0001591956-19-000021 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 14th, 2019 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario

AND WHEREAS as of June 30, 2019, the Corporation owes the Board Member fees for directorship services in the amount of US$[_____] (the “Outstanding Board Fees”);

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2019 • Sphere 3D Corp • Services-computer processing & data preparation • California

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the ___ day of ______, 2019, by and between Sphere 3D Corp., an Ontario corporation (the “Company”) and __________ (the “Recipient”).

AMENDED AND RESTATED RETENTION AGREEMENT
Retention Agreement • November 14th, 2019 • Sphere 3D Corp • Services-computer processing & data preparation • Texas

WHEREAS the Corporation and Executive entered into a Retention Agreement on August 15, 2019 which shall be cancelled and replaced by this Amended and Restated Retention Agreement (the “Agreement”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 14th, 2019 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario

WHEREAS the Independent Contractor has served as the Chief Financial Officer of Overland Storage, Inc. (“Overland”) since February 13, 2008 and following consummation of an Agreement and Plan of Merger dated as of May 15, 2014 between the Corporation and Overland Storage, Inc. and S3D Acquisition Company, the Chief Financial Officer of the Corporation since December 1, 2014;

CONVERSION OF DEBT AGREEMENT
Conversion of Debt Agreement • November 14th, 2019 • Sphere 3D Corp • Services-computer processing & data preparation • Texas

THIS CONVERSION OF DEBT AGREEMENT (this "Agreement") is made as of the 15th day of August, 2019 between SPHERE 3D CORP., a corporation existing under the laws of the Province of Ontario (the "Corporation"), and [__________________] (the "Lender").

CONVERSION AGREEMENT
Conversion Agreement • November 14th, 2019 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario

THIS CONVERSION AGREEMENT (“Agreement”) is entered into as of October 31, 2019, by and between SPHERE 3D CORP., a corporation incorporated under the laws of the Province of Ontario (“Sphere”), HVE Inc (“HVE”)., a corporation incorporated under the laws of Delaware and Overland Storage, Inc. a corporation incorporated under the laws of California (“Overland”) (collectively, the “Parties”).

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