CONVERTIBLE DEBENTURES - NON-BROKERED (CANADIAN AND OTHER NON-US SUBSCRIBERS)Subscription Agreement for Convertible Debentures • March 27th, 2020 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario
The undersigned (the "Subscriber") hereby irrevocably subscribes for and offers to purchase from Sphere 3D Corp. (the " Corporation") convertible debentures of the Corporation in increments of $1,000.00 ("Convertible Debentures"), Each Convertible Debenture shall be convertible at the Conversion Price (as defined below) into (a) 1,540 Common Shares (as defined below), and (b) 1,540 Warrants (as defined below). The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Convertible Debentures" and acknowledges that the Corporation and its counsel, are relying upon the acknowledgements, representations, warranties and covenants of the Subscriber set forth therein and in the schedules and appendices thereto. The purchase and sale of the Convertible Debenture hereunder forms part of a larger offering of Units for gross proceeds of up to $2,000,000 to close in one or more tranches (the "Offering").
