—] Shares FUSIONSTORM GLOBAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • New York
FusionStorm Global, Inc., a Delaware corporation (the “Company”), proposes to sell [—] shares (the “Firm Stock”) of the Company’s common stock, par value $0.00000001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [—] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
FUSIONSTORM GLOBAL INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [__], 2011, by and between FusionStorm Global Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is made and entered into as of the day of , 2011 by and between FusionStorm Global Inc., a Delaware corporation formerly known as Synergy Acquisition Corp. (the “Company” and the Company and any affiliate to which the Company may assign the Merger Agreement (as defined below), “Parent”) and Daniel Serpico (the “Executive”), and will become effective upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of , 2011 (the “Merger Agreement”) by and among, Company, FS Merger Sub, a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Subsidiary”) and fusionstorm, a Delaware corporation (“FS”). The date of such closing is herein referred to as the “Effective Date.” Capitalized terms used, and not otherwise defined, herein shall have the meanings given to such terms in the Merger Agreement.
OFFICE LEASE BETWEEN LUI DENVER BROADWAY, LLC (“LANDLORD”) AND GLOBAL TECHNOLOGY RESOURCES, INC. (“TENANT”)Office Lease • August 12th, 2011 • FusionStorm Global, Inc.
This Office Lease (this “Lease”) is entered into by and between LUI DENVER BROADWAY, LLC, a Delaware limited liability company (“Landlord”), and GLOBAL TECHNOLOGY RESOURCES, INC. a Colorado corporation (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is made and entered into as of the day of , 2011 by and between Global Technology Resources, Inc., a Colorado corporation (the “Company”) and a wholly-owned subsidiary of FusionStorm Global Inc., a Delaware corporation (“Parent”), and Timothy Rod (the “Executive”), and will become effective upon the closing of the transactions contemplated by that certain Stock Purchase Agreement, dated as of May 31, 2011 (the “Stock Purchase Agreement”) by and among, Parent, the Company and the Company Shareholders. The date of such closing is herein referred to as the “Effective Date.” Capitalized terms used, and not otherwise defined, herein shall have the meanings given to such terms in the Stock Purchase Agreement.
BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This Business Financing Agreement (as from time to time amended, “Agreement”) is between GE Commercial Distribution Finance Corporation (“CDF”), with its chief executive office and principal place of business at 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192 and fusionstorm, a Delaware corporation (“Dealer”).
INVENTORY FINANCING AGREEMENTInventory Financing Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This Inventory Financing Agreement (as from time to time amended and together with any Transaction Statements, as hereinafter defined, “Agreement”) is between GE Commercial Distribution Finance Corporation (“CDF”), with its chief executive office and principal place of business at 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192 and fusionstorm, a Delaware corporation (“Dealer”).
STOCK PURCHASE AGREEMENT By and Among SYNERGY ACQUISITION CORP. GLOBAL TECHNOLOGY RESOURCES, INC. THE SHAREHOLDERS OF GLOBAL TECHNOLOGY RESOURCES, INC. And GLENN SMITH, AS THE SHAREHOLDERS’ REPRESENTATIVE Dated as of May 31, 2011Stock Purchase Agreement • August 12th, 2011 • FusionStorm Global, Inc. • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of May 31, 2011, by and among Synergy Acquisition Corp., a Delaware corporation (“Synergy” and Synergy or any Affiliate to which Synergy may assign this Agreement, “Parent”), Global Technology Resources, Inc., a Colorado corporation (the “Company”), each of the shareholders of the Company (each a “Company Shareholder” and, collectively, the “Company Shareholders”), and Glenn Smith, in his capacity as the designated representative of the Company Shareholders (together with his/her successors and assigns, the “Shareholders’ Representative”).
LEASE BY AND BETWEEN FRANKLIN OAKS EQUITY PARTNERS, LLC, AS LANDLORD and FUSIONSTORM, AS TENANTLease by And • August 12th, 2011 • FusionStorm Global, Inc. • Massachusetts
THIS LEASE (the “Lease”) is dated as of the 14 day of September, 2006 and is entered into by and between Landlord and Tenant named below.
EMPLOYMENT AGREEMENT FOR DANIEL R. SERPICOEmployment Agreement • August 12th, 2011 • FusionStorm Global, Inc. • California
THIS AGREEMENT is made to be effective as of January 1, 2010, between fusionstorm, a Delaware corporation, as employer, at 124 Grove Street, Suite 311, Franklin, MA 02038 (“Company”) and Daniel R. Serpico, an individual, as employee, at 21 Foxwood Cove, Holliston, MA 01749-1348 (“Employee”). This Agreement amends, restates and supersedes the Employment Agreement dated as of January 1, 2008 between Employee and Company.
ASSET PURCHASE AGREEMENT by and among Jeskell Systems, LLC (“Buyer”) Jeskell Incorporated (“Seller”) And fusionstorm (“Stockholder”) October 22, 2010Asset Purchase Agreement • August 12th, 2011 • FusionStorm Global, Inc. • Maryland
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is dated October 22, 2010, by and among Jeskell Systems, LLC, a Maryland limited liability company (the “Buyer”), Jeskell Incorporated, a California corporation (the “Seller”), and fusionstorm, a Delaware corporation, as sole stockholder of Seller (the “Stockholder”). Buyer, Seller and Stockholder may hereinafter collectively be referred to as (the “Parties”).
AMENDMENT NO. 2 TO THE ADDENDUM TO INVENTORY FINANCING AGREEMENT AND THE BUSINESS FINANCING AGREEMENT, THE INVENTORY FINANCING AGREEMENT AND THE BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This Amendment No. 2 to the Addendum to the Inventory Financing Agreement and the Business Financing Agreement and to the Inventory Financing Agreement and the Business Financing Agreement (this “Agreement”) is entered into and effective as of August 10th, 2011, and is by and between fusionstorm, a Delaware corporation (“Dealer”), and GE Commercial Distribution Finance Corporation (“CDF”).
PAYDOWN AMENDMENT TO INVENTORY FINANCING AGREEMENTInventory Financing Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone)
This Amendment is made to that certain Inventory Financing Agreement entered into by and between RED RIVER COMPUTER CO., INC. (“Dealer”) and GE Commercial Distribution Finance Corporation (“CDF”) on March 23, 2010, as amended (“Agreement”).
ADDENDUM TO BUSINESS FINANCING AGREEMENT AND INVENTORY FINANCING AGREEMENTBusiness Financing Agreement And • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone)
This Addendum is made to (i) that certain Business Financing Agreement executed on the 16th day of June 2010, between Global Technology Resources, Inc. (“Dealer”) and GE Commercial Distribution Finance Corporation (“CDF”), as amended (“BFA”) and (ii) that certain Inventory Financing Agreement between Dealer and CDF dated June 16, 2010 as amended (“IFA”) (the BFA and IFA are collectively referred to herein as the “Agreement”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 12th, 2011 • FusionStorm Global, Inc.
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into between LUI DENVER BROADWAY, LLC, a Delaware limited liability company (“Landlord”) and GLOBAL TECHNOLOGY RESOURCES, INC., a Colorado corporation (“Tenant”), with reference to the following:
ADDENDUM TO INVENTORY FINANCING AGREEMENT AND BUSINESS FINANCING AGREEMENTInventory Financing Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone)
This Addendum is made to (i) that certain Inventory Financing Agreement dated September 30, 2009, as, between fusionstorm (“Dealer”) and GE Commercial Distribution Finance Corporation (“CDF”), as amended (“IFA”) and (ii) that certain Business Financing Agreement between Dealer and CDF dated September 30, 2009, as amended (“BFA”).
THIRD AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of May 31, 2011 (the “Effective Date”), by and between fusionstorm, a Delaware corporation (“Dealer”), and GE Commercial Distribution Finance Corporation (“CDF”).
FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND LOAN AGREEMENTForbearance Agreement and Loan Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND LOAN AGREEMENT (this “Agreement”) is entered into and effective as of November 9, 2010 (the “Effective Date”), by and between fusionstorm, a Delaware corporation (“Dealer”), and GE Commercial Distribution Finance Corporation (“CDF”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 12th, 2011 • FusionStorm Global, Inc.
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into between LUI DENVER BROADWAY, LLC, a Delaware limited liability company (“Landlord”), and GLOBAL TECHNOLOGY RESOURCES, INC., a Colorado corporation (“Tenant”), with reference to the following:
FORBEARANCE AGREEMENTForbearance Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This FORBEARANCE AGREEMENT (this “Agreement”) is entered into and effective as of August 26, 2010 (the “Effective Date”), by and between fusionstorm, a Delaware corporation (“Dealer”), and GE Commercial Distribution Finance Corporation (“CDF”).
FIRST AMENDMENT TO COMMERCIAL LEASE (Master Sublease Form) (Wainshal Mill Leasing Company LLC to RRCC Realty, LLC)Commercial Lease • August 12th, 2011 • FusionStorm Global, Inc.
THIS FIRST AMENDMENT TO COMMERCIAL LEASE is dated as of this day of June, 2009 by and among Wainshal Mill Leasing Company LLC, a New Hampshire limited liability company (the “Landlord”), RRCC Realty, LLC, a New Hampshire limited liability company (the “Tenant”), and Red River Computer Co., Inc., a New Hampshire corporation (the “Approved Subtenant”), with reference to that certain sublease between the Landlord and the Tenant, to which the Approved Subtenant joined, dated May 8, 2008 covering the fourth and fifth floors (approximately 20,566 square feet) of the building and property located at 21 Water Street, Claremont, New Hampshire (the “Approved Sublease”). The parties desire to amend and modify the Approved Sublease on the terms and conditions set forth herein. Except as otherwise defined herein, the capitalized terms in this First Amendment shall have the same meaning as set forth in the Approved Sublease.
AMENDMENT NO. 1 TO THE ADDENDUM TO INVENTORY FINANCING AGREEMENT AND BUSINESS FINANCING AGREEMENT WITH CONSENT TO BUSINESS FINANCING AGREEMENTInventory Financing Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This Amendment No. 1 to the Addendum to Inventory Financing Agreement and Business Financing Agreement and Consent to Business Financing Agreement (this “Agreement”) is entered into and effective as of April 9, 2010, and is by and between fusionstorm, a Delaware corporation (“Dealer”), and GE Commercial Distribution Finance Corporation (“CDF”).
AGREEMENT AND PLAN OF MERGER By and Among SYNERGY ACQUISITION CORP. FS MERGER SUB, INC. and fusionstorm Dated as of May 14, 2011Agreement and Plan of Merger • August 12th, 2011 • FusionStorm Global, Inc. • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 14, 2011 (“Agreement Date”), by and among Synergy Acquisition Corp., a Delaware corporation (“Synergy” and Synergy or any Affiliate to which Synergy may assign this Agreement, “Parent”), FS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, fusionstorm, a Delaware corporation (the “Company”) and John G. Varel, in his or her capacity as the designated representative of the holders (each, a “Company Shareholder”) of shares of the Company’s capital stock (together with his or her successor, if any, the “Shareholders’ Representative”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 6th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone)
This Amendment No. 2 to Agreement and Plan of Merger (this “Second Amendment”) is entered into as of October 3, 2011, (“Amendment Date”), by and among FusionStorm Global, Inc., a Delaware corporation formerly known as Synergy Acquisition Corp (“FSG” and FSG or any Affiliate to which FSG may assign this Agreement, “Parent”), FS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), fusionstorm, a Delaware corporation (the “Company”), and John G. Varel, in his capacity as the designated representative of the holders (each, a “Company Shareholder”) of shares of the Company’s capital stock (together with his or her successor, if any, the “Shareholders’ Representative”).
REPAYMENT AGREEMENTRepayment Agreement • August 12th, 2011 • FusionStorm Global, Inc. • California
This Repayment Agreement (the “Agreement”) is dated November 9, 2010 (“Execution Date”) is made and entered into by and among by and among FusionStorm, John Varel (“Varel”),Tim Tonges (“Tonges”), Michael Dragoni (“Dragoni”), Randy Barber (“Barber”), Charles King (“King”), and Brad Thompson (“Thompson”) (collectively “Defendants”) and PC Specialists, Inc. dba Technology Integration Group (“TIG”) related to the civil action entitled PC Specialists, Inc. dba Technology Integration Group vs. FusionStorm, et. al. Case No. CGC-Q7-464358 (the “Action”), The Defendants and TIG are the “Parties”.
RENT SCHEDULERent Schedule • August 12th, 2011 • FusionStorm Global, Inc.
This Rent Schedule dated as of 1 June, 2010 is between RRCC Realty, LLC, a New Hampshire limited liability company (the “Tenant”), and Red River Computer Co., Inc., a New Hampshire corporation, (the “Approved Subtenant”) with reference to that certain sublease between the Wainshall Mill Leasing Company LLC (the “Landlord”) and the Tenant, to which the Approved Subtenant joined, dated May 8, 2008 covering the fourth and fifth floors (approximately 20,566 square feet) of the building and property located at 2l Water Street, Claremont, New Hampshire, as amended by the First Amendment to Commercial Lease among the Landlord, the Approved Subtenant and the Tenant (as so amended, the “Approved Sublease”). Defined terms used herein shall have the meaning given them in the Approved Sublease unless otherwise defined herein. This is the separate rent schedule referred to in Section 9.02(a) of the Approved Sublease.
November 19, 2009Letter Agreement • October 6th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Delaware
This letter agreement (“Agreement”) confirms the terms and conditions of the engagement of Monroe & Company, LLC, a Delaware limited liability company (“Monroe”), by Synergy Acquisition Corp. a Delaware corporation (“Synergy” or the “Company”), to render certain consulting and administrative services (“Services”) to Synergy in connection with a possible Transaction. For the purposes of this Agreement, “Transaction” means any merger, consolidation, reorganization, business combination, joint venture or other transaction pursuant to which the Company (a) is acquired by, or combined with, a third party or (b) acquires all or a portion of the assets or capital stock of a third party (a “Prospective Target”) or (c) enters into a joint venture agreement with a third party, in each case in a single transaction or a series of transactions.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 12th, 2011 • FusionStorm Global, Inc.
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) dated as of January 25, 2010, is entered into by and between TRANSAMERICA REALTY SERVICES, LLC, a Delaware limited liability company (“Landlord”), and FUSIONSTORM, INC., a Delaware corporation (“Tenant”). Capitalized terms used in this Amendment without definition shall have the meanings ascribed to such terms in the Lease (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 12th, 2011 • FusionStorm Global, Inc.
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of June 20, 2011 (“Amendment Date”), by and among FusionStorm Global, Inc., a Delaware corporation formerly known as Synergy Acquisition Corp (“FSG” and FSG or any Affiliate to which FSG may assign this Agreement, “Parent”), FS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), fusionstorm, a Delaware corporation (the “Company”), and John G. Varel, in his capacity as the designated representative of the holders (each, a “Company Shareholder”) of shares of the Company’s capital stock (together with his or her successor, if any, the “Shareholders’ Representative”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • August 12th, 2011 • FusionStorm Global, Inc. • California
This Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of the first date upon which this Agreement is fully executed by all parties (the “Effective Date”), by and between (i) Plaintiff MTI Technology Corporation, Debtor and Debtor in Possession (the “Debtor” or “Plaintiff”) on one hand, and (ii) Fusionstorm, a Delaware corporation (“FusionStorm”), John Varel, an individual, Daniel R. Serpico, an individual, Marc Franz, an individual, Christopher Butts, an individual, Richard Bocchinfuso, an individual, Matthew Dwyer, an individual, Justin Griffin, an individual, Dimitris Krekoukias, an individual, Robert Linsky, an individual, Robert Owen, an individual, Heeki Park, an individual, Greg Prestininzi, an individual and Thomas Tar, an individual (FusionStorm, Varel, Serpico, Franz, Butts, Bocchinfuso, Dwyer, Griffin, Krekoukias, Linsky, Owen, Park, Presininzi, and Tar are collectively referred to herein as “Defendants”). The Plaintiff and the Defendants are toge
LEASE AGREEMENT BETWEEN TRANSAMERICA REALTY SERVICES, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS LANDLORD AND FUSIONSTORM, INC., A DELAWARE CORPORATION, AS TENANT TWO BRYANT STREET JULY 15, 2005Lease Agreement • August 12th, 2011 • FusionStorm Global, Inc. • California
This LEASE AGREEMENT is made and entered into by and between Landlord and Tenant as of the Lease Date, Terms that are not defined in the body of this Lease shall have the meanings set forth in the preceding Lease Summary (the “Summary”). The Summary, this Lease Agreement, and all Exhibits attached hereto, are and shall be construed as a single instrument, and are collectively referred to herein as this “Lease.” If there is any conflict between this Lease Agreement and the Summary or any Exhibits hereto, the provisions of this Lease Agreement shall control, except to the extent otherwise expressly provided in any Exhibit.
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Illinois
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of April , 2011 but effective as of March 9, 2011 (the “Effective Date’”), by and between fusionstorm, a Delaware corporation (“Dealer”), and GE Commercial Distribution Finance Corporation (“CDF”).
LEASE AGREEMENT By and Between BVS PARTNERS, LLC (“Landlord”) And GLOBAL TECHNOLOGY RESOURCES, INC. (“Tenant”)Lease Agreement • August 12th, 2011 • FusionStorm Global, Inc. • Colorado
COMMERCIAL LEASE (Master Sublease Form) BETWEEN WAINSHAL MILL LEASING COMPANY LLC (Landlord) AND RRCC REALTY, LLC (Tenant)Commercial Lease • August 12th, 2011 • FusionStorm Global, Inc. • New Hampshire
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 2011 • FusionStorm Global, Inc. • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 1 to Stock Purchase Agreement (this “Amendment”) is made and entered into as of December 9, 2011, by and among FusionStorm Global Inc. (f/k/a Synergy Acquisition Corp.), a Delaware corporation (“Synergy”), Red River Computer Co., Inc., a New Hampshire corporation (the “Company”), each of the Company Shareholders and Richard A. Bolduc as representative of the Company Shareholders (the “Shareholders’ Representative”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).
