0001193125-05-158309 Sample Contracts

MUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT
Mutual Non-Disclosure/Confidentiality Agreement • 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.

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual 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, 2005
Merger Agreement • 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 AGREEMENT
Tender 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 AGREEMENT
Non-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 AGREEMENT
Convertible 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”).