Investment Agreement

Generally

On February 11, 2013, ModusLink Global Solutions, Inc. (the "Company") and with Steel Partners Holdings L.P. ("Steel Holdings"), an affiliate of Handy & Harman, Ltd. ("HNH"), reached an agreement regarding the sale and issuance of 7,500,000 shares of the Company's common stock at a price of $4.00 per share and warrants to purchase 2,000,000 shares of the Company's common stock at an exercise price of $5.00 per share (and the issuance of such shares upon exercise of such warrants) to Steel Holdings pursuant to the terms and subject to the conditions set forth in the Investment Agreement (the "Investment Agreement"), dated February 11, 2013, by and between the Company and Steel Holdings (the "Steel Holdings Investment").

The Investment Agreement contains customary representations and warranties by the Company relating to, among other things, its corporate organization and subsidiaries, the due authorization of the Investment Agreement and the shares of Common Stock and Warrants to be issued, the capitalization of the Company, the lack of required governmental consents, compliance with laws and other instruments, litigation, its filings with the SEC, including the financial statements included therein, undisclosed liabilities, absence of certain events and changes, litigation, taxes, the broker fees payable by the Company, solvency and internal controls. The Company also represented that the Company's board of directors (the "Board") had taken all actions necessary to render inapplicable the provisions of Section 203 of the General Corporation Law of the State of Delaware ("Section 203"), solely by virtue of the Steel Holdings Investment and the acquisitions of securities permitted to be made by HNH and its affiliates under the Settlement Agreement, for so long as HNH and its affiliates and associates continue to collectively own at least fifteen percent of the Company's outstanding Common Stock. The representations and warranties are included in the Investment Agreement are made solely for purposes of the Investment Agreement and may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosure to stockholders or used for the purpose of allocating risk between the parties to the Investment Agreement rather than establishing matters of fact. Stockholders should not rely on these representations and warranties as statements of factual information.

The Investment Agreement also contains representations and warranties by Steel Holdings relating to, among other things, its corporate organization, the due authorization and execution of the Investment Agreement, the shares of Common Stock owned by Steel Holdings and its affiliates, its investment intent and its status as an accredited investor.

Until the closing of the Steel Holdings Investment or the earlier termination of the Investment Agreement, the Company has agreed, without the consent of Steel Holdings, to conduct its business in the ordinary course in a manner consistent with past practice, not to grant any waiver under the Company's Tax Benefit Preservation Plan or Shareholder Rights Plan and not to issue or sell any equity interests, other than in accordance with the Company's Tax Benefit Preservation Plan, Shareholder Rights Plan and equity incentive plans that are currently effective.

The sale of Common Stock and the Warrants pursuant to the Investment Agreement is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Company expects to rely upon Section 4(2) of the Securities Act for an exemption from registration. Upon the closing of the Steel Holdings Investment, the Company has agreed to reimburse Steel Holdings' reasonably documented out-of-pocket expenses up to a maximum of $200,000.

Competing Proposals

The Investment Agreement restricts the ability of the Board to directly or indirectly solicit, initiate, facilitate or engage in discussions with a third party regarding an a Competing Proposal (as defined below). However, in the event that the Board receives an unsolicited Competing Proposal from a third party that, prior to receipt of stockholder approval, the Board determines in good faith, after consultation with the Company's legal and financial advisors, constitutes or could reasonably be expected to result in a Superior Proposal (as defined below), and that the

Under the Investment Agreement, a "Superior Proposal" means a written Competing Proposal made by any person on terms that the Board determines in good faith, after consultation with the Company's financial and legal advisors, and considering all relevant legal, financial, regulatory and other aspects of the proposal and the person making the proposal, are more favorable to the Company and its stockholders than the transactions contemplated by the Investment Agreement (considering any changes thereto agreed in writing by Steel Holdings in response thereto) and which the Board determines in good faith is reasonably likely to be consummated. A "Competing Proposal" is defined as any of the following transactions with a person other than Steel Holdings or any of its affiliates, or any inquiry, proposal or offer relating to, or which could reasonably be expected to lead to, any such transaction, directly or indirectly, whether in one transaction or a series of transactions: (i) any merger, . . .

Amendment to Rights Agreement

On March 21, 2012, the Board adopted the Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Agreement"). On February 11, 2013, the Board approved, and the Company and the Rights Agent entered into, an Amendment No. 1 to the Agreement (the "Amendment"). The purpose of the Amendment is to clarify that (a) neither a Distribution Date (under and as defined in the Agreement) nor a Trigger Event (under and as defined in the Agreement) shall be deemed to have occurred,
(b) neither Steel

The foregoing summary is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 hereto and is incorporated by reference herein. A copy of the Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 8-K on March 22, 2012 (incorporated herein by reference to Exhibit 4.2).

Pursuant to the terms of the Settlement Agreement, on February 11, 2013, Edward E. Lucente and Joseph M. O'Donnell agreed to resign as members of the Board effective upon the consummation of the Steel Holdings Investment. Pursuant to
Section 2(a)(iii) of the Settlement Agreement, subject to and effective immediately following the consummation of the Steel Holdings Investment, Mr. Lucente and Mr. O'Donnell will resign as members of the Board and the Board will appoint Francis J. Jules and Michael J. Mardy to fill the vacancies created by such resignations.

(d) Exhibits.

Exhibit
No.                                       Description

 4.1         Amendment No. 1, dated as of February 11, 2013 to Rights Agreement,
             dated as of March 21, 2012, between ModusLink Global Solutions, Inc.
             and American Stock Transfer & Trust Company, LLC

 4.2         Rights Agreement, dated as of March 21, 2012, between ModusLink Global
             Solutions, Inc. and American Stock Transfer & Trust Company, LLC,
             which includes the Form of Certificate of Designations of Series B
             Junior Participating Preferred Stock as Exhibit A, the Form of Right
             Certificate as Exhibit B and the Summary of Rights to Purchase
             Preferred Shares as Exhibit C. (incorporated herein by reference to
             Exhibit 4.1 of the registrant's Current Report on Form 8-K, filed with
             the Securities and Exchange Commission on March 22, 2012).

10.1         Investment Agreement, dated February 11, 2013, between ModusLink
             Global Solutions, Inc. and Steel Partners Holdings, L.P.

10.2         Settlement Agreement, dated February 11, 2013, among ModusLink Global
             Solutions, Inc., Handy & Harman, Ltd. and certain of its affiliates
             party thereto

10.3         Consulting Agreement, dated February 11, 2013, between Edward E.
             Lucente and ModusLink Global Solutions, Inc.

99.1         Press Release dated February 11, 2013