1,020,409 Shares of Overland Storage, Inc. Common Stock, No Par Value PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 14th, 2013 • Overland Storage Inc • Computer storage devices • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2013 • Overland Storage Inc • Computer storage devices • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 12th day of February, 2013 by and among Overland Storage, Inc., a California corporation (the “Company”), the “Purchasers” named in that certain Note Purchase Agreement by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Subordination Agreement • February 14th, 2013 • Overland Storage Inc • Computer storage devices • New York
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 12, 2013 AMONG SILICON VALLEY BANK (“SENIOR LENDER”), THE PURCHASERS (AS DEFINED HEREIN), AND ACKNOWLEDGED BY OVERLAND STORAGE, INC. (“BORROWER”) TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY BORROWER PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF AUGUST 9, 2011 BY AND AMONG BORROWER AND SENIOR LENDER, AS SUCH CREDIT AGREEMENT (SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT) HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND (SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT) TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND PURCHASER IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2013 • Overland Storage Inc • Computer storage devices • California
This subscription agreement (this “Subscription Agreement”) is dated February 13, 2013, by and between the investor identified on the signature page hereto (“Investor”), and Overland Storage, Inc., a California corporation (the “Company”), whereby the parties agree as follows:
