Sphere 3D Corporation.: Exhibit 10.1 - Filed by newsfilecorp.com






CONVERSION AGREEMENT 

THIS
CONVERSION AGREEMENT
(“Agreement”) is entered into as of November 13, 2018, by and
between SPHERE 3D CORP., a corporation incorporated under the laws of the
Province of Ontario (“Sphere”), and FBC HOLDINGS S.A R.L. a
société à responsabilité limitée incorporated under the laws of
Luxembourg with R.C.S. number B.142.133 (“FBC”). Capitalized terms
used but not defined herein have the meanings given to them in the Debenture (as
defined below). 

RECITALS 

A.    
 Sphere entered into a Senior Secured Convertible Debenture
dated as of December 1, 2014, and amended from time to time (the
“Debenture”), with FBC with an aggregate principal and interest
balance equal to $24,500,000. 

B.     
Sphere and FBC have agreed to convert $6,500,000 of the Debenture (the
“Sphere Converted Debt”) into 6,500,000 Preferred
Shares of Sphere (the “Sphere Conversion”). 

AGREEMENT 

NOW THEREFORE, Sphere and FBC, intending to be legally bound, and
for mutual and valid consideration, agree as follows: 

1.     
CONVERSION OF DEBT 

1.1     
Effective upon receipt by FBC of the following documents, each in form and
substance satisfactory to FBC (the date of such receipt being the
“Effective Time”): 

(a)     
a certified copy of a resolution of the board of directors authorizing
the number of Preferred Shares and the rights, privileges, restrictions and
conditions attaching to the Preferred Shares;

(b)     
a certified copy of the amended Articles of Amalgamation of Sphere creating
“blank cheque” preferred shares and authorizing the terms of the Preferred
Shares which have been filed with the Ontario Ministry of Government Services;


(c)     
a certified copy of a resolution of the board of directors approving
the issuance of 6,500,000 Preferred Shares to FBC and the form of share
certificate for the Preferred Shares; and 

(d)     
a duly issued share certificate in respect of 6,500,000 Preferred
Shares of Sphere, the Sphere Converted Debt will convert into 6,500,000
Preferred Shares of Sphere.

1.2     
Effective upon the Effective Time, the Sphere Converted Debt shall,
without any further action by Sphere, be canceled and neither Sphere, nor any
subsidiary of it will have any obligation with respect to the Sphere Converted
Debt. 




1.3     
Notwithstanding any provision in this Agreement to the contrary, nothing in
this Agreement shall waive or be construed to waive any claim or potential claim
which FBC may have against Sphere, Sphere 3D, Inc. and V3 Systems Holdings, Inc.
(collectively, the “Sphere Parties”) in respect of any fraudulent
acts or willful breach in connection with Sphere and/or certain former
affiliates of Sphere granting certain security in favor of Opus Bank in November
2017. 

1.4     
Immediately following the Sphere Conversion, the Sphere Parties are hereby
automatically released as obligors and guarantors under the Debenture and the
Collateral Documents (as defined in the Debenture) and any liens or security
interests granted by the Sphere Parties with respect to the Sphere Converted
Debt shall automatically terminate and be released. Sphere and its designees
shall be authorized, at the sole expense of Sphere, to file releases and
termination statements of all personal property financing statements and other
security interest recordations filed in favor of FBC with respect to the Sphere
Converted Debt. Upon Sphere’s reasonable request from time to time, FBC shall
execute and deliver such additional lien releases as may be necessary to
effectively terminate any and all liens on and security interests in any
collateral that was pledged by Sphere or any of its subsidiaries to secure the
Sphere Converted Debt; provided, however, that any and all such additional lien
releases shall be prepared by Sphere, reviewed and approved by FBC (such
approval not to be unreasonably withheld, delayed or conditioned), and recorded
by Sphere, all at Sphere’s sole cost and expense.

2.     
MISCELLANEOUS PROVISIONS 

2.1     
Governing Law. This Agreement will be construed in accordance with,
and governed in all respects by, the laws of the Province of Ontario (without
giving effect to principles of conflicts of law). 

2.2     
Notices. All notices and other communications under this
Agreement will be in writing and will be deemed to have been duly given and duly
delivered when received by the intended recipient at the applicable address or
e-mail address on file with Sphere. 

2.3     
Severability. In the event that any provision of this
Agreement, or the application of such provision to any person or set of
circumstances, will be determined to be invalid, unlawful, void or unenforceable
to any extent, the remainder of this Agreement, and the application of such
provision to persons or circumstances other than those as to which it is
determined to be invalid, unlawful, void or unenforceable, will not be affected
and will continue to be valid and enforceable to the fullest extent permitted by
law. 

2.4     
Entire Agreement. This Agreement, the Debenture, and the
documents contemplated thereby set forth the entire understanding of Sphere and
FBC and supersedes all other agreements and understandings between Sphere and
FBC relating to the subject matter of this Agreement. 

2. 




2.5     
Amendments. This Agreement may not be amended, modified,
altered or supplemented except by means of a written instrument executed on
behalf of (i) Sphere and (ii) FBC. 

2.6     
Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original, and all
of which together will constitute one and the same document. This Agreement may
be executed by facsimile, PDF or other electronic signatures. 

[SIGNATURE PAGES
FOLLOW] 

3. 




The undersigned have
executed this CONVERSION AGREEMENT as of the
date first above written.

	 	SPHERE
      3D CORPORATION 
	 	 
	 	 
		By: 	/s/ Peter Tassiopoulous 
	  	 	  
	  	 	Name: Peter Tassiopoulos 
	  	 	Title: President 


Signature Page to Sphere Conversion Agreement 




The undersigned have
executed this CONVERSION AND AGREEMENT as of
the date first above written.

	 	FBC HOLDINGS S.Á R.L. 
	 	  
	 	  
	 	By: /s/ Trustmoore Luxembourg S.A.

	 	Name: Trustmoore Luxembourg S.A. 
	 	Title: Manager A 
	 	  
	 	  
	 	By: /s/ Cyrus Capital Partners, LP

	 	Name: Cyrus Capital Partners, LP 
	 	Title: Manager B 


Signature Page to Sphere Conversion Agreement