INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • California
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is made and entered into as of July 27, 2005 (the “Effective Date”) by and between XYRATEX TECHNOLOGY LIMITED, a company incorporated under the laws of England (“Licensee”) and nSTOR CORPORATION, INC., a Delaware corporation (“Licensor”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG XYRATEX LTD, NORMANDY ACQUISITION CORPORATION AND NSTOR TECHNOLOGIES, INC. DATED AS OF JULY 27, 2005Agreement and Plan of Merger • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2005 (this “Agreement”), is by and among Xyratex Ltd, a Bermuda corporation (“Parent”), Normandy Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (the “Purchaser” or “Merger Sub”), and nStor Technologies, Inc., a Delaware corporation (the “Company”).
FORM OF TENDER AND STOCKHOLDER SUPPORT AGREEMENTTender and Stockholder Support Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
THIS TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of •, 2005 (the “Agreement”), is by and among Ixtapa, a Bermuda corporation (“Parent”), Ixtapa Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and • (the “Stockholder”).
FORM OF NON-COMPETITION AGREEMENTNon-Competition Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
THIS NON-COMPETITION AGREEMENT, dated as of •, 2005 (this “Agreement”), is by and among Xyratex Ltd, a Bermuda corporation (“Parent”), Normandy Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and • (the “Stockholder”).
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
This Convertible Preferred Stock Purchase Agreement (this “Agreement”), is dated as of July 27, 2005 by and among Xyratex Ltd, a Bermuda corporation (the “Parent”), Normandy Acquisition Corporation (the “Purchaser”) and H. Irwin Levy (the “Seller”).
MUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENTMutual Non • August 5th, 2005 • Xyratex LTD • Computer storage devices • California
This Mutual Non-Disclosure/Confidentiality Agreement is entered into on 2 September, 2004, by and between nStor Corporation, Inc. (“nStor”), a Delaware (USA) Corporation, and Xyratex Technology Limited, Langstone Technology Park, Langstone Road, Havant, Hampshire PO9 1SA a company incorporated in England (‘Xyratex’) (collectively the ‘Parties’) for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.
Joint Filing AgreementJoint Filing Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other parties hereto on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.05 per share, of nStor Technologies, Inc., a Delaware corporation, and that this agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
