IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written.
IN WITNESS WHEREAS the parties have executed this Agreement effective the date first above written.
IN WITNESS WHEREAS the party hereto has caused this VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. SPHERE 3D CORPORATION By: Name: Title: [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] IN WITNESS WHEREAS, the party hereto has caused this VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. STOCKHOLDER: (Signature) (Print Address) (Print Address) (Print Fax Number) (Print Telephone Number) Shares and Company Options and Other Rights beneficially owned on the date hereof, or over which Stockholder exercises voting power on the date hereof: 0 Company Common Stock 0 Company Options and Other Rights 0 Company RSUs 0 Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (“Stockholder”) of Overland Storage, Inc., a California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints the Chief Financial Officer of Sphere 3D Corporation, an Ontario corporation (“Parent”), or any other designee of Parent, as the sole and exclusive attorney and proxy of Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent that Stockholder is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by Stockholder, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by Stockholder as of the date of this Irrevocable Proxy are listed on Schedule 1 of this Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all prior proxies (other than this Irrevocable Proxy) given Stockholder with respect to the subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any subsequent proxies with respect to such subject matter or enter into any agreement or understanding with any Person (as defined in the Merger Agreement (as defined below)) to vote or give instructions with respect to such subject matter in any manner inconsistent with the terms of this Irrevocable Proxy until after the Expiration Time (as defined below).
IN WITNESS WHEREAS the Participant has executed this Beneficiary Designation on the date designated below.
IN WITNESS WHEREAS. PPS LLC AND FIRM have caused this Agreement to be duly executed.
IN WITNESS WHEREAS the parties hereto have caused this VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written.
IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. SIGNED, SEALED AND DELIVERED in the (Insert Registered Owner Name)
IN WITNESS WHEREAS the parties have executed this Beneficiary Designation on the date designated below. Date: , Signature of Participant Received: FEDERAL SIGNAL CORPORATION Date: , By:
IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. SIGNED, SEALED AND DELIVERED in SIGNED, DELIVERED AND ATTESTED HALIFAX REGIONAL MUNICIPALITY Policy Criteria Staff Comment
