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:
COMMON SHARE PURCHASE WARRANT SPHERE 3D CORP. (Subject to the Business Corporations Act (Ontario))Common Share Purchase • 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
LOCK-UP AGREEMENTLock-Up Agreement • April 17th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • New York
The undersigned, a holder of common shares, no par value (“Common Shares”), or rights to acquire Common Shares, of Sphere 3D Corp. (the “Company”), understands that you are the representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”) named or to be named in the final form of Schedule I to the underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Underwriters and the Company, providing for an underwritten offering(the “Offering”) of Common Shares and Warrants (the “Securities”) pursuant to a registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.
