Exhibit 10.7


 


POST-MERGER
OPERATING AGREEMENT


 


This Post-Merger Operating Agreement (this “Agreement”)
is entered into as of January 22, 2007 (the “Effective Date”) by
and among (i) Consonus Acquisition Corp., d/b/a Consonus, a Delaware
corporation (“Consonus”), (ii) Knox Lawrence International, LLC, a
Delaware limited liability company and majority stockholder of Consonus (“KLI”),
(iii) Strategic Technologies, Inc., a North Carolina corporation (“STI”),
(iv) Michael G. Shook, William M. Shook, and Irvin Miglietta, each an
individual and a principal stockholder of STI (the “STI Stockholders”),
and (v) Consonus Technologies, Inc., a Delaware corporation (“Parent”)
(collectively, the “Parties”).


 


W I T N E
S S E T H


 


WHEREAS, the Parties
desire for Parent to be established to effect a merger transaction (“Merger”)
in which each of STI and Consonus, as the surviving entities, will become
wholly-owned subsidiaries of Parent; and


 


WHEREAS, each of STI
and Consonus have entered into certain loans in their own names with certain
Lenders (as defined below), which loans are secured by the respective assets of
STI and Consonus as more particularly described below; and


 


WHEREAS, the Parties
desire to set forth their agreement for the joint operation of their business
after the effective time of the Merger (the “Closing”) specifically to
preserve the Lenders’ security interest in the Collateral and the Lenders’
remedies under the Loan Documents without change or interruption; and


 


WHEREAS, the Lenders
have consented to the Merger; and


 


WHEREAS, the Parties
agree to operate the Companies (defined below) post-Closing pursuant to the
terms and conditions of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual benefits to be derived hereby, the representations,
warranties and covenants contained herein and other good and valuable
consideration (the receipt and sufficiency of which is hereby mutually
acknowledged by the Parties), the Parties hereto agree as follows:


 


I.              Definitions. Capitalized terms used herein shall have
the meaning given them in the Recitals or as set forth below.


 


“Access” means MRA Systems, Inc.,
d/b/a/ Access Distribution MRA Systems, Inc., d/b/a/ Access Distribution.


 


“Access Credit Agreement” means that
certain Amended and Restated Refinancing Agreement dated as of May 20,
2005, between STI and Access, as amended


 

















 


further by that certain First Amendment to Amended and Restated
Refinancing Agreement dated as of June 22, 2006.


 


“Access Collateral” means the
collateral pledged to Access by STI pursuant to the Access Security Agreement.


 


“Access Loan” means the aggregate of
the loans and trade debt issued to STI from Access pursuant to the Access
Credit Agreement.


 


“Access Security Agreement” means,
collectively, (i) that certain Amended and Restated Security Agreement
dated as of July 31, 2002, as amended May 20, 2005 and as further
amended June 22, 2006, in which STI granted to Access a first lien and
security interest in all of STI’s assets, (ii) that certain Financing
Agreement dated as of October 17, 2001, between STI and The CIT
Group/Business Credit, Inc., which interest was assigned to Access on April 12,
2002, and (iii) a subordinate lien on certain North Carolina real property
owned by STI pursuant to that North Carolina Deed of Trust executed by STI in
favor of Access dated June 3, 2003.


 


“Collateral” means, collectively, the
Access Collateral and the US Bank Collateral.


 


“Company” means, individually or in
the aggregate, Consonus, STI, or Parent.


 


“Consonus-Utah” means Consonus, Inc.,
a Utah corporation.


 


“Consonus-Utah Loan” means that
certain loan issued to Consonus by Consonus-Utah in the original principal
amount of $3,550,000 evidenced by that certain Secured Promissory Note dated May 31,
2005.


 


“Consonus-Utah Security Agreement”
means that certain Security Agreement between Consonus and Consonus-Utah dated
as of May 31, 2005 to secure Consonus’ obligations under the Consonus-Utah
Loan by a lien on all of Consonus’ properties and assets, subordinate only to
the lien granted to US Bank under the US Bank Security Agreement.


 


“IPO” means the initial public
offering of the common stock of Parent or its successor on the Toronto Stock
Exchange, London Stock Exchange Alternative Investment Market or such other
public exchange or market as agreed to by the Parties.


 


“Lender” means, individually or
collectively as the context requires, Access, US Bank, Sun Microsystems, and
Consonus-Utah.


 


“Loans” means the debt issued to STI
or Consonus pursuant to any of the Access Credit Agreement, Sun Restructuring
Agreement, US Bank Credit Agreement and Consonus-Utah Loan.


 


2

















 


“Loan Documents” means each of the
credit agreements, loan agreements, notes and security agreements executed by
STI or Consonus respecting the Loans.


 


“Operating Companies” means STI and
Consonus.


 


“Person” means any individual or
entity, including, without limitation, a corporation, limited liability
company, partnership, trust or governmental entity.


 


“US Bank Collateral” means the collateral
pledged to US Bank by Consonus pursuant to the US Bank Security Agreement.


 


“US Bank Security Agreement” means
that certain security agreement dated as of May 31, 2005, between Consonus
and US Bank in which Consonus granted to US Bank a first lien and security
interest in all of Consonus’ personal property.


 


“US Bank Loan” means the aggregate
$13,000,000 term and revolving credit facility issued to Consonus by US Bank
pursuant to the US Bank Credit Agreement.


 


“US Bank Credit Agreement” means that
certain Credit Agreement dated as of May 31, 2005 between Consonus and US
Bank to finance a portion of Consonus’ acquisition of certain Questar
Corporation assets and to provide working capital needs.


 


“Senior Lenders” means either or both
of US Bank or Access.


 


“Stockholders” means the STI
Stockholders and KLI.


 


“Sun Loan” means the debt extended to
STI by Sun Microsystems pursuant to the Sun Restructuring Agreement, which loan
is secured by a lien on STI assets subordinate to the lien granted to Access.


 


“Sun Microsystems” means Sun
Microsystems, Inc., a Delaware corporation.


 


“Sun Restructuring Agreement” means
that certain Restructuring Agreement among Sun Microsystems, STI and Access
dated as of July 14, 2003, which governs the Sun Loan.


 


“Termination Date” means the date on
which the Access Loan terminates or the Parties and Access amend the Access
Loan in a mutually agreeable manner.


 


II.            Reaffirmation of Loan Documents.


 


A.            Ratification. Except as expressly
stated herein or as modified by the Operating Companies and their respective
Lenders in contemplation of the Merger, the Loan Documents are and shall remain
unchanged and in full force and effect. Neither the Merger nor this Agreement
is intended to be nor shall it constitute a novation or accord and satisfaction
of the Loan Documents or of the indebtedness secured thereby. STI and


 


3

















 


Consonus hereby restate, ratify, confirm and approve the Loan Documents
and each Operating Company agrees that the Loan Documents to which they are a
party constitute the valid and binding obligation and agreement of the
applicable Operating Company, enforceable by the applicable Lender in
accordance with their respective terms.


 


B.            No Defense. Each Operating Company
hereby agrees that the execution of this Agreement shall not be raised as and
shall not constitute a defense or a claim to any subsequent exercise by a
Lender of its rights and remedies under the Loan Documents to which it is a
party.


 


C.            No Modification of Collateral. Neither
the Merger nor this Agreement are intended, and they shall not be construed, to
effect any change in or to the Collateral securing the Loans or the perfection
and priority of lien held by the applicable Lender prior to Closing. The
Parties intend that all of the Collateral securing the Loans prior to Closing
shall remain subject to the same lien and priority as security for such Loans
after Closing.


 


III.           Joint Management of Companies.


 


A.            To realize the efficiencies created by the
Merger, the Companies intend to pool certain management functions in the Parent
which will continue to operate the business through its legally separate and
distinct subsidiaries, STI and Consonus; provided, however, that in no event
shall any management, monitoring or other similar fees payable to KLI or its
affiliates be so pooled or otherwise allocated to STI. The Parties agree to
segregate the finances and assets of the Companies in the manner set forth
herein. Each Operating Company will bear its own management costs post-Closing,
including, but not limited to employee salaries and benefits, consistent
generally with their current costs.


 


B.            The Companies agree to allocate fairly and
reasonably among the Companies, on an arms-length basis, shared expenses, including
shared office space and corporate personnel, and to record and pay for such
costs separately as individual expenses and revenues of the appropriate
Operating Company. To reflect these allocations, the Companies agree to
establish separate inter-Company records and accounts to record and allocate
all shared costs. Inter-Company accounts and allocations of shared expenses
among the Companies will be established by mutual agreement of the Companies,
and will be on terms which are intrinsically fair and are no less favorable
than would be obtained in a comparable arm’s-length transaction with an
unrelated third party.


 


C.            Under those circumstances in which an
Operating Company uses any of the resources of the other Operating Company, the
Operating Company receiving such resources will pay the other Operating Company
the fair value, calculated on an arm’s length basis, of the resources provided.


 


4

















 


D.            To insure the highest level of post-Closing
customer satisfaction, each Operating Company, in consultation with Parent,
shall continue to control all of its communications with, and decisions
relating to, its customers and prospective customers. To the extent the
Operating Companies have mutual customers or prospective customers, the
Operating Companies shall consult with each other and Parent and develop a
mutually acceptable customer communications policy whereby each Operating
Company will control all communications relating to its respective business,
with prompt notice to the other Operating Company of any customer inquiries or
other communications relating to such other Operating Company’s business. To
the extent a customer of one Operating Company desires to acquire products or
services of the other Operating Company, the Operating Companies shall use all
reasonable efforts to facilitate such a transaction or transactions; provided,
however, that the Operating Company with the original relationship with such
customer shall be given credit for the additional revenue generated through the
provision of such products or services by the other Operating Company (which
other Operating Company shall provide such products or services as a
subcontractor or pursuant to such other arrangement as is mutually agreed to by
the Operating Companies). Notwithstanding the foregoing, the Parties
acknowledge that STI has certain restrictions on selling products that will
require it to sell directly to the end user, even if such end user is a
Consonus customer. Under such circumstances, the Operating Companies will agree
upon a reasonable fee to be paid by STI to Consonus, such as a finder’s fee.


 


E.             To insure continuity of management
post-Closing, Parent and Stockholders agree that Parent’s management will
consist initially of Michael G. Shook, Chief Executive Officer, William M.
Shook, Executive Vice President of Sales & Marketing, and Karen
Bertaux, Vice President of Operations, Mergers and Acquisitions and Investor
Relations, along with Daniel Milburn, as Senior Vice President of Hosting and
Infrastructure Services, and Robert Muir as Vice President and Chief Financial
Officer.


 


F.             Parent and Stockholders further agree that
the management and Board of Directors of the Operating Companies immediately
after Closing shall be as follows:


 


	
  Operating
  Company

  	
   

  	
  Board of Directors

  	
   

  	
  Management

  
	
  STI

  	
   

  	
  Michael G. Shook

  William M. Shook

  Irvin Miglietta

  	
   

  	
  Michael G. Shook

  (CEO/President)

  William M. Shook (Vice

  President Sales/Marketing)

  Karen Bertaux (Vice

  President Finance/CFO)

  James Togher (VP of

  Solutions Consulting and

  Delivery)

  Mark Arnold (VP of

  Enterprise Services)

  
	
  Consonus

  	
   

  	
  Nana Baffour

  	
   

  	
  Daniel Milburn (COO)

  
	
   

  	
   

  	
  Johnson Kachidza

  	
   

  	
  Robert Muir (CFO)

  



 


5

















 


Parent and Stockholders also agree that following the Closing (i) the
directors of the Operating Companies shall not be removed by Parent, (ii) that
any new member of the Board of Directors of an Operating Company shall be
selected by the other directors of such Operating Company then in office, and (iii) management
of each Operating Company shall be appointed by its Board of Directors.


 


IV.           Covenants Regarding Segregation of Businesses and Assets. Prior to the Termination Date, absent the
prior written consent of the Senior Lenders, the Parties agree as follows:


 


A.            Separate Legal Existence. The
Parties shall maintain the separate legal existence of each Company. Each
Company shall hold itself out and identify itself as a separate and distinct
entity under its own name and not as a division or part of any other
Person (except as a subsidiary of Parent). The Companies shall conduct their
business under their respective corporate names. Parent shall not hold in its
name any interest in any of the assets or liabilities of the Operating
Companies or the proceeds of the assets and liabilities of the Operating
Companies. Neither the Parent nor the Stockholders shall be obligated to
contribute capital to the Operating Companies.


 


B.            Organization Documents. Except to
the extent contemplated by the IPO, neither Parent nor the Stockholders shall
amend the Certificate or Articles of Incorporation or By-laws of any Company.


 


C.            Segregation of Entities and Properties.
The Companies agree to segregate the assets of each Company and account for
such assets and the proceeds thereof separately. As such, the Companies agree
to:


 


(i)            maintain the accounts,
books and records of each Company separately from any other Person and for each
Company to file its own tax returns;


 


(ii)           maintain the books,
records, resolutions and agreements of each Company as the official records of
each Company;


 


(iii)          segregate and not
commingle the funds or assets of any one Company with those of any other
Person;


 


(iv)          hold the assets of each
Company separately in the corporate name of the respective Company;


 


(v)           conduct the business of
each Company in name of such Company;


 


(vi)          maintain the financial
statements, accounting records and other Company documents of each Company
separate from any other Person; provided, however, that Parent may consolidate
the financial statements of the


 


6

















 


Operating Companies so long as such
consolidated statements clearly indicate that the assets of STI are unavailable
for the payment of the liabilities of Parent and Consonus, and that the assets
of Consonus are unavailable for the payment of the liabilities of Parent and
STI;


 


(vii)         pay the liabilities of
each Company, including the salaries of each Company’s employees, solely out of
the funds and assets of the respective Company;


 


(viii)        observe all corporate
formalities separately for each Company;


 


(ix)           maintain an arm’s-length
relationship among each Company and with their affiliates;


 


(x)            require the Companies
to maintain their assets in such a manner that it will not be costly or
difficult to segregate, ascertain or identify their individual assets from
those of any other Person;


 


(xi)           prohibit the Companies
from making loans or advances to any Person (including inter-Company advances)
unless such loans or advances are permitted in the Loan Documents;


 


(xii)          prohibit each Company
from entering into or being a party to, any transaction with such other Company
or the Stockholders except in the ordinary course of such Company’s business
and on terms which are intrinsically fair and are no less favorable to it than
would be obtained in a comparable arm’s-length transaction with an unrelated
third party; and


 


(xiii)         abide by the covenants,
conditions and agreements set forth in their respective Loan Documents.


 


D.            Merger or Sale of Stock. Except to
the extent permitted by the Loan Documents, Merger Agreement or contemplated by
the IPO, neither Parent nor the Stockholders shall merge any of the Companies,
or sell all or substantially all of the assets or shares of any Company.


 


E.             Dissolution, Winding Up, Bankruptcy.
Parent shall not (i) engage in, seek or consent to any dissolution,
winding up, liquidation, or file a bankruptcy, insolvency or reorganization
petition or otherwise institute insolvency proceedings or otherwise seek any
relief under any laws relating to the relief from debts or the protection of
debtors generally, (ii) seek or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator, custodian or any similar official
for it or for all or any portion of its properties, or (iii) make any
assignment for the benefit of its creditors.


 


V.            Term and Termination. This
Agreement shall be effective as of the Effective Date and shall continue until
the Termination Date.


 


7

















 


VI.           Effect and Priority of Documents.


 


A.            This
Agreement is intended to guide the post-Closing performance of the Parties’
respective obligations, covenants and duties to each other consistent with the
segregation of the Access Collateral and the U.S. Bank Collateral and the terms
of the applicable Loan Documents. As such, this Agreement supplements, rather
than supplants, the Loan Documents, it being the Parties’ intention to preserve
the Operating Companies’ obligations under the Loan Documents and the Lenders’
security interests in each Operating Company’s respective Collateral after the
Closing.


 


B.            Agreement as
Policy. This Agreement shall constitute the post-Closing policy
and procedure of each Company, which policy shall not be subject to amendment
or terminated except as otherwise set forth herein. The Parties agree that the
failure of any employee of a Company to comply with the authority, policies or
procedures set forth in this Agreement would constitute the failure of an
employee to comply with a Company policy or procedure with resulting
disciplinary action.


 


VII.         Miscellaneous.


 


A.            Time. Time shall be of the essence
hereof.


 


B.            Notices. All notices and other
communications hereunder (collectively, “Notice”), shall be in writing
and shall be deemed given (i) on the date of delivery, if delivered
personally (ii) on the date of confirmation of receipt, if delivered by
commercial delivery service, or mailed by registered or certified mail (return
receipt requested) or (iii) on the date of confirmation of receipt, if
sent via facsimile to the parties at the following address (or at such other
address for a party as shall be specified by like notice):


 


	
  To STI:

  	
   

  	
  Strategic Technologies, Inc.

  
	
   

  	
   

  	
  301 Gregson Drive

  
	
   

  	
   

  	
  Cary, North Carolina 27511

  
	
   

  	
   

  	
  Attn: Chief Executive Officer

  
	
   

  	
   

  	
  Facsimile No.: (919) 379-8000

  
	
   

  	
   

  	
  Telephone No.: (919) 379-8100

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Wyrick Robbins Yates & Ponton, LLP

  
	
  (which shall not constitute notice)

  	
   

  	
  4101 Lake Boone Trail, Suite 300

  
	
   

  	
   

  	
  Raleigh, North Carolina 27607

  
	
   

  	
   

  	
  Attn: Lisa D. Inman, Esq.

  
	
   

  	
   

  	
  Facsimile No.: (919) 781-4865

  
	
   

  	
   

  	
  Telephone No.: (919) 781-4000

  



 


8

















 


	
  To Consonus:

  	
   

  	
  Consonus Acquisition Corp.

  
	
   

  	
   

  	
  180 East 100 South

  
	
   

  	
   

  	
  Salt Lake City, Utah 84111

  
	
   

  	
   

  	
  Attn: Chief Executive Officer

  
	
   

  	
   

  	
  Facsimile No.: (801) 617-2980

  
	
   

  	
   

  	
  Telephone No.: (801) 617-2998

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Greenberg Traurig, LLP

  
	
  (which shall not constitute notice)

  	
   

  	
  3290 Northside Parkway, Suite 400

  
	
   

  	
   

  	
  Atlanta, Georgia 30327

  
	
   

  	
   

  	
  Attn: Theodore I. Blum, Esq.

  
	
   

  	
   

  	
  Facsimile No.: (678) 553-2621

  
	
   

  	
   

  	
  Telephone No.: (678) 553-2620

  
	
   

  	
   

  	
   

  
	
  To Stockholders:

  	
   

  	
  Knox Lawrence International, LLC

  
	
   

  	
   

  	
  445 Park Avenue, 20th Floor

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attn: Chairman

  
	
   

  	
   

  	
  Facsimile No.: (212) 792-0958

  
	
   

  	
   

  	
  Telephone No.: (212) 792-0920

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Michael G. Shook

  
	
   

  	
   

  	
  William M. Shook

  
	
   

  	
   

  	
  Irvin J. Miglietta

  
	
   

  	
   

  	
  301 Gregson Drive

  
	
   

  	
   

  	
  Cary, North Carolina 27511

  
	
   

  	
   

  	
  Facsimile No.: (919) 781-4865

  
	
   

  	
   

  	
  Telephone No.: (919) 781-4000

  



 


C.            Assignment. Neither this Agreement
nor any rights or obligations hereunder may be assigned by any Party
hereto without the prior written consent of all other Parties.


 


D.            Further Assurances. The Parties
hereto shall, with reasonable diligence, do all such things, provide all such
reasonable assurances, and execute such additional documents or instruments as may be
required by any other Party and as may be reasonably necessary or
desirable to effect the purpose of this Agreement and carry out its provisions.


 


E.             Headings; Definitions. The
descriptive headings of the several paragraphs of this Agreement are inserted
for convenience only, are not part of this Agreement and do not in any way
limit or amplify the terms or provisions of this Agreement.


 


F.             Integration. This Agreement and the
Loan Documents referenced herein (all of which are incorporated by reference as
integral elements hereof) constitute the entire agreement between the Parties
with respect to the subject matter contained herein


 


9

















 


and supersedes all agreements, representations and understandings of
the Parties with respect to the subject matter hereof.


 


G.            No Third Party Beneficiaries. This
Agreement is entered into solely for the benefit of the Parties hereto and the
Lenders, and no term, provision or covenant hereunder shall confer or be deemed
to confer a benefit on any other Person, other than the Parties and the
Lenders.


 


H.            Modification and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by all Parties hereto No waiver of any provision of this
Agreement shall constitute, or be deemed to constitute, a waiver of any other
provision, nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the Party granting the waiver.


 


I.              Governing Law. This Agreement
shall be governed by and interpreted under Delaware law without regard to the
conflicts of law principles of such jurisdiction.


 


J.             Attorneys’ Fees; Remedies. In the
event any action at law or in equity or other proceeding is brought to
interpret or enforce this Agreement, or in connection with any provision of
this Agreement, the prevailing party shall be entitled to its reasonable
attorneys’ fees and other costs reasonably incurred in such action or
proceeding. The grant of any specific remedy hereunder shall be in addition to
any other remedies that would be available to a Party arising in equity or at
law.


 


K.            Number; Gender. Unless the context
otherwise requires, the singular includes the plural and vice versa, and the
masculine, feminine and neuter include each other.


 


L.             Severability. Each article,
section, subsection and lesser section of this Agreement constitutes
a separate and distinct undertaking, covenant or provision hereof. In the event
that any provision of this Agreement shall finally be determined to be
unlawful, such provision shall be deemed severed from this Agreement, but every
other provision of this Agreement shall remain in full force and effect.


 


M.           Recitals. Each Party hereto
acknowledges and agrees that the recitals set forth at the beginning of this
Agreement are true and correct in all respects and are incorporated herein by
reference.


 


N.            No Party Deemed Drafter. Each Party
to this Agreement acknowledges that such Party has been represented by legal
counsel in preparation of this Agreement. If this Agreement or any provision
hereof is interpreted by a court of law, no provision hereof shall be construed
more harshly against any Party as drafter.


 


O.            Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which shall together


 


10

















 


constitute one and the same instrument. Facsimile signatures shall be
treated as if they are original signatures.


 


P.             No Partnership Implied; Limited
Relationship. Notwithstanding anything contained in this Agreement among
the Parties, whether express, implied or otherwise, it is understood and agreed
that each of STI, Consonus and Parent are at all times acting and performing
hereunder independently and that nothing herein shall be deemed to create a
partnership, joint venture or other relationship; except that this Agreement
reflects the policy of the Companies respecting the post-Closing operations of
the Companies.


 


[Signature Page Follows]


 


11

















 


IN WITNESS WHEREOF, the Parties have executed
this Post-Merger Operating Agreement as of the Effective Date.


 


	
   

  	
   

  	
  CONSONUS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consonus Acquisition Corp., d/b/a/ Consonus

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Nana Baffour

  	
   

  
	
   

  	
   

  	
   

  	
    Nana
  Baffour, Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KLI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Knox Lawrence International, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Nana Baffour

  	
   

  
	
   

  	
   

  	
   

  	
    Nana
  Baffour, Managing Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Strategic Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Michael G. Shook

  	
   

  
	
   

  	
   

  	
   

  	
    Michael
  G. Shook, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STI STOCKHOLDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Michael G. Shook

  	
   

  
	
   

  	
   

  	
  Michael G. Shook

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/William M. Shook

  	
   

  
	
   

  	
   

  	
  William M. Shook

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Irvin J. Miglietta

  	
   

  
	
   

  	
   

  	
  Irvin J. Miglietta

  
							



 


SIGNATURE PAGE TO
POST-MERGER OPERATING AGREEMENT


 

















 


	
   

  	
   

  	
  PARENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consonus Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Michael G. Shook

  	
   

  
	
   

  	
   

  	
   

  	
  Michael G. Shook, Chief Executive Officer

  



 


SIGNATURE PAGE TO
POST-MERGER OPERATING AGREEMENT (CONTINUED)


 

















 




ACKNOWLEDGMENT OF CONTINUATION OF

POST-MERGER OPERATING AGREEMENT




 




THIS
ACKNOWLEDGMENT OF CONTINUATION OF POST-MERGER OPERATING AGREEMENT (this “Acknowledgment”)
is made and entered into this 8th day of October, 2007 by and
among (i) Consonus Acquisition Corp., d/b/a Consonus, a Delaware
corporation, (ii) Knox Lawrence International, LLC, a Delaware limited
liability company, (iii) Strategic Technologies, Inc., a North Carolina
corporation (“STI”), (iv) Michael G. Shook, William M.
Shook, and Irvin Miglietta, each an individual and a former principal
stockholder of STI, and (v) Consonus Technologies, Inc., a Delaware
corporation (collectively, the “Parties”).




 




RECITALS




 




A.            The Parties hereto
are parties to that certain Post-Merger Operating Agreement dated as of January 22,
2007 (the “Operating Agreement”).




 




B.            The Parties desire
to acknowledge and clarify that the Fourth Amendment to Amended and Restated
Refinancing Agreement by and between STI and Avnet, Inc., (the “4th
Amendment”) is not intended to terminate the Operating Agreement.




 




AGREEMENTS




 




NOW,
THEREFORE, in consideration of the recitals, the mutual covenants and
agreements set forth herein and in the Operating Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:




 




1.             The Parties hereby acknowledge and
agreement that the 4th Amendment does not trigger the Termination
Date under the Operating Agreement, and that the Operating Agreement continues
unimpaired, unaffected and unchanged in any respect.




 




2.             This Acknowledgment may be executed
in several counterparts and delivered by facsimile or email transmission, each
of which shall be deemed an original, but which counterparts shall together
constitute one and the same Acknowledgment.




 




[THE NEXT PAGE IS THE SIGNATURE PAGE]




 

















 




IN WITNESS
WHEREOF, the Parties have executed this Acknowledgment of Continuation of
Post-Merger Operating Agreement as of the date first set forth above.




 




	
   

  	
  Consonus
  Acquisition Corp., d/b/a Consonus

  
	
   

  	
  By:

  	
  /s/ NANA BAFFOUR

  
	
   

  	
   

  	
  Nana
  Baffour, Chairman

  
	
   

  	
  Knox
  Lawrence International, LLC

  
	
   

  	
  By:

  	
  /s/ NANA BAFFOUR

  
	
   

  	
   

  	
  Nana
  Baffour, Managing Principal

  
	
   

  	
  Consonus
  Technologies, Inc.

  
	
   

  	
  By:

  	
  /s/ MICHAEL G. SHOOK

  
	
   

  	
   

  	
  Michael G.
  Shook, Chief Executive Officer

  
	
   

  	
  Strategic
  Technologies, Inc.

  
	
   

  	
  By:

  	
  /s/ MICHAEL G. SHOOK

  
	
   

  	
   

  	
  Michael G.
  Shook, Chief Executive Officer

  
	
   

  	
  /s/ MICHAEL
  G. SHOOK

  
	
   

  	
  Michael G.
  Shook

  
	
   

  	
  /s/ WILLIAM
  M. SHOOK

  
	
   

  	
  William M.
  Shook

  
	
   

  	
  /s/ IRVIN J.
  MIGLIETTA

  
	
   

  	
  Irvin J.
  Miglietta