INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2009 • Bakbone Software Inc • Services-prepackaged software
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of (the “Effective Date”) by and between BakBone Software Incorporated, a Canadian corporation (the “Company”), and (the “Indemnitee”).
January 17, 2006 Karen A. FisherBakbone Software Inc • January 23rd, 2006 • Services-prepackaged software
Re: Change in Control Letter AgreementLetter Agreement • February 9th, 2009 • Bakbone Software Inc • Services-prepackaged software
BakBone Software, Incorporated, a Canadian corporation (the “Company”), desires, for its continued success, to have the benefit of experienced management personnel. The Board of Directors of the Company therefore believes that it is in the best interests of the organization that, in the event of any prospective Change in Control (as hereinafter defined) of the Company, you be reasonably secure in your employment and position with the Company. In addition, in the event of a Change in Control, the Board of Directors also wants to enable you to exercise independent judgment as to the best interests of the Company and its stockholders without the distraction of any personal uncertainties or risks regarding your continued employment with the Company. In consideration of the foregoing, we are offering you the additional benefits outlined below:
SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT MADE AS OF June 17, 2002 BETWEEN BAKBONE SOFTWARE INCORPORATED AND CIBC MELLON TRUST COMPANYShareholder Protection Rights Plan Agreement • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • Alberta
BAKBONE SOFTWARE INCORPORATED, a corporation incorporated under the Business Corporations Act (Alberta) (hereinafter referred to as the “Corporation”)
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 10th, 2010 • Bakbone Software Inc • Services-prepackaged software • Alberta
WHEREAS the Shareholder is the direct or indirect beneficial owner of, or has control or direction over, that number of issued and outstanding common shares (the “Common Shares”) and/or issued and outstanding Series A Preferred Shares (the “Preferred Shares”) of BakBone Software Incorporated (the “Company”) as set forth on Schedule A attached to this Agreement;
ARTICLE I. BASIC LEASE PROVISIONS 1 ARTICLE II. PREMISES 3 SECTION 2.1. LEASED PREMISES 3 SECTION 2.2. ACCEPTANCE OF PREMISES 3 SECTION 2.3. BUILDING NAME AND ADDRESS 3 SECTION 2.4. LANDLORD’S RESPONSIBILITIES 3 SECTION 2.5. RIGHT OF FIRST REFUSAL 4...Lease • August 6th, 2008 • Bakbone Software Inc • Services-prepackaged software • California
THIS LEASE is made as of the 20th day of April , 2005 by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and BAKBONE SOFTWARE, INC., a California corporation, hereinafter called “Tenant.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 4th, 2009 • Bakbone Software Inc • Services-prepackaged software • California
This Asset Purchase Agreement (the “Agreement”) is made as of May 1, 2009 (the “Effective Date”), by and between Asempra (Assignment for the Benefit of Creditors), LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Asempra Technologies, Inc. (the “Seller”), with principal offices located at 1100 La Avenida, Mountain View, CA 94043, and BakBone Software, Inc., a California corporation (the “Buyer”), with principal offices located at 9540 Towne Centre Drive, San Diego, CA 92121.
June 15, 2009 Mr. Roy HogsedBakbone Software Inc • June 23rd, 2009 • Services-prepackaged software
On behalf of Bakbone Software Incorporated, a Canadian corporation (“Parent”), and BakBone Software, Inc., a California corporation and a wholly-owned subsidiary of Parent (“BakBone”), we would like to extend an offer of employment (“Agreement”) to you for the position of Sr. Vice President Worldwide Sales of Parent and of BakBone reporting to Jim Johnson, President and Chief Executive Officer. Your employment commencement date will be June 15, 2009.
ContractAgreement • September 24th, 2009 • Bakbone Software Inc • Services-prepackaged software
This Agreement (the "Agreement") is made this 22 day of September 2009 by and among Bakbone Software Incorporated, a Canadian corporation (the "Company") and VantagePoint Venture Partners IV(Q) L.P., VantagePoint Venture Partners Principals Fund IV, L.P. and VantagePoint Venture Partners IV, L.P. (collectively, "VantagePoint"). The Company and VantagePoint are each also sometimes referred to herein as a "Party" or jointly as "Parties".
Re: Change in Control Letter AgreementControl Letter Agreement • June 23rd, 2009 • Bakbone Software Inc • Services-prepackaged software
BakBone Software, Incorporated, a Canadian corporation (the “Company”) desires, for its continued success, to have the benefit of experienced management personnel. The Board of Directors of the Company therefore believes that it is in the best interests of the organization that, in the event of any prospective Change in Control (as hereinafter defined) of the Company, you be reasonably secure in your employment and position with the Company. In addition, in the event of a Change in Control, the Board of Directors also wants to enable you to exercise independent judgment as to the best interests of the Company and its stockholders without the distraction of any personal uncertainties or risks regarding your continued employment with the Company. In consideration of the foregoing, we are offering you the additional benefits outlined below:
August 18, 2008 Mr. Steven R. MartinBakbone Software Inc • August 26th, 2008 • Services-prepackaged software
On behalf of Bakbone Software Incorporated, a Canadian corporation (“Parent”), and BakBone Software, Inc., a California corporation and a wholly-owned subsidiary of Parent (“BakBone”), we would like to extend an offer of employment (“Agreement”) to you for the position of Senior Vice President-Chief Financial Officer of Parent and of BakBone reporting to Jim Johnson, President and CEO. Your employer will be Bakbone, but you will also serve as the principal financial and accounting officer of Parent for purposes of the regulations promulgated by the United States Securities and Exchange Commission. Your employment responsibilities will initially include those listed on Attachment A (Sections I and II) to this Agreement. Your employment commencement date will be August 20, 2008. You (i) acknowledge that you have reviewed Attachment A (Section III) to this Agreement and (ii) confirm that you meet and/or exceed the qualifications for this position as indicated in such section.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 21st, 2010 • Bakbone Software Inc • Services-prepackaged software • California
This Separation Agreement and Release (this “Agreement”) is made by and between James R. Johnson (“Employee”) and BakBone Software Incorporated (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
March 29, 2006 Mr. Dan S. WoodwardBakbone Software Inc • June 23rd, 2009 • Services-prepackaged software
On behalf of BakBone Software, Inc. (“BakBone”), we would like to extend an offer of employment (“Agreement”) to you for the position of Director of World-wide Information Systems and Support, currently reporting to Lonnie Wills, Chief Information Officer. Your employment responsibilities will initially include those listed on Attachment A to this Agreement. Your employment commencement date will be April 1, 2006.
AGREEMENTAgreement • November 10th, 2010 • Bakbone Software Inc • Services-prepackaged software • California
This AGREEMENT (this “Agreement”) is entered into as of November 8, 2010, by and among BakBone Software Incorporated, a Canadian corporation (the “Company”), and the shareholders of the Company listed on Schedule I hereto (each, a “Shareholder” and collectively, the “Shareholders”).
ARRANGEMENT AGREEMENT among QUEST SOFTWARE, INC., BOLTS ACQUISITION CORPORATION and BAKBONE SOFTWARE INCORPORATED Dated as of November 8, 2010Arrangement Agreement • November 10th, 2010 • Bakbone Software Inc • Services-prepackaged software • Alberta
ARRANGEMENT AGREEMENT, dated as of November 8, 2010 (this “Agreement”), among QUEST SOFTWARE, INC., a Delaware corporation (“Parent”), BOLTS ACQUISITION CORPORATION, a Canadian corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and BAKBONE SOFTWARE INCORPORATED, a Canadian corporation (the “Company”).
STANDARD MODIFIED GROSS OFFICE LEASE BETWEEN PACIFIC SORRENTO MESA HOLDINGS, L.P., a California limited partnership, and PACIFIC STONECREST HOLDINGS, L.P., a California limited partnership, as tenants in common AS LANDLORD AND NET RESOURCES, INC. a...Gross Office Lease • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • California
This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of February 22, 2000, between AMERICAN ASSETS, INC., as Agent for PACIFIC SORRENTO MESA HOLDINGS, L.P., a California limited partnership, and PACIFIC STONECREST HOLDINGS, L.P., a California limited partnership, as tenants in common (“Landlord”), and NET RESOURCES INC., a Canadian based corporation, d/b/a BakBone Software, Inc. (“Tenant”), who agree as follows:
Re: Employment AgreementBakbone Software Inc • November 2nd, 2004 • Services-prepackaged software • California
Bakbone Software Incorporated (the “Company”) is pleased to offer you the position of Chief Executive Officer (the “CEO”). This letter (the “Agreement”) sets forth, among other things, the terms of your employment with the Company.
BAKBONE SOFTWARE INCORPORATED SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • California
This Series A Preferred Share Purchase Agreement (the “Agreement”) is made as of the 18th day of June, 2003, by and between Bakbone Software Incorporated, a corporation incorporated under the laws of the Province of Alberta, Canada (the “Company”) and the investors listed on Exhibit A attached hereto (each a “Purchaser” and together the “Purchasers”).
BAKBONE SOFTWARE INCORPORATED AMENDMENT TO STAND-ALONE RESTRICTED STOCK UNIT AWARD AGREEMENTAlone Restricted Stock Unit Award Agreement • August 6th, 2008 • Bakbone Software Inc • Services-prepackaged software
This Amendment to the Stand-Alone Restricted Stock Unit Award Agreement (the “Amendment”) is made and entered into as of the last date completed below, by and between Doug Lindroth (the “Grantee”) and Bakbone Software Incorporated (the “Company”).
Amendment No. 1 To AgreementAgreement • November 15th, 2010 • Bakbone Software Inc • Services-prepackaged software
This Amendment No. 1 (“Amendment”) to the Agreement (“Agreement”) by and between BakBone Software Incorporated (“BakBone”) and VantagePoint Venture Partners IV(Q) L.P., VantagePoint Venture Partners Principals Fund IV, L.P. and VantagePoint Venture Partners IV, L.P. (collectively, “VantagePoint”), made as of September 22, 2009, is entered into by the undersigned parties hereto (“Parties”) effective as of September , 2010 (“Amendment Effective Date”). Except as otherwise stated in this Amendment, the provisions of the Agreement shall remain in full force and effect, and unmodified. All references to articles and sections and use of defined terms herein shall have the same meanings and effect as stated in the Agreement unless otherwise stated in this Amendment.
STANDARD FORM MODIFIED GROSS OFFICE LEASEModified Gross Office Lease • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • California
This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of August 14, 2000, between AMERICAN ASSETS, INC., as agent for PACIFIC SORRENTO MESA HOLDINGS, L.P., a California limited partnership, and PACIFIC STONECREST HOLDINGS, L.P., a California limited partnership, as tenants in common (“Landlord”), and BAKBONE SOFTWARE, INC., a California corporation, (“Tenant”), who agree as follows:
To: Keith Richard Date: Feb. 21.2002Bakbone Software Inc • June 26th, 2003 • Services-prepackaged software
BAKBONE SOFTWARE INCORPORATED WARRANT TO PURCHASE 4,425,126 SHARES OF COMMON STOCKBakbone Software Inc • April 24th, 2007 • Services-prepackaged software • California
This Warrant is being issued pursuant to a Technology Development and License Agreement dated as of December 18, 2006 (the “TDLA”) between Sun and BakBone Software, Inc., a California corporation and a wholly owned subsidiary of the Company (the “Subsidiary”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the TDLA.
SETTLEMENT AGREEMENT AND GENERAL RELEASE OF CLAIMSSettlement Agreement And • November 10th, 2010 • Bakbone Software Inc • Services-prepackaged software • California
This Settlement Agreement and General Release of Claims (“Agreement”) is entered into as of November 8, 2010 (the “Effective Date”), by and among JK&B Capital IV and JK&B Capital IV QIP (collectively, “JK&B”), and Tom Neustaetter (“Neustaetter”), individually and in his capacity as attorney-in-fact for and on behalf of the ColdSpark Shareholders (as defined herein), on the one hand, and BakBone Software Incorporated (the “Company”), on the other hand (all of the foregoing, including the ColdSpark Shareholders, collectively, the “Parties”).
Re: Employment AgreementEmployment Agreement • April 27th, 2006 • Bakbone Software Inc • Services-prepackaged software • California
Bakbone Software Incorporated (the “Company”) is pleased to offer you the position of Senior Vice President and Chief Financial Officer (the “SVP and CFO”). This letter (the “Agreement”) sets forth, among other things, the terms of your employment with the Company.
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 14, 2005 AMONG BAKBONE SOFTWARE, INC. BLACKFOOT ACQUISITION, INC., CONSTANT DATA, INC. AND THE FOUNDERSAgreement and Plan of Merger • November 18th, 2005 • Bakbone Software Inc • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2005 (this “Agreement”) among BAKBONE SOFTWARE, INC., a California corporation (“Parent”), BLACKFOOT ACQUISITION, INC., a Minnesota corporation and a wholly owned subsidiary of Parent (“Mergerco”), CONSTANT DATA, INC., a Minnesota corporation (the “Company”), *** an individual, ***, an individual, and ***, an individual (***, ***, and *** collectively, the “Founders”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 21st, 2010 • Bakbone Software Inc • Services-prepackaged software • California
This Separation Agreement and Release (“Agreement”) is made by and between Kenneth W. Horner (“Employee”) and BakBone Software Incorporated (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SUBSCRIPTION FOR UNITSBakbone Software Inc • June 30th, 2004 • Services-prepackaged software
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase that number of units (“Units”) of the Corporation set forth below, for the aggregate subscription price set forth below, representing a subscription price of $0.88 (Canadian) per Unit (the “Subscription Price”), each Unit comprised of one (1) Common Share and one-half of one warrant (“Warrant”), each whole Warrant entitling the holder thereof to acquire one (1) Common Share at a price of $1.00 per share for a period of one year from the date of issuance, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Units of Bakbone Software Incorporated”, attached hereto (the “Subscription Agreement”).
BAKBONE SOFTWARE INCORPORATED STOCK OPTION AWARD AGREEMENTEquity Incentive Plan • March 8th, 2010 • Bakbone Software Inc • Services-prepackaged software • California
BAKBONE SOFTWARE INCORPORATED STOCK OPTION AGREEMENTStock Option Agreement • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • Alberta
BETWEEN BAKBONE SOFTWARE INCORPORATED, a body corporate, with an office in the City of Calgary, in the Province of Alberta (hereinafter called “the Corporation”) and
BAKBONE SOFTWARE INCORPORATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • California
This Investors’ Rights Agreement (the “Agreement”) is made by and among Bakbone Software Incorporated, a corporation incorporated under the laws of the Province of Alberta, Canada (the “Company”) and the investors listed on the signature page hereof (the “Investors”).
AGREEMENT AND PLAN OF MERGER by and among BAKBONE SOFTWARE INCORPORATED, CHICKASAW ACQUISITION CORPORATION, CHICKASAW ACQUISITION CORPORATION II, COLDSPARK, INC. AND THE STOCKHOLDER REPRESENTATIVE Dated as of May 11, 2009Agreement and Plan of Merger and Reorganization • May 14th, 2009 • Bakbone Software Inc • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is dated as of May 11, 2009 (the “Execution Date”), among BAKBONE SOFTWARE INCORPORATED, a Canadian corporation (“Parent”), CHICKASAW ACQUISITION CORPORATION, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), CHICKASAW ACQUISITION CORPORATION II, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub II”), COLDSPARK, INC., a Delaware corporation (the “Company”), and, with respect to Section 7.6 only, Tom Neustaetter as Stockholder Representative. Each of Parent, Merger Sub, Merger Sub II and the Company is a “Party” and together, the “Parties.”
BAKBONE SOFTWARE INC. DOMESTIC RESELLER AGREEMENT TERMS AND CONDITIONS BETWEEN. BAKBONE SOFTWARE, INC. ANDBakbone Software Inc • July 13th, 2001 • Gold and silver ores • California
Option Agreement for Optionees in Europe, Middle-East and AfricaStock Option Agreement • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
BAKBONE SOFTWARE INCORPORATED 10145 Pacific Heights Boulevard Suite 500 San Diego, CA 92121Letter Agreement • June 30th, 2004 • Bakbone Software Inc • Services-prepackaged software • California
The parties hereto are parties to a Series A preferred share purchase agreement (the “Share Purchase Agreement”) dated June 18, 2003, pursuant to which BakBone Software Incorporated (the “Company”) issued 22,000,000 Series A preferred shares (the “Stock” or the “Securities”) to VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (each a “Purchaser” and together, the “Purchasers”), in the allocations set forth in the Share Purchase Agreement, of which 18,000,000 of such Securities are presently held by the Purchasers. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Share Purchase Agreement.
