AGREEMENT AND PLAN OF MERGER by and among OVERLAND STORAGE, INC., ZEPPOLE ACQUISITION CORP., ZETTA SYSTEMS, INC., the STOCKHOLDERS OF ZETTA SYSTEMS, INC., GANAPATHY KRISHNAN (as an Individual, as Stockholder Agent and as a Special Payee), and CERTAIN...Agreement and Plan of Merger • September 15th, 2005 • Overland Storage Inc • Computer storage devices • California
This Agreement and Plan of Merger (together with all Schedules and Exhibits hereto, this “Agreement”) is made and entered into as of August 8, 2005 by and among (i) Overland Storage, Inc., a California corporation (together with its successor and permitted assigns, “Parent”), (ii) Zeppole Acquisition Corp., a Washington corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Zetta Systems, Inc., a Washington corporation (together with its successors, the “Company”), (iv) each of the stockholders of the Company, including the Key Stockholder (each a “Stockholder”, and collectively, the “Stockholders”), (v) each of the holders of Company Options and Company Warrants that has elected to receive cash at Closing in exchange for the surrender of their Company Options and Company Warrants (the “Cashed Out Option Holders”), (vi) the holders of the Company’s convertible promissory notes (the “Note Holders”), (vii) Ganapathy Krishnan, individually (the “Key Stockholder”) and as
Confidential Portions of this document have been redacted and filed separately with the Commission. [***] symbolizes language omitted pursuant to an application for Confidential Treatment. AMENDMENT NO. 1 TO MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 15th, 2005 • Overland Storage Inc • Computer storage devices • California
THIS AMENDMENT NUMBER 1 (“Amendment”) to that certain Manufacturing Services Agreement, dated as of November 23, 2004 (the “Agreement”), is made and entered into as of this 30th day of May, 2005, by and between Overland Storage, Inc., a California corporation, having a place of business at 4820 Overland Drive, San Diego, CA 92123 (“Overland”), and SANMINA-SCI Corporation, a Delaware corporation, on behalf of itself and its wholly-owned subsidiaries and having its principal place of business at 2700 North First Street, San Jose, California 95134, (“SANMINA-SCI”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2005 • Overland Storage Inc • Computer storage devices • California
This Employment Agreement (“Agreement”), which shall become effective on May 16, 2005, sets forth the terms and conditions of employment agreed upon by and between Overland Storage, Inc. (“Employer” or the “Company”) and W. Michael Gawarecki (“Executive”).
