FORM OF MANAGEMENT SERVICES AGREEMENTForm of Management Services Agreement • April 3rd, 2003 • San Holdings Inc • Computer storage devices • Delaware
This MANAGEMENT SERVICES AGREEMENT (the “Agreement”), dated as of April __, 2003 (the “Effective Date”), is entered into by and between SAN Holdings, Inc., a Colorado corporation with offices at 900 W. Castleton Road, Suite 1000, Castle Rock, CO 80104 (the “Company”), and Sun Capital Partners Management, LLC, a Delaware limited liability company with offices at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486 (the “Manager”).
AGREEMENT AND PLAN OF MERGER by and among SAN HOLDINGS, INC., SAN MERGER SUBSIDIARY, INC., SUN SOLUNET, LLC and SOLUNET STORAGE HOLDING CORP. March 31, 2003Agreement and Plan of Merger • April 3rd, 2003 • San Holdings Inc • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 31, 2003, is made by and among SAN Holdings, Inc., a Colorado corporation (“SANZ”), SAN Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of SANZ (“Merger Sub”), Sun Solunet, LLC, a Delaware limited liability company (“Sun”), and Solunet Storage Holding Corp., a Delaware corporation (“Holding”). SANZ, Merger Sub, Sun and Holding are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
SUN CAPITAL PARTNERS II, LP 5200 Town Center Circle Suite 470 Boca Raton, FL 33486 March 31, 2003Letter Agreement • April 3rd, 2003 • San Holdings Inc • Computer storage devices • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2003, by and among SAN Holdings, Inc., a Colorado corporation (“SANZ”), SAN Merger Subsidiary, Inc., a Delaware corporation, Sun Solunet, LLC, a Delaware limited liability company (“Sun”), and Solunet Storage Holding Corp., a Delaware corporation (“Holding”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 3rd, 2003 • San Holdings Inc • Computer storage devices • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April __, 2003, by and among SAN Holdings, Inc., a Colorado corporation (the “Company”), Sun Solunet, LLC, a Delaware limited liability company (“Sun”), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Sun and the Other Investors are collectively referred to herein as the “Shareholders,” and are individually referred to herein as a “Shareholder.” Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • April 3rd, 2003 • San Holdings Inc • Computer storage devices • Delaware
THIS STOCK OPTION AGREEMENT, dated as of March 31, 2003 (this “Agreement”), is entered into by and between SAN Holdings, Inc., a Colorado corporation (“Issuer”), and Solunet Storage Holding Corp., a Delaware corporation (“Grantee”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).
FORM OF SHAREHOLDERS AGREEMENTForm of Shareholders Agreement • April 3rd, 2003 • San Holdings Inc • Computer storage devices • Delaware
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of April __, 2003, by and among (i) Sun Solunet, LLC, a Delaware limited liability company (“Sun”), (ii) Hollger LLC, a Delaware limited liability company (“Hollger”), solely for purposes of Section 5(c) hereof, (iii) SAN Holdings, Inc., a Colorado corporation (the “Company”), and each other Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Minority Shareholders”). Certain other capitalized terms used herein are defined in Section 1.
