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”).
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”).
FORM OF WARRANTSphere 3D Corp • March 24th, 2017 • 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
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
Lock-Up AgreementLock-Up Agreement • March 24th, 2017 • Sphere 3D Corp • Services-computer processing & data preparation
The undersigned understands that Roth Capital Partners (the “Placement Agent”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) with Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), in connection with one or more registered public offerings (each, a “Public Offering”) of the Company’s equity securities from its effective shelf registration statement on Form F-3 (File No. 333-206357).
March ___, 2017 [Purchaser] Dear Sirs and Madams:Sphere 3D Corp • March 24th, 2017 • Services-computer processing & data preparation
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among 3D Sphere Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
