AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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STANLEY, INC. | Omaha Acquisition Corporation | Summer Breeze Creek LLC

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Virginia Date: 6/10/2008
Industry: Business Services Law Firm: Venable;Cooley Godward Sector: Services

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

STANLEY, INC. ,

OMAHA ACQUISITION CORPORATION,

OBERON ASSOCIATES , INC.

AND

THE SIGNIFICANT SHAREHOLDERS

June 10, 2008

LIST OF EXHIBITS

Exhibit A		Escrow Agreement

Exhibit B		Articles of Merger

Exhibit C		Employee Agreement

Exhibit D		Amendment to Change in Control Retention Bonus Agreement

Exhibit E		Non-Competition Agreement

Exhibit F		Release Agreement

Exhibit G		Form of Legal Opinion

Exhibit H		Form of FIRPTA Letter

Exhibit I		Sample Net Working Capital Calculation Based on March 31, 2008 Balance Sheet

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of June 10, 2008 by and among Stanley, Inc., a Delaware corporation (“ Parent ”), Omaha Acquisition Corporation, a Virginia corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), Oberon Associates, Inc., a Virginia corporation (“ Company ”), and certain shareholders of the Company identified on the signature pages of this Agreement under the heading “Significant Shareholders” (collectively, the “ Significant Shareholders ”).

RECITALS

A. The respective boards of directors of the Company and Merger Sub have determined that it would be advisable and in the best interests of the shareholders of their respective companies that Merger Sub merge with and into the Company (the “ Merger ”), with the Company to survive the Merger and to become a wholly-owned subsidiary of Parent, on the terms and subject to the conditions set forth in this Agreement, and, in furtherance thereof, have approved this Agreement, the Merger and the other transactions contemplated by this Agreement.

B. The Significant Shareholders own an aggregate of 62,550 shares of the Company’s capital stock, constituting approximately 89% of the Company’s outstanding capital stock, and likewise have determined that the Merger is advisable and in the best interests of the shareholders of the Company.

C. Concurrently with the execution and delivery of this Agreement, Parent and, as a condition and inducement to Parent’s willingness to enter into this Agreement, each of Jodi L. Johnson, Summer Breeze Creek LLC, the David L. Young Living Trust, the Carol F. Young Living Trust, Titania LLC and Titania Ventures LLC have entered in to those certain Voting and Irrevocable Proxy Agreements, each dated as of the date hereof, covering all shares of the Company’s capital stock directly or indirectly owned or controlled by such Significant Shareholders.

D. In connection with the Merger, the outstanding shares of Company’s capital stock will be converted into the right to receive the cash amounts described in and in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the covenants, representations and warranties set forth herein, and for other good and valuable consideration, the parties, intending to be legally bound, agree as follows:

1. Definitions .

1.1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Adjustment Amount ” means the positive or negative number that is equal to the difference between (i) the Company’s Net Working Capital calculated as of the close of business on the Closing Date and (ii) the Baseline Working Capital.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, directly or indirectly controlled by, or under direct or indirect common control with, such Person or a member of such Person’s immediate family; or if such Person is a partnership, any general partner of such Person or a Person controlling any such general partner. For purposes of this definition, “control” (including “controlled by” and “under common control with”) shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the introductory paragraph.

“ Articles of Merger ” has the meaning set forth in Section 2.2(a).

“ AWR ” has the meaning set forth in Section 6.10(a).

“ Baseline Working Capital ” means $14,200,000.

“ Business Day ” means a day (1) other than Saturday or Sunday and (2) on which commercial banks are open for business in the Commonwealth of Virginia.

“ Business Intellectual Property ” means all Owned Intellectual Property and all Third Party Intellectual Property.

“ CERCLA ” has the meaning set forth in Section 3.20(a).

“ Certificate ” has the meaning set forth in Section 2.7(a).

“ Change in Control Agreement ” has the meaning set forth in Section 2.2(b)(ii)(d).

“ Closing ” has the meaning set forth in Section 2.2(a).

“ Closing Date ” has the meaning set forth in Section 2.2(a).

“ Closing Date Balance Sheet ” has the meaning defined in Section 2.13(b).

“ Closing Debt Certificate ” has the meaning set forth in Section 2.2(b)(i)(c).

“ Closing Expense Certificate ” has the meaning set forth in Section 2.2(b)(i)(c).

“ COBRA ” has the meaning set forth in Section 3.22(e).

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Stock Per Share Amount ” means the quotient obtained by dividing (1) the sum

of the total Merger Consideration (subject to adjustment as provided herein) and the Option Spread, by (2) the Fully Diluted Number.

“ Company ” has the meaning set forth in the introductory paragraph.

“ Company Acquisition Proposal ” has the meaning set forth in Section 6.7(a).

“ Company Balance Sheet ” has the meaning set forth in Section 3.7.

“ Company Balance Sheet Date ” has the meaning set forth in Section 3.9.

“ Company Board ” has the meaning set forth in section 2.6(c)(i).

“ Company Closing Certificate ” has the meaning set forth in Section 7.2(c).

“ Company Cash ” means the cash and cash equivalents of the Company (plus the amount of all un-cleared deposits of the Company outstanding, and less the amount of all un-cleared checks or withdrawals of the Company outstanding), measured as of the close of business on the Closing Date and determined in accordance with GAAP.

“ Company Common Stock ” means shares of Company’s common stock, par value $.02 per share.

“ Company Debt ” means (A) all liabilities for money borrowed and indebtedness evidenced by notes, debentures, bonds or other similar instruments; (B) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations, all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business consistent with past practice), and all obligations in respect of earnout payments or contingent payments related to the acquisition of assets or businesses; (C) all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (A) and (B) above) entered into in the ordinary course of business consistent with past practice to the extent such letters of credit are not drawn upon); (D) all obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet under GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP; (E) the amount of any dividends declared but not yet paid; (F) all obligations of the type referred to in this definition of Debt of other Persons for which the Company is responsible or liable as obligor, guarantor, or otherwise; (G) all obligations of the type referred to in this definition of Debt of other Persons secured by any Lien on any property or asset of the Company (whether or not such obligation is assumed by the Company); and (H) all penalty payments, premiums, charges, yield maintenance amounts and other expenses relating to the prepayment of any obligations of the types referred to in this definition of Debt (assuming such prepayment occurs immediately prior to the Closing on the Closing Date); in all cases as measured as of the close of business on the Closing Date.

“ Company Disclosure Schedule ” has the meaning set forth in Section 3.

“ Company Employees ” has the meaning set forth in Section 6.4(a).

“ Company Employee Plans ” has the meaning set forth in Section 3.22(a).

“ Company’s Facilities ” has the meaning set forth in Section 3.19(a).

“ Company Financial Statements ” has the meaning set forth in Section 3.7.

“ Company Holders ” means, collectively, the holders of Company Common Stock and Company Options, in each case immediately prior to the Effective Time.

“ Company Material Adverse Effect ” means any change, event, development, circumstance or effect (each, an “ Effect ”) that, individually or taken together with all other Effects is, or is reasonably likely to be, materially adverse to the overall financial condition, material assets (including intangible assets), liabilities (taken together), business (as currently conducted by the Company) or results of operations of the Company, taken as a whole ; provided , however , that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Company Material Adverse Effect:

any adverse effect (including any claim, litigation, reduction in revenues or income, disruption of business relationships or loss of employees) arising from or attributable or relating to (A) the announcement or pendency of any of the transactions contemplated by this Agreement, (B) conditions affecting (1) any of the industries in which Company operates or participates, or (2) the U.S. economy or financial markets (except that such conditions in clauses “(1)” and “(2)” of this clause “(B)” shall be taken into account to the extent they have adversely affected the Current Company Business disproportionately to the degree they have affected the business of the other comparable companies in the same industry sector as Company), (C) the Specified Transaction Expenses, (D) the payment of any amounts due to, or the provision of any other benefits to, any officers or employees under the “Change in Control Bonus Agreements” described at Section 3.17 of the Company Disclosure Schedule, the Change in Control Agreements, employment contracts, non-competition agreements, employee benefit plans, severance arrangements or other arrangements in existence as of the date of this Agreement and disclosed at Section 3.22 of the Company Disclosure Schedule, (E) the taking of any action reasonably required to cause compliance with the terms of, or the taking of any action required by, this Agreement, (F) any breach by Parent of this Agreement or the Confidentiality Agreement, (G) the taking of any action by Parent or any of Parent’s Subsidiaries, or the taking of any action approved or consented to in writing by Parent, or (H) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof, provided such change does not adversely affect the Current Company Business disproportionately to the degree it affects the business of the other comparable companies in the same industry sector as Company .

“ Company Option ” has the meaning set forth in Section 2.6(c)(i).

“ Confidentiality Agreement ” has the meaning set forth in Section 6.2.

“ Consideration Spreadsheet ” has the meaning set forth in Section 2.15.

“ Continuing Employees ” has the meaning set forth in Section 6.4(b).

“ Contract ” means any contract, agreement, prime contract, subcontract, service contract, purchase order, basic ordering agreement, letter contract, pricing agreement, delivery order, task order, work order, change order, statement of work, indenture, note, bond, loan, instrument, lease, commitment, or other arrangement, whether written or oral.

“ Current Company Business ” has the meaning set forth in Section 3.1.

“ Customer Contracts ” means all Contracts of the Company which provide for existing or ongoing obligations of the Company to deliver services and/or products, the rights to be paid for those services and/or products and the obligations and rights that are ancillary to those obligations and rights.

“ Damages ” has the meaning set forth in Section 9.2(b).

“ Dissenting Shares ” has the meaning set forth in Section 2.9(a).

“ Dissenting Shareholder ” has the meaning set forth in Section 2.9(a).

“ Effective Time ” has the meaning set forth in Section 2.3.

“ Employee Agreement ” has the meaning set forth in Section 2.2(b)(ii)(c).

“ Environmental Laws ” has the meaning set forth in Section 3.20(a).

“ ERISA ” has the meaning set forth in Section 3.22(a).

“ ERISA Affiliate ” has the meaning set forth in Section 3.22(a).

“ Escrow Agent ” has the meaning set forth in Section 2.6(a)(ii).

“ Escrow Agreement ” means the Escrow Agreement substantially in the form attached hereto as Exhibit A to be executed and delivered in accordance with the terms set forth below.

“ Escrow Fund ” has the meaning set forth in Section 2.6(a)(ii).

“ Estimated Merger Consideration ” has the meaning set forth in Section 2.13(b).

“ FAR ” has the meaning set forth in Section 3.30(a).

“ FIRPTA Notice ” has the meaning set forth in Section 2.2(b)(ii)(j).

“ Former Shareholders ” means those persons who held shares of Company Common Stock immediately prior to the Effective Time.

“ Fully Diluted Number ” means the total number of shares of Company Common Stock held by Former Shareholders immediately prior to the Effective Time, as well as any shares of Company Common Stock that would have been issued in connection with the exercise of Company Options that instead are cancelled pursuant to Section 2.6(c)(i) (excluding shares of Company Common Stock that constitute and have never lost their status as Dissenting Shares).

“ GAAP ” means United States generally accepted accounting principles.

“ Government Bid ” has the meaning set forth in Section 3.30(a).

“ Government Contract ” means any current Contract, subcontract, teaming agreement or arrangement, joint venture, or other similar arrangement of any kind, between Company, on the one hand, and (a) any Governmental Authority, (b) any prime contractor of a Governmental Authority in its capacity as a prime contractor, or (c) any subcontractor with respect to any contract or other arrangement listed in clauses (a) or (b) above, on the other hand. A purchase order, delivery order, task order, work order or change order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

“ Governmental Authority ” has the meaning set forth in Section 3.5.

“ Hazardous Materials ” has the meaning set forth in Section 3.20(a).

“ HSR ” has the meaning set forth in Section 3.5.

“ In-the-Money Option Shares ” has the meaning set forth in Section 2.6(c).

“ Indemnified Parties ” has the meaning set forth in Section 6.6(a).

“ Indemnity Portion ” means $17,500,000.

“ Independent Accounting Firm ” has the meaning set forth in Section 2.13(c).

“ Intellectual Property ” or “ IP ” means all patents, copyrights, mask-work registrations, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, data bases, moral rights, domain names, manufacturing and business methods and data, specifications, drawings, algorithms, prototypes, designs, design rights, design tools, white papers, research and development data and computer software programs; all trademarks, trade names, service marks and service names; all registrations, applications, recordings, licenses and common-law rights relating thereto, all rights to sue at law or in equity for any infringement, violation, misappropriation, or other impairment thereto, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto; and all other United States, state and foreign intellectual property, and all documents, disks, records, files, and other media on which any of the foregoing is stored.

“ knowledge ” or “ Knowledge ” means, (a) with respect to any individual, that such individual will be deemed to have “knowledge” or “Knowledge” of a particular fact or other

matter if such individual is actually aware of such fact or other matter; (b) with respect to Company, the knowledge of Jodi L. Johnson, David L. Young, Everett Nelson, John R. Healy, Gail McGraw, Sandy Corbett, Randy Brooks, Anthony Iasso and John Hibbert.

“ Lease ” has the meaning set forth in Section 3.19(a).

“ Legal Requirements ” means any federal, state, foreign, local, municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority and any orders, writs, injunctions, awards, judgments and decrees applicable to the Company or to any of their assets, properties or businesses.

“ Lien ” means any mortgage, lien, pledge, charge or other encumbrance.

“ Material Contract ” has the meaning set forth in Section 3.15(c).

“ Material Government Contract ” has the meaning set forth in Section 3.30.

“ Merger ” has the meaning set forth in Recital A.

“ Merger Consideration ” has the meaning set forth in Section 2.6(a)(i).

“ Merger Consideration Statement ” has the meaning set forth in Section 2.13(b).

“ Merger Sub ” has the meaning set forth in the introductory paragraph.

“ Net Working Capital ” means the sum of the current assets of the Company less the sum of the current liabilities of the Company, each determined in accordance with GAAP and, to the extent consistent with GAAP, in accordance with the Company’s past practices. For purposes of calculating Net Working Capital: (A) the Company’s current assets shall (1) exclude all Company Cash and (2) exclude any “deemed Tax benefit” or similar Tax “asset” associated with the compensation deductions that will be taken by the Company in connection with (a) the payment for and cancellation of the Company Options as described in Section 2.6(c), (b) the satisfaction of the Change in Control Bonus Agreements in accordance with Section 7.2(k), and (c) the satisfaction of the Change in Control Agreements in accordance with Section 6.4(d), but shall include a Tax “asset” or a reduction in income Tax liabilities associated with the compensation deduction that will be taken by the Company in connection with the payment of the fiscal year 2008 performance bonuses described at Section 3.22 of the Company Disclosure Schedule (the “ 2008 Performance Bonuses ”), and (B) the Company’s current liabilities shall (1) include all liabilities for Taxes, that have accrued as of the Closing Date, whether or not such liabilities for Taxes would be then due and payable (including any liabilities arising from the employer portion of payroll-related Taxes associated with the payment of the 2008 Performance Bonuses, including without limitation the employer portion of Medicare Tax, Social Security Tax, and federal or state unemployment Tax in connection therewith, but not including any liabilities arising from the employer portion of payroll-related Taxes associated with the payments described in clauses (A)(2)(a) through (c) above, including without limitation the

employer portion of Medicare Tax, Social Security Tax, and federal or state unemployment Tax in connection therewith), (2) not be reduced to account for reduced Tax liabilities resulting from the compensation deductions that will be taken by the Company in connection with the payments described in clauses (A)(2)(a) through (c) above, and shall not be increased to account for the recognition of any current liabilities arising from the payments to be made as described in clause (A)(2)(c) above, (3) include an accrual for a liability in the amount of $52,500 relating to the audit by AWR referred to at Section 6.10(a), (4) include an accrual for a liability in the amount of $250,000 relating to the matters described at Schedule 9.2(b)(ix)(4), (5) exclude all Company Debt and (6) exclude all Specified Transaction Expenses. A sample Net Working Capital calculation based on the Company’s March 31, 2008 Balance Sheet is attached hereto as Exhibit I .

“ Net Working Capital Portion ” means $1,420,000.

“ Non-Competition Agreement ” has the meaning set forth in Section 2.2(b)(ii)(e).

“ Notice to Option Holders ” has the meaning set forth in Section 2.6(c)(i).

“ Option Cancellation Certificate ” has the meaning set forth in Section 2.6(c)(i).

“ Option Spread ” means the aggregate of the exercise price per share of the In-the-Money Option Shares cancelled pursuant to Section 2.6.

“ Owned Intellectual Property ” means all Intellectual Property owned by the Company.

“ Parent ” has the meaning set forth in the introductory paragraph.

“ Parent Closing Certificate ” has the meaning set forth in Section 7.3(c).

“ Parent Employee Plans ” has the meaning set forth in Section 6.4(b).

“ Parent Indemnified Persons ” has the meaning set forth in Section 9.2(b).

“ Parent Material Adverse Effect ” has the meaning set forth in Section 4.3(b).

“ Parent Confidential Information ” has the meaning set forth in Section 6.12.

“ Percentage Interest ” means, with respect to each Former Shareholder, the ratio of the number of shares of Common Stock owned by such Former Shareholder immediately prior to Effective Time to the total number of shares of Common Stock owned by all Former Shareholders immediately prior to the Effective Time (excluding shares of Company Common Stock that constitute and have never lost their status as Dissenting Shares).

“ Permits ” has the meaning set forth in Section 3.6.

“ Permitted Encumbrances ” has the meaning set forth in Section 3.18.

“ Person ” means any individual or entity.

“ Pre-Closing Period ” has the meaning set forth in Section 5.1.

“ RCRA ” has the meaning set forth in Section 3.20(a)(i).

“ Release Agreement ” has the meaning set forth in Section 2.2(b)(ii)(f).

“ Representation Termination Date ” has the meaning set forth in Section 9.2(a).

“ Representatives ” means, with respect to a Person, such Person’s legal, financial, internal and independent accounting and other advisors and representatives.

“ SEC ” means the Securities and Exchange Commission.

“ Shareholders’ Agent ” has the meaning set forth in Section 9.3(a).

“ Shareholders’ Agent Expense Portion ” means $250,000.

“ Shareholder Approval ” has the meaning set forth in Section 3.4.

“ Significant Shareholders ” has the meaning set forth in the introductory paragraph.

“ Significant Shareholder Percentage Interest ” means, with respect to each Significant Shareholder, the ratio of the number of shares of Common Stock owned by such Significant Shareholder immediately prior to Effective Time to the total number of shares of Common Stock owned by all Significant Shareholders immediately prior to the Effective Time.

“ Specified Transaction Expenses ” means the following expenses, to the extent incurred by Company or its shareholders (but only to the extent the Company has expressly agreed to cover such shareholder’s expenses) at or prior to the Closing in connection with the transactions contemplated hereby: expenses payable by the Company or its shareholders (but only to the extent the Company has expressly agreed to cover such shareholder’s expenses) to its outside professional legal, financial and accounting advisors for services performed by them with respect to the Merger and the negotiation of this Agreement (including any expenses payable by Company to such advisors for tax planning for its executives or shareholders, as applicable).

“ Subsidiary ” means, with respect to any Person, an entity in which at least 50% of the outstanding equity or financial interests are owned directly, indirectly or beneficially by such Person.

“ Surviving Corporation ” has the meaning set forth in Section 2.1.

“ Tax ” or “ Taxes ” means any federal, state, local, or foreign in come, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether or not disputed.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, and any schedule, exhibit, attachment thereto, and including any amendment thereof .

“Third Party Claim” has the meaning set forth in Section 9.2(d).

“ Third Party Intellectual Property ” means all Intellectual Property owned or licensed by a party other than the Company which the Company is using.

“ Virginia Act ” means the Virginia Stock Corporation Act, as amended.

“ 2008 Performance Bonuses ” has the meaning set forth in the defined term “Net Working Capital.”

2. The Merger .

2.1 The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the relevant provisions of the Virginia Act. The separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation (sometimes hereinafter referred to as the “ Surviving Corporation ”), governed by the laws of the Commonwealth of Virginia as a wholly-owned subsidiary of Parent .

2.2 Closing and Closing Deliverables .

(a) Closing . The consummation of the Merger (the “ Closing ”) shall take place as soon as practicable, but no later than two Business Days after the satisfaction or waiver of the last of the conditions set forth in Section 7 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), or at such other time as the parties hereto agree (the actual date on which the Closing takes place being the “ Closing Date ”). The Closing shall take place at the offices of Cooley Godward Kronish LLP, 11951 Freedom Drive, Reston, VA 20190, or at such other location as the parties hereto agree. On the Closing Date, the parties shall cause the Merger to be consummated by filing Articles of Merger in the form of Exhibit B (the “ Articles of Merger ”) with the State Corporation Commission of the Commonwealth of Virginia in accordance with the relevant provisions of the Virginia Act.

(b) Closing Deliverables .

(i) Parent Deliverables . Parent shall deliver, at or prior to the Closing (subject to the timing set forth in Section 2.7), each of the following:

a) the Escrow Fund to the Escrow Agent as set forth in Section 2.11;

b) to the Company with respect to each holder of a Company Option that has tendered an Option Cancellation Certificate in accordance with the provisions of Section 2.6(c), by wire transfer of immediately available funds, the aggregate gross amount of Merger Consideration payable in connection with the Closing to all such holders in

respect of such Company Options in accordance with the terms thereof and Section 2.6(c), for further payment by the Company to such holders, less applicable withholdings;

c) the Specified Transaction Expenses, by wire transfer of immediately available funds, to each of the payees set forth in the Closing expense certificate prepared by the Company (the “ Closing Expense Certificate ”), and the Company Debt, by wire transfer of immediately available funds, to each of the payees set forth in the Company Debt certificate prepared by the Company (the “ Closing Debt Certificate ”);

d) to the Company with respect to the “Change in Control Bonus Agreements” described at Section 3.17 of the Company Disclosure Schedule, by wire transfer of immediately available funds, the aggregate gross amount payable with respect to the satisfaction thereof, for further payment by the Company to the counterparties thereto, less applicable withholdings;

e) the Merger Consideration remaining after giving effect to the foregoing payments described in Subsections 2.2(b)(i)(b), (c) and (d) above, to each holder of Company Stock who has tendered a Certificate(s) and letter of transmittal in accordance with the provisions of Section 2.7; provided, that the amount of the Escrow Fund shall be netted out of the Merger Consideration payable to the Significant Shareholders at Closing in accordance with their respective Significant Shareholder Percentage Interests;

f) (i) the Parent Closing Certificate referenced in Section 7.3(c), dated as of the Closing Date and executed on behalf of the Parent by an officer of the Parent, (ii) a certificate of the corporate secretary or assistant secretary of Parent attaching a good standing certificate for Parent in the jurisdiction of its incorporation and certifying as of the Closing Date (x) a true and complete copy of the resolutions of the board of directors of Parent approving the Merger, this Agreement and the transactions contemplated by this Agreement, and that such resolutions have not been amended, modified or rescinded, and (y) incumbency matters;

g) a certificate of the corporate secretary or assistant secretary of Merger Sub attaching a good standing certificate for Merger Sub in the Commonwealth of Virginia and certifying as of the Closing Date (i) a true and complete copy of the articles of incorporation of Merger Sub, (ii) a true and complete copy of the bylaws of Merger Sub, (iii) a true and complete copy of the resolutions of the board of directors of Merger Sub adopting this Agreement and approving the Merger and the transactions contemplated by this Agreement, and that such resolutions have not been amended, modified or rescinded, (iv) incumbency and (v) true and complete copy of the written consent of Parent, as the sole shareholder of Merger Sub, approving the Merger, this Agreement and the transactions contemplated by this Agreement, and that such resolutions have not been amended, modified or rescinded ;

h) the Escrow Agreement, dated as of the Closing Date and executed by Parent and the Escrow Agent; and

i) the Articles of Merger, dated as of the Closing Date and executed by Merger Sub.

(ii) Company Deliverables . The Company shall deliver to Parent, at or prior to the Closing, each of the following:

a) the Company Closing Certificate referenced in Section 7.2(c), dated as of the Closing Date and executed on behalf of the Company by an officer of the Company;

b) the Escrow Agreement, dated as of the Closing Date and executed by the Shareholders’ Agent;

c) an Employee Confidentiality, Non-Competition and Non-Solicitation Agreement in the form attached as Exhibit C (the “ Employee Agreement ”), executed by Jodi L. Johnson, David L. Young, Everett Nelson and John R. Healy ;

d) the “Change in Control Retention Bonus Agreements” described at Section 3.17 of the Company Disclosure Schedule, amended (and renamed) in the form attached as Exhibit D and in accordance with Schedule 2.2(b)(ii)(d) (such agreements, as so amended and renamed, the “ Change in Control Agreements ”);

e) a Non-Competition Agreement in the form attached as Exhibit E (the “ Non-Competition Agreement ”), executed by Jodi L. Johnson, David L. Young, Everett Nelson and John R. Healy ;

f) a Release Agreement, in the form attached as Exhibit F (the “ Release Agreement ”), executed by each of the Significant Shareholders;

g) an opinion from corporate counsel to the Company in the form attached as Exhibit G ;

h) evidence satisfactory to Parent of the resignation of each of the directors and each of the officers of the Company in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company, effective no later than immediately prior to the Effective Time;

i) the Consideration Spreadsheet;

j) a FIRPTA Notification Letter, in the form attached as Exhibit H , dated as of the Closing Date and executed by the Company (the “ FIRPTA Notice ”);

k) the consents, approvals, orders, authorizations, registrations, declarations and filings listed or described on Schedule 2.2(b)(ii)(k) with respect to Contracts to which the Company is a party or by which the Company is bound;

l) the Articles of Merger, dated as of the Closing Date and executed by the Company;

m) Option Cancellation Certificates with respect to each Company Option not exercised prior to the Closing Date, executed by the applicable holder of such Company Option, and Certificates and executed letters of transmittal with respect to each share of Company Common Stock outstanding immediately prior to the Effective Time, in each case in form and substance reasonably satisfactory to Parent;

n) a certificate of the corporate secretary or assistant secretary of Company attaching a good standing certificate for Company in the Commonwealth of Virginia and in each jurisdiction listed at Section 3.1 of the Company Disclosure Schedule, and certifying as of the Closing Date (i) a true and complete copy of the articles of incorporation of Company, (ii) a true and complete copy of the bylaws of Company, (iii) a true and complete copy of the resolutions of the board of directors of Company adopting this Agreement and approving the Merger and the transactions contemplated by this Agreement, and that such resolutions have not been amended, modified or rescinded, (iv) incumbency and (v) true and complete copy of the resolutions of the Company’s shareholders evidencing the Shareholder Approval and the termination of any shareholders’ or similar agreements, and that such resolutions have not been amended, modified or rescinded;

o) the agreements of each secured creditor to release all of its Liens upon assets of the Company and to permit the filing of appropriate UCC termination statements, if necessary, by Company or its Representatives upon such creditor’s receipt of its portion of such payments;

p) the stock book, stock ledger, minute books, corporate seal and all other corporate books and records of Company; and

q) any other deliveries described in Section 7.2.

2.3 Effective Time and Effect of the Merger . The Merger and the other transactions contemplated by this Agreement will become effective (the “ Effective Time ”) upon the issuance of a certificate of merger by the State Corporation Commission of the Commonwealth of Virginia . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, and the Articles of Merger shall be filed pursuant to Section 2.2 and the applicable provisions of the Virginia Act.

2.4 Articles of Incorporation; Bylaws . Unless otherwise agreed to by Parent and Company prior to the Closing, at the Effective Time:

(a) The articles of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be those of the Surviving Corporation until thereafter changed or amended as provided therein or by the Virginia Act; provided , however , that Article FIRST of the articles of incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Oberon Associates, Inc. (the ‘Corporation’),” and Articles FOURTH and FIFTH shall be deleted in their entirety; and

(b) The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended.

2.5 Directors and Officers . At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time sh all be the directors and officers of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified.

2.6 Merger Consideration; Effect on Capital Stock; Treatment of Company Options .

(a) Merger Consideration .

(i) The “ Merger Consideration ” shall consist of (1) $170,349,000, plus (2) the Adjustment Amount, plus (3) the Company Cash, minus (4) the sum of: (A) the Company Debt, (B) the Specified Transaction Expenses and (C) the aggregate amount of Company payments to be made under the Change in Control Bonus Agreements described in Section 2.2(b)(i)(d);

(ii) The “ Escrow Fund ” shall consist of (i) the Indemnity Portion, (ii) the Net Working Capital Portion, and (iii) the Shareholders’ Agent Expense Portion which shall all be withheld from the Merger Consideration payable to the Significant Shareholders (in accordance with their respective Significant Shareholder Percentage Interests) and deposited with SunTrust Bank, a Georgia banking corporation (the “ Escrow Agent ”) . The Escrow Fund shall be held and distributed as provided in the Escrow Agreement and as described herein .

(b) Effect on Company Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, Company, the shareholders of the Company or the Shareholders’ Agent, each share of Company Common Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount. The amount of cash each holder of Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Common Stock held by such holder .

(c) Treatment of Company Options.

(i) Prior to the Closing, the Company’s Board of Directors (the “ Company Board ”) shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each unexpired and unexercised Company stock option (a “ Company Option ”) may be exercised or cancelled in accordance with this Section 2.6(c). After such resolutions have been adopted by the Company Board, prior to the Closing, the Company shall provide a notice to the holders of Company Options apprising them of the opportunity to exercise or cancel their options (the “ Notice to Option Holders ”). Any holder of Company Options that exercises such Company Options prior to the Closing, will receive shares

of Company Common Stock in accordance with the terms of such Company Option and such holder’s shares of Company Common Stock will be converted at the Effective Time pursuant to the provisions of Section 2.6(b) along with the other holders of Company Common Stock. To the extent that any holder elects to cancel any Company Option, such holder shall indicate such election pursuant to a certificate attached to the Notice to Option Holders (an “ Option Cancellation Certificate ”) delivered to the Company prior to the Effective Time (which will be forwarded by the Company to Parent), and such Company Option shall be cancelled effective as of immediately prior to the Effective Time, and, in exchange therefor, each former holder of any such cancelled Company Option that has vested as of immediately prior to the Closing shall be paid by Parent at Closing, in consideration of the cancellation of such Company Option and in settlement therefor, an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the Company, including any fringe benefit tax) equal to the product of (A) the total number of shares of vested Company Options with an exercise price that is less than the Common Stock Per Share Amount (such shares the “ In-the-Money Option Shares ”) previously subject to such Company Option and (B) the excess, if any, of the Common Stock Per Share Amount (calculated using Estimated Merger Consideration and not Merger Consideration, and without giving effect to the deposit of the Escrow Fund as described in Section 2.11) less the exercise price per share of Company Common Stock previously subject to such Company Option.

(ii) Except as provided herein or as otherwise agreed by Parent and the Company, each Company Option, and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of Company Common Stock shall be terminated by the Company as of the Effective Time .

2.7 Surrender of Certificates .

(a) No Further Rights as Company Stockholders . At the Effective Time, all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no holder of record of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “ Certificate ”) shall have any rights as a shareholder of Company.

(b) Exchange Procedures . Upon surrender of a Certificate for cancellation to Parent, together with a letter of transmittal in form reasonably acceptable to Parent and Company, duly completed and validly executed in accordance with the instructions thereto, (i) the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount as provided in Section 2.6(b) with respect to such Certificate and (ii) the Certificate so surrendered shall forthwith be canceled. Parent shall, no later than two Business Days after receipt of each properly surrendered Certificate, cause the payment described in the preceding sentence to be made to the holder of such Certificate by wire transfer of immediately available funds to the account designated by such holder in the letter of transmittal delivered with such Certificate. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Company Common Stock (other than Dissenting Shares) will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of

the Merger Consideration as provided in Section 2.6(b). If, after the Effective Time, any Certificate is presented to the Surviving Corporation or Parent, it shall be cancelled and exchanged as provided in this Section 2.7.

(c) Transfers of Ownership . At the Effective Time, the stock transfer books of Company shall be closed, and there shall thereafter be no further registration of transfers of shares of Company Common Stock outstanding immediately prior to the Effective Time on the records of Company.

(d) No Liability . Notwithstanding anything to the contrary in this Section 2.7, neither Parent nor the Surviving Corporation or any other party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property law, escheat law or similar law.

2.8 Lost, Stolen or Destroyed Certificates . In the event any Certificate shall have been lost, stolen or destroyed, Parent shall pay to the record holder of such Certificate the consideration into which the shares of Company Common Stock formerly represented by such Certificate have been converted pursuant to Section 2.6(b), upon the making of an affidavit of that fact by such record holder and the agreement by such record holder to indemnify the Surviving Corporation in respect of any losses the Surviving Corporation incurs with respect to such lost, stolen or destroyed Certificate .

2.9 Dissenting Shares .

(a) Generally . Notwithstanding any provision of this Agreement to the contrary, any shares of Company Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the Virginia Act (a “ Dissenting Shareholder ”), and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (“ Dissenting Shares ”) shall not be converted into or represent a right to receive any cash consideration pursuant to this Section 2, but the holder thereof shall only be entitled to such rights as are granted by the Virginia Act.

(b) Withdrawal or Loss of Right. Notwithstanding the provisions of Section 2.9(a), if any holder of shares of Company Stock who demands appraisal of such shares under the Virginia Act shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of (i) the Effective Time or (ii) the occurrence of such event, such holder’s Dissenting Shares shall automatically be converted into and represent only the right to receive the amount of cash which its holder would have been entitled to receive pursuant to this Section 2 had it not demanded appraisal rights under the Virginia Act, without interest thereon, upon surrender to the Company of the certificate representing such shares in accordance with Section 2.7 .

2.10 Treatment of Merger Sub Capital Stock . Each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation.

2.11 Escrow Fund . Prior to each share of Company Common Stock outstanding as of the Effective Time that is held by a Significant Shareholder being converted or cancelled in exchange for the right to receive the amounts set forth in Section 2.6, the Escrow Fund shall be withheld from the Merger Consideration payable to such Significant Shareholders (in accordance with their respective Significant Shareholder Percentage Interests) and deposited with the Escrow Agent . The Indemnity Portion of the Escrow Fund shall be held for the purpose of securing the indemnification obligations of the Significant Shareholders set forth in this Agreement. The Net Working Capital Portion of the Escrow Fund shall be held for the purpose of securing any amounts owed to Parent as a result of any decrease to the Merger Consideration after the Effective Time pursuant to Section 2.13 below being less than the estimated Net Working Capital amount pursuant to Section 2.13(a) below. The Shareholders’ Agent Expense Portion of the Escrow Fund shall be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties herein after the Effective Time. The Escrow Agreement shall provide for (i) the release, subject to a reserve for pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with the Significant Shareholder Percentage Interests for any amounts payable to the Shareholders’ Agent, for further distribution to the Significant Shareholders) within five (5) Business Days after the twelve (12) month anniversary of the Closing Date; (ii) the release of Net Working Capital Portion of the Escrow Fund in accordance with the terms of Section 2.13 below, and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent on or after the expiration of the five (5) Business Day period after the twelve (12) month anniversary of the Closing Date . Following distribution of the Net Working Capital Portion of the Escrow Fund, payment of the last balance remaining in the Indemnity Portion of the Escrow Fund, and after payment of any Shareholders’ Agent Expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Parent and the Shareholders’ Agent shall direct the Escrow Agent to pay to the Shareholders’ Agent, for further distribution to the Significant Shareholders in accordance with their Significant Shareholder Percentage Interest, an aggregate amount that is equal to any remaining balance of the Escrow Fund.

2.12 Specified Transaction Expenses . Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including Specified Transaction Expenses) shall be paid by the party incurring such expense. Without limiting the generality of the foregoing, all Specified Transaction Expenses unpaid by the Company by the Closing Date shall be borne by the Former Shareholders in accordance with their Percentage Interest , via a reduction of the Merger Consideration pursuant to the terms hereof.

2.13 Net Working Capital Adjustment .

(a) The Company shall deliver to the Parent the Company’s good-faith estimate of the following no later than six (6) calendar days prior to the Closing Date: (i) an estimated balance sheet of the Company as of the close of business on the Closing Date, (ii) an estimate of the Net Working Capital as of the close of business on the Closing Date, (iii) an estimate of the Adjustment Amount, Specified Transaction Expenses, Company Cash and Company Debt, and (iv) a statement setting forth an estimate of the resulting Merger

Consideration. The components above shall be determined in accordance with GAAP and, to the extent consistent with GAAP, in accordance with the Company’s past practices .. Such estimate shall be based on the Company’s books and records and other information then available.

(b) The Merger Consideration paid on the Closing Date (the “ Estimated Merger Consideration ”) shall be based on the Closing Date estimates described above. The parties acknowledge and agree that the exact amount of the Merger Consideration will not be known as of the Closing Date and that the Estimated Merger Consideration paid on the Closing Date is an estimate of the Merger Consideration which may need to be adjusted subsequent to the Closing Date on the basis set forth herein. Accordingly, as soon as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, the Parent shall prepare and deliver to the Shareholders’ Agent (i) a balance sheet of the Company as of the close of business on the Closing Date (the “ Closing Date Balance Sheet ”), (ii) a determination of the Net Working Capital as of the close of business on the Closing Date, (iii) the Adjustment Amount, Specified Transaction Expenses, Company Cash and Company Debt, and (iv) a statement setting forth the determination of the resulting Merger Consideration (the “ Merger Consideration Statement ”). The components above shall be determined in accordance with GAAP and, to the extent consistent with GAAP, in accordance with the Company’s past practices .

(c) The Shareholders’ Agent and the Representatives of the Shareholders’ Agent shall have the right to review all records, work papers and calculations related to the Closing Date Balance Sheet, Net Working Capital determination (as of the Closing Date), Adjustment Amount, Specified Transaction Expenses, Company Cash, Company Debt and the Merger Consideration Statement. The Shareholders’ Agent shall have thirty (30) days after delivery of the Merger Consideration Statement in which to notify the Parent in writing (such notice, a “ Merger Consideration Dispute Notice ”) of any discrepancy in, or disagreement with, the items reflected on the Merger Consideration Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by the Parent regarding the adjustment requested by the Shareholders’ Agent, an appropriate adjustment shall be made thereto. If the Shareholders’ Agent does not deliver a Merger Consideration Dispute Notice to the Parent during such thirty (30) day period, or agrees in writing with the Merger Consideration Statement, the Merger Consideration Statement shall be deemed to be accepted in the form presented to the Shareholders’ Agent. If the Parent and the Shareholders’ Agent do not agree, within thirty (30) days after timely delivery of the Merger Consideration Dispute Notice, to resolve any discrepancy or disagreement therein, the discrepancy or disagreement shall be submitted for review and final determination by an accounting firm of national reputation that is independent of the parties and mutually acceptable to the Shareholders’ Agent and Parent (the “ Independent Accounting Firm ”). The review of the Independent Accounting Firm shall be limited to the discrepancies and disagreements set forth in the Merger Consideration Dispute Notice, and the resolution of such discrepancies and disagreements and the determination of the Merger Consideration by the Independent Accounting Firm shall be (i) in writing, (ii) made in accordance with GAAP and, to the extent consistent with GAAP, in accordance with the Company’s past practices , (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by the Parent or the Shareholders’ Agent, as the case may be, and no lower than the lower amount calculated

by the Parent or the Shareholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the Independent Accounting Firm (but in no event later than thirty (30) days after the date of submission), and (v) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. All expenses and fees of the Independent Accounting Firm shall be borne one-half (1/2) by the Parent, on the one hand, and one-half (1/2) by the Significant Shareholders (from the Shareholders’ Agent Expense Portion of the Escrow Fund, in accordance with their Significant Shareholder Percentage Interest), on the other hand; provided, however, that if the Independent Accounting Firm determines that the final amount owed by the Parent pursuant to Section 2.13(d) below is greater than 110% of the previously disputed amount that was proposed by the Parent, the Parent shall bear 100% of the expenses and fees of the Independent Accounting Firm, and if the Independent Accounting Firm determines that the final amount owed to the Parent pursuant to Section 2.13(d) below is less than 90% of the previously disputed amount that was proposed by the Shareholders’ Agent, the Significant Shareholders (from the Shareholders’ Agent Expense Portion of the Escrow Fund, in accordance with their Significant Shareholder Percentage Interest) shall bear 100% of the expenses and fees of the Independent Accounting Firm.

(d) If the Merger Consideration as finally determined pursuant to Section 2.13(c) exceeds the Estimated Merger Consideration, the Parent shall pay to the Shareholders’ Agent, for further distribution to the Former Shareholders, the amount of such excess in proportion to their respective Percentage Interests by wire transfer of immediately available funds. If the Merger Consideration as finally determined pursuant to Section 2.13(c) is less than the Estimated Merger Consideration, the Significant Shareholders shall be obligated to the Parent for the amount of such deficit in proportion to their respective Significant Shareholders Percentage Interests, and the Shareholders’ Agent and the Parent shall instruct the Escrow Agent to pay the amount of such excess to the Parent out of the Net Working Capital Portion of the Escrow Fund (in accordance with their Significant Shareholder Percentage Interest). The Significant Shareholders shall pay Parent any remaining amount of such deficit and the Shareholders’ Agent and the Parent shall instruct the Escrow Agent to pay the amount of such deficit out of the Indemnity Portion of the Escrow Fund (in accordance with their Significant Shareholder Percentage Interest).

2.14 Transfer Taxes . All transfer, documentary, registration and other such Taxes (including, without limitation, charges for or in connection with the recording of any instrument or document as provided in this Agreement) payable in connection with the Merger and the other transactions contemplated by this Agreement shall be timely paid by Parent.

2.15 Consideration Spreadsheet . The Company shall prepare and deliver to Parent, no less than six (6) calendar days prior to the Closing, a spreadsheet (the “ Consideration Spreadsheet ”) in the form agreed to by the Company and Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date: (a) the names of all the Company Holders and their respective addresses and taxpayer identification numbers as reflected in the records of the Company; (b) the number and kind of shares of Company Common Stock held by, or subject to the Company Options held by, such

Persons; (c) the exercise price per share of each Company Option; (d) the Fully-Diluted Number, (e) the calculation of the Adjustment Amount, Company Cash, Company Debt (including an itemized list of each item of Company Debt indicating the Person to whom such expense is owed) , as part of the Closing Debt Certificate, the Estimated Merger Consideration and the Common Stock Per Share Amount; (f) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transactional Expense indicating the general nature of such expense (i.e., legal, accounting, etc.) and the Person to whom such expense is owed), as part of the Closing Expense Certificate ; (g) the amount of cash issuable to each Company Holder in exchange for the Company Common Stock held by such Persons; (h) the amount of cash issuable to each holder of a Company Option in exchange for the Company Options held by such Persons (including the amount of cash required to be deducted and withheld from such Persons for Taxes and the amount of Tax payable by the Company in connection with such Company Option, including any fringe benefit Tax); and (i) the Significant Shareholder Percentage Interest of the Escrow Fund applicable to each Significant Shareholder. Unless otherwise provided herein, all payments from Parent to or for the benefit of the Former Shareholders shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the Former Shareholders or the Shareholders’ Agent in accordance with each Former Shareholder’s Percentage Interest, and all payments from Parent to or for the benefit of the holders of Company Option shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the holders of Company Options or the Shareholders’ Agent.

2.16 Taking of 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 Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, Parent and the Surviving Corporation are fully authorized in their respective names and in the names of Company and Merger Sub to take, and will take, all such lawful and necessary or desirable action, so long as such action is not inconsistent with this Agreement.

3. Representations and Warranties of Company . Company represents and warrants to Parent that, except as disclosed in a disclosure schedule of even date herewith delivered by Company to Parent (the “ Company Disclosure Schedule ”):

3.1 Organization, Standing and Power . Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. Company has the corporate power to own its properties and to carry on its business as now being conducted (the “ Current Company Business ”). Set forth on Section 3.1 of the Company Disclosure Schedule is a list each jurisdiction where Company is duly qualified to do business, and is in good standing (if such concept is applicable in the relevant jurisdiction), and Company is duly qualified to do business, and is in good standing (if such concept is applicable in the relevant jurisdiction), in each jurisdiction where the operation of the Current Company Business by Company requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. Company has delivered, or made available for review, to Parent or its advisors true and correct copies of its articles of incorporation and bylaws as in effect as of the date of this Agreement.

Company is not in material violation of any of the provisions of its articles of incorporation or bylaws. Company has delivered to Parent or its Representatives (or made available for review by Parent or its Representatives) true and complete copies of its stock ledger and minute book. There is no pending or, to the knowledge of Company, threatened, action for the dissolution, liquidation or insolvency of Company. For purposes of this Agreement, a document, instrument or other writing is deemed to have been “made available” to Parent or its Representatives if it has been posted to the “Intralinks” electronic data site to which Parent and its Representatives have been granted access.

3.2 No Subsidiaries . As of the date of this Agreement, (i) Company has no Subsidiaries and (ii) except as set forth on Section 3.2 of the Company Disclosure Schedule, Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

3.3 Power and Authority . Company has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery by Company of this Agreement and the consummation by Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company, subject, in the case of the Merger, to the receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by Company and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

3.4 Authorization .

(a) Shareholder Approval . The shareholder vote necessary to approve and effect the Merger, this Agreement and the other transactions contemplated hereby (the “ Shareholder Approval ”) is the affirmative vote from the holders of either (i) more than two-thirds of the shares of Company Common Stock, voting together as a single class, that are outstanding on the record date chosen for purposes of determining the shareholders of Company entitled to vote on the approval of this Agreement or (ii) all of the shares of Company Common Stock, voting together as a single class, that are outstanding on the record date chosen for purposes of determining the shareholders of Company entitled to vote on the approval of this Agreement, to the extent action is taken by written consent in accordance with Section 13.1-657 of the Virginia Act. Company has not attempted to have its shareholders vote or otherwise execute or deliver a written consent under Section 13.1-657 of the Virginia Act for the adoption of this Agreement prior to both the approval of this Agreement and the declaration of its advisability by Company Board and the execution and delivery of this Agreement.

(b) Board Approval . The Company Board, at a meeting duly called and held at which all directors of Company were present, duly and unanimously: (i) adopted

resolutions adopting, approving, declaring advisable and recommending the approval by the shareholders of this Agreement and the execution and delivery thereof and the consummation of the Merger and the transactions consummated hereby and (ii) determined that the Merger Consideration paid hereunder to the Company Holders and the other terms of this Agreement are in the best interests of Company and the shareholders of Company.

3.5 Noncontravention . The execution and delivery of this Agreement by Company does not constitute, and the consummation by Company of the transactions contemplated hereby will not result in, a termination, or breach or violation by Company of, or a default by Company under (with or without notice or lapse of time, or both), (a) any provision of the articles of incorporation or bylaws of Company, as amended, (b) except for those Contracts to which the Company is a party or by which the Company is bound and set forth at Section 3.5(b) of the Company Disclosure Schedule , any other Contract to which the Company is a party or by which the Company is bound, or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or any of its properties or assets. No consent, approval, order, notice to or authorization of, or registration, declaration or filing with, any federal, state, foreign, local, municipal or other court, administrative agency or commission or other governmental authority or instrumentality (each, a “ Governmental Authority ”) is required to be obtained or made by Company as a result of executing this Agreement or consummating the Merger and the other transactions contemplated by this Agreement, except for: (i) those items set forth at Schedule 3.5(b) of the Company Disclosure Schedule, (ii) the filing of the Articles of Merger as provided in Section 2.2; and (iii) such filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“ HSR ”), and foreign antitrust laws. No consent, approval, order, notice to or authorization of, or registration, declaration or filing with, any Person with which Company has entered into a Contract is required to be obtained or made by Company as a result of executing this Agreement or consummating the Merger and the other transactions contemplated by this Agreement, except for those consents, approvals, orders, authorizations, registrations, declarations and filings set forth at Schedule 3.5(b) of the Company Disclosure Schedule .

3.6 Governmental Authorizations . Company has obtained each federal, state, county, local or foreign Governmental Authority consent, license, permit, grant or other authorization (“ Permits ”) that is required for the operation by Company of the Current Company Business, except for any such consents, licenses, permits, grants or authorizations that if not obtained would not be reasonably expected to have a Company Material Adverse Effect, and all of such Permits obtained by the Company are in full force and effect.

3.7 Financial Statements . Company has delivered to Parent or its Representatives (or made available for review by Parent or its Representatives) (a) the audited balance sheets, statements of operations, statements of stockholders equity and statements of cash flows of Company as of and for the fiscal years ended June 30, 2007, June 30 2006 and June 30, 2005, and (b)(i) the unaudited balance sheet of Company as of March 31, 2008 (the “ Company Balance Sheet ”) and (ii) the unaudited statements of operations and cash flows of Company for the nine-month period ended March 31, 2008, in the case of (a) above together with the notes to such financial statements (collectively, the “ Company Financial Statements ”). Company Financial Statements (i) are consistent with the books and records of Company; (ii)

have been prepared in accordance with GAAP (except as disclosed in the notes thereto and except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present, in all material respects and in accordance with GAAP, the financial condition, results of operations, stockholders’ equity and cash flows of Company as of the dates indicated therein, subject to normal year end audit adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements.

3.8 Capitalization and Stockholder Information .

(a) Capitalization . The authorized capital stock of Company consists of one hundred thousand (100,000) shares of Company Common Stock, all of which shares are designated as Company Common Stock. As of the date of this Agreement, there were issued and outstanding 69,964 shares of Company Common Stock. All outstanding shares of Company Common Stock (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) to the knowledge of Company, are free of any Liens, and (iii) were not issued in violation of any preemptive rights or rights of first refusal created by statute, the articles of incorporation or bylaws of Company or any agreement to which Company is a party or by which it is bound. As of the date of this Agreement, there are 147 shares of Company Common Stock that are subject to outstanding Company Options. Company has delivered to Parent or its advisors (or made available for review by Parent or its advisors) true and complete copies of all stock option agreements evidencing Company Options and a list of all holders of Company Options which includes the names of such holders, the number of shares of Company Common Stock subject to each Company Option, the outstanding portion of such Company Option, the exercise price, the type of Company Option (incentive or nonqualified) and the date of issuance. Except as set forth above and in Section 3.8(a) of the Company Disclosure Schedule and for the rights created pursuant to this Agreement and the Company Options and other rights disclosed in the preceding sentences, there are no options, warrants, calls, rights, commitments or agreements that are outstanding to which Company is a party or by which it is bound, obligating Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Common Stock or obligating Company to grant, or enter into any option, warrant, call, right, commitment or agreement regarding shares of Company Common Stock. Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, there are no other contracts, commitments or agreements relating to the voting, purchase or sale of Company’s capital stock (x) between or among Company and any of its shareholders; and (y) to Company’s knowledge, between or among any of Company’s shareholders.

(b) Shares and Shareholder Information . Section 3.8(b) of the Company Disclosure Schedule sets forth, as of the date hereof: (i) the number of shares of Company Common Stock that each current shareholder of Company holds of record; and (ii) to the knowledge of Company, the address and state of residence of such shareholder.

3.9 Absence of Certain Changes . Between March 31, 2008 (the “ Company Balance Sheet Date ”) and the date of this Agreement, Company has conducted its business in the ordinary course consistent with past practice. Without limitation of the foregoing, since the Company Balance Sheet Date (i) there has not occurred any event that has had a Company

Material Adverse Effect and (ii) except as set forth on Section 3.9 of the Company Disclosure Schedule, the Company has not:

(a) Charter Documents . Amended its articles of incorporation or bylaws;

(b) Capitalization Matters . Issued or sold any shares of its capital stock, effected any stock split or otherwise changed its capitalization, or issued, granted, or sold any options, stock appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock, other than the issuance of shares of Common Stock pursuant to the conversion, exercise or exchange of securities therefore outstanding as of the Company Balance Sheet Date in accordance with their terms;

(c) Intellectual Property Rights . Entered into or amended any agreements pursuant to which Company (i) transferred or licensed to any Person any material Company IP outside the ordinary course of business consistent with past practice, or (ii) otherwise granted to any Person ownership or exclusive or sole rights in any material Company IP, or (iii) granted to any person any royalty or other similar fees based on use of any Intellectual Property by a third party;

(d) Dispositions . Sold, leased or licensed to any Person, or permitted the imposition of any encumbrance (other than Permitted Encumbrances) on, any of its properties or assets that are material, individually or in the aggregate, to the Company;

(e) Agreements . Entered into any Material Contract (other than Customer Contracts), or terminated (prior to its express expiration date) or amended any Material Contract;

(f) Insurance . Materially reduced the amount of any insurance coverage provided by existing insurance policies other than upon the expiration of any such policy;

(g) Waiver . Knowingly waived any material right under any Material Contract;

(h) Acquisitions . Acquired or agreed to acquire by merging with, or by purchasing any of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquired or agreed to acquire any assets that are material individually or in the aggregate, to Company’s business, taken as a whole;

(i) Taxes . Made or changed any election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, entered into any closing agreement with any Governmental Authority, settled any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in

respect of Taxes, in each case when such election, change, settlement or consent is reasonably expected to have the effect of materially increasing the Tax liability of the Company for any period ending after the Closing Date

(j) Employees . Established or, except as required by applicable Legal Requirements, amended, any Company Employee Plan, granted any incentive pay, bonuses or raises except in the ordinary course of business consistent with past practice; or

(k) Other . Agreed to take any of the actions described in Sections 3.1(a) through 3.1(j).

3.10 Absence of Undisclosed Liabilities . Company has no obligations or liabilities of any nature (matured or unmatured, fixed or contingent) of the type required to be reflected in or on the Company Financial Statements other than: (a) those set forth or adequately provided for in the Company Balance Sheet; (b) those described in Section 3.10 to the Company Disclosure Schedule; and (c) liabilities under this Agreement.

3.11 Litigation .

(a) There is no private or governmental action, claim, suit, proceeding, arbitration or, to the knowledge of Company, investigation, pending before any Governmental Authority (or, to the knowledge of Company, being threatened in writing or otherwise overtly threatened) against Company or, against any of its properties or any of its officers or directors (in their capacities as such).

(b) Except as set forth on Section 3.11(b) of the Company Disclosure Schedule, there is no judgment, decree or order against Company or against any of its directors or officers (in their capacities as such).

3.12 Restrictions on Business Activities . Except as set forth on Section 3.12 of the Company Disclosure Schedule, there is no agreement, judgment, injunction, order or decree binding upon Company that has, or would reasonably be expected to have, the effect of prohibiting or materially impairing (i) the conduct of the Current Company Business by Company, or (ii) the ability of Company to transact business in any market, field or geographical area or with any Person.

3.13 Intellectual Property .

(a) Section 3.13(a) of the Company Disclosure Schedule are all patents, patent applications, patent and invention disclosures available for filing, mask work and copyright applications and registrations, software, databases, material statutory copyrightable works, domain names, and trademarks (whether or not registered) and trademark applications and registrations which constitute Owned Intellectual Property.

(b) Set forth in Section 3.13(b)(i) of the Company Disclosure Schedule are all agreements of the Company by which the Company grants rights in or to any Business Intellectual Property (other than agreements relating to commercially-available, off-the-shelf

software), including any agreements relating to or addressing the distribution or license of, material uncapped indemnification obligations owed by Company to a third party with respect to, or royalty payments with respect to, Business Intellectual Property. Set forth in Section 3.13(b)(ii) of the Company Disclosure Schedule are all agreements of the Company by which the Company receives rights in or to any Business Intellectual Property (other than agreements relating to commercially-available, off-the-shelf software), including any agreements relating to or addressing material uncapped indemnification obligations owed by Company to a third party with respect to, or royalty payments with respect to, Business Intellectual Property. Section 3.13(b)(iii) lists any actions or proceedings that have occurred and/or are pending as of the date hereof before the United States Patent and Trademark Office or, to the Company’s knowledge, before any other governmental or regulatory authority, including, without limitation, any authority parallel to the United States Patent and Trademark Office elsewhere in the world, in all such cases related to any of the Company IP.

(c) As set forth in Sections 3.13(a) and 3.13(b) of the Company Disclosure Schedule, all Owned Intellectual Property together with all Third Party Intellectual Property constitutes all of the Intellectual Property used in and/or necessary to conduct the Company’s Business as currently conducted by the Company, including the design, development, distribution, marketing, manufacture, use, import, license, and sale of the products, technology, and services of the Company and the infrastructure, networks, and systems necessary to conduct the same. Except as set forth in Section 3.13(c) of the Company Disclosure Schedule:

(i) the Company owns all right, title and interest in and to all of the Owned Intellectual Property (other than the co-owned Intellectual Property described in Section 3.13(b)(i) of the Company Disclosure Schedule), each item of Intellectual Property that is registered is valid and subsisting, and the Company has a valid right to use all Third Party Intellectual Property, in each case, free and clear of any Encumbrances (other than Permitted Encumbrances) and free from any requirement of any past, present or future payments (other than maintenance and similar payments), charges or fees or conditions, rights or restrictions (except, in the case of Third Party Intellectual Property, as provided pursuant to the terms of the agreements governing such Third Party Intellectual Property) (it being understood that the foregoing shall not, in any event, be construed as a representation beyond Company’s Knowledge regarding non-infringement, absence of misuse or misappropriation, or similar claim, with respect to the Owned Intellectual Property or the Third Party Intellectual Property);

(ii) to the Company’s knowledge, (A) no Owned Intellectual Property, or any product provided or any service rendered by the Company within the past six years, (B) no Third Party Intellectual Property, and (C) the operation of the Business as currently conducted by the Company, is alleged to infringe upon or infringes upon, violates, or misappropriates any Intellectual Property or other rights owned or held by any other Person or violates or breaches any term or provision of any agreement with respect to any Third Party Intellectual Property;

(iii) the rights of the Company in and to all Owned Intellectual Property and, to the Company’s knowledge, all Third Party Intellectual Property are valid and enforceable, and no Owned Intellectual Property and, to the Company’s Knowledge, Third Party Intellectual Property, is subject to any outstanding Encumbrance (other than Permitted

Encumbrances), judgment, ruling, order, writ, decree, stipulation, injunction or determination by or with any Governmental Authority restricting the use of such Intellectual Property, nor is there (or has there been within the past three years) any pending or, to the Company’s knowledge, threatened, legal, administrative or governmental action, suit, claim or proceeding relating to any Owned Intellectual Property or, to the Company’s knowledge, Third Party Intellectual Property (including any interference, reissue, reexamination or opposition proceeding or proceeding contesting the rights of the Company to any Business Intellectual Property or the ownership, use, enforceability or validity of any Business Intellectual Property);

(iv) to the Company’s knowledge, there is no infringement or misappropriation of any Business Intellectual Property by any Person;

(v) the Company is not bound by any existing or contingent covenant or obligation, (i) not to sue or otherwise enforce any legal rights with respect to any Business Intellectual Property, (ii) requiring the granting of any rights or licenses to any Person with respect to any Business Intellectual Property, (iii) to pay any royalties or fees associated with any Business Intellectual Property to any Person upon or as a result of the Merger, or (iii) that restricts, or that is reasonably expected to restrict in any manner, the use, transfer, or licensing of any Business Intellectual Property; and

(vi) except as set forth on Section 3.13(c)(vi) of the Company Disclosure Schedule, the Company is in compliance (a) with all applicable Legal Requirements with regards to all Owned Intellectual Property, and (b) with all applicable Legal Requirements related to filing an application for registration of any Owned Intellectual Property (including, without limitation, payment of filing, examination, and maintenance fees and proofs of working or use and filing any necessary documents or certificates due as of Closing). Section 3.13(c)(vi) of the Company Disclosure Schedule lists all actions that must be taken by the Company within ninety (90) days from the date hereof, including the payment of any application, prosecution, registration, maintenance, renewal, and annuity fees and taxes or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, preserving, or renewing any registered Intellectual Property (or any applications therefor) of the Company.

(vii) Except as set forth on Section 3.13(c)(vii) of the Company Disclosure Schedule, (i) the Company has all rights necessary to the use all software, information technology, and databases, including any off-the-shelf software, utilized in the Company’s Business as currently conducted, including, without limitation, having acquired or purchased the necessary number of licenses required for all of the Company’s employees and their computers, laptops, desktops, or terminals, (ii) the Company is not in breach of any of its third party software licenses, database agreements, or information technology agreements, including for off-the-shelf software, and the other parties have not claimed breach or sent notice of termination thereof and (iii) to the Company’s knowledge, there is no reasonable basis to allege that the Company infringed upon, violated, misappropriated or is infringing upon, violating or misappropriating any third party software license, database agreement, or information technology agreement.

(d) Except as set forth on Section 3.13(d)(i) of the Company Disclosure Schedule, the Company has taken all reasonable steps (including measures to protect

secrecy and confidentiality and otherwise prevent the disclosure of confidential or sensitive business information) to protect the Company’s right, title and interest in and to, or its right to use (as applicable), all Business Intellectual Property. Notwithstanding the foregoing, except as set forth on Section 3.13(d)(ii) of the Company Disclosure Schedule, all persons, including employees and contractors of the Company, who contributed to the creation or development of any Intellectual Property of the Company (a) have a legal obligation of confidentiality to the Company with respect to such information and (b) have duly executed and delivered agreements with the Company pertaining to the valid assignment, without additional consideration and on an irrevocable basis, to the Company of all right, title, and interest to all Intellectual Property, including, without limitation, all inventions, discoveries, works and ideas, whether or not patented or patentable, created, developed, conceived or reduced to practice during the course of their employment or retention by the Company or its Affiliates.

(e) Except as set forth in Section 3.13 of the Company Disclosure Schedule, the Company has not released, or escrowed for the benefit of others, any Owned Intellectual Property of the Company, including, without limitation, any source code developed for the Current Company Business by the Company, and no Person other than the Company is in possession of or has rights to the Owned Intellectual Property of the Company.

(f) Except as set forth in Section 3.13 of the Company Disclosure Schedule, the software included in the Business Intellectual Property does not contain any open source code, public domain software, or any other components, in each case that require reciprocity of disclosure or use (including through any form of the GNU General Public License). No proprietary or trade secret material of the Company is embedded in any shared open source code.

(g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, to the Company’s knowledge, the operation of the Business of the Company as currently conducted does not violate the rights of any Person (including rights to privacy or publicity) as determined by applicable Legal Requirements .

3.14 Interested Party Transactions . Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, the Company is not indebted to any director, officer or employee of the Company (except for amounts due for the current period as salaries and bonuses under employment contracts or amounts due with respect to routine, current claims under employee benefit plans set forth in the Company Disclosure Schedule and amounts payable in reimbursement of ordinary expenses), and no such director, officer or employee is indebted to the Company. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, no holder of Company Common Stock, or Company Options or any Affiliate thereof (i) owns or has any interest in

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