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Exhibit
2.1
Tumit
Communications Inc.
Montreal,
Quebec, H2X 2L5
In connection
with the Share Purchase Agreement (the “ Share
Purchase Agreement ”) dated August 29, 2006 among
Rackable Systems, Inc. (“ Rackable ”),
Terrascale Technologies Inc., Rackable Systems Canada Acquisition
ULC (since merged into Terrascale Technologies Inc.) (“
Purchaser ”), the Persons listed on
Schedule A thereto (the “ Selling
Shareholders ”) and Tumit Communications Inc.
(“ Tumit ”), Rackable and Purchaser
acquired an option to retain all ownership rights to certain
technology relating to a Distributed Parity Engine proprietary RAID
algorithm, related patent application, software, documentation, and
development notes, as further described in the Share Purchase
Agreement (the “ DPE Assets ”).
Rackable would like to retain full ownership of the DPE Assets in
consideration for the amounts set out below. Any defined terms used
in this letter will have the meanings given them in the Share
Purchase Agreement, unless otherwise defined in this
letter.
Within two (2)
business days of the Effective Date set forth below, Rackable will
pay nine million dollars U.S. ($9,000,000) as follows:
(i) $912,836.82 (withholdings allocated to the
NR Selling Shareholders as per Schedule A attached hereto) into the
account designated by Borden Ladner Gervais, LLP, to be dealt with
as per the terms and conditions of the Tax Escrow Agreements signed
by each of the NR Selling Shareholders, Purchaser and Borden Ladner
Gervais, LLP; and
(ii) $8,087,163.18 (total consideration not
subject to withholdings allocated to the Selling
Shareholder
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