EXHIBIT 10.37


NEXSAN CORPORATION

555 St. Charles Drive, Suite 202

Thousand Oaks, CA 91360


 


December 24, 2009


 


Thomas F. Gosnell


 


Re: Exchange Right of
Exchangeable Shares pursuant to the Exchangeable Share Provisions and the
Exchange Agreement dated March 24, 2005 between Nexsan Corporation,
6360319 Canada Inc., a corporation existing under the federal laws of Canada,
6360246 Canada Inc., a corporation existing under the federal laws of Canada
and Thomas Gosnell.


 


Dear Mr. Gosnell:


 


This letter is to confirm
the previous agreement between Nexsan Corporation (the “Company”)
and yourself to exercise your right to exchange (the “Exchange”)
all of the four million eight hundred seventy-four thousand nine hundred
seventy-four (4,874,974) shares of 6360319 Canada Inc. that were issued to you
in connection with the Company’s purchase of AESign Evertrust Inc. (the “Exchangeable Shares”) for an
equivalent number of shares of the Company’s common stock, subject to
adjustment to give effect to any stock splits, dividends, recapitalizations or
other similar events (the “Exchange Right”),
prior to the completion of the Company’s Initial Public Offering (the “IPO”).


 


As an inducement to your
willingness to execute this letter, the Company hereby agrees, and the Company’s
Board of Directors has determined, that, in order to assist you in satisfying
your personal tax liabilities resulting from your exercise of the Exchange
Right, you shall be permitted to sell in the IPO up to twenty-five percent
(25%) of the shares of common stock of the Company issued to you upon exercise
of the Exchange Right.


 


The
information to be provided by the Company in its registration statement filed
with the SEC will assume that you exercise the Exchange Right immediately prior
to the completion of the IPO, accordingly, if your present intention is to so
exercise the Exchange Right, please execute this letter on the signature line
provided below and return the executed counterpart as quickly as possible by
one of the delivery methods described below, but in no event later than January 6,
2010.  This letter constitutes an
irrevocable election to exercise the Exchange Right immediately prior to the
Company’s IPO, subject of course to the closing of the IPO, and further subject
to the IPO closing on or before December 31, 2010.  As a point of additional clarity and to avoid
any confusion the actual Exchange is not occurring as at the date of this
letter but only at that point in time immediately before closing of the Company’s
IPO.


 


In order to
effect the Exchange, you hereby agree to take all necessary action to exercise
the Exchange Right immediately prior to the IPO, upon the request of the
Company, including your delivery and surrender of the certificates
representing the Exchangeable Shares to the Company, together with such other
documents and instruments as are required to effect a transfer under applicable
laws and the by-laws.


 


If you have any questions
regarding the matters in this letter, please contact the Company’s outside
legal counsel, Rob Ricca of Fenwick & West LLP at (415) 875-2430 or
rricca@fenwick.com.


 

















 


You may return this letter
in one of the following ways:


 


·                  by fax via the attached cover sheet to the
attention of Rob Ricca of Fenwick & West LLP at (415) 281-1350;


·                  by email (e.g., as a PDF, TIFF or similar
file) to Rob Ricca at rricca@fenwick.com; or


·                  by mail overnight to:


 


Rob Ricca


Fenwick & West LLP


555 California Street


12th Floor


San Francisco, CA 94104


 


On behalf of the Company, we
thank you very much for your continued service and support.


 


Sincerely,


 


NEXSAN CORPORATION


 


 


	
  By:

  	
  /s/ Philip Black

  	
   

  
	
   

  	
  Name: Philip Black

  	
   

  
	
   

  	
  Title: CEO

  	
   

  



 


ACCEPTED AND AGREED to as of
the date set forth above:


 


 


	
   

  	
  /s/ Thomas F. Gosnell

  
	
   

  	
  Thomas F. Gosnell