0001047469-08-007321 Sample Contracts

CONSONUS TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT FOR ROBERT McCARTHY
Restricted Stock Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • Delaware
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CONSONUS TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT
Indemnification 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”).

3,000,000 Shares CONSONUS TECHNOLOGIES, INC. COMMON SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 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”).

EMPLOYMENT AGREEMENT
Employment 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”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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”).

STI CLOSING SHARES ESCROW AGREEMENT
Sti Closing Shares Escrow 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”).

Avnet distribution agreement
Consonus Technologies, Inc. • June 10th, 2008 • 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”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 10th, 2008 • Consonus Technologies, Inc. • Computer storage devices • Utah

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 23, 2008, by and between CONSONUS ACQUISITION CORP., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION (“Lender”).

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