Exhibit 10.6


 


[***] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED. 


 


Avnet distribution agreement


 


Regional Director: Gayle Prokop

Account Executive: Rick Barnett


 


Purchase Addendum to Terms and
Conditions


 


This Addendum to the
Terms and Conditions (“Addendum”) is made as of the 1 day of May, 2007 (the “Effective
Date”) by and between Avnet Inc. dba Avnet Technology Solutions (“Avnet”) and
Strategic Technologies, Inc. (“Reseller”) (collectively, “the Parties”). Terms
and Conditions were effective on July 6, 2006 (“Terms and Conditions”).


 


Whereas, Avnet is
authorized to distribute a variety of computer hardware, software licenses,
maintenance contracts and services (“Products”) for various manufacturers or
vendors (“Vendors”) and Reseller is authorized to purchase and resell certain
Products;


 


Whereas, the
Parties have entered into certain Terms and Conditions of sale concerning
Reseller’s purchase of Products from Avnet on July 6, 2006 and have agreed upon
additional terms, as specified herein, regarding Reseller’s purchase of certain
Products and now wish to extend those Terms and Conditions for an additional
three years;


 


Now therefore, in
consideration of the mutual promises and undertakings of the parties and for
other valuable consideration, which the parties acknowledge is sufficient,
Reseller and Avnet agree as follows:


 


1.                          Certain
Vendors of Products require Reseller to select a distributor through which to
purchase certain Products. Reseller will designate Avnet as its distributor
through which to purchase the Products identified in the exhibit(s) to this
Addendum which is/are executed by both parties (as the same may be modified,
amended, or replaced from time to time, the “Exhibit(s)”).


 


2.                          The
terms of this Addendum will apply for one (1) year from the Effective Date.
Thereafter, this Addendum will automatically renew for additional and
successive one-year terms. The term of each Exhibit will be specified therein.


 


3.                          This
Addendum constitutes an addendum to the Terms and Conditions in effect between
Reseller and Avnet. In the event of any conflict between the terms of this
Addendum and the Terms and Conditions, the terms herein will take precedence.


 


4.                          A fully
signed facsimile or photocopy of this Addendum will be considered as valid as
an original, and will be deemed admissible by the parties in any proceeding to
enforce the terms hereof.


 


By
signing this Addendum below, the undersigned each acknowledges that s/he
understands and agrees to the terms set forth herein and that s/he has
authority to execute this Addendum an bind their respective companies hereto.


 


 


	
  Reseller:
  Strategic Technologies, Inc.

  	
  Avnet,
  Inc. dba Avnet Technology Solutions, Access Division

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael
  G. Shook

  	
  May,
  1 2007

  	
   

  	
  /s/ Mike
  Hurst

  	
   

  	
  5/2/07

  
	
  Authorized
  Signature

  	
  Date

  	
   

  	
  Authorized
  Signature

  	
   

  	
  Date

  
	
  Printed
  Name:

  	
  Michael G.
  Shook

  	
   

  	
  Printed
  Name:

  	
  MIKE
  HURST

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  VP, Mature
  Technologies

  
	
  Address:

  	
  301 Gregson
  Drive

  	
   

  	
  Address:

  	
  11300
  Westmoor Circle

  
	
   

  	
  Cary, NC
  27511

  	
   

  	
   

  	
  Westminster,
  CO 80021

  
									



 


 

















 


U.S. Sun Exhibit


 


This
U.S. Sun Exhibit is an exhibit to the Purchase Addendum between Avnet and
Reseller, and is effective as of the 1 day of MAY, 2007 (“Exhibit Effective
Date”).


 


WHEREAS,
Sun Microsystems, Inc. (“Sun”) requires its Resellers to select a distributor
through which to purchase certain Sun Products and Services for resale in the
United States.


 


WHEREAS,
Reseller selects Avnet to be the distributor through which Reseller will
purchase Sun Products and Services for resale in the United States.


 


Now, therefore, in
consideration of mutual promises and undertakings, the parties agree as
follows:


 


1.                          Avnet
will review the below terms should Reseller purchase a certain amount of
non-Sun product from Avnet.


 


2.                          Reseller
will select Avnet as the Channel Development Provider through which Reseller
will purchase Sun Products and Services from the Exhibit Effective Date to the 28th
day of February, 2011 (“Exhibit Expiration Date”). 


 


3.                          Reseller
will promptly notify Sun Microsystems, Inc. of its selection of Avnet as
Reseller’s Channel Development Provider.


 


4.                          Avnet’s
current pricing structure for Sun authorized Reseller’s purchases of Sun
hardware and software for resale in the United States is as follows:


 


	
   

  	
   

  	
  Discounts

  	
   

  
	
   

  	
   

  	
  Sun Hardware

  	
   

  	
  Sun Software

  	
   

  
	
  Annual Revenue

  Run Rate

  	
   

  	
  Category

  A

  	
   

  	
  Category

  B

  	
   

  	
  Category

  E

  	
   

  	
  Category

  F

  	
   

  	
  Category

  G

  	
   

  	
  Category

  H

  	
   

  	
  Category

  M

  	
   

  	
  Category

  P

  	
   

  	
  Category

  B

  	
   

  	
  Category

  J

  	
   

  	
  Category

  N

  	
   

  
	
  = $1,000,000

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  <
  $1,000,000

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


a.                         Reseller’s
initial Annual Revenue Run Rate is determined by Avnet in its sole discretion,
and is based on [***].


 




b.                        Discounts
are a percentage discount off of Sun’s U.S. list price in effect on the date of
purchase for the applicable Sun product. Discounts for Sun services will be
determined at the time Reseller requests a quote from Avnet.




 


c.                         Avnet
will review Reseller’s actual Annual Revenue Run Rate each year [***].


 


d.                         CURRENT DISCOUNTS FOR RESELLER’S PURCHASES OF SUN
MICROSYSTEMS PRODUCTS & SERVICES FROM AVNET


 


	
  Discounts

  	
   

  
	
  Sun Hardware

  	
   

  	
  Sun Software

  	
   

  
	
  Category

  A

  	
   

  	
  Category

  B

  	
   

  	
  Category

  E

  	
   

  	
  Category

  F

  	
   

  	
  Category

  G

  	
   

  	
  Category

  H

  	
   

  	
  Category

  M

  	
   

  	
  Category

  P

  	
   

  	
  Category

  B

  	
   

  	
  Category

  J

  	
   

  	
  Category

  N

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 

















 


5.                         AVNET
REBATE STRUCTURE


 


a.                         Sun
Storage Revenue                                                                                                           Rebate
[***]


 




	
  ANNUAL SUN STORAGE REVENUE

  	
   

  	
  REBATE

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  






 




1)                        Annual
Sun Storage Revenue is determined by Avnet in its sole discretion; is based on
[***] all Sun storage products purchased by Reseller from Avnet calendar year
to date] divided by [the number of calendar months year to date] — that result
is then multiplied by twelve (12); [***].




 




2)                        Reseller’s
Sun Storage Revenue Rebate will be calculated by multiplying [***] Sun Storage
Revenue by the applicable rebate percentage.




 




3)                        Avnet
will calculate Reseller’s rebate [***]. Reseller’s rebate will be given to
Reseller in the form of [***] to be used against Reseller’s outstanding account
balances with Avnet. Rebates have no cash value and may not be redeemed for
cash or otherwise. Rebates will expire and be forfeited by Reseller if not used
before the termination of either the Terms and Conditions or this Addendum.
Avnet reserves the right to limit Reseller’s ability to receive rebates in the
event Reseller’s account with Avnet is [***] or more days past due with respect
to undisputed balances.




 


b.                         Portfolio & Territory
Revenue Rebate (Quarterly)


 




	
  ANNUAL PORTFOLIO & TERRITORY REVENUE

  	
   

  	
  REBATE

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  






 




1)                         Annual
Portfolio and Territory Revenue determined by Avnet in its sole discretion; is
based on [***] all Sun hardware and software products purchased by Reseller
from Avnet for resale to Portfolio and Territory Accounts as identified by Sun
Microsystems, Inc. divided by the number of calendar quarters to date – that
result is then multiplied by four (4); [***].




 




2)                         Reseller’s
Portfolio and Territory Revenue Rebate will be calculated quarterly by
multiplying the current quarter’s Portfolio and Territory Revenue by the
applicable rebate percentage.




 




3)                         Avnet
will calculate Reseller’s rebate after the end of each calendar quarter.
Reseller’s rebate will be given to Reseller in the form of a [***] be used
against Reseller’s outstanding account balances with Avnet. Rebates have no
cash value and may not be redeemed for cash or otherwise. Rebates will expire
and be forfeited by Reseller if not used before the termination of either the
Terms and Conditions or this Addendum. Avnet reserves the right to limit
Reseller’s ability to receive rebates in the event Reseller’s account with
Avnet is [***] more days past due with respect to undisputed balances.




 


4)                         Data
required to calculate this rebate must be provided by Sun which will impact the
calculation and payout timeframes.


 

















 


c.                          Sun
Storage Growth Rate Rebate (Quarterly)


 




	
  YEAR OVER YEAR SUN STORAGE GROWTH RATE

  	
   

  	
  REBATE

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  






 




1)                        Reseller’s
Year over Year Sun Storage Growth Rate is determined by Avnet in its sole
discretion and is calculated quarterly by comparing (1) [***] all Sun storage
software and hardware products purchased by Reseller from Avnet [***] against
(2) [***] all Sun storage software and hardware products purchased by Reseller
from Avnet in the same calendar quarter in the previous year [***].




 




2)                        Reseller’s
Sun Storage Growth Rate Rebate will be calculated by multiplying Reseller’s Sun
Storage Revenue each quarter by the applicable rebate percentage.




 




3)                        Avnet
will calculate Reseller’s rebate at the end of each calendar quarter.
Reseller’s rebate will be given to Reseller in the form of a [***] be used
against Reseller’s outstanding account balances with Avnet. Rebates have no
cash value and may not be redeemed for cash or otherwise. Rebates will expire
and be forfeited by Reseller if not used before the termination of either the
Terms and Conditions or this Addendum. Avnet reserves the right to limit
Reseller’s ability to receive rebates in the event Reseller’s account with
Avnet is [***] more days past due with respect to undisputed balances.




 


d.                          Portfolio
and Territory Growth Rate Rebate (Quarterly)


 




	
  YEAR OVER YEAR PORTFOLIO AND TERRITORY GROWTH RATE

  	
   

  	
  REBATE

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  






 




1)                        Reseller’s
Year over Year Portfolio and Territory Growth Rate determined by Avnet in its
sole discretion and is calculated by comparing (1) [***] all Sun hardware and software
products purchased by Reseller from Avnet for resale to Portfolio and Territory
Accounts as identified by Sun Microsystems, Inc. [***] against (2) [***] all
Sun hardware and software products purchased by Reseller from Avnet for resale
to Portfolio and Territory Accounts as identified by Sun Microsystems, Inc. in
the same calendar quarter in the previous year [***].




 




2)                        Reseller’s
Portfolio and Territory Growth Rate Rebate will be calculated by multiplying
Reseller’s quarterly Portfolio and Territory Revenue by the applicable rebate
percentage.




 




3)                        Avnet
will calculate Resellers rebate after the end of each calendar quarter.
Reseller’s rebate will be given to Reseller in the form of a [***] be used
against Reseller’s outstanding account balances with Avnet. Rebates have no
cash value and may not be redeemed for cash or otherwise. Rebates will expire
and be forfeited by Reseller if not used before the termination of either the
Terms and Conditions or this Addendum. Avnet reserves the right to limit
Reseller’s ability to receive rebates in the event Reseller’s account with
Avnet is sixty (60) or more days past due with respect to undisputed balances.




 


4)                        Data
required to calculate this rebate must be provided by Sun which will impact the
calculation and payout timeframes.


 

















 


e.                         Service
Attach Rate Rebate [***]


 




	
  SERVICE ATTACH RATE

  	
   

  	
  REBATE

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  






 




1)                         Reseller’s
Service Attach Rate is determined by Avnet in its sole discretion and is based
on Reseller’s Sun Instant Upgrade (“SIU”) purchases (in dollars) from Avnet
divided by Reseller’s total Sun hardware purchases (in dollars) from Avnet
(excluding Storage Tek products and services, non-standard priced Sun products
and services, service contract renewals, Sun hardware not eligible for Sun
service, freight, insurance, taxes and similar charges).




 




2)                         Reseller’s
Service Attach Rate Rebate will be calculated by multiplying Reseller’s [***]
SIU purchases from Avnet (in dollars) by the applicable rebate percentage.




 




3)                         Avnet
will calculate Reseller’s rebate after the end of each calendar quarter.
Reseller’s rebate will be given to Reseller in the form of a [***] be used
against Reseller’s outstanding account balances with Avnet. Rebates have no
cash value and may not be redeemed for cash or otherwise. Rebates will expire
and be forfeited by Reseller if nor used before the termination of either the
Terms and Conditions or this Addendum. Avnet reserves the right to limit
Reseller’s ability to receive rebates in the event Reseller’s account with
Avnet is sixty (60) or more days past due with respect to undisputed balances. 




 


4)                         Data
required to calculate this rebate must be provided by Sun which will impact the
calculation and payout timeframes.


 


6.                         Freight
Incentive. [***].


 


7.                         Early
Transition. In the event Reseller terminates the Terms and Conditions prior
to the Exhibit Expiration Date or notifies Avnet and/or Sun of Reseller’s
intent to purchase Sun products and services from another distributor prior to
the Exhibit Expiration Date, Reseller will (1) forfeit any rebates not yet
awarded by Avnet and (2) reimburse Avnet any rebates or incentives awarded to
Reseller in connection with this U.S. Sun Exhibit. However, if such
notification is the result of Avnet’s material breach (and Avnet’s failure to
cure such breach within 30 days after receipt of written notification from
reseller of such breach) or termination without cause by Avnet of the Terms and
Conditions, the Addendum, or this Exhibit, then Reseller will not be required
to repay such rebates.


 


8.                          Avnet
reserves the right to modify the prices, pricing structure, rebates, rebate
structure and/or discounts at any time by giving Reseller notice of such
modifications. In providing these rebates and other discounts, Avnet will not
knowingly treat Reseller more unfavorably than other Resellers who purchase
similar product in similar quantities.


 


By
signing below, the undersigned each acknowledges that s/he understands and
agrees to the terms set forth herein and that s/he has authority to execute
this U.S. Sun Exhibit and bind their respective companies hereto.


 


 


	
  Reseller:
  Strategic Technologies, Inc.

  	
  Avnet,
  Inc. dba Avnet Technology Solutions

  
	
   

  	
   

  
	
  /s/ Michael G. Shook

  	
  May 1, 2007

  	
   

  	
  /s/ Mike Hurst

  	
  5/2/07

  
	
  Authorized Signature

  	
  Date

  	
   

  	
  Authorized Signature

  	
  Date