FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXYMerger Agreement • 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).
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
THIS 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 TIME, THE...Promissory Note • June 27th, 2014 • Sphere 3D Corp • 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) Five Million and no/100 Dollars ($5,000,000.00) 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).
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 15, 2014 BY AND AMONG SPHERE 3D CORPORATION OVERLAND STORAGE, INC. AND S3D ACQUISITION COMPANYAgreement and Plan of Merger • June 27th, 2014 • Sphere 3D Corp • California
This AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2014 (the “Agreement”), is by and among Overland Storage, Inc., a California corporation (“the “Company”), Sphere 3D Corporation, an Ontario corporation (“Parent”), and S3D Acquisition Company, a California corporation and wholly owned subsidiary of Parent (“Merger Sub”).
PRIVATE & CONFIDENTIAL July 15, 2013 Eric L. Kelly 307 Pheasant Run Drive Danville, CA 94506 Dear Sir: Re: Board Nomination RightLetter Agreement • June 27th, 2014 • Sphere 3D Corp
The purpose of this letter agreement (this “Agreement”) is to set forth the terms and conditions upon which Eric L. Kelly (“Kelly”) shall be entitled to nominate a director of Sphere 3D Corporation (the “Corporation”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2014 • Sphere 3D Corp • Ontario
Cormark Securities Inc. (“Cormark”), Jacob Securities Inc. and Paradigm Capital Inc. (together with Cormark, the “Underwriters”) hereby agree 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, 1,176,500 special warrants of the Corporation (the “Special Warrants”) at a price of $8.50 per Special Warrant (the “Offering Price”). Each Special Warrant will entitle the holder thereof to acquire, without additional payment, one unit of the Corporation (each, a “Unit”). 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 $11.50 at any
ASSET PURCHASE AGREEMENT BY AND AMONG V3 SYSTEMS, INC. V3 SYSTEMS HOLDINGS, INC. AND SPHERE 3D CORPORATION DATED FEBRUARY 11, 2014Asset Purchase Agreement • June 27th, 2014 • Sphere 3D Corp • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), is entered into as of February 11, 2014 (the “Effective Date”), by and among V3 SYSTEMS, INC., a corporation organized under the laws of the State of Nevada (“Seller”), V3 SYSTEMS HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Purchaser”), and Sphere 3D Corporation, a company incorporated under the laws of the Province of Ontario (“Sphere 3D”). Sphere 3D, Seller and Purchaser may be each referred to herein as a “Party” and collectively as the “Parties”.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • June 27th, 2014 • Sphere 3D Corp • Ontario
VOTING AGREEMENTVoting Agreement • June 27th, 2014 • Sphere 3D Corp • Ontario
