ASSET PURCHASE AGREEMENT

(a)

“ Cash on Hand ” means cash or cash equivalents held on hand by the Selling Companies as of the close of business on the Closing Date.

(b)

“ Cash Purchase Price ” shall be equal to Seventy Six Million Four Hundred Thousand Dollars ($76,400,000) (the “ Asset Value ”) (i)  plus or

minus any UNE Replacement Reimbursement Amount (as determined pursuant to Section 6.18), (ii)  minus any Incomplete Infrastructure Replacement Costs (as determined pursuant to Section 6.18), (iii)  plus or minus the amount, if any, by which the Closing Date Working Capital exceeds or is less than Target respectively, (iv)  plus an amount equal to any EN-TEL Capital Calls, (v)  plus or minus any difference between the Estimated Tax Adjustment Amount and the Final Tax Adjustment Amount, (vi)  minus any CTC Waiver Deduction, (vi)  minus the value of any express guarantees of third party debt by the Selling Companies, which shall, for avoidance of doubt, include without limitation the principal amount guaranteed by the Selling Companies relating to EN-TEL, unless any such guarantee has been released to the satisfaction of the Parent prior to the Closing Date, but shall exclude any guarantee(s) related to SHAL, and (vii)  minus any Equity Investment Deduction (as determined pursuant to Section 6.24).

(c)

“ Closing Date Working Capital ” shall mean current assets (including Cash on Hand but excluding any current assets that are Excluded Assets) minus current liabilities (except for current liabilities that are Retained Liabilities) on the Closing Date calculated as shown on the Estimated Closing Date Balance Sheet, which shall not exceed the Target plus $5,000,000 and must include at least $1,000,000 of Cash on Hand.

(d)

“ EN-TEL Capital Call ” means the actual amount paid by a Selling Company to EN-TEL prior to the Closing related to any mandatory capital call with respect to a Selling Company’s ownership interests in EN-TEL as set forth on Schedule 6.1(h) .

(e)

“ Equity Investment Deduction ” means an amount that may be deducted from the Estimated Cash Purchase Price and the Cash Purchase Price at Closing pursuant to the terms of Section 6.24 hereof.

(f)

“ Estimated Cash Purchase Price ” means the Asset Value (i)  plus or minus any UNE Replacement Reimbursement Amount (as determined pursuant to Section 6.18), (ii)  minus any Incomplete Infrastructure Replacement Costs (as determined pursuant to Section 6.18), (iii)  plus or minus the amount, if any, by which the Estimated Closing Date Working Capital exceeds or is less than Target respectively, (iv)  plus an amount equal to any EN-TEL Capital Calls, plus any Estimated Tax Adjustment Amount, (v)  minus any CTC Waiver Deduction, (vi)  minus the value of any express guarantees of third party debt by the Selling Companies, which shall, for avoidance of doubt, include without limitation the principal amount guaranteed by the Selling Companies relating to EN-TEL, unless any such guarantee has been released to the satisfaction of the Parent prior to the Closing Date, but shall exclude any guarantee(s) related to SHAL, and (vii)  minus any Equity Investment Deduction (as determined pursuant to Section 6.24).

(g)

“ Estimated Closing Date Working Capital ” means current assets (including Cash on Hand but excluding any current assets that are Excluded Assets) minus current liabilities (except for current liabilities that are Retained Liabilities) estimated as of the close of business on the Closing Date calculated as shown on the Estimated Closing Date Balance Sheet, which shall not exceed the Target plus $5,000,000 and must include at least $1,000,000 of Cash on Hand.

(h)

“ Purchase Price ” means the Cash Purchase Price plus the value of any Assumed Liabilities.

(i)

“ Target ” means an anticipated Closing Date Working Capital as set forth on Exhibit B .

(j)

“ UNE Replacement Reimbursement Amount ” means an amount equal to those capital expenditures to be made by a Selling Company prior to the Closing Date on the 700 MHz infrastructure and physical UNE replacement set forth on Schedule 3.1(j) attached hereto (the “ UNE Replacement ”), with such amount to be no greater than $383,000 (the “ Maximum UNE Replacement Reimbursement Amount ”). The Maximum UNE Replacement Reimbursement Amount presumes that the Selling Companies complete replacement of at least 850 local loops in the service territory of Northstar (the “ Loops ”) and all necessary infrastructure repair or replacement costs set forth on Schedule 3.1(j) (the “ Infrastructure Replacement ”) are incurred and paid as of the Closing Date, and, accordingly, (i) the UNE Replacement Reimbursement Amount shall be reduced by $75,000 at the time of Closing if the Selling Companies fail to replace at least 850 Loops as of the Closing Date, which $75,000 the parties have agreed to as a liquidated and final amount to compensate the Parent for any lost cost savings as a result of the failure to complete at least 850 Loops as of the Closing Date, and (ii) the UNE Replacement Reimbursement Amount shall be further adjusted to compensate the Selling Companies for the Loops that have been replaced as of the Closing Date, as provided in Section 6.18(b). All actions taken by the Selling Companies prior to the Closing pursuant to and in accordance with this Section 3.1(j) and Section 6.18 hereof shall be deemed approved by Parent for purposes of Section 6.1 of this Agreement.

(a)

At least ten (10) days prior to the Closing Date, STS will deliver to Parent an estimated consolidated balance sheet in substantially the form attached hereto as Exhibit B (the “ Estimated Closing Date Balance Sheet ”) for the Selling Companies as of the close of business on the Closing Date

determined on a pro forma basis giving effect to the transactions contemplated by this Agreement and in accordance with GAAP applied on a basis consistent with the preparation of the 2007 Balance Sheet. The Estimated Closing Date Balance Sheet delivered to Parent shall include all of the supporting schedules setting forth in reasonable detail all amounts included in the Estimated Closing Date Balance Sheet. The Estimated Closing Date Balance Sheet will include a determination of the Estimated Closing Date Working Capital.

(b)

Parent shall have three (3) days after the receipt of the Estimated Closing Date Balance Sheet (the “ Review Period ”) to accept or reject the Estimated Closing Date Balance Sheet provided by STS. If Parent accepts the Estimated Closing Date Balance Sheet as provided by STS pursuant to Section 3.2(a) above, the Closing shall occur as set forth in Section 1.4 of this Agreement. If Parent does not accept or agree with the Estimated Closing Date Balance Sheet (an “ Estimated Closing Date Balance Sheet Dispute ”), the Parent will notify STS in writing regarding the nature of the Estimated Closing Date Balance Sheet Dispute no later than the end of business on the final day of the Review Period. The parties shall, in good faith, attempt to resolve any Estimated Closing Date Balance Sheet Dispute for a period of five (5) days (the “ Dispute Period ”). If the Parent STS cannot agree upon a resolution to any Estimated Closing Date Balance Sheet Dispute during the Dispute Period, then:

(i)

If the aggregate value of the impact of the Estimated Closing Date Balance Sheet Dispute (the “ Discrepancy Amount ”) does not exceed $1,000,000, the parties shall proceed to Closing pursuant to Section 1.4 of this Agreement and resolve the Estimated Closing Date Balance Sheet Dispute at a later date according to the procedure set forth in Section 3.4 of this Agreement;

(ii)

If the Discrepancy Amount exceeds $1,000,000 (with such excess amount referred to as the “ Discrepancy Excess ”), the amount of money deposited as the True-Up Reserve Amount shall be increased by an amount equal to the Discrepancy Excess and the parties will proceed to Close pursuant to Section 1.4 of this Agreement and resolve the Estimated Closing Date Balance Sheet Dispute at a later date according to the procedure set forth in Section 3.4 of this Agreement; or

(iii)

Parent, at its sole discretion, may waive the Estimated Closing Date Balance Sheet Dispute and proceed to Closing pursuant to Section 1.4 of this Agreement.

(a)

No later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to STS a preliminary final consolidated balance sheet in a form attached hereto as Exhibit B for STS as of the close of business on the Closing Date, determined in accordance with GAAP applied on a basis consistent with the preparation of the 2007 Balance Sheet (the “ Closing Date Balance Sheet ”) that calculates the Closing Date Working Capital. If there is an Incomplete Infrastructure Replacement Costs Dispute as described in Section 6.18 hereof, the Parent shall also prepare a statement of the actual Infrastructure Replacement Costs incurred as of the date the Closing Date Balance Sheet is delivered hereunder (the “ Revised Infrastructure Replacement Costs ”) and such Revised Infrastructure Replacement Costs shall be subject to the procedural examination set forth in this Section 3.4 for purposes of calculating any Final Downward Adjustment or Final Upward Adjustment, with such Revised Infrastructure Replacement Costs delivered no later than ninety (90) days after the Closing Date. No later than ninety (90) days after the completion of both the Valuation contemplated pursuant to Section 11.8(a) and the final resolution of the Closing Date Balance Sheet pursuant to the terms of this Section 3.4, Parent shall deliver to STS a written statement setting forth the Final Tax Adjustment Amount.

(b)

STS shall be permitted during the ninety (90) day period following delivery of the Closing Date Balance Sheet, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs to examine, and Parent shall make available, the books and records relied upon by Parent in preparing the draft Closing Date Balance Sheet, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs. As promptly as practicable, and in no event later than the last day of applicable ninety (90) day period following the delivery to STS of the Closing Date Balance Sheet, the Revised Infrastructure Replacement Costs and the Final Tax Adjustment Amount, STS shall either inform Parent in writing that the applicable Closing Date Balance Sheet, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs is acceptable or object to the applicable Closing Date Balance Sheet, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement

Costs by delivering to Parent a written statement setting forth a specific description of STS’ objections to the applicable Closing Date Balance Sheet, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs (each a “ Statement of Objections ”) and STS’ calculation of any disputed amounts. If Parent shall not have received a Statement of Objections on or before the expiration of the applicable ninety (90) calendar day period, STS will be deemed irrevocably to have accepted the Parent’s Closing Date Balance Sheet, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs. If a Statement of Objections is delivered, Parent and STS shall attempt in good faith to resolve any dispute within thirty (30) days after delivery. If Parent and STS are unable to resolve the dispute within such thirty (30) day period, an accounting firm acceptable to all parties shall resolve any unresolved objections related to accounting matters. If Parent and STS are unable to agree on the choice of an accounting firm, they will select a nationally recognized accounting firm by lot (after excluding the regular outside accounting firms of Parent and STS. The accounting firm will determine, in accordance with the terms of this Agreement, the amount to be included in the applicable Closing Date Balance Sheet and the Closing Date Working Capital or the Final Tax Adjustment Amount, consistent with the amounts included in the Estimated Closing Date Balance Sheet or Tax Adjustment Methodology. The parties will provide the accounting firm, within ten (10) days of its selection, with a definitive statement of the position of each party with respect to each unresolved objection and will advise the accounting firm that the parties accept the accounting firm as the appropriate person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Parent will provide the accounting firm access to the books and records of STS. The accounting firm will have thirty (30) days to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection. The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties. If the Parent and STS submit any unresolved objections to an accounting firm for resolution as provided in this Section 3.4(b), each will bear their respective costs and expenses and each shall bear one-half (1/2) of the costs and expenses of the mutually selected accounting firm. Such firm’s resolution of the accounting matters shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act.

(c)

If the Closing Date Balance Sheet as finally determined, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs result in a Final Downward Adjustment, (i) any Final Downward Adjustment related to either the Closing Date Balance Sheet or the Revised Infrastructure Replacement Costs shall be withdrawn first, from the True-Up Reserve Amount on deposit pursuant to the Escrow

Agreement, and second, if the True-Up Reserve Amount is not sufficient, the Majority Shareholders shall reimburse to the Parent any such deficiency; or (ii) any Final Downward Adjustment related to the Final Tax Adjustment Amount shall be withdrawn first, from the Tax Adjustment Escrow on deposit pursuant to the Escrow Agreement, and second, if the Tax Adjustment Escrow is not sufficient, the Majority Shareholders shall reimburse to the Parent any such deficiency. The Indemnification Amount may not be used to satisfy any such payment obligations of the Majority Shareholders without the Parent’s consent. Any remaining portion of the True-Up Reserve Amount on deposit pursuant to the Escrow Agreement after the foregoing withdrawal shall be promptly paid to STS by the Escrow Agent, as final payment to the Selling Companies of the Cash Purchase Price, except to the extent any further amounts are released from the Escrow Agreement. Any remaining portion of the Tax Adjustment Escrow on deposit pursuant to the Escrow Agreement after the foregoing withdrawal shall be promptly paid to the Parent.

(d)

If the Closing Date Balance Sheet as finally determined, the Final Tax Adjustment Amount or the Revised Infrastructure Replacement Costs results in a Final Upward Adjustment, Parent shall (i) with respect to a Final Upward Adjustment related to the Closing Date Balance Sheet or the Revised Infrastructure Replacement Costs, within five (5) Business Days pay the Final Upward Adjustment to STS, or (ii) with respect to a Final Upward Adjustment related to the Final Tax Adjustment Amount, such Final Upward Adjustment shall, within five (5) Business Days, be withdrawn first, from the Tax Adjustment Escrow on deposit pursuant to the Escrow Agreement, and second, if the Tax Adjustment Escrow is not sufficient, the Parent shall pay to STS any such deficiency. In such event, the Escrow Agent shall promptly distribute to STS the True-Up Reserve Amount and/or the Tax Adjustment Escrow (the True-Up Reserve Amount, the Tax Adjustment Escrow together with the Final Upward Adjustment, is referred to as the “ Additional Payment ”). Any remaining portion of the Tax Adjustment Escrow on deposit pursuant to the Escrow Agreement after the foregoing withdrawal shall be promptly paid to the Parent.

(a)

On the Closing Date, Parent and STS on behalf of all Selling Companies will execute and deliver an Escrow Agreement substantially similar to Exhibit C attached hereto, by and among Parent, STS and the Escrow Agent (the “ Escrow Agreement ”), and Parent will deliver to the Escrow Agent, as agent, the Escrow Amount which shall be maintained in four (4) separate escrow accounts. The True-Up Reserve Amount shall be used to pay any Final Downward Adjustment related to the Closing Date Balance Sheet or the Revised Infrastructure Replacement Costs, with the balance

of any amount not so used being paid as set forth in Section 3.4. The Tax Adjustment Escrow shall be used to pay any Final Downward Adjustment or Final Upward Adjustment related to the Final Tax Adjustment Amount. The Indemnification Amount shall be applied to satisfy any indemnity claims of Parent or Indemnified Parties (if any) under Article IX and, at Parent’s discretion pursuant to Section 3.4 hereof, to pay the remaining portion of any Final Downward Adjustment if the True-Up Reserve Amount is not sufficient for such payment. The Contract Waiver Escrow shall be paid to the Parent and/or the Selling Companies as provided in subsection (b) below. The Escrow Amount will be held by the Escrow Agent in available funds in accordance with the terms and conditions of the Escrow Agreement and will be disbursed as provided in the Escrow Agreement. Any funds released from the Indemnification Amount because such amounts are no longer subject to indemnification claims shall be paid to STS.

(b)

(i) The Contract Waiver Escrow shall be deposited with the Escrow Agent at Closing unless the Selling Companies deliver to the Parent prior to the Closing written consents in a form satisfactory to Parent to all of the Selling Companies Contracts identified on Schedule 3.5(b) attached hereto (the “ Contract Waiver Agreements, ” with such written consents referred to as the “ Contract Waivers ”). If all Contract Waivers are delivered by Closing, the Contract Waiver Escrow shall be reduced to zero. If a specific Contract Waiver is delivered prior to or by Closing, the Contract Waiver Escrow shall be reduced by the specific dollar amount enumerated in Schedule 3.5(b) for that specific Contract Wavier (with such amounts referred to for each Contract Waiver Agreement as the “ Contract Wavier Value ”).

(c)

All fees, costs and expenses of the Escrow Agent shall be paid one-half by the Parent and one-half by the Selling Companies.

(a)

By the execution hereof, the Majority Shareholders hereby agree to vote all Shares held by the Majority Shareholders to approve the execution of this Agreement and the transactions contemplated hereby and, to the extent any such Majority Shareholders are a participant in the ESOP, to vote in favor of the transactions contemplated hereby if the approval of such is passed through to the participants in the ESOP.

(b)

STS, acting through the Board of Directors, will, as promptly as reasonably practical, take all actions necessary to approve the transactions contemplated under this Agreement by either:

(i)

duly calling, giving notice of, convening and holding (including an option for attendance by remote communications) a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “ Shareholders’ Meeting ”); or

(ii)

written action of the STS Shareholders.

(c)

STS shall:

(i)

use all reasonable efforts to prepare an information statement or other materials to be provided to the Shareholders and the ESOP Trustee for the purposes of considering and taking action upon this Agreement (the “ Information Statement ”) and obtain and furnish

the information required to be included by it in the Information Statement. STS shall allow Parent reasonable opportunity to review and comment on the Information Statement and all amendments and supplements thereto prior to its distribution;

(ii)

include in the Information Statement (as defined above) the recommendation of the Board of Directors that Shareholders of STS vote in favor of the approval of this Agreement;

(iii)

STS shall use its reasonable efforts to solicit proxies in connection with the Shareholders Meeting;

(d)

The parties acknowledge and agree that the transactions contemplated hereby must be voted upon by the participants in the ESOP (the “ ESOP Participants ”) pursuant to the Internal Revenue Code requirements for employee stock ownership plans. STS has engaged the ESOP Trustee to independently represent the ESOP Participants with respect to the transactions contemplated hereunder. The Majority Shareholders agree that the Majority Shareholders instead of STS shall be responsible for any indemnification obligations related to the ESOP Trustee’s misstatement of or failure or omission to disclose a material fact related to the transactions contemplated under this Agreement to the ESOP Participants.

(e)

Notwithstanding the foregoing, neither STS nor any Shareholder shall disclose this Agreement, any Ancillary Document or any schedules attached to any such document, or the contents of any of the foregoing, to any Person (including any ESOP Participant) who is not a party to a confidentiality agreement with STS until such time as the Parent has filed this Agreement in its periodic reports with the Securities and Exchange Commission (the “ SEC ”).

(a)

Each Shareholder who executes this Agreement and each other Shareholder who does not execute this Agreement, by approval of this Agreement, hereby irrevocably constitutes and appoints Robert K. Eddy as the true and lawful agent and attorney-in-fact (the “ Shareholders’ Representative ”) with the powers set forth herein. If Robert K. Eddy is unwilling or unable to serve as Shareholders’ Representative, a successor Shareholders’ Representative shall be appointed by a plurality of Persons who held Outstanding Shares immediately prior to the Effective Time, with each such Person voting based on the number of Outstanding Shares so held. The absence of a Shareholders’ Representative, due to resignation or any other reason whatsoever, shall not impair or prejudice any right or remedy Parent may have at law or equity or under the terms of this Agreement.

(b)

Parent shall be entitled to rely upon any communication or writings given by or to, or executed by, the Shareholders’ Representative. All notices to be sent to any Shareholder pursuant to this Agreement or any other agreement contemplated hereby or delivered in connection herewith may be addressed to the Shareholders’ Representative and any notice so sent or delivered shall be deemed proper and sufficient notice to each Shareholder hereunder. The Shareholders hereby consent and agree that the Shareholders’ Representative is authorized to accept and deliver notice on behalf of each Shareholder pursuant hereto and pursuant to all other agreements contemplated hereby or delivered in connection herewith and to deliver waivers and consents on behalf of each Shareholder.

(c)

The Shareholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Shareholder with full power in his, her, or its name and on his, her, or its behalf to act according to the terms of this Agreement and all other agreements contemplated hereby or thereby or delivered in connection herewith or therewith in the absolute discretion of the Shareholders’ Representative, and in general to do all things and to perform all acts, including amending this Agreement (other than to reduce the Cash Purchase Price by more than one percent (1%), and executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. This power of attorney and all authority hereby conferred is granted subject to the interest of the other Shareholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and coupled with an interest and shall not be terminated by any act of any Shareholder or by operation of law, whether by death or other event. In addition to the foregoing, the Shareholders’ Representative shall have full power and authority on behalf of the Shareholders to (i) to take any action which the Shareholders’ Representative is required or permitted to take under this Agreement, (ii) to take all actions necessary to wind up the business of STS and its Subsidiaries, and (iii) to negotiate, settle and compromise and otherwise handle all claims of the Parent with respect to Parent Damages.

(d)

Nothing in this Agreement is intended, and nothing in this Agreement shall be interpreted as, imposing upon the Shareholders’ Representative, as the agent and attorney-in fact for the Shareholders any personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The Shareholders’ Representative and any agent employed by the Shareholders’ Representative shall not have any liability to any Shareholder related to the Shareholders’ Representative’s duties hereunder, except for intentional fraud, willful misconduct or bad faith. The Shareholders agree to indemnify and hold the Shareholders’ Representative harmless against any loss, liability or expense incurred without intentional fraud, willful misconduct or bad faith on the part of the Shareholders’ Representative,

arising out of or in connection with carrying out its duties hereunder, including the costs and expenses of defending against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder (including reasonable attorney’s fees and expenses). Notwithstanding the foregoing, the Shareholders’ Representative acknowledges that he is acting as a fiduciary under ERISA with respect to its decisions that may affect the rights of the ESOP under this Agreement and agrees that any such decisions shall be made with reasonable prior notice to the ESOP and in accordance with the fiduciary standards of ERISA.

(e)

In furtherance of its role, the Shareholders’ Representative shall be entitled to incur such reasonable costs and expenses as the Shareholders’ Representative may deem appropriate under the circumstances, which expenses may include, but shall not be limited to, hiring attorneys, accountants, appraisers, and other professional advisors. Each Shareholder shall be responsible to reimburse the Shareholders’ Representative for such Shareholder’s pro rata portion of all such costs and expenses incurred by the Shareholders’ Representative within ten (10) days of written notification from the Shareholders’ Representative. After the Closing Date, the Shareholders’ Representative shall receive from STS a fee of Two Thousand Dollars ($2,000) per month for his services.

(a)

Neither the execution and delivery of this Agreement nor the consummation by the Selling Companies of the transactions contemplated hereby will:

(i)

conflict with or result in any breach of any provision of the respective articles of incorporation, as amended, or by-laws, as amended, articles of organization, as amended, or member control agreements, as amended, of STS or any of its Subsidiaries;

(ii)

require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (B) such filings and consents as may be required by the Federal Communications Commission (the “ FCC ”), the rules and regulations promulgated by the FCC (the “ FCC Rules ”), or the rules and regulations promulgated by the Minnesota Public Utilities Commission or the Iowa Utilities Board (collectively the “ State Communications Laws and Regulations ”) as set forth on Schedule 4.4(a) , (C) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Purchase or the transactions contemplated by this Agreement as set forth on Schedule 4.4(a) , (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not individually or in the aggregate have a Company Material Adverse Effect, or (E) such filings, consents, approvals, orders, registrations and declarations as may be required as a result of the status or identity of Parent and/or Newco;

(iii)

except as set forth in Schedule 4.4(a) , result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Selling Companies or any of their assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or Lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which individually or in the aggregate are not individually or in the aggregate material to the Selling Companies taken as a whole or individually or in the aggregate would adversely affect the consummation of the transactions contemplated hereby; or

(iv)

assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4(a) are duly and timely obtained or made and, with respect to the Purchase, the approval of the Purchase and this Agreement by STS’ Shareholders has been obtained, violate any order, writ, injunction,

decree, statute, rule or regulation applicable to the Selling Companies or to any of their respective assets, except for violations which are not individually or in the aggregate material to the Selling Companies taken as a whole or individually or in the aggregate would adversely affect the consummation of the transactions contemplated hereby.

(b)

The affirmative vote of more than 50% of the voting power of the outstanding Shares in favor of the approval of this Agreement (the “ Shareholder Approval ”) is the only vote of the holders of any class or series of the Selling Companies’ securities necessary to approve this Agreement, the Purchase and the other transactions contemplated hereby that has not already occurred.

(a)

The unaudited consolidated balance sheet as of October 31, 2008 of STS and its consolidated Subsidiaries (the “ Latest Balance Sheet ”) and the unaudited consolidated statements of income, changes in stockholders’ equity and cash flows of STS and its consolidated Subsidiaries for the 10-month period then ended (such statements and the Latest Balance Sheet, the “ Latest Financial Statements ”) and the audited consolidated balance sheet, as of December 31, 2007 (the “ Last Fiscal Year End ”) of STS and its consolidated Subsidiaries (the “ 2007 Balance Sheet ”) and the audited consolidated statements of income, changes in stockholders’ equity and cash flows, including the notes, of STS and its consolidated Subsidiaries for each of the three (3) years ended on the Last Fiscal Year End (the “ Annual Financial Statements, ” and together with the Latest Financial Statements, the “ Financial Statements ”) are based upon the books and records of STS and its consolidated Subsidiaries, have been prepared in accordance with GAAP consistently applied during the periods indicated and present fairly in all material respects the financial position, results of operations and cash flows of STS and its consolidated Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated, except that the Latest Financial Statements may not contain all notes and are subject to year-end adjustments; provided however, the Latest Financial Statements were prepared in such a manner that when made such year-end adjustments will not be material and will not differ materially from year-end adjustments made historically. Except as reflected or expressly reserved against in the Latest Balance Sheet, neither of STS nor any Subsidiary has any material liability, contingent or otherwise, except (a) a liability that has arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice or (b) obligations under any Contract listed on a Schedule to this Agreement or under a Contract not required by this Agreement to be listed on a Schedule.

(a)

Since December 31, 2007, the Selling Companies have not suffered any Company Material Adverse Effect and there are not any facts, circumstances or events that are reasonably likely to have a Company Material Adverse Effect.

(b)

Since December 31, 2007, except as disclosed on Schedule 4.6(b) or as otherwise expressly provided by this Agreement, the Business of the Selling Companies has been conducted in the ordinary course consistent with past practices and there has not been:

(i)

any declaration, setting aside or payment of any dividend or other distribution with respect to any equity of STS or any of its Subsidiaries (other than dividends and distributions permitted by Section 6.1), or any repurchase, redemption or other acquisition by STS or any of its Subsidiaries of any outstanding shares of Capital Stock or other securities of, or other ownership interests in, STS or any of its Subsidiaries;

(ii)

any split, combination or reclassification of any shares of the Selling Companies or any issuance or the authorization of any issuance of any securities of the Selling Companies;

(iii)

any amendment of any material term of any outstanding security of the Selling Companies;

(iv)

any incurrence, assumption or guarantee by the Selling Companies of any indebtedness for borrowed money;

(v)

any creation or other incurrence by the Selling Companies of any Lien on any Asset;

(vi)

except as disclosed on Schedule 4.6(vi) or as otherwise contemplated under Section 6.1(h) and in connection with Equity Investments, any making of any loan, advance or capital contributions to or investment in any Person;

(vii)

any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business or Assets of the Selling Companies that is material to the Selling Companies, taken as a whole;

(viii)

any transaction or commitment made, or any contract or agreement entered into, by any of the Selling Companies relating to its Assets or Business (including the acquisition or disposition of any Assets) or any relinquishment by the Selling Companies of any contract or other right, in either case, material to the Selling Companies, taken

as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices or as contemplated by this Agreement;

(ix)

any change in any method of accounting or accounting principles or practice by STS or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP;

(x)

other than as disclosed on Schedule 4.11(b) , any (1) grant of any severance or termination pay to (or amendment to any existing arrangement with) any director, officer or employee of STS or any of its Subsidiaries, (2) new or increase in benefits payable under any existing severance or termination pay policies or employment agreements, (3) any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) entered into with any director or officer of STS or any of its Subsidiaries, (4) the establishment, adoption or amendment (except as required by applicable law) of any collective bargaining agreement, (5) the payment, establishment, adoption or amendment of any bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer or employee of STS or any of its Subsidiaries, (4) increase in compensation, bonus or other benefits payable to any director or officer of STS or any Subsidiary of it, or increase in compensation of any employee of STS or any of its Subsidiaries other than Business wide annual adjustments in compensation in the ordinary course of business, consistent with past practice, or (5) loans by STS or its Subsidiaries to any officer, director or any employee, forgiveness of any indebtedness owed by an officer, director or employee to STS or any of its Subsidiaries or guarantees by STS or any of its Subsidiaries of any obligations of any officer, director or employee;

(xi)

any hiring or termination of any officer, member of senior management or key employee or consultant and STS or any of its Subsidiaries;

(xii)

any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of STS or any of its Subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 2007, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees;

(xiii)

any tax election made or changed, any annual tax accounting period changed, any method of tax accounting adopted or changed,

any amended tax returns or claims for Tax refunds filed, any closing agreement entered into, any tax claim, audit or assessment settled, or any right to claim a tax refund, offset or other reduction in tax liability surrendered; or

(xiv)

any contract, agreement, arrangement or understanding by STS or any of its Subsidiaries to do any of the things described in the preceding clauses (i) through (xiv).

(a)

The real property owned by the Selling Companies or demised by the leases listed on Schedule 4.7 constitutes all of the real property owned, leased (whether or not occupied and including any leases assigned or leased premises sublet for which any Selling Company remains liable), used or occupied by any Selling Company, other than public rights of way or private easements described in Section 4.7(k). As of the date hereof, the address, square footage and use of each item of Owned Real Property is set forth on Schedule 4.7 .

(b)

STS or one of its Subsidiaries owns good insurable title to each parcel of real property identified on Schedule 4.7 as being owned by the Sellers (the “ Owned Real Property ”), free and clear of all Liens, except for Permitted Liens.

(c)

The leases of real property listed on Schedule 4.7 as being leased by a Selling Company (the “ Leased Real Property ”) are in full force and effect, neither tenant, nor, to the Knowledge of the Selling Companies, landlord, are in default, and a Selling Company holds valid and existing leasehold interests under each of such leases. The Leased Real Property and the Owned Real Property are, collectively, the “ Real Property .”

(d)

The Real Property and improvements thereon are sufficient for the Selling Companies to conduct the Business as presently conducted and currently proposed to be conducted, and such improvements are in working condition ordinary wear and tear excepted.

(e)

Except for the Real Property Purchase Agreements, no Selling Company has entered into any contracts for the sale of the Owned Real Property nor are there any rights of first refusal or options to purchase any Owned Real Property.

(f)

There is no action, litigation, investigation, condemnation or proceeding of any kind, pending or, to the Knowledge of the Selling Companies, threatened, against all or any portion of any Real Property.

(g)

The present use and operation of the Real Property by the Selling Companies is in compliance in all material respects with applicable zoning and land use laws, and other applicable local, state and federal laws and regulations relating to the use and occupation of the Real Property.

(h)

All water, sewer, gas, electric, telephone, and drainage facilities and all other utilities required by law for the use and operation of the Real Property by the Selling Companies in the conduct of the Business have been installed to each Real Property and are in working order.

(i)

To the Knowledge of the Selling Companies, there is legal access to the Real Property from public roads sufficient for the use and operation of the Real Property by the Selling Companies in the conduct of their respective businesses, and such roads have been properly dedicated to the applicable governmental body, so that the Selling Companies are not responsible for the maintenance of such roads.

(j)

Schedule 4.7(j) identifies those Leased Real Properties upon which STS or any of its Subsidiaries has constructed a building or other permanent fixture.

(k)

All communication lines, towers or structures owned by STS or any Subsidiary are either situated on Owned Real Property or Leased Real Property, or within a public right-of-way or on private property pursuant to a valid private easement, which private easements are identified on Schedule 4.7(k) , and which public right-of-ways will be shown on a map to be prepared and delivered by STS to Parent as Schedule 6.19 pursuant to Section 6.19 hereof, which Schedule 6.19 shall be deemed part of Schedule 4.7(k) .

(a)

Tax Returns . For all years for which the applicable statutory period of limitation has not expired, STS and all of its Subsidiaries have timely and properly filed all material federal, state, local and foreign tax returns (including but not limited to income, franchise, sales, payroll, employee withholding and social security and unemployment) which were or (in the case of returns not yet due but due on or before the date of the Closing, taking into account any valid extension of the time for filing) will be required to be filed. STS and each of its Subsidiaries have paid all taxes (including interest and penalties) and withholding amounts owed by it, except where the failure to pay such taxes or withholding amounts is not individually or in the aggregate material to STS and its Subsidiaries taken as a whole. No material, unpaid tax deficiencies have been proposed or assessed in writing against STS or any of its Subsidiaries and no material tax deficiencies, whether paid or unpaid, have been proposed or assessed in writing against STS or any Subsidiary since January 1, 2002. Except as set forth in Schedule 4.10 , neither STS nor any Subsidiary is liable for any taxes attributable to any other Person, whether by reason of being a member of another affiliated group, being a party to a tax sharing agreement, as a transferee or successor, or otherwise.

(b)

Audits . Except as set forth on Schedule 4.10(b) , there is no claim, audit, action, suit, proceeding or investigation now pending or, to the Selling Companies’ Knowledge, threatened against or with respect to STS or any of its Subsidiaries in respect of any tax (including but not limited to income, franchise, sales, payroll, employee withholding and social security and unemployment) or tax return. Except as set forth in Schedule 4.10(b) , neither STS nor any of its Subsidiaries have consented to any extension of the statute of limitations with respect to any open federal, state or local tax returns.

(c)

Liens . Except as set forth in Schedule 4.10(c) , there are no tax liens upon any property or Assets of STS or any of its Subsidiaries except for liens for current taxes not yet due and payable.

(d)

Withholding Taxes . STS and its Subsidiaries have properly withheld and timely paid all material withholding and employment taxes which they were required to withhold and pay relating to salaries, compensation and other amounts heretofore paid to its employees or independent contractors. All Forms W-2 and 1099 required to be filed with respect thereto have been timely and properly filed except where the failure to file is not individually or in the aggregate material to STS and its Subsidiaries taken as a whole.

(e)

Other Representations . Neither STS nor its Subsidiaries has filed any consent under Section 34l(f) of the Code or agreed to have

Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341 (f)(4) of the Code) owned by STS or any of its Subsidiaries. Except as set forth on Schedule 4.10(e) , during the five-year period ending on the date hereof, neither STS nor any of its Subsidiaries was a distributing or controlled corporation in a transaction intended to be governed by Section 355 of the Code.

(f)

Tax Notices . Neither STS nor any Subsidiary has received a written notice from a Tax authority in a jurisdiction where STS or the Subsidiaries do not file Returns to the effect that STS or the Subsidiaries are subject to taxation by that jurisdiction.

(g)

Tax Sharing Agreements . Neither STS nor any Subsidiary is a party to any Tax allocation or sharing agreement that will survive the Closing.

(h)

S Corporation Election . STS is a validly electing S corporation, within the meaning of Code Sections 1361 and 1362, and will be an S corporation up to and including the day immediately prior to the Closing Date. STS has also validly elected to be an “S corporation” in all state and local jurisdictions that recognize such status and in which it would, absent such an election, be subject to corporate income Tax, and has maintained its status as an “S corporation” in each such jurisdiction at all times since the date of such election. Schedule 4.10(h) identifies each Subsidiary that is a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code. Each Subsidiary so identified has been a qualified subchapter S subsidiary at all times since the date shown on such schedule up to an including the day prior to the Closing Date.

(i)

Section 280G . There is no contract, agreement, plan or arrangement covering any employee or former employee of either of STS or any Subsidiary that, individually or in the aggregate, could give rise to any amount that would not be deductible pursuant to Section 280G or 162 of the Code, excluding any actions taken by the Parent or Newco from and after the Closing Date.

(a)

Schedule 4.11(a) lists each employee or independent contractor of STS or any Subsidiary as of the date of this Agreement, states the total number of employees or independent contractors and shows for each such employee or independent contractor, and in the aggregate, full-time, part-time and temporary status.

(b)

Schedule 4.11(b) lists each employee or independent contractor of STS or any Subsidiary as of the date of this Agreement and shows for each such employee annual salary or hourly compensation (with historical annual compensation for the most recently completed fiscal year), accrued and

unused vacation hours and any other compensation payable (including compensation payable pursuant to bonus, incentive, deferred compensation or commission arrangements), date of employment and position. To the Knowledge of the Selling Companies, no executive employee of STS and no group of employees of STS or any Subsidiary has any plans to terminate his, her or their employment. Neither STS nor any Subsidiary has any labor relations problem pending or, to the Knowledge of the Selling Companies, threatened, and its labor relations are satisfactory.

(c)

The employment of any terminated former employee of STS or any Subsidiary has been terminated in accordance with any applicable contract terms and applicable Law, and neither STS nor any Subsidiary has any liability under any contract or applicable Law toward any such terminated employee. The transactions contemplated by this Agreement will not cause STS or any Subsidiary to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payment to any Person.

(d)

Neither STS nor any Subsidiary has made any loans (except advances for business travel, lodging or other expenses in the Ordinary Course of Business) to any employee of STS or any Subsidiary.

(e)

No employee of STS or any Subsidiary is covered by any collective bargaining agreement, and no collective bargaining agreement is being negotiated.

(f)

STS and each of the Subsidiaries has paid in full to all employees all wages, salaries, bonuses and commissions due and payable to such employees and has fully reserved in its books of account all amounts for wages, salaries, bonuses and commissions due but not yet payable to such employees.

(g)

There has been no lay-off of employees or work reduction program undertaken by or on behalf of STS or any Subsidiary in the past two years, and no such program has been adopted by STS or any Subsidiary or publicly announced, except for the termination of employment of all employees contemplated by Section 6.11(a) of this Agreement.

(a)

Schedule 4.12(a) lists each “Employee Benefit Plan” as defined in Section 3(3) of ERISA that STS or any Subsidiary maintains or sponsor or to which STS or any Subsidiary contribute or are obligated to contribute, or with respect to which STS or any Subsidiary has any current or potential obligation or liability

(b)

Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of ERISA and the Code.

(c)

All material contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Employee Benefit Plan which is an Employee Pension Benefit Plan within the meaning set forth in ERISA § 3(2).

(d)

Each such Employee Benefit Plan which is an Employee Pension Benefit Plan has received a determination letter from the Internal Revenue Service, or is a prototype plan and the prototype sponsor has received a favorable opinion letter from the Internal Revenue Service, to the effect that it meets the requirements of Code §401(a).

(e)

STS has delivered or made available to Parent correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements which implement each such Employee Benefit Plan.

(f)

There are no criminal proceedings against, and no material civil, arbitration, administrative or other proceedings or disputes by or against, the trustees, managers or administrators of the Employee Benefit Plans or STS or any Subsidiary in relation to the Employee Benefit Plans and none is pending or threatened.

(g)

Schedule 4.12(g) lists each employee of STS or any Subsidiary who is (i) absent from active employment due to short or long term disability, (ii) absent from active employment on a leave pursuant to the Family and Medical Leave Act or a comparable state Law, (iii) absent from active employment on any other leave or approved absence (together with the reason for each leave or absence) or (iv) absent from active employment due to military service (under conditions that give the employee rights to re-employment).

(h)

With respect to continuation rights arising under federal or state Law as applied to Employee Benefit Plans that are group health plans (as defined in Section 601 et seq . of ERISA), Schedule 4.12(h) lists (i) each employee, former employee or qualifying beneficiary who has elected continuation and (ii) each employee, former employee or qualifying beneficiary who has not elected continuation coverage but is still within the period in which such election may be made.

(i)

Neither STS nor any Subsidiary has any material unfunded liability under any such Employee Benefit Plan. STS has the right to modify and

terminate benefits (other than vested pension benefits) with respect to both retired and active employees under such Employee Benefit Plans. The consummation of the transactions contemplated by this Agreement will not cause accelerated vesting, payment or delivery of any payment or benefit under or in connection with any such Employee Benefit Plan or constitute a “deemed severance” or “deemed termination” under any such Employee Benefit Plan otherwise with respect to, any current or former director, officer or employee of STS or any Subsidiary.

(j)

Schedule 4.12(j) sets forth the policy of STS or any Subsidiary with respect to accrued vacation, personal and sick time and earned time off applicable to the employees and the total amount of such liabilities with respect to the employees as of the end of the pay period immediately preceding the date hereof.

(k)

Each Employee Benefit Plan that is subject to Code Section 409A has been operated and administered in good faith compliance with Code Section 409A, and all regulations, notices and other guidance of general applicability issued thereunder, from the period beginning January 1, 2005, through Closing. Neither STS nor any Subsidiary have any obligation under or with respect to any Employee Benefit Plan that is currently subject to an excise tax under Code Section 409A. There is no stock option or other stock-based right granted under any Employee Benefit Plan that is subject to Code Section 409A.

(l)

The ESOP is (i) a qualified plan and tax-exempt trust within the meaning of Sections 401(a) and 501(a) of the Code, (ii) a duly created and validly existing trust under the laws of the State of Minnesota, and applicable legal requirements, including, without limitation, Section 4975(e)(7) of the Code, Section 54.4975-11 of the Treasury Regulations, and Section 407(d)(6) of ERISA; and (iii) has all requisite power and authority to carry out the purposes and conduct the affairs for which it was created and to own its assets.

(a)

As used in this Section 4.14, the following terms have the following meanings:

(i)

“ Environmental Costs ” means any and all costs and expenditures, including any reasonable fees and expenses of attorneys and of environmental consultants or engineers incurred in connection with investigating, defending, remediating or otherwise responding to any Release of Hazardous Materials, any violation or alleged violation of Environmental Law, any fees, fines, penalties or charges associated with any Environmental Permit, or any actions necessary to comply with any Environmental Law.

(ii)

“ Environmental Law ” means any Law or Order relating to pollution, contamination, Hazardous Materials, protection of human health and the environment, or any Environmental Permit, but not including Laws or Orders relating solely to worker health and safety such as the Federal Occupational Safety and Health Act.

(iii)

“ Environmental Permit” means any permit, license, variance, exemption, registration, certificate or approval issued by or filed with any Governmental Entity pursuant to Environmental Law.

(iv)

“ Environmental Reports ” means, collectively, the documents identified on Schedule 4.14(h) and the documents prepared as part of Parent’s Environmental Review under Section 6.15 below.

(v)

“ Hazardous Materials ” means any pollutant; contaminant; dangerous, toxic or hazardous chemical or waste; dangerous, toxic or hazardous material; or dangerous, toxic or hazardous substance as defined in or otherwise governed by any Environmental Law, including any chemical waste, material, substance, pollutant or contaminant that might cause any injury to human health or to the environment or might subject the owner or operator of the Real Property to any Environmental Costs or liability under any Environmental Law.

(vi)

“ Regulatory Action ” means any actual or threatened claim, cause of action or legal proceeding with respect to STS or any Subsidiary brought or instigated by any Governmental Entity in connection with any Environmental Costs, Release of Hazardous Materials or any Environmental Law.

(vii)

“ Release ” means the spilling, leaking, disposing, burying, discharging, emitting, depositing, ejecting, leaching, escaping or any other release or threatened release, however defined, whether intentional or unintentional, of any Hazardous Material.

(viii)

“ Third-Party Environmental Claim ” means any actual or threatened claim, cause of action or legal proceeding (other than a Regulatory Action) brought or instigated by any Person based on

negligence, trespass, strict liability, nuisance, toxic tort or any other cause of action or theory relating to any Environmental Costs, Release of Hazardous Materials or any violation of Environmental Law.

(b)

To the Selling Companies’ Knowledge, no Third-Party Environmental Claim or Regulatory Action is pending or threatened, against the Real Property, STS or any of its Subsidiaries.

(c)

Except as disclosed in the Environmental Reports, all handling, transfer, transportation, treatment, or disposal of Hazardous Materials by STS or any of its Subsidiaries has been in compliance in all material respects with applicable Environmental Law.

(d)

No Real Property has ever been used by STS or the Subsidiaries, nor to the Knowledge of the Selling Companies and except as disclosed in the Environmental Reports, by any other Person, as a landfill, dump or other disposal or treatment area for Hazardous Materials.

(e)

Except as disclosed in the Environmental Reports, (i) there has not been any Release of any Hazardous Material by STS or any of its Subsidiaries on, under, about, from or in connection with the Real Property that reasonably could be expected to subject STS or any of its Subsidiaries to any material Environmental Costs or liability under Environmental Law; and (ii) the Real Property has been used and operated by STS and/or any of its Subsidiaries in compliance in all material respects with all applicable Environmental Law.

(f)

STS and each of its Subsidiaries has obtained all material Environmental Permits necessary to conduct its business as currently conducted. STS and each of its Subsidiaries has timely filed all material reports and notifications required to be filed under and pursuant to all applicable Environmental Law.

(g)

No Hazardous Materials have been generated, treated, contained, handled, located, used, manufactured, processed, buried, incinerated, deposited or stored by STS or any of its Subsidiaries on, under or about any part of the Real Property except in the ordinary course of business and in material compliance with applicable Environmental Law. To the Knowledge of the Selling Companies, except as disclosed in the Environmental Reports, (i) the Real Property contains no asbestos, urea, formaldehyde, radon at levels above natural background, PCBs or pesticides; (ii) no underground storage tanks are located on the Real Property, or have been located on the Real Property and then subsequently been removed or filled; and (iii) there are no wells or septic systems on the Real Property.

(h)

The Environmental Reports include all environmental reports and investigations that STS or any of its Subsidiaries has obtained or ordered with respect to STS, any of its Subsidiaries or the Real Property and copies have been delivered to Parent. Schedule 4.14(h) lists all Environmental Reports except those to be obtained pursuant to Section 6.15 after the execution hereof.

(i)

There is currently no unpaid Lien against STS, any of its Subsidiaries or any of the Owned Real Property in favor of any Person relating to or arising from (i) any liability under, or violation of, any applicable Environmental Law, (ii) any Release of Hazardous Materials or (iii) any imposition of Environmental Costs on STS or any of its Subsidiaries. To the Selling Companies’ Knowledge there is currently no unpaid Lien against any of the Leased Real Property in favor of any Person relating to or arising from (i) any liability of STS or any of its Subsidiaries or to the Selling Companies’ Knowledge any other Person, or violation by STS or any of its Subsidiaries or to the Selling Companies’ Knowledge any other Person, of any applicable Environmental Law, (ii) any Release of Hazardous Materials by STS or any of its Subsidiaries or to the Selling Companies’ Knowledge any other Person, or (iii) any imposition of Environmental Cost on STS or any of its Subsidiaries.

(a)

Except as set forth in Schedule 4.17(a) , neither STS nor any of its Subsidiaries is a party to any oral or written agreement or plan, including any Employee Benefits Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as described in Schedule 4.17(a) or except for any such matter that would not individually or in the aggregate be material to STS and its Subsidiaries taken as a whole, the transactions contemplated by this Agreement will not constitute a “change of control” under, require the consent from or the giving of notice to any third party pursuant to, or accelerate the vesting or repurchase rights under, the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, license, lease, contract, Scheduled Agreement (as defined in Section 4.17(b)), agreement or other instrument or obligation to which STS or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Except as set forth in Schedule 4.17(a) , there are no amounts payable by STS or its Subsidiaries to any officers of STS or its Subsidiaries (in their capacity as officers) as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination.

(b)

Except as set forth on Schedule 4.17(b) , neither STS nor any of its Subsidiaries is a party to or bound by:

(i)

any (x) lease or sublease of real property or (y) other lease or sublease providing for annual rentals of Twenty-Five Thousand Dollars ($25,000) or more;

(ii)

any agreement for the sale, purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets providing for scheduled annual payments by or to STS or its Subsidiaries of Fifty Thousand Dollars ($50,000) or more;

(iii)

any partnership, joint venture, development, alliance, agency, dealer, sales representative, marketing, distribution, or other similar agreement or arrangement;

(iv)

any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) entered into since January 1, 2002;

(v)

any mortgages, indentures, loans or credit agreements, security agreements or other written agreements or instruments relating to the borrowing of money or extension of credit;

(vi)

any material agreement with any Affiliate of STS (or any of its Subsidiaries), with any director or officer of STS or any of its Subsidiaries, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1934 Act) of any such director or officer;

(vii)

any agreement containing a non-compete agreement or other covenant that in either case would by its terms limit the freedom of the Parent, Newco or any of its Subsidiaries to compete in any material respect with any third party;

(viii)

except for negotiable instruments in the process of collection, any power of attorney outstanding or any contract, commitment or liability (whether absolute, accrued, contingent or otherwise) any agreement whereby STS or any of its Subsidiaries is a guarantor, surety, co-signer, endorser, co-maker, or indemnitor in respect of the contract or commitment of any other Person or entity;

(ix)

any leases, subleases, easements, licenses, deeds or contracts for deed or other use agreements by which STS or its Subsidiaries occupy or have the right to use or access land, tower or other structures or spaces including those rights of way and easements set forth on Schedule 4.7(k) (as such Schedule will be amended pursuant to Section 6.19), the termination of which, individually or in the aggregate, would be material to STS and its Subsidiaries taken as a whole;

(x)

any licensing or other agreements with respect to patents, trademarks, copyrights, or other intellectual properties (other than commercially available software which has a replacement value of less than Twenty-Five Thousand Dollars ($25,000));

(xi)

any investment banking agreement or financial advisory agreement; or

(xii)

any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to STS and its Subsidiaries, taken as a whole; or

(xiii)

any agreement that is not assignable or that requires notice to, or consent of, another party for an assignment to Parent or Newco pursuant to the Agreement.

(c)

Each agreement, contract, instrument, plan, lease, arrangement or commitment disclosed or required to be disclosed pursuant to Section 4.17(b) is referred to as a “ Scheduled Agreement ” and is a valid and binding agreement of STS or its Subsidiaries, as the case may be, and

is in full force and effect with respect to STS or any of its Subsidiaries, as applicable. To the Knowledge of the Selling Companies, except as set forth on Schedule 4.17(b) , each other party to any Scheduled Agreement, and neither STS nor any of its Subsidiaries is in default or breach in any material respect under the terms of any such Scheduled Agreement, which such default or breach would be material to STS and its Subsidiaries taken as a whole.

(d)

Except as otherwise disclosed on Schedule 4.17(d) , all of the indebtedness referred to in Section 4.17(b)(v) is prepayable without penalty or premium.

(a)

With respect to Tangible Property other than the Real Property, (i) the Selling Companies have good and marketable title, free and clear of all Liens except for Permitted Liens, to all of the Tangible Property used in the Business including but not limited to the Tangible Property reflected on the Latest Balance Sheet, or with respect to leased properties and assets, valid leasehold interests therein; (ii) the Selling Companies have sufficient personal property and other tangible assets to conduct the Business as presently conducted and currently proposed to be conducted; and (iii) all such Tangible Property is in operating condition, ordinary wear and tear excepted. Schedule 4.21(a) lists all material machinery, equipment and other Tangible Property other than Real Property used in the conduct of the Business as of the date of this Agreement.

(b)

No director, officer, employee or Affiliate owns or has an interest in any material asset used in the Business other than the Excluded Property (as defined in Section 6.16).

(a)

Set forth on Schedule 4.22(a) is a list of each patent or trademark registration which has been issued to STS or any of its Subsidiaries, which identifies each pending patent application or application for registration which STS or any of its Subsidiaries has made, and which identifies each material license, agreement, or other permission which STS or any of its Subsidiaries have granted to any third party with respect to each item identified in Schedule 4.22(a) . Schedule 4.22(a) also identifies each registered or unregistered trade name and registered or unregistered trademark and domain names used by STS or any of its Subsidiaries in connection with any of the Business. With respect to each item identified in Schedule 4.22(a) (and except as set forth on Schedule 4.22(a) :

(i)

STS or one of its Subsidiaries possesses all right, title, and interest in and to the item, free and clear of any Lien, license, or other restriction;

(ii)

the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and

(iii)

no action, suit, proceeding, hearing, investigation, claim or demand is pending or threatened which challenges the legality, validity, enforceability, use, or ownership of the item.

(b)

To the Selling Companies’ Knowledge, neither STS nor any Subsidiary has infringed upon any intellectual property rights of third parties, and neither STS nor any of its Subsidiaries has received any claim or demand, alleging any such infringement. To the Selling Companies’ Knowledge, except as set forth on Schedule 4.22(b) , no third party has infringed upon any intellectual property rights of STS or any Subsidiary.

(c)

Schedule 4.22(c) identifies each material item of intellectual property that any third party owns and that STS or any of its Subsidiaries uses pursuant to license, sublicense, agreement, or permission. With respect to each item identified in Schedule 4.22(c) :

(i)

the license, sublicense, agreement, or permission covering the item is valid, binding, enforceable, and in full force and effect in all material respects; and

(ii)

neither STS nor any of its Subsidiaries nor any other party to the license, sublicense, agreement, or permission is in material breach or default.

(d)

All software that is used by STS or any of its Subsidiaries or is present at any facility or on any equipment of STS or any of its Subsidiaries is owned by STS or a Subsidiary or is subject to a current license