Rights Agreement Dated as of November 19, 2008 between Double-Take Software, Inc. and Continental Stock Transfer & Trust CompanyRights Agreement • November 19th, 2008 • Double-Take Software, Inc. • Services-prepackaged software • Delaware
Rights Agreement, dated as of November 19, 2008 (the “Agreement”), between Double-Take Software, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among VISION SOLUTIONS, INC. HA MERGER SUB, INC. and DOUBLE-TAKE SOFTWARE, INC. Dated as of May 17, 2010Agreement and Plan of Merger • May 17th, 2010 • Double-Take Software, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 17, 2010 by and among Vision Solutions, Inc., a Delaware corporation (“Parent”), HA Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Double-Take Software, Inc., a Delaware corporation (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined shall have the respective meanings ascribed thereto in Article IX.
DOUBLE-TAKE SOFTWARE, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New York
Cowen and Company, LLC Thomas Weisel Partners LLC Cibc World Markets Corp. Pacific Crest Securities As representatives of the several Underwriters
AMENDED AND RESTATED EMPLOYMENT/SEVERANCE AGREEMENTEmployment/Severance Agreement • November 14th, 2007 • Double-Take Software, Inc. • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED AGREEMENT made as of the 9th day of November, 2007 by and between David J. Demlow residing at the address indicated on the signature page hereto (hereinafter referred to as the “Employee”) and Double-Take Software, Inc., a Delaware corporation with principal offices located at 257 Turnpike Road, Suite 210, Southborough, Massachusetts 01772 (hereinafter referred to as the “Company”).
AMENDED AND RESTATED EMPLOYMENT/SEVERANCE AGREEMENTEmployment/Severance Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED AGREEMENT made as of the 31 day of October, 2006 by and between David J. Demlow residing at 5776 Kingfisher Place, Carmel, Indiana 46033 (hereinafter referred to as the “Employee”) and Double-Take Software, Inc., a Delaware corporation with principal offices located at 257 Turnpike Road, Suite 210, Southborough, Massachusetts 01772 (hereinafter referred to as the “Company”).
AMENDMENT 13Double-Take Software, Inc. • March 12th, 2010 • Services-prepackaged software
This Amendment 13 (“Amendment 13”) effective as of this 1st day of January, 2010 (“Effective Date”) between Double-Take Software, Inc. (formerly known as NSI Software, Inc.), 257 Turnpike Road, Suite 210, Southborough, MA 01772 (“Double-Take”) and Sunbelt Software Distribution, Inc., 33 North Garden, Suite 1200, Clearwater, FL 33755 (“VAR”) amends the Xcelerate Partner Agreement (“Agreement”), between the parties dated August 2, 2001.
Amended and Restated Xcelerate Distributor AgreementXcelerate Distributor Agreement • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New Jersey
This Amended and Restated Xcelerate Distributor Agreement (“Agreement”), effective as of the last date written below, is made by and between Double-Take Software, Inc. (hereinafter referred to as “NSI”), incorporated under the laws of Delaware, having its principal place of business at Two Hudson Place, Hoboken, NJ 07030, and Double-Take Software S.A.S. (hereinafter referred to as “DISTRIBUTOR”), having its principal place of business at 116-118 Avenue Paul Doumer, 92563 Rueil-Malaison, Cedex, France.
October 31, 2006Double-Take Software, Inc. • November 7th, 2006 • Services-prepackaged software • New Jersey
AMENDMENT 88 • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 8, dated April 1, 2005 (“Effective Date”), becomes part of the Xcelerate Partner Agreement (the “Agreement”) dated August 2, 2001 between NSI Software, Inc. (“NSI”) and Sunbelt Software Distribution, Inc. (“VAR”).
Addendum 4Addendum 4 • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Addendum 4 becomes part of the Xcelerate Partner Agreement (the “Agreement”) dated July 30, 2001, between NSI and Sunbelt Software International (“DISTRIBUTOR”).
ADDENDUM 3Addendum 3 • November 9th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Addendum 3 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”)
Loan and Security AgreementLoan and Security Agreement • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”) , whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower named above (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule and Exhibits to this Agreement (the “Schedule” and the “Exhibits,” respectively) shall for all purposes be deemed to be a part of this Agreement, and the same are integral parts of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
TWELFTH LOAN MODIFICATION AGREEMENTTwelfth Loan Modification Agreement • August 5th, 2009 • Double-Take Software, Inc. • Services-prepackaged software
This Twelfth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 30, 2009 and is effective as of April 29, 2009, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”) and DOUBLE-TAKE SOFTWARE, INC., f/k/a NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).
SHARES PURCHASE AGREEMENT dated as of May 23, 2006 among NSI SOFTWARE, INC. and the SHAREHOLDERS OF SUNBELT SYSTEM SOFTWARE S.A.S.Shares Purchase Agreement • November 9th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New York
THIS SHARES PURCHASE AGREEMENT, dated as of May 23, 2006 (this “Agreement”), is entered into by and among NSI SOFTWARE, INC., a Delaware corporation with its principal place of business located at 257 Turnpike Road, Southboro, MA 01772, USA (“NSI”), and (i) SUNBELT INTERNATIONAL S.A.R.L., a limited liability company existing under the laws of the Republic of France, and (ii) Mr. Jo MURCIANO, residing at 7, Allée Jean Houdon, 92500 Rueil-Malmaison, France (collectively, the “Sunbelt Shareholders”) as the holders of all of the shares of SUNBELT SYSTEM SOFTWARE S.A.S., a société par actions simplifiée existing under the laws of the Republic of France, with a share capital of €37,000, having its corporate headquarters located at 116-118 avenue Paul Doumer 92500 Rueil-Malmaison, identified under number 389 300 690 RCS Nanterre (“Sunbelt”).
AMENDMENT AND JOINDER AGREEMENT Dated as of July 31, 2006Registration Rights Agreement • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New York
Reference is made to that certain Amended and Restated Registration Rights Agreement, dated as of October 6, 2004 (the “Registration Rights Agreement”), by and among NSI Software, Inc. (subsequently re-named Double-Take Software, Inc. (the “Company”)), the Series B Investors named on Exhibit A thereto (the “Series B Investors”) and the Series C Investors named on Exhibit B thereto (together with the Series B Investors, the “Investors”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Rights Agreement.
ADDENDUM 3Addendum 3 • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Addendum 3 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”)
ELEVENTH LOAN MODIFICATION AGREEMENTEleventh Loan Modification Agreement • August 11th, 2008 • Double-Take Software, Inc. • Services-prepackaged software
This Eleventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of the Eleventh Loan Modification Effective Date, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 380 Interlocken Crescent, Suite 600 Broomfield, Colorado 80021 (“Bank”) and DOUBLE-TAKE SOFTWARE, INC., f/k/a NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).
AMENDMENT 77 • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 7 (“Amendment”) effective as of the 18th day of February, 2005 (“Effective Date”) amends the Product License and Distribution agreement (the “Agreement”), dated December 10, 2001, between NSI Software, Inc. (“NSI”) and Dell Computer Corporation (“Dell”).
Addendum 4Addendum 4 • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Addendum 4 becomes part of the Xcelerate Partner Agreement (the “Agreement”) dated August 2, 2001, between NSI and Sunbelt Software Distribution, Inc. (“VAR”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • November 9th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 26, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation, with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).
DOUBLE-TAKE SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 200 by and between Double-Take Software, Inc., a Delaware corporation (“Double-Take”), and (“Indemnified Person”).
ADDENDUM 1Addendum 1 • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Addendum 1 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated July 2, 2001, between NSI and Sunbelt Software Distribution Inc.
December 2, 2008 Jo Murciano c/o Double-Take Software SAS 116-118 Avenue Paul Doumer 92500 Rueil Malmaison France Dear Jo,Letter Agreement • December 8th, 2008 • Double-Take Software, Inc. • Services-prepackaged software • Massachusetts
Once executed by both parties, this letter agreement (this “Letter Agreement”) will constitute an agreement between Double-Take Software, Inc. (the “Company”) and you with respect to certain payments and benefits that may become payable to you in connection with a termination of your tenure as Président of Double Take France SAS, (the “Subsidiary”) the wholly-owned French subsidiary of the Company, without Cause (as defined in Section 1). For purposes of this Letter Agreement, the “Effective Date” shall be the date first set forth above.
Amendment 11Amendment • May 12th, 2008 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 11(“Amendment”) effective as of this 1st day of January, 2008 (“Effective Date”) between Double-take Software Inc. (Formerly known as NSI Software Inc.) 257 Turnpike Road. Suite 210 Southborough MA 01772 (“Double-Take”) and Sunbelt Software Distribution Inc. 101 North Garden Avenue Clearwater FL 33755 (“VAR”) amends the Xcelerate Partner Agreement (the “Agreement”) between the parties dated August 2, 2001.
AMENDMENT 9Xcelerate Partner Agreement • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 9 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI Software, Inc. located at 257 Turnpike Road, Suite 210, Southborough, MA 01772 and Sunbelt Software Distribution Inc., located at 101 North Garden Avenue, Clearwater, Florida 33755 (“VAR”).
LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into between E-L Allison Pointe II, LLP (“Landlord”) and Network Specialists, Incorporated (“Tenant”).Lease Agreement • November 9th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
NON-DISCLOSURE CONFIDENTIALITY AGREEMENT DOUBLETAKE SOFTWARE, INC.Non-Disclosure Confidentiality Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software • New Jersey
(hereinafter referred to as the “employee”) hereby acknowledges that Double-Take Software, Inc., et al. (hereinafter referred to as the “Corporation”) is engaged in the business of developing, selling, distributing, supporting, installing and servicing computer related software. Both parties agree that the operation of the business and performance of the work of the Corporation involves special skills, knowledge, trade secrets, special techniques, procedures or names and addresses of the customers, past and present, of the Corporation. The employee acknowledges that he is being employed with the express understanding that all of the foregoing shall not be divulged or otherwise disclosed to anyone at any time.
AMENDMENT 5Product License and Distribution • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 5 shall become part of the PRODUCT LICENSE AND DISTRIBUTION (the “Agreement”), dated December 10, 2001, between NSI and Dell Computer Corporation (“Dell”).
AMENDMENT 7Xcelerate Partner Agreement • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 7 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).
AMENDMENT 6Amendment 6 • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 7 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).
DOUBLE-TAKE SOFTWARE 2006 OMNIBUS INCENTIVE PLAN DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTDirector Nonqualified Stock Option Agreement • November 7th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
Double-Take Software, Inc, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2006 Omnibus Incentive Plan (the “Plan”).
SEVENTH LOAN MODIFICATION AGREEMENTSeventh Loan Modification Agreement • August 29th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 1, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).
AMENDMENT 12Double-Take Software, Inc. • March 13th, 2009 • Services-prepackaged software
This Amendment 12 (“Amendment 12”) effective as of this 1st day of January, 2009 (“Effective Date”) between Double-Take Software, Inc. (formerly known as NSI Software, Inc.), 257 Turnpike Road, Suite 210, Southborough, MA 01772 (“Double-Take”) and Sunbelt Software Distribution, Inc., 33 North Garden, Suite 1200, Clearwater, FL 33755 (“VAR”) amends the Xcelerate Partner Agreement (“Agreement”), between the parties dated August 2, 2001.
AMENDMENT 55 • November 9th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Amendment 6 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).
ADDENDUM 1Addendum 1 • November 28th, 2006 • Double-Take Software, Inc. • Services-prepackaged software
This Addendum 1 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated July 2, 2001, between NSI and Sunbelt Software Distribution Inc.
