0001591956-18-000014 Sample Contracts

LEASE AGREEMENT
Lease Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation

THIS LEASE AGREEMENT is made this 25 day of March, 2016, between PROLOGIS TLF (DALLAS), LLC, a Delaware limited liability company, solely with respect to PROLOGIS TARGETED U.S. LOGISTICS FUND, L.P., a Delaware limited partnership (“Landlord”), and the Tenant named below.

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Retention Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation
NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • California

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated [DATE] by and between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the “Corporation”), and [NAME] (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of the Corporation’s Common Shares first set forth below.

EMPLOYMENT AND SEVERANCE AGREEMENT
Employment Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • California

THIS AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT (this “Agreement”) is entered into between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (“Employer” or the “Company”), and Kurt L. Kalbfleisch (“Executive”) as of December 18, 2017 (the “Effective Date”). This Agreement amends and restates in its entirety the Employment and Severance Agreement between Overland Storage, Inc., a California corporation, and Executive dated as of August 3, 2011 (the “Prior Agreement”) and is effective on the Effective Date.

AMENDED AND RESTATED RETENTION AGREEMENT
Retention Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • California

This Amended and Restated Retention Agreement (this “Agreement”) is entered into as of December 18, 2017 between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the “Company”), and Eric Kelly (“Employee”). This Agreement amends and restates in its entirety the Retention Agreement between Employee and Overland Storage, Inc., a California corporation, dated June 24, 2009 (the “Prior Agreement”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • California

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of December 18, 2017 by and between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the “Corporation”), and [NAME] (the “Grantee”) evidences the award (the “Award”) granted by the Corporation to the Grantee as to the number of the Corporation’s stock units (“Stock Units”) first set forth below.

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Change in Control Agreement • March 21st, 2018 • Sphere 3D Corp • Services-computer processing & data preparation
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