CONSONUS TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT FORRestricted Stock Agreement • May 4th, 2007 • Consonus Technologies, Inc. • Delaware
POST-MERGER OPERATING AGREEMENTPost-Merger Operating Agreement • May 4th, 2007 • Consonus Technologies, Inc. • 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”).
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").
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”).
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.
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”).
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”).
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”).
