and Consonus Subsidiaries, including invention disclosures, not the subject of any patents owned or patent applications filed by Consonus or a Consonus Subsidiary, which measures are consistent with commercially reasonable practices in the industry in which Consonus and Consonus Subsidiaries operate.

(h)           Except as set forth on Schedule 2.13(h), as of the date hereof, neither Consonus nor any of Consonus Subsidiaries is the subject of any pending or, to the Knowledge of Consonus, threatened Legal Proceedings which involve a claim of infringement, misappropriation, unauthorized use, or violation of any intellectual property rights of any Person against Consonus or Consonus Subsidiaries or challenging the ownership, use, validity or enforceability of any material Intellectual Property. Neither Consonus nor any Consonus Subsidiary has received notice of any such threatened claim and, to the Knowledge of Consonus, there are no facts or circumstances that would form the basis for any claim of infringement, unauthorized use, misappropriation or violation of any intellectual property rights of any Person against Consonus or any Consonus Subsidiary, or challenging the ownership, use, validity or enforceability of any material Intellectual Property.

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(i)            To the Knowledge of Consonus, no Person is infringing, violating, misusing or misappropriating any material Intellectual Property of Consonus or any Consonus Subsidiary, and no such claims have been made against any Person by Consonus or any Consonus Subsidiary. There are no Orders to which Consonus is a party or by which Consonus is bound which restrict, in any material respect, the right to use any of the Intellectual Property.

(j)            The consummation of the transactions contemplated hereby will not result in the loss or impairment of Consonus’ right to own or use any of the Intellectual Property.

(k)           Except as set forth on Schedule 2.13(k), no present or former employee has any right, title, or interest, directly or indirectly, in whole or in part, in any material Intellectual Property owned or used by Consonus. Except as set forth on Schedule 2.13(k), to the Knowledge of Consonus, no employee, consultant or independent contractor of Consonus is, as a result of or in the course of such employee’s, consultant’s or independent contractor’s engagement by Consonus, in material default or breach of any material term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement.

(l)            Schedule 2.13(l) sets forth a complete and accurate list of (i) all Software that is owned exclusively by Consonus or any Consonus Subsidiary that is material to the operation of the business of Consonus or any Consonus Subsidiary and (ii) all Software that is used by Consonus or any Consonus Subsidiary in the business of Consonus or any Consonus Subsidiary that is not exclusively owned by Consonus or any Consonus Subsidiary, excluding commercial off-the-shelf Software.

(m)          No open source Software or freeware has been incorporated into the products of Consonus that would in any way limit the ability to make, use or sell any such product or that would transfer the rights of ownership in any Intellectual Property or Software of Consonus to a third party.

(n)           Consonus has complied in all material respects with all (i) applicable Laws relating to privacy, data protection and the collection and use of personal information and user information gathered or accessed in the course of its operations and (ii) rules, policies and procedures established by Consonus from time to time with respect to privacy, publicity, data protection or collection and use of personal information and user information gathered or accessed in the course of the operations of Consonus. No claims alleging a violation of any Person’s privacy, personal or confidentiality rights under any such rules, policies or procedures have been asserted or to Consonus’ Knowledge threatened against Consonus by any Person. With respect to all personal information and user information described in this Section 2.13(n), Consonus has taken such steps as it deems commercially reasonably necessary (including, implementing and monitoring compliance with adequate measures with respect to technical and physical security) to ensure that the information is protected against loss and against unauthorized access, use, modification, disclosure or other misuse to the extent required by applicable Laws.

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2.14        Material Contracts.

(a)           Schedule 2.14(a) sets forth, by reference to the applicable subsection of this Section 2.14(a), all of the following contracts to which Consonus or any of Consonus Subsidiaries is a party or by which any of them or their respective assets of properties are bound provided, however, that any contract reference under any subsection will be deemed disclosed for all subsections of this Section 2.14 (collectively, the “Consonus Material Contracts”):

(i)            contracts with any Consonus Principal Stockholder or Affiliate thereof or any current or former officer, director, stockholder or Affiliate of Consonus or any of Consonus Subsidiaries;

(ii)           contracts with any labor union or association representing any employee of Consonus or any of Consonus Subsidiaries;

(iii)          contracts for the sale of any of the assets of Consonus or any of Consonus Subsidiaries other than in the ordinary course of business or for the grant to any Person of any preferential rights to purchase any of its assets;

(iv)          contracts for joint ventures, strategic alliances, partnerships, licensing arrangements (other than as provided in Consonus’ standard form of customer contract), or sharing of profits or proprietary information;

(v)           except as, which individually or in the aggregate, would not be expected to have a Material Adverse Effect on Consonus, contracts containing covenants of Consonus or any of Consonus Subsidiaries not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any person with respect to employment or covenants of any other Person not to compete with Consonus or any of Consonus Subsidiaries in any line of business or in any geographical area or not to solicit or hire any person with respect to employment;

(vi)          contracts relating to the acquisition during 2004, 2005 or 2006 (by merger, purchase of stock or assets or otherwise) by Consonus or any of Consonus Subsidiaries of any operating business or material assets or the capital stock of any other Person;

(vii)         except for capitalized leases entered into in the ordinary course of business, contracts relating to the incurrence, assumption or guarantee of any indebtedness or imposing a Lien on any of the assets of Consonus or any Consonus Subsidiary, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements;

(viii)        purchase contracts (A) for assets included in the cost-of sale giving rise to liabilities of Consonus or any of Consonus Subsidiaries in excess of $25,000 in any fiscal year, and (B) for other assets giving rise to liabilities of Consonus or any of Consonus Subsidiaries in excess of $10,000 in any fiscal year;

(ix)          all contracts providing for payments by or to Consonus or any Consonus Subsidiaries in excess of $50,000 in any fiscal year; provided however, that with

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respect to customer contracts entered into in the ordinary course of business, providing for payments to Consonus or any Consonus Subsidiaries in excess of $100,000 in any fiscal year;

(x)           all customer contracts making up a total of twenty-five percent (25%) of Consonus’ total customer revenue during the past eighteen months ranked beginning with the largest.

(xi)          all contracts obligating Consonus or any of Consonus Subsidiaries to provide or obtain products or services for a period of one year or more or requiring Consonus to purchase or sell a stated portion of its requirements or outputs;

(xii)         contracts under which Consonus or any of Consonus Subsidiaries has made advances or loans to any other Person;

(xiii)        contracts providing for severance, retention, change in control or other similar payments;

(xiv)        contracts for the employment of any individual on a full-time, part-time or other basis providing base annual compensation in excess of $50,000 and having a remaining term of more than one year from the date hereof;

(xv)         management contracts and contracts with independent contractors or consultants (or similar arrangements) providing for payments in excess of $100,000 per fiscal year and that are not cancelable without penalty or further payment and without more than 90 days’ notice;

(xvi)        outstanding contracts of guaranty, surety or indemnification, direct or indirect, by Consonus or any of the Consonus Subsidiaries involving more than $50,000 in any fiscal year; and

(xvii)       contracts that are otherwise material to Consonus and the Consonus Subsidiaries.

(b)           Each of the Consonus Material Contracts is in full force and effect and is the legal, valid and binding obligation of Consonus or any Consonus Subsidiary which is  party thereto, and, to the Knowledge of Consonus, of the other parties thereto enforceable against each of them in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law) and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Schedule 2.14(b), continue in full force and effect without material penalty or other material adverse consequence. Neither Consonus nor any Consonus Subsidiary is in material default under any Consonus Material Contract, nor, to the Knowledge of Consonus, is any other party to any Consonus Material Contract in breach of or default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on Consonus, any Consonus Subsidiary or any other party thereunder. No party to any of the Consonus Material Contracts has exercised any termination rights with respect thereto except in the ordinary course of business, and no

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party has given notice of any significant dispute with respect to any Consonus Material Contract. Consonus has delivered to STI, or shall deliver to STI within 5 business days of the date of this Agreement, true, correct and complete copies of all of the Consonus Material Contracts, together with all amendments, modifications or supplements thereto.

2.15        Employee Benefit Plans.