FUSIONSTORM GLOBAL INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2011 • FusionStorm Global, Inc. • 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 • August 12th, 2011 • FusionStorm Global, Inc. • 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 ( “Parent”) and Neil McLaughlin (the “Executive”), and will become effective upon the closing of the initial public offering of shares of the common stock, par value $0.01 per share, of Parent. The date of such closing is herein referred to as the “Effective Date.”
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 • August 12th, 2011 • FusionStorm Global, Inc. • 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 Synergy Acquisition Corp., a Delaware corporation (“Parent”), and Greg Byles (the “Executive”), and will become effective upon the closing of the transactions contemplated by that certain Stock Purchase Agreement, dated as of May , 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.
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”).
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:
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:
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.
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”).
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.
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.
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
VOTING AGREEMENTVoting Agreement • August 12th, 2011 • FusionStorm Global, Inc. • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of this 14th day of May, 2011, by and among Synergy Acquisition Corp., a Delaware corporation (“Parent”), FS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and John G. Varel, individually (“Mr. Varel”) and as Trustee of The John G. Varel Trust, dated June 13, 2008 (the “Shareholder”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 12th, 2011 • FusionStorm Global, Inc. • California
WHEREAS, on June 7, 2010, the above-captioned action came on regularly for trial by jury in Department 501 of the above-referenced Court, the Honorable Ronald E. Quidachay presiding; Plaintiff and Cross-Defendant PC SPECIALISTS, INC., dba TECHNOLOGY INTEGRATION GROUP (TIG) appearing by its attorneys, Morrison & Foerster LLP by Arturo J. Gonzalez, Craig A. Schloss and Stephanie L. Fong; Defendant and Cross-Complainant FUSIONSTORM and Defendants TIM TONGES and JOHN VAREL appearing by their attorneys, Orrick, Herrington & Sutcliffc LLP by I. Neel Chatterjee and Daniel N. Kassabian; Defendants RANDY BARBER, MICHAEL DRAGONI and CHARLES KING appearing by their attorneys, Durie Tangri LLP by Ragesh K. Tangri and Joshua H. Lerner; and Defendant BRAD THOMPSON appearing by his attorneys Kelly Hockel & Klein P.C. by Thomas K. Hockel.
