Agreement

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".

In exchange for each Party's agreement to release and discharge the other from any claim or cause of action arising from the Company's nomination of six directors elected by all shareholders at the March 2009 shareholders meeting and to be elected at the 2009 AGM by all shareholders as proposed by the Company in its proxy circular dated August 19, 2009, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, each of the undersigned, intending to be legally bound, hereby agrees as follows:

1. Election of Board Member. Immediately following both (i) the annual meeting of the Company's shareholders on September 15, 2009, including any adjournment or postponement thereof (the " 2009 Annual Meeting ") and (ii) the submission by VantagePoint to the Company of a nominee, the Company's board of directors shall elect the nominee of VantagePoint (the " VantagePoint Nominee ") as director to hold office until the next annual meeting of shareholders of the Company. Concurrently with the election of the VantagePoint Nominee, VantagePoint shall consent to an increase in the size of the board of directors to nine (9) members. If the VantagePoint Nominee, once elected, resigns or is unable to serve as a director of the Company prior to the 2010 AGM (as defined below), then the Company's board of directors shall elect another nominee designated by VantagePoint, who will then be deemed the VantagePoint Nominee. VantagePoint's rights under this paragraph will terminate on the conclusion of voting by the Company's shareholders with respect to the matters addressed in Section 3 below.
2. [Intentionally deleted].
3. Covenants. The Company and its board of directors, as appropriate, shall
4. 1. duly call, issue notice of and hold the annual general meeting of shareholders following conclusion of the 2010 fiscal year and in any event, by no later than September 30, 2010 (the " 2010 AGM ");
   2. file its proxy material with the U.S. Securities and Exchange Commission (" SEC ") not later than 40 days before the 2010 AGM and will use best efforts to have such materials cleared by the SEC as soon as reasonably practicable;
   3. propose at the 2010 AGM, or any earlier meeting of, or action by written consent of, the Company's shareholders, for approval by the Company's shareholders the amendment of the articles of continuance of the Company (the " Articles ") as follows (the " Amendment "):

Section 5(a) of the Articles be amended to read as follows:

"(a) Voting for Directors . The holders of Series A Preferred Shares shall, voting together as a class, have the right to elect three (3) directors of the Corporation. The holders of the Common Shares, together with the holders of Series A Preferred Shares voting together on an as converted basis, shall have the right to elect the remaining directors of the Corporation. In the case of any vacancy on the Board of Directors occurring among the directors elected by a specified group of shareholders and not caused by removal, the remaining director or directors so elected by such specified group may elect a successor to hold the office for the unexpired term of such director. Any director who shall have been elected by a specified group of shareholders may be removed during the aforesaid term of office, either for or without cause, by, and only by, (a) in the case of the directors elected by the holders of the Series A Preferred Shares, the affirmative voted of the holders of a majority of the shares of such specified group, and (b) in the case of the balance of the directors, the affirmative vote of the holders of a majority of the shares voted at a duly called meeting held to consider such action, in each case given at a special meeting of such shareholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled only by (i) in the case of the directors elected by the holders of the Series A Preferred Shares, the vote of the holders of a majority of the shares of such specified group represented at such meeting or in such consent, and (ii) in the case of the balance of the directors, the affirmative vote of the holders of a majority of the shares voted at a duly called meeting held to consider such action. In addition, notwi