Common use of IN WITNESS WHEREAS Clause in Contracts

IN WITNESS WHEREAS. the parties hereto have caused this Voting Agreement to be executed as of the date first above written. Stockholder: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (Print Address) (Print Address) (Print Fax Number) (Print Telephone Number) The undersigned stockholder (the “Stockholder”) of Xxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx of XXX Pharma A/S (“Acquiror”), and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent of the Stockholder’s rights to do so) with respect to: (i) the outstanding shares of capital stock of the Company owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy; and (ii) any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies given by the Stockholder with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreement). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: Xxxx Xxxx “Xxxx Xxxx” (Print Name Signature of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) Bonescien 19, 5155 Bones. (Print Address) Norway (Print Address) (Print Fax Number) +00 00000000 (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: _____ Company Common Stock _____ Company Options and Other Rights _____ Company RSUs _____ Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderXXXXXXXXXXX: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (Print XXXXXXXX 0, X.X. By: Cyrus Capital Partners, L.P., its investment manager By: “Xxxxxxxx X. Xxxxxx” Name: Xxxxxxxx X. Xxxxxx Title Authorized Signatory Address) (Print Address) (Print Fax Number) (Print Telephone Number) : c/o Cyrus Capital Partners, L.P. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxx Xxxxxxxx [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSYNOPSYS, INC. By: Name: Xxxxx Xxxxx Title: Assistant Secretary [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: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (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: Company Common Stock Company Options Company RSUs Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of Xxxxxx, Inc.Virage Logic Corporation, a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the General Counsel of XXX Pharma A/S Synopsys, a Delaware corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties each party hereto have has executed or caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above writtenwritten above. StockholderPARENT: (Print Name of Stockholder) (Signature) (Print name HIGHWIRE CAPITAL, LLC a Texas limited lability company By: /s/ Bxx Xxxxxx Bxx Xxxxxx, Chief Executive Officer STOCKHOLDER: /s/ Wxxxxxx Xxxxxxx Wxxxxxx Xxxxxxx Phone: 900-000-0000 Email: b0xxxx@xxx.xxx Address: 400 Xxxxx Xxxxx, #000 Juno Beach, Florida 33408 Shares and title if signing Company Options and Other Rights beneficially owned on behalf of an entity) (Print Address) (Print Address) (Print Fax Number) (Print Telephone Number) the date hereof, or over which Stockholder exercises voting power on the date hereof: Company Common Stock: 4,709,837 Company Options: 50,000 Company RSUs: 0 The undersigned stockholder (the “Stockholder”) of XxxxxxSPAR Group, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx of XXX Pharma A/S Highwire Capital, LLC, a Texas limited liability company (“AcquirorParent”)) and its designees, and each of themthem acting together or individually, as the attorneys sole and exclusive attorneys-in-fact and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding shares of capital stock of the Company that now are or hereafter may be beneficially owned by Stockholder, any and all other shares or securities of record the Company issued or issuable in respect thereof on or after the date hereof, and any and all other shares or securities of the Company over which Stockholder may now or hereafter have or exercise voting power or authority (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: Xxxxx XxXxxxxxx “Xxxxx XxXxxxxxx” (Print Name Signature of Stockholder) 0 Xxxx Xxxxxxxx Xxxxx (SignatureXxxxx Xxxxxxx) (Print name and title if signing on behalf of an entity) XxXxxxx, Xxxxxxxxxx 00000 (Print Address) (Print Address) 000 000 0000 (Print Fax Number) 000 000 0000 cell (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: _____ Company Common Stock _____ Company Options and Other Rights _____ Company RSUs _____ Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (Print CRS MASTER FUND, L.P. By: Cyrus Capital Partners, L.P., its investment manager By: “Xxxxxxxx X. Xxxxxx” Name: Xxxxxxxx X. Xxxxxx Title Authorized Signatory Address) (Print Address) (Print Fax Number) (Print Telephone Number) : c/o Cyrus Capital Partners, L.P. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxx Xxxxxxxx [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: Xxx Xxxxxxxxx “Xxx Xxxxxxxxx” (Print Name Signature of Stockholder) 000 Xxxxxxxx Xx. (SignatureXxxxx Xxxxxxx) (Print name and title if signing on behalf of an entity) (Print Address) Xxxxxxxxxxxx, XX 00000 (Print Address) (Print Fax Number) 000-000-0000 (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: (pre-split) __1,000___ Company Common Stock (pre-split) __30,000__ Company Options and Other Rights _________ Company RSUs _________ Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: (Print Name of Stockholder) FBC HOLDINGS S.A.R.L. “signed” (Signature) Manager A: Manacor (Print name and title if signing on behalf of an entityLuxembourg) S.A. 00x, xxxxxx X.X. Xxxxxxx. L-1855 Luxembourg (Print Address) X.X. Xxx 000, X-0000 Xxxxxxxxxx (Print Address) +000 00 0000 (Print Fax Number) +000 00 00000 (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 (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSYNOPSYS, INC. By: Name: Xxxxx Xxxxx Title: Assistant Secretary [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: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (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: Company Common Stock Company Options Company RSUs Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] EXHIBIT A IRREVOCABLE PROXY TO VOTE STOCK OF VIRAGE LOGIC CORPORATION The undersigned stockholder (the “Stockholder”) of Xxxxxx, Inc.Virage Logic Corporation, a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the General Counsel of XXX Pharma A/S Synopsys, a Delaware corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: (Print Name of Stockholder) Xxxxxx Xx Xxxxx “Xxxxxx Xx Xxxxx” (Signature) 000 X00xx Xxxxxx, 0X (Print name and title if signing on behalf of an entityXxxxx Xxxxxxx) Xxx Xxxx, XX 00000 (Print Address) (Print Address) 000-000-0000 (Print Fax Number) 000-000-0000 (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: _____ Company Common Stock _____ Company Options and Other Rights _____ Company RSUs _____ Company SARs [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties hereto have caused this Voting Agreement VOTING AGREEMENT to be executed as of the date first above written. StockholderSTOCKHOLDER: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (Print Address) (Print Address) (Print Fax Number) (Print Telephone Number) SHARES HELD OF RECORD OPTIONS AND OTHER RIGHTS ADDITIONAL SECURITIES BENEFICIALLY OWNED OPTIONS WARRANTS OTHER RIGHTS [SIGNATURE PAGE TO VOTING AGREEMENT] EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of Xxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx of XXX Pharma A/S (“Acquiror”), and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent of the Stockholder’s rights to do so) with respect to: (i) the outstanding shares of capital stock of the Company owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy; and (ii) any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies given by the Stockholder with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreement). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSPHERE 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: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (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 (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (Print CYRUS SELECT OPPORTUNITEIS MASTER FUND, LTD. By: Cyrus Capital Partners, L.P., its investment manager By: “Xxxxxxxx X. Xxxxxx” Name: Xxxxxxxx X. Xxxxxx Title Authorized Signatory Address) (Print Address) (Print Fax Number) (Print Telephone Number) : c/o Cyrus Capital Partners, L.P. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Xxxxxx Xxxxxxxx [SIGNATURE PAGE TO VOTING AGREEMENT AND IRREVOCABLE PROXY] The undersigned stockholder (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.

IN WITNESS WHEREAS. the parties party hereto have has caused this Voting Agreement VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written. StockholderSTOCKHOLDER: (Print Name of Stockholder) Xxxx X. Xxxxxxxxxxx “Xxxx X. Xxxxxxxxxxx” (Signature) (Print name and title if signing on behalf of an entity) (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 (the “Stockholder”) of XxxxxxOverland Storage, Inc., a Delaware California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by applicable law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx the Chief Financial Officer of XXX Pharma A/S Sphere 3D Corporation, an Ontario corporation (“AcquirorParent”), or any other designee of Parent, as the sole and each exclusive attorney and proxy of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent of the Stockholder’s rights that Stockholder is entitled to do so) with respect to: (i) to all of the outstanding 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 record 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 the Stockholder as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final page Schedule 1 of this proxy; and (ii) Irrevocable Proxy. Upon Stockholder’s execution of this Irrevocable Proxy, any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies (other than this Irrevocable Proxy) given by the Stockholder with respect to the voting of subject matter contemplated by this Irrevocable Proxy are hereby revoked with respect to such subject matter and Stockholder agrees not to grant any Shares 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 proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement Irrevocable Proxy until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreementbelow). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Expiration Time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:.