0001047469-08-005175 Sample Contracts

Contract
Nexsan Corp • April 25th, 2008 • Non-operating establishments • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND BROADCAST RESPONSE, INC., a California corporation, AS TENANT SUITE 202 HILLSIDE CORPORATE CENTER 555 ST. CHARLES DRIVE, THOUSAND...
Standard Office Lease • April 25th, 2008 • Nexsan Corp • Non-operating establishments • California

This Standard Office Lease (“Lease”) is made and entered into as of this 30th day Of March, 2006, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and BROADCAST RESPONSE, INC., a California corporation (“Tenant”).

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WARRANT TO PURCHASE STOCK
Nexsan Corp • April 25th, 2008 • Non-operating establishments • California

THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of Nexsan Corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and Holder dated as of August 10, 2005 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)

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NEXSAN TECHNOLOGIES INCORPORATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • California

This LOAN AND SECURITY AGREEMENT is entered into as of March 31, 2004, by and between COMERICA BANK (“Bank”) and NEXSAN TECHNOLOGIES INCORPORATED (“Borrower”).

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SUBSCRIPTION AGREEMENT ENTERED INTO AT MONTRÉAL, QUÉBEC, AS OF March 29, 2007.
Subscription Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

AMONG: NEXSAN CORPORATION, a Delaware corporation, represented herein by Philip Black, acting as Chief Executive Officer, duly authorized for the purposes hereof as he so declares and having its head office in California; (hereinafter referred to as the “Corporation”)

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Contract
Nexsan Corp • April 25th, 2008 • Non-operating establishments • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION UNDER SUCH ACT.

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NEXSAN CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

Unless otherwise defined herein, capitalized terms defined in the 2001 Stock Plan (the “Plan”) of Nexsan Corporation (the “Company”) shall have the same meanings when used in this Restricted Stock Purchase Agreement (the “Agreement”).

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Revised Employment Agreement between Nexsan Technologies, Inc. and Rik Mussman
Employment Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • California

This agreement (the “Agreement”) replaces and supersedes the employment agreement you and Nexsan Technologies, Inc. (the “Company”) signed on October 12, 2006. This Agreement sets forth the terms and conditions of your employment by the Company and your compensation. We encourage you to keep a copy for your own records, as it reflects your new employment status with the Company.

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STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
Work Letter Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments
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NEXSAN CORPORATION
Registration Rights Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2007, (the “Agreement”) among NEXSAN CORPORATION, a Delaware corporation (the “Corporation”), the PRIOR STOCKHOLDERS (as herein defined), the OTHER RIGHTS HOLDERS (as herein defined), the SERIES A INVESTORS (as herein defined) and SERIES C INVESTORS (as herein defined).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments

This Employment Agreement (the “Agreement”) by and between AESIGN EVERTRUST INC., a company incorporated federally under the Canada Business Corporations Act (the “Company”), Nexsan Corporation, a Delaware corporation (“Nexsan”), and Thomas F. Gosnell (“Executive”) is hereby entered into and effective as of March 24, 2005

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Employment Agreement among Nexsan Corporation, Nexsan Technologies Incorporated and Jim Molenda
Employment Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 4, 2007 (the “Agreement Date”) between and among Nexsan Corporation (“Holdings”), Nexsan Technologies Incorporated (the “Company”) and Jim Molenda (“Executive”). This Agreement is intended to supersede all earlier employment agreements including the original Employment Agreement of January 4th, 2001.

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AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

AGREEMENT, made this th day of July 2001, amending and restating the Consulting Agreement dated the 4th day of January, 2001 (“Original Agreement”) by and between Nexsan Corporation, having its principal place of business at 21700 Oxnard Street, Suite 1850, Woodland Hills, California 91367 (the “Company”) and Beechtree Capital, LLC, having its principal place of business at One Rockefeller Plaza, New York, New York 10020 (hereinafter the “Consultant).

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EXCHANGE AGREEMENT
Exchange Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • Ontario

WHEREAS pursuant to an purchase agreement (the “Purchase Agreement”) dated as of March 142005 by and among Parent, the Corporation, AESign Evertrust Inc. (“AESign”), Gosnell, Esther Hotter, Rosamaria Koppes, Puneet Mehta and Robert G. Delamore, the Corporation has agreed to issue exchangeable shares in the capital of the Corporation (the “Exchangeable Shares”) to Gosnell in part consideration for the purchase by the Corporation of all of the issued and outstanding Class A common shares of AESign owned by Gosnell;

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Contract
Stockholders’ Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of March 29, 2007, among NEXSAN CORPORATION, a Delaware corporation (the “Corporation”), the Series C Investors (as defined herein), the Series A Investors (as defined herein), the Evertrust Stockholder and those Prior Stockholders (as defined herein) that shall have executed and delivered a counterpart of this Agreement or the Original Agreement (as defined herein).

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Revised Employment Agreement between Nexsan Technologies, Inc. and Gregg Pugmire
Employment Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • California

This agreement (the “Agreement”) replaces and supersedes the employment agreement you and Nexsan Technologies, Inc. (the “Company”) signed on November 15, 2006. This Agreement sets forth the terms and conditions of your employment by the Company and your compensation. We encourage you to keep a copy for your own records, as it reflects your new employment status with the Company.

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Contract
Nexsan Corp • April 25th, 2008 • Non-operating establishments • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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AGREEMENT
Stock Option Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

This Agreement (this “Agreement”), dated as of January 30, 2008, by and between BEECHTREE CAPITAL LLC, a Delaware limited liability company and affiliate of the Company (as hereinafter defined) (“Beechtree”), and NEXSAN CORPORATION (the “Company”).

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NEXSAN CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

Whereas, Beechtree Capital, LLC and Nexsan Corporation executed and delivered a Restricted Stock Purchase Agreement on or about July 9, 2001 to evidence their agreement regarding the terms of the purchase by Beechtree Capital, LLC of 500,000 shares of common stock of Nexsan Corporation (the “Original RSPA”); and

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NEXSAN CORPORATION [FORM OF] STOCK OPTION AGREEMENT
] Stock Option Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

The Company’s Board of Directors has determined that the objectives of the Company will be furthered by granting to the Optionee a stock option.

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AGREEMENT AND RELEASE
Agreement and Release • April 25th, 2008 • Nexsan Corp • Non-operating establishments • Delaware

This Agreement and Release (the “Agreement”) is entered into, as of November 14, 2007 (the “Effective Date”), by and among Nexsan Corporation, a Delaware corporation (the “Company”), 6360319 Canada Inc. (“Nexsan Sub”) and 6360246 Canada Inc. (“6360246 Canada”), each of Nexsan Sub and 6360246 Canada a company incorporated federally under the Canada Business Corporations Act and a direct or indirect wholly-owned subsidiary of the Company, Nexsan Technologies Canada Inc. (formerly known as AESign Evertrust Inc. (“Evertrust”)), Thomas F. Gosnell (“Gosnell”), Robert G. Delamore (“Delamore”), and Esther Hotter, Rosamaria Koppes and Puneet Mehta (collectively, the “Other Evertrust Sellers;” and Gosnell, Delamore and the Other Evertrust Sellers, collectively, the “Evertrust Sellers” and each, individually, an “Evertrust Seller”). Capitalized terms used and not otherwise defined in this Agreement shall have the meaning set forth in the Purchase Agreement (as defined below).

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Revised Employment Agreement between Nexsan Technologies, Inc. and Gene Spies
Employment Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • California

This agreement (the “Agreement”) replaces and supersedes the employment agreement you and Nexsan Technologies, Inc. (the “Company”) signed on May 16, 2005 and amended on January 18, 2007. This Agreement sets forth the terms and conditions of your employment by the Company and your compensation. We encourage you to keep a copy for your own records, as it reflects your new employment status with the Company.

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Employment Agreement between Nexsan Technologies, Inc. and Philip Black
Employment Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective on November 21, 2007 (the “Agreement Date”) between and among Nexsan Corporation (“Holdings”), Nexsan Technologies, Inc. (the “Company”) and Philip Black (“Executive”).

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FORM OF CALL OPTION AGREEMENT
Call Option Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

WHEREAS the Optionor is the registered and beneficial owner of an option dated as of the date hereof (the “Option”) entitling the Optionor to purchase up to common shares (the “Shares”) in the capital stock of Nexsan Corporation (the “Corporation”) at any time within ( ) years from and after the date thereof at the exercise price of per Share in lawful currency of the United States of America, all on and subject to the terms and conditions set out in the Option;

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PURCHASE AGREEMENT
Purchase Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • Delaware

This Agreement is made as of March 14, 2005, by and among Nexsan Corporation, a Delaware corporation (the “Parent”), 6360319 Canada Inc., a company incorporated federally under the Canada Business Corporations Act and an indirect wholly-owned subsidiary of the Parent (the “Buyer”), AESign Evertrust Inc., a company incorporated federally under the Canada Business Corporations Act (the “Company”), Thomas F. Gosnell (“Gosnell”), Robert G. Delamore, Esther Hotter, Rosemaria Koppes and Puneet Mehta (collectively, with Gosnell, the “Sellers”, and individually each a “Seller”). The Buyer, the Parent, the Company and the Sellers are referred to collectively herein as the “Parties” and sometimes individually as a “Party”.

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AGREEMENT
Agreement • April 25th, 2008 • Nexsan Corp • Non-operating establishments • New York

This Agreement (this “Agreement”) dated as of January 15, 2008, by and between James Molenda (“Molenda”) and NEXSAN CORPORATION (the “Company”).

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