WHEREAS, the Seller owns (i) 140,000,500
shares of common stock (the “Common Shares”) of NXSN Acquisition Corp., a Delaware corporation and subsidiary of the
Buyer (“NXSN”), (ii) 5,600,000 shares of preferred stock (the “Preferred Shares” and together
with the Common Shares, the “Shares,” represents Seller’s entire ownership in NXSN);
WHEREAS, the Buyer desires to hereby purchase,
and the Seller desires to hereby sell to the Buyer, the Shares, on the terms and for the consideration set forth herein.
In consideration of
the mutual covenants and representations herein set forth, the Seller and the Buyer agree as follows:
of the Shares. The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, the
Shares pursuant to the terms and conditions set forth in this Agreement.
As payment for the Shares, Buyer shall (i) pay the Seller $1in immediately available U.S. dollars to an account designated by the
Seller (the “Cash Consideration”), and (ii) simultaneously with the execution of this Agreement, cause
its subsidiary, NXSN, to execute an Option Agreement in favor of Seller, substantially in the form attached hereto as Exhibit A,
granting the Seller the right to purchase 100% of the shares of Nexsan Corporation, a Delaware corporation (“Nexsan”,
such agreement, the “Option Agreement”). Upon receipt of a duly executed copy of this Agreement, the
Cash Consideration, and a duly executed copy of the Option Agreement, the Seller shall deliver to the Buyer copies of stock certificates
representing the Shares.
and Warranties of the Buyer. In connection with the purchase of the Shares, the Buyer represents to the Seller the following:
Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of
Shares to Seller.
to Cause Option to be Issued. Buyer has the authority and power to cause NXSN to enter into the Option Agreement contemporaneous
with the execution of this Agreement, and the Option Agreement will be validly executed and delivered and enforceable by law.
Legal Advice from Seller. Buyer acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with Buyer ‘s legal counsel, investment and tax advisors. Buyer is not relying on any statements or representations
of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions
contemplated by the Agreement.
Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Seller in respect
of this Agreement based upon any arrangement or agreement made by or on behalf of Buyer.
and Warranties of the Seller. In connection with the purchase of the sale of the Shares, the Seller represents to the Buyer
Seller. Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of
Shares to the Buyer.
of Shares. As of the date hereof, Seller is the legal and beneficial owner of the Shares and will transfer to Buyer good and
marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance
Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer in respect of
this Agreement based upon any arrangement or agreement made by or on behalf of Seller.
of Material Impacts. Seller has disclosed to Buyer all circumstances that may have a material adverse effect on the performance
of this Agreement.
appointed NXSN directors will resign upon execution of this Agreement.
and Warranties of NXSN
On the date of the signing of this Agreement, NXSN has the powers, rights, authority and ability to sign and deliver this Agreement.
Breach of Law or Other Agreement. No signing and delivery of this Agreement and no performance by NXSN of its obligations under
this Agreement shall (i) result in any violation of any relevant laws and regulations; (ii) conflict with the certificate of incorporation
or other organizational documents of NXSN; (iii) result in any breach of any binding agreements or instruments to which they are
a party or constitute any breach of contract under any binding agreements or instruments to which they are a party; (iv) result
in any breach of any licenses or approvals issued by the relevant competent government departments to them; or (v) cause any licenses
or approvals issued by the relevant competent government departments to them to be suspended or revoked or attached with any conditions;
Not Impacted by Proceedings. There is no suit, arbitration or other judicial or administrative proceedings that are pending
or may have a substantial impact on the performance of this Agreement or the Nexsan Stock Purchase Agreement.
of Material Impacts. NXSN has disclosed to Buyer all circumstances that may have a material adverse effect on the performance
of this Agreement.
has not engaged in any business activities other than as the holding company of Nexsan.
has no assets or liabilities other than the Senior Secured Convertible Note due to Buyer and those under Nexsan.
has no past due tax liabilities and are fully in compliance with all of the tax filings.
There is no suit, or proceeding pending, against,
threatened against, or a written or oral claim, nor is there any settlement agreement or stipulation in litigation.
of Claims. Seller, on behalf of itself and its predecessors, successors, assigns, their past, present and future officers,
agents directors, general partners, limited partners, employees, investors, stockholders administrators, affiliates, administrators,
beneficiaries, and representatives and the beneficiaries, heirs, executors, representatives and insurers of any of them (the “Releasing
Parties”), hereby fully, finally and irrevocably releases, acquits and forever discharges Buyer, its direct and indirect
subsidiaries, each of their respective affiliates, predecessors, successors and assigns and the beneficiaries, heirs, executors,
representatives and insurers of any of them (collectively, the “Released Parties”) from any and all Actions
(as defined below), Liabilities (as defined below), costs and expenses of every kind and nature whatsoever, whether arising from
any express, implied, oral or written contract or agreement or otherwise, known or unknown, past, present or future, suspected
or unsuspected, at law or in equity, contingent or otherwise (collectively, a “Potential Claim”), that
the Releasing Parties, or any of them, had, has or may have in the future against any of the Released Parties for any matter, cause
or thing relating to NXSN and/or any direct or indirect subsidiary or affiliate of NXSN, officers and directors occurring at any
time at or prior to the date of this Agreement (subject to the exceptions described below, the “Released Matters”),
except that the Released Matters do not include, and nothing in this Agreement will affect or be construed as a waiver or release
by the Releasing Parties of, any Potential Claim by the Releasing Parties arising from or relating to: (i) any rights or benefits
available to any Releasing Party under this Agreement, and (ii) claims that cannot be released as a matter of law. “Action”
means any action, audit, charge, claim, complaint, demand, grievance, hearing, inquiry, investigation, litigation, proceeding,
citation, summons, subpoena or suit, whether civil, criminal, administrative or judicial, whether formal or informal, whether public
or private, commenced, brought, conducted or heard by or before, or otherwise involving, any government authority, and any mediation.
“Liabilities” means any and all liabilities, indebtedness, claims, guaranties commitments, deficiencies
and obligations of any kind, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or undeterminable,
on- or off-balance sheet or required to be recorded on a balance sheet prepared in accordance with generally accepted accounting
principles, including those arising under any law, regulation or court order and those arising under any contract or agreement.
Fascimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart
may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of
the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of
New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.
If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
Effect; Assignment. This Agreement (i) may be assigned by Seller to a partnership in which Seller is the general partner or
a limited liability company in which Seller is the managing member, and (ii) shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors and permitted assigns.
The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and
cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the
transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by
an agreement in writing signed by the other party hereto.
Any notice or other communication under this Agreement shall be in writing and shall be considered given when (a) sent by telecopier,
with receipt confirmed, (b) delivered personally, or (c) one business day after being sent by recognized overnight courier, to
the parties at the addresses set forth on the signature page hereto (or at such other address as a party may specify by notice
to the other).
[Signature page to
IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first set forth above.