CONSONUS TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT FOR ROBERT McCARTHYRestricted Stock Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • Delaware
CONSONUS TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of , 2007, by and between Consonus Technologies, Inc. a Delaware corporation (the “Corporation”), and (“Indemnitee”).
AMENDED AND RESTATED REFINANCING AGREEMENTRefinancing Agreement • November 16th, 2007 • Consonus Technologies, Inc. • Computer storage devices • North Carolina
This Amended and Restated Refinancing Agreement (the “Agreement”) is made as of this 20th day of May, 2005 by STRATEGIC TECHNOLOGIES, INC., a North Carolina corporation (“‘Strategic”) and MRA SYSTEMS, INC., d/b/a ACCESS DISTRIBUTION, a Delaware corporation (“Access”).
POST-MERGER OPERATING AGREEMENTPost-Merger Operating Agreement • November 16th, 2007 • Consonus Technologies, Inc. • Computer storage devices • Delaware
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”).
SUN SERVICEMANAGERSM AGREEMENTSun Servicemanager Agreement • December 21st, 2007 • Consonus Technologies, Inc. • Computer storage devices • California
This Sun ServiceManagerSM Agreement (“Agreement”) is entered into between Sun Microsystems, Inc., with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Strategic Technologies, Inc., with its principal place of business at 301 Gregson Drive Cary, North Carolina 27511 (“Reseller”). Reseller is an authorized Sun Direct Value Added Reseller (“DVAR”) or Indirect Value Added Reseller (“IVAR”) (Reseller Agreement No CS-US-004107-R) in the United States.
GRAPHIC] VERITAS Solutions Provider AgreementSolutions Provider Agreement • December 21st, 2007 • Consonus Technologies, Inc. • Computer storage devices • California
This VERITAS SOLUTIONS PROVIDER AGREEMENT (“Agreement”), is entered into as of the date of the last signature below (“Effective Date”), by and between VERITAS Software Global Corporation, a Delaware corporation having a place of business at 350 Ellis Street, Mountain View, CA 94043, (“VERITAS”) and STRATEGIC TECHNOLOGIES, a NORTH CAROLINA corporation, having a place of business at 301 GREGSON DRIVE CARY, NC 27511 (“Solutions Provider”).
Avnet distribution agreementDistribution Agreement • December 21st, 2007 • Consonus Technologies, Inc. • Computer storage devices
This Addendum to the Terms and Conditions (“Addendum”) is made as of the 1 day of May, 2007 (the “Effective Date”) by and between Avnet Inc. dba Avnet Technology Solutions (“Avnet”) and Strategic Technologies, Inc. (“Reseller”) (collectively, “the Parties”). Terms and Conditions were effective on July 6, 2006 (“Terms and Conditions”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2007 • Consonus Technologies, Inc. • North Carolina
EMPLOYMENT AGREEMENT (this "Agreement"), made this 22 day of January, 2007 (the "Execution Date"), by and between, Consonus Technologies, Inc., a Delaware corporation ("Parent"), having offices at 301 Gregson Drive, Cary, North Carolina 27511 and Michael G. Shook, an individual residing at 107 Avenue of the Estates Cary NC 27511 ("Executive").
3,000,000 Shares CONSONUS TECHNOLOGIES, INC. COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2008 • Consonus Technologies, Inc. • Computer storage devices • New York
Consonus Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 3,000,000 common shares of the Company (the “Firm Shares”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 4th, 2007 • Consonus Technologies, Inc.
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made and entered into as of January 22, 2007, by and among Consonus Acquisition Corp., a Delaware corporation (“Consonus”), Strategic Technologies, Inc., a North Carolina corporation (“STI”), Consonus Technologies, Inc., a Delaware corporation (the “Company”), CAC Merger Sub, Inc., a Delaware corporation and a wholly and directly owned subsidiary of the Company (“CAC Merger Sub”), and STI Merger Sub, Inc., a North Carolina corporation and a wholly and directly owned subsidiary of the Company (“STI Merger Sub” and, together with CAC Merger Sub, the “Merger Subs”). Knox Lawrence International, LLC, a Delaware limited liability company (the “Consonus Principal Stockholder”), is executing this Amendment for the sole purpose of acknowledging and agreeing to the amendments to Exhibit K as discussed below and attached hereto.
ASSET PURCHASE AGREEMENT by and between CONSONUS, INC. (“Seller”) and CONSONUS ACQUISITION CORP. (“Purchaser”) DATED AS OF MAY 31, 2005Asset Purchase Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Utah
ASSET PURCHASE AGREEMENT, dated as of May 31, 2005 (this “Agreement”), by and between Consonus, Inc., a Utah corporation (the “Seller”), and Consonus Acquisition Corp., a Delaware Corporation (the “Purchaser”).
CONSONUS TECHNOLOGIES, INC. DEFERRED STOCK AGREEMENT FORDeferred Stock Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Delaware
This DEFERRED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of , by and between CONSONUS TECHNOLOGIES, INC., a company organized under the laws of the State of Delaware (“Company”) and (the “Recipient”).
CONSONUS ESCROW AGREEMENTEscrow Agreement • May 4th, 2007 • Consonus Technologies, Inc. • North Carolina
THIS CONSONUS ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into this 22 day of January, 2007, by and among Consonus Technologies, Inc. (the “Company”), Consonus Acquisition Corp., a Delaware corporation (“Consonus”) Knox Lawrence International, LLC, a Delaware limited liability company (the “Consonus Holders’ Agent”), Strategic Technologies, Inc., a North Carolina corporation (“STI”), and Branch Banking and Trust Company, a North Carolina banking corporation (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • North Carolina
This EMPLOYMENT AGREEMENT is made and entered into as of February 25, 2008, by and between CONSONUS TECHNOLOGIES, INC., a North Carolina corporation (the “Company”), and MICHAEL BUCHEIT, an individual residing in Quebec, Canada (“Employee”).
6,000,000 Shares CONSONUS TECHNOLOGIES, INC. COMMON SHARES UNDERWRITING AGREEMENT n, 2007Underwriting Agreement • November 16th, 2007 • Consonus Technologies, Inc. • Computer storage devices • New York
Merriman Curhan Ford & Co. Oppenheimer & Co. Jesup & Lamont Securities Corp. Blackmont Capital Inc. c/o Merriman Curhan Ford & Co. 600 California Street, 9th Floor San Francisco, CA 94108
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • December 21st, 2007 • Consonus Technologies, Inc. • Computer storage devices • Utah
This Assignment and Assumption of Lease (collectively “Assignment”) is dated for reference purposes November 19, 2007, and is entered into by and between Boyd Enterprises Utah, L.L.C. a Utah limited liability company (“Lessor”), whose address is c/o 1946 E. Edinger, Santa Ana, California 92705, LabOne Inc. a Missouri corporation (“Assignor”), whose address is 1201 South Collegeville Road CV-3035, Collegeville, PA 19426 and Consonus Acquisition Corp., a Delaware corporation (“Assignee”), whose address is 245 Park Avenue, 39th Floor, New York, NY 10167, who agree as follows:
January 22, 2007Merger Agreement • May 4th, 2007 • Consonus Technologies, Inc.
As you are aware, Consonus Acquisition Corp, (“Consonus”), Consonus Technologies, Inc., a Delaware corporation (“Parent”), Strategic Technologies, Inc., a North Carolina corporation (“STI”), CAC Merger Sub, Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“CAC Merger Sub”), and STI Merger Sub, Inc., a North Carolina corporation and wholly-owned subsidiary of Parent (“STI Merger Sub”) entered into a Merger Agreement, dated as of October 18, 2006 (the “Merger Agreement”). Pursuant to the Merger Agreement, CAC Merger Sub will merge with and into Consonus and the separate corporate existence of CAC Merger Sub will thereupon cease and Consonus will continue as the surviving corporation and AS a wholly owned subsidiary of Parent and STI Merger Sub will merge with and into STI and the separate corporate existence of STI Merger Sub will thereupon cease and STI will continue as the surviving corporation and as a wholly owned subsidiary of Parent (the “Mergers”). After the Merg
VOTING AGREEMENTVoting Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is effective as of January 22, 2007, among Consonus Technologies, Inc., a Delaware corporation (the “Company”), Knox Lawrence International, LLC, a Delaware limited liability company (“KLI”) and those Persons listed on Exhibit A attached hereto (each a “Significant Stockholder”; KLI and each Significant Stockholder, a “Stockholder”).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is effective as of January 22, 2007, among Consonus Technologies, Inc., a Delaware corporation (the “Company”), Knox Lawrence International, LLC, a Delaware limited liability company (“KLI”) and those Persons listed on Exhibit A attached hereto (each a “Significant Stockholder”; KLI and each Significant Stockholder, a “Stockholder”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Utah
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 22nd day of January, 2007 by and among DANIEL MILBURN, a resident of the state of Utah (“Daniel”), CONSONUS ACQUISITION CORP., a Delaware corporation (“Consonus”), and CONSONUS TECHNOLOGIES, INC., a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CONSONUS ACQUISITION CORP. STRATEGIC TECHNOLOGIES, INC., CAC MERGER SUB, INC., STI MERGER SUB, INC., AND CONSONUS TECHNOLOGIES, INC. October 18, 2006Merger Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, made and entered into as of October 18, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among Consonus Acquisition Corp., a Delaware corporation (“Consonus”), Strategic Technologies, Inc., a North Carolina corporation (“STI”), Consonus Technologies, Inc., a Delaware corporation (the “Company”), CAC Merger Sub, Inc., a Delaware corporation and a wholly and directly owned subsidiary of the Company (“CAC Merger Sub”), STI Merger Sub, Inc., a North Carolina corporation and a wholly and directly owned subsidiary of the Company (“STI Merger Sub” and, together with CAC Merger Sub, the “Merger Subs”), and Knox Lawrence International, LLC, as the Consonus Holders’ Agent, and Irvin J. Miglietta, as the STI Holders’ Agent, for the purposes of Article VII only.
6,000,000 Shares CONSONUS TECHNOLOGIES, INC. COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2007 • Consonus Technologies, Inc. • Computer storage devices • New York
FIFTH AMENDMENT TO AMENDED AND RESTATED REFINANCING AGREEMENTRefinancing Agreement • July 24th, 2008 • Consonus Technologies, Inc. • Computer storage devices • North Carolina
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REFINANCING AGREEMENT (the “Amendment”), dated the 11th day of July, 2008, is made by and between
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • Utah
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 21, 2008, by and between CONSONUS ACQUISITION CORP., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION (“Lender”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2008 • Consonus Technologies, Inc. • Computer storage devices
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made this 22nd day of July, 2008 by and between, Consonus Technologies, Inc., a Delaware corporation (“Parent”), having offices at 301 Gregson Drive, Cary, North Carolina 27511, and Michael G. Shook, an individual residing at 107 Avenue of the Estates Cary NC 27511 (“Executive”).
SUBLEASE AGREEMENTSublease Agreement • May 4th, 2007 • Consonus Technologies, Inc.
THIS SUBLEASE AGREEMENT (Agreement) is entered into as of May 31, 2005, between QUESTAR CORPORATION, (Questar) and CONSONUS ACQUISITION CORP., a Delaware corporation (Sublessee).
STI CLOSING SHARES ESCROW AGREEMENTEscrow Agreement • May 4th, 2007 • Consonus Technologies, Inc. • North Carolina
THIS STI CLOSING SHARES ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into this 22 day of January, 2007, by and among Consonus Technologies, Inc., a Delaware corporation (“CTI”), Strategic Technologies, Inc. (“STI”), Irvin J. Miglietta, a resident of the State of Connecticut (the “STI Holders’ Agent”), and Wyrick Robbins Yates & Ponton LLP, a North Carolina limited liability partnership (the “Escrow Agent”).
CREDIT AGREEMENT between CONSONUS ACQUISITION CORP., a Delaware corporation, as Borrower and U.S. BANK NATIONAL ASSOCIATION, as LenderCredit Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Utah
THIS CREDIT AGREEMENT (“Agreement”) is entered into as of May 31, 2005, by and between CONSONUS ACQUISITION CORP., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION (“Lender”).
STI CLOSING SHARES ESCROW AGREEMENTEscrow Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • North Carolina
THIS STI CLOSING SHARES ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into this 22 day of January, 2007, by and among Consonus Technologies, Inc., a Delaware corporation (“CTI”), Strategic Technologies, Inc. (“STI”), Irvin J. Miglietta, a resident of the State of Connecticut (the “STI Holders’ Agent”), and Wyrick Robbins Yates & Ponton LLP, a North Carolina limited liability partnership (the “Escrow Agent”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2008 • Consonus Technologies, Inc. • Computer storage devices
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made this 22nd day of July, 2008 by and between, Consonus Technologies, Inc., a Delaware corporation (“Parent”), having offices at 301 Gregson Drive, Cary, North Carolina 27511, and William M. Shook, an individual residing at 116 Bosswood Ct., Cary NC 27511 (“Executive”).
GROUND LEASEGround Lease • May 4th, 2007 • Consonus Technologies, Inc. • Utah
This Ground Lease (“Lease”) is entered into as of this 31st day of May, 2005, by and between QUESTAR GAS COMPANY (“Lessor”) and CONSONUS, INC. (“Lessee”), with reference to the following facts and circumstances:
PRIVATE AND CONFIDENTIALMerger Advisory Agreement • May 4th, 2007 • Consonus Technologies, Inc. • New York
Knox 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.
STI ESCROW AGREEMENTEscrow Agreement • May 4th, 2007 • Consonus Technologies, Inc. • North Carolina
THIS STI ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into this 22 day of January, 2007, by and among Consonus Technologies, Inc. (the “Company”), Consonus Acquisition Corp., a Delaware corporation (“Consonus”), Irvin J. Miglietta, an individual resident of the State of Connecticut (the “STI Holders’ Agent”), Strategic Technologies, Inc., a North Carolina corporation (“STI”), and Branch Banking and Trust Company, a North Carolina banking corporation (the “Escrow Agent”).
Avnet distribution agreementDistribution Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices
This Addendum to the Terms and Conditions (“Addendum”) is made as of the 1 day of May, 2007 (the “Effective Date”) by and between Avnet Inc. dba Avnet Technology Solutions (“Avnet”) and Strategic Technologies, Inc. (“Reseller”) (collectively, “the Parties”). Terms and Conditions were effective on July 6, 2006 (“Terms and Conditions”).
CONSONUS TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2007, by and among Consonus Technologies, Inc., a Delaware corporation (the “Company”), Knox Lawrence International, LLC, a Delaware limited liability company (“KLI”), Michael G. Shook, an individual resident of the State of North Carolina (“M. Shook”), and William M. Shook, an individual resident of the State of North Carolina (“W. Shook”) (KLI, M. Shook and W. Shook are collectively referred to as the “Investors”).
