PRIVATE AND CONFIDENTIALMerger Advisory Agreement • May 4th, 2007 • Consonus Technologies, Inc. • New York
Contract Type FiledMay 4th, 2007 Company JurisdictionKnox Lawrence International (“KLI”) understands that Consonus Acquisition Corp. (the “Corporation”), its portfolio company, is currently contemplating a Proposed Merger Transaction (“the Merger”) with Strategic Technologies Inc. (“STI”), a North Carolina based data center infrastructure services and solutions company. The said merger is the result of strategic alternatives considered by the Corporation. The purpose of this letter agreement is to set forth our mutual understanding of the terms of KLI’s engagement by the Corporation.