0001047469-08-008373 Sample Contracts

3,000,000 Shares CONSONUS TECHNOLOGIES, INC. COMMON SHARES UNDERWRITING AGREEMENT
Underwriting 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”).

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FIFTH AMENDMENT TO AMENDED AND RESTATED REFINANCING AGREEMENT
Refinancing 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

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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”).

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