SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this "Agreement") is dated as of September 2, 2021, between Sphere 3D Corp., an Ontario, Canada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2017 • Sphere 3D Corp • Services-computer processing & data preparation
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of even date herewith, between the Company and the Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT gryphon digital mining, inc.Security Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT "B" (for Non-U.S. Persons under Regulation S) SPHERE 3D CORP.Warrant Agreement • August 27th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on the third anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Sphere 3D Corp., an Ontario, Canada corporation (the "Company"), up to [ ] shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARES SPHERE 3D CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
The undersigned, Sphere 3D Corp., a company incorporated under the laws of Ontario, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Sphere 3D Corp., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2015 • Sphere 3D Corp • Services-computer processing & data preparation • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this [•], by and among Sphere 3D Corp., an Ontario corporation (the “Company”) and the “Investors” named in that certain Purchase Agreement dated as of [•], by and among the Company and [•] (the “Initial Purchase Agreement”); provided, that on or after the date of this Agreement until the date that is forty-five (45) days after the date of the Initial Purchase Agreement, the Company may (in its sole discretion) add additional parties to this Agreement as “Investors” hereunder and additional Registrable Securities, provided that on or after the date of this Agreement until the date that is forty-five (45) days after the date of the Initial Purchase Agreement, such additional Investors execute and deliver a counterpart signature page to this Agreement and purchase Common Shares (as defined below) (“Additional Common Shares”) and/or warrants to purchase Common Shares (“Additional Warrants”) from the Compan
COMMON SHARE PURCHASE WARRANT SPHERE 3D CORP. (Subject to the Business Corporations Act (Ontario))Common Share Purchase Warrant • April 17th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • New York
THIS COMMON SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the earlier of (i) the close of business on the five (5) year anniversary of the Initial Exercise Date or (ii) subject to applicable notice requirements pursuant to Section 2(f) herein, the effective date of a Fundamental Transaction (as such term is defined in Section 2(d) herein) (the “Termination Date”; provided, however that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), up to ____________Common Shares, no par value per share, of the Company (the
3,300,000 COMMON SHARES AND 990,000 WARRANTS OF SPHERE 3D CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • New York
Maxim Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Ladies and Gentlemen:
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • March 30th, 2016 • Sphere 3D Corp • Services-computer processing & data preparation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) LADENBURG THALMANN & CO. INC. OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF LADENBURG THALMANN & CO. INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2023 • Sphere 3D Corp. • Finance services • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this "Agreement") is entered into as of April 17, 2023, by and between Sphere 3D Corp., an Ontario corporation (the "Company"), and LDA Capital Limited, a British Virgin Islands company (the "Investor").
Sphere 3D Corp.Placement Agent Agreement • September 9th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
REPRESENTATIVE'S PURCHASE WARRANT SPHERE 3D CORP.Representative's Purchase Warrant • April 27th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
This REPRESENTATIVE'S PURCHASE WARRANT (the "Warrant") certifies that, for value received, ___________________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on [ ], 20262 (the "Termination Date") but not thereafter, to subscribe for and purchase from Sphere 3D Corp., a company organized in Ontario, Canada (the "Company"), up to _______ common shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one Common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDENTURE Dated as of ____________, 20__ Between Sphere 3D Corp. as Issuer And as Trustee Debt SecuritiesIndenture • September 1st, 2021 • Sphere 3D Corp • Services-computer processing & data preparation
INDENTURE dated as of __________, 20___, between Sphere 3D Corp., an Ontario, Canada corporation (the “Company”), as issuer, and [_______________], a [__________] banking corporation, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2017 • Sphere 3D Corp • Services-computer processing & data preparation
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of even date herewith, between the Company and the Purchaser (the “Purchase Agreement”).
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Gryphon Digital Mining Inc. (“Purchaser”)Sales and Purchase Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation
This non-fixed price sales and purchase agreement (this “Agreement”) is made on [April 14, 2021] by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and [Gryphon Digital Mining, Inc] (the “Purchaser”) (UEN: [3951255]), with its principal place of business at [614 N Dupont Hwy, Suite 210, Dover, Delaware, US, 19901].
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 19th, 2020 • Sphere 3D Corp • Services-computer processing & data preparation • New York
THIS EQUITY PURCHASE AGREEMENT (this "Agreement") is entered into as of May 15, 2020 (the "Execution Date"), by and between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario ("Sphere" or the "Company"), and Oasis Capital, LLC, a Puerto Rico limited liability company (the "Investor").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2015 • Sphere 3D Corp • Services-computer processing & data preparation • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this [●] day of May, 2015, by and among Sphere 3D Corp., an Ontario corporation (the “Company”) and the “Investors” named in that certain Purchase Agreement dated as of the date hereof, by and among the Company and MacFarlane Family Ventures, LLC (the “Initial Purchase Agreement”); provided, that on or after the date of this Agreement until the date that is forty-five (45) days after the date of the Initial Purchase Agreement, the Company may (in its sole discretion) add additional parties to this Agreement as “Investors” hereunder and additional Registrable Securities, provided that on or after the date of this Agreement until the date that is forty-five (45) days after the date of the Initial Purchase Agreement, such additional Investors execute and deliver a counterpart signature page to this Agreement and purchase Common Shares (as defined below) (“Additional Common Shares”) and/or warrants to purch
LEASE AGREEMENTLease Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation
THIS LEASE AGREEMENT is made this 25 day of March, 2016, between PROLOGIS TLF (DALLAS), LLC, a Delaware limited liability company, solely with respect to PROLOGIS TARGETED U.S. LOGISTICS FUND, L.P., a Delaware limited partnership (“Landlord”), and the Tenant named below.
PURCHASE AGREEMENTPurchase Agreement • August 27th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
THIS PURCHASE AGREEMENT ("Agreement") is made as of August 25, 2021 by and among Sphere 3D Corp., an Ontario corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2020 • Sphere 3D Corp • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 15, 2020 (the "Execution Date"), is entered into by and between SPHERE 3D CORP., a corporation incorporated under the laws of the Province of Ontario (the "Company"), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
AMENDMENT NUMBER TEN TO CREDIT AGREEMENTCredit Agreement • August 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation
This AMENDMENT NUMBER TEN TO CREDIT AGREEMENT (this “Agreement”) is made as of June 4, 2018, by and among OVERLAND STORAGE, INC., a California corporation (the “Company”), TANDBERG DATA GMBH, a German limited liability company registered with the commercial register of the local court in Dortmund under HRB 5589 (“Subsidiary Borrower” and, collectively with Company, the “Borrowers” and each individually a “Borrower”), each undersigned Guarantor signatory hereto, and OPUS BANK, a California commercial bank (“Lender”).
FORM OF WARRANTWarrant Agreement • August 15th, 2017 • Sphere 3D Corp • Services-computer processing & data preparation • New York
Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined in Section 1(b)) then in effect, at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, up to such number of fully paid and nonassessable Common Shares (as defined below) equal to [ ], subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to purchase Common Shares (including any warrants to purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the mean
AGREEMENT AND PLAN OF MERGER among Sphere 3D Corp. and Gryphon Digital Mining, Inc. and Sphere GDM Corp. dated as of June 3, 2021Merger Agreement • August 6th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this "Agreement"), dated as of June 3, 2021, is entered into by and among Sphere 3D Corp., an Ontario corporation ("Parent") ("Public Company"); Sphere GDM Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the "Merger Sub"); and Gryphon Digital Mining, Inc., a Delaware corporation ("Merger Partner").
COMMON STOCK PURCHASE WARRANT "A" (for Non-U.S. Persons under Regulation S) SPHERE 3D CORP.Warrant Agreement • August 27th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on the third anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Sphere 3D Corp., an Ontario, Canada corporation (the "Company"), up to [ ] shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT SPHERE 3D CORP.Common Share Purchase Warrant • September 9th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation
THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on [________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Sphere 3D Corp., a Ontario, Canada corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • June 27th, 2014 • Sphere 3D Corp • California
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of May 15, 2014, by and between Sphere 3D Corporation, an Ontario corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Overland Storage, Inc., a California corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
8% SENIOR SECURED CONVERTIBLE DEBENTURE8% Senior Secured Convertible Debenture • August 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario
This FOURTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this “Amendment”) is made as of May 31, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the “Corporation”), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2017 • Sphere 3D Corp • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2017, between Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
THIS AMENDED & RESTATED PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF MAY 15, 2014 BY AND BETWEEN PAYEE AND SILICON VALLEY BANK (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO...Promissory Note • October 14th, 2014 • Sphere 3D Corp • Services-computer processing & data preparation • California
FOR VALUE RECEIVED, OVERLAND STORAGE, INC., a California corporation (“Maker”), unconditionally promises to pay SPHERE 3D CORPORATION, an Ontario corporation (“Payee”), on May 15, 2018 in the manner and at the place hereinafter provided, the principal amount equal to the lesser of (x) Ten Million and no/100 Dollars ($10,000,000.00) and (y) the unpaid principal amount of all advances made by Payee to Maker (plus, in each case, interest that has been added to the principal amount of this Note in accordance with the terms hereof). This Note amends and restates in its entirety that certain Promissory Note dated as of May 15, 2014 by Maker in favor of Payee (the “Existing Note”). This Note is executed and delivered in substitution for, but not in satisfaction of, the Existing Note, and this Note shall not constitute a refinancing or novation of the Existing Note.
MASTER SERVICES AGREEMENTMaster Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware
This Master Services Agreement (“Agreement”) effective as of September 12, 2021 (“Effective Date”) is between CORE SCIENTIFIC, INC. (“Company”) and GRYPHON DIGITAL MINING, INC. (“Client”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2014 • Sphere 3D Corp • Ontario
Cormark Securities Inc. (“Cormark”), Paradigm Capital Inc. and Jacob Securities Inc. (together with Cormark, the “Underwriters”) hereby offer to purchase, severally and not jointly, from Sphere 3D Corporation (the “Corporation”) (with the right to substitute purchasers which are approved by the Corporation as set forth herein), and the Corporation agrees to issue and sell to the Underwriters, 1,250,000 units of the Corporation (the “Units”) at a price of $3.35 per Unit (the “Offering Price”). Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a “Warrant Share”) at a price of $4.50 at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein) (the “Expiry Date”). Commencing on the Closing Date, in
SPHERE 3D CORP. Common Shares and Warrants PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 24th, 2017 • Sphere 3D Corp • Services-computer processing & data preparation • New York
MASTER AGREEMENTMaster Agreement • July 25th, 2024 • Sphere 3D Corp. • Finance services • New York
This Master Agreement (the “Agreement”), dated 6/3/2022, is between Compute North LLC (“Compute North”) and Sphere 3D (“Customer”). In consideration of the promises set forth below, the parties agree as follows:
PURCHASE AGREEMENTPurchase Agreement • August 23rd, 2023 • Sphere 3D Corp. • Finance services • New York
THIS PURCHASE AGREEMENT ("Agreement") is made as of August 23, 2023 by and among Sphere 3D Corp., an Ontario corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each, an "Investor" and collectively, the "Investors").
NEW EMPLOYMENT AGREEMENT (the "Agreement")Employment Agreement • March 29th, 2024 • Sphere 3D Corp. • Finance services • California
