SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2006 • Sun Solunet LLC • Computer storage devices • New York
This Securities Purchase Agreement together with all schedules and exhibits, (this “Agreement”) is dated as of February 28, 2006, among San Holdings, Inc., a Colorado corporation (the “Company”), and each Purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”), each a “party” and collectively the “parties.”
COMMON STOCK PURCHASE WARRANT To Purchase 29,416,726 Shares of Common Stock of SAN HOLDINGS, INC.Warrant Agreement • March 10th, 2006 • Sun Solunet LLC • Computer storage devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Sun Solunet, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from San Holdings, Inc., a Colorado corporation (the “Company”), up to 29,416,726 shares (the “Warrant Shares”) of Common Stock, no par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.50, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein sh
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2006 • Sun Solunet LLC • Computer storage devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 28, 2006, by and among SAN Holdings, Inc., a Colorado corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
SUN SOLUNET, LLC Suite 470 Boca Raton, FL 33486 March 2, 2006Securities Purchase Agreement • March 10th, 2006 • Sun Solunet LLC • Computer storage devices
Reference is made to that certain Securities Purchase Agreement, dated as of February 28, 2006 (“Securities Purchase Agreement”), by and among SAN Holdings, Inc., a Colorado corporation (the “Company”), and each of the purchasers identified on the signature pages thereto (each, a “Purchaser” and collectively the “Purchasers”). Capitalized terms used but not defined herein have the respective meanings set forth in the Securities Purchase Agreement.
SUN CAPITAL PARTNERS II, LPGuaranty Agreement • March 28th, 2005 • Sun Solunet LLC • Computer storage devices • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2003, by and among SAN Holdings, Inc., a Colorado corporation (“SANZ”), SAN Merger Subsidiary, Inc., a Delaware corporation, Sun Solunet, LLC, a Delaware limited liability company (“Sun”), and Solunet Storage Holding Corp., a Delaware corporation (“Holding”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.
SUN CAPITAL PARTNERS II, LPLetter Agreement • March 10th, 2006 • Sun Solunet LLC • Computer storage devices • Delaware
Reference is made to that (i) certain letter agreement, dated as of March 31, 2003, by and between, Sun Capital Partners II, LP, a Delaware limited partnership (the “Fund”), and SAN Holdings, Inc., a Colorado corporation (“SANZ”), as amended on November 23, 2005 (the “Letter Agreement”), agreed and accepted by Sun Solunet, LLC, a Delaware limited liability company (“Sun”); and (ii) certain Loan Authorization Agreement, dated as of May 16, 2003 (as amended to date, the “Sun Loan”), pursuant to which SANZ previously borrowed the aggregate principal amount of $14,000,000 from Sun, as assignee of Harris N.A., as successor to Harris Trust and Savings Bank due to merger. Capitalized terms used herein without definition have the meanings ascribed to them in the Letter Agreement.
