0001062993-15-004453 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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

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PURCHASE AGREEMENT
Purchase Agreement • August 14th, 2015 • Sphere 3D Corp • Services-computer processing & data preparation • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the [•] day of [•] 2015 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 AGREEMENT
Registration Rights Agreement • August 14th, 2015 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 10th day of August, 2015, by and among Sphere 3D Corp., an Ontario corporation (the “Company”), and Imation Corp., a Delaware corporation (the “Initial Holder”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in that certain Asset Purchase Agreement, dated as of the date hereof, by and among the Initial Holder, on the one hand, and Overland Storage, Inc., a California corporation and wholly-owned subsidiary of the Company, and the Company, on the other hand.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 14th, 2015 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

This ASSET PURCHASE AGREEMENT, dated as of August 10, 2015, is entered into by and among Imation Corp., a Delaware corporation (the “Seller”), on the one hand, and Overland Storage, Inc., a California corporation and wholly-owned subsidiary of Parent (“Buyer”), and Sphere 3D Corp., an Ontario corporation (“Parent”), on the other hand. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article VI.

LOCK-UP AGREEMENT
Lock-Up Agreement • August 14th, 2015 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

THIS AGREEMENT (this “Agreement”) is dated as of August 10, 2015 by and between Sphere 3D Corp., an Ontario company (the “Company”), and Imation Corp., a Delaware corporation (“Shareholder”).

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