Exhibit 10.42


 


CONSULTING
AGREEMENT


 


THIS
CONSULTING AGREEMENT is made and entered into as of April 24th, 2020 (the “Effective Date”) by and between ROK
CONSULTING INC, a (hereinafter, the “Consultant”), with an address at 6111 Peachtree-Dunwoody Road Building G,
Suite 200 Atlanta, GA 30328 (the “Consultant”), and Sphere 3D Corp., with an address at 895 Don Mills Road Bldg
2 Toronto Ontario Canada M3C 1W3 (“Company”).


 


WHEREAS,
the Company is incorporated in the Province of Ontario. (the “Business”) and


 


WHEREAS,
Consultant has experience in the area of corporate finance, investor communications and financial and investor public relations
and the Company and Consultant wish for Consultant to provide services to the Company as hereinafter provided.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:


 


		1.	DUTIES.



 


		a.	The Company hereby engages the Consultant and the
                                                                                                                                                                                                                                     Consultant hereby accepts engagement as a consultant. It is understood and agreed, and it is the express intention of the
                                                                                                                                                                                                                                     parties to this Agreement, that the Consultant is an independent contractor, and not an employee or agent of the Company for
                                                                                                                                                                                                                                     any purpose whatsoever. Consultant shall perform all duties and obligations as described on Exhibit A hereto (the
                                                                                                                                                                                                                                     “Services”) and agrees to be available at such times as may be scheduled by the Company. It is understood,
                                                                                                                                                                                                                                     however, that the Consultant will maintain Consultant’s own business in addition to providing services to the Company.
                                                                                                                                                                                                                                     The Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient, professional,
                                                                                                                                                                                                                                     trustworthy and business like manner. A description of the Consultant’s services are attached hereto as Exhibit
                                                                                                                                                                                                                                     A and incorporated by reference herein.



 


		b.	In
                                         connection with Consultant’s performance of the Services specified in the Statement
                                         of Work, Company agrees to provide Consultant and/or each subcontractor, such materials
                                         as may be necessary for the Services to be performed (the “Materials”). The
                                         Company hereby represents, warrants, covenants and agrees that the Materials will be
                                         true and accurate and shall be free of any material omissions or misstatements and otherwise
                                         compliant will all applicable laws.



 






    1


     


    

 





		c.	The
Company shall provide disclosures in each of its Forms 10-K and 10-Q as to the existence of this Agreement and any Statement of
Work, the amount paid or to be paid in connection with each Statement of Work and the types of services to be provided under each
Statement of Work.



 


		d.	During
                                         the Term, the Company shall advise Consultant of any and all promotional activities with
                                         respect to its securities, prior to the commencement of such activities, including, but
                                         not limited to, press releases and engagements with other investment relations firms
                                         or other service providers providing services similar to those or the Services provided
                                         in a Statement of Work.



 


		2.	CONSULTING
SERVICES & COMPENSATION. Commencing on the Effective Date, the Consultant will be retained as a Consultant and independent
contractor for the Company for the Term as set forth in Section 3. For services rendered hereunder during the term, the Consultant
shall receive:



 


		(a)	375,000 shares (the
                                                                                                                                                                   “Shares”) of the Company’s restricted common stock issued under and pursuant to the terms of Regulation D
                                                                                                                                                                   under the Securities Act of 1933; provided that the issuance of the Shares shall be subject to prior approval of the Board of
                                                                                                                                                                   Directors. The shares are due in two separate transactions upon the effective date. The shares due upon signing the agreement
                                                                                                                                                                   are 150,000. Upon completion of the 3 month term contract an additional 225,000 shares are to be issued to ROK CONSULTING
                                                                                                                                                                   INC. The company shall cause its counsel to provide an opinion letter for removal of any legend when and if such legend may
                                                                                                                                                                   be removed in accordance with applicable law.



 


		(b)	Cash
                                         compensation payable as follows: $100,000 USD per month payable on or before the Effective
                                         Date each month for a term of 3 months.



 


		3.	TERM
& TERMINATION. This Agreement is for a term (the “Term”) of 3 months from the Effective Date on April 28th,
2020 and expiring July 28th, 2020



 


		(a)	In
the case that the company would not like to extend the terms of agreement for an additional month. The company must notify the
consultant within 5 days of the conclusion of the 90-day term. Without notification the contract will automatically extend for
an additional month of service.



 


Upon
termination, Consultant agrees to perform the necessary information transfer required at the time.


 






    2


     


    

 


		4.	CONFIDENTIALITY. All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultant obtains
during the Consulting period, from the Company or the Company’s employees, agents or Consultants shall be for all purposes
regarded and treated as strictly confidential for so long as such information remains proprietary and confidential and shall be
held in trust by the Consultant solely for the Company’s benefit and use and shall not be directly or indirectly disclosed
in any manner whatsoever by the Consultant.



 


		5.	CONSULTANT’S
REPRESENTATIONS & WARRANTIES. Consultant represents and warrants to the Company as follows:



 


		a.	The
                                         Consultant (i) has adequate means of providing for the Consultant’s current needs
                                         and possible personal contingencies; (ii) is acquiring the Shares for investment and
                                         not with a view to their distribution and has no need for liquidity in this investment;
                                         (iii) is able to bear the substantial economic risks of an investment in the Shares for
                                         an indefinite period; and (iv) is an “accredited investor” as defined in
                                         Rule 501 of Regulation D of the Securities Act of 1933, as amended.



 


		b.	Consultant
                                         is not under any legal obligation, including any obligation of confidentiality or non-competition,
                                         which prevents Consultant from executing or fully performing this Consulting Agreement,
                                         or which would render such execution or performance a breach of contract with any third
                                         party, or which would give any third party any rights in any intellectual property which
                                         might be developed by Consultant hereunder; and



 


		c.	Consultant
                                         shall perform the Services hereunder in accordance with the terms of this Agreement and
                                         applicable regulations, guidelines and licensing requirements; and



 


		d.	Consultant
                                         has all requisite power and authority to execute, deliver, and perform this Agreement,
                                         and this Agreement has been duly authorized, executed and delivered by Consultant and
                                         is Consultant’s legal, valid and binding obligation, and is enforceable as to Consultant
                                         in accordance with its terms.



 


		e.	The
                                         Consultant certifies, under penalties of perjury that the Consultant is not subject to
                                         backup withholding as a result of a failure to report all interest or dividends, or because
                                         the Internal Revenue Service has notified the Consultant that the Consultant is no longer
                                         subject to backup withholding, and that Consultant has provided the Company an accurate
                                         taxpayer ID number.



 


		6.	SEVERABILITY. In the event any provision of this Consulting Agreement is determined by a court of competent jurisdiction to be unenforceable,
the parties will negotiate in good faith to restore the unenforceable provision to an enforceable state and to provide reasonable
additions or adjustments to the terms of the other provisions of this Consulting Agreement so as to render the whole Consulting
Agreement valid and binding to the fullest extent possible, and in any event, this Consulting Agreement shall be interpreted to
be valid and binding to the fullest extent possible.



 






    3


     


    

 





		7.	NON-DISCLOSURE
OF TERMS. The terms of this Agreement shall be kept confidential, and no party, representative, attorney or family member
shall reveal its contents to any third party except as required by law or as necessary to comply with law or preexisting contractual
commitments.



 


		8.	INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the Company, the Parent, and
                                         each of their members, their affiliates and their respective directors, officers, employees,
                                         representatives, agents, successors and assigns (collectively, “Indemnitees”)
                                         from and against any and all claims, losses, liabilities, damages, costs, expenses (including,
                                         without limitation, attorneys fees and expenses) demands, fines, penalties, injunctions,
                                         suits and causes of action of any kind or nature whatsoever (collectively referred to
                                         as “Damages”) instituted by any third party and arising out of Consultant’s
                                         performance of services under this Consulting Agreement, unless said Damages arise out
                                         of the negligence or willful misconduct of the Company, its members, affiliates and their
                                         respective directors, officers, employees, representatives, agents, successors and assigns.



 


		9.	SEC
                                         & LEGAL COMPLIANCE. Consultant hereby represents that it has in place policies
                                         and procedures relating to, and addressing, with the commercially reasonable intent to
                                         ensure compliance with, all applicable securities laws, rules and regulations, including
                                         but not limited to the use, release or other publication of forward-looking statements
                                         within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
                                         Act and disclosure requirements outlined in Section 17B of the Exchange Act regarding
                                         the required disclosure of the nature and terms of its relationship with the Company
                                         in any and all literature or other communication(s) relating to these services, including
                                         but not limited to: Press Releases, letters to investors and telephone or other personal
                                         communication(s) with potential or current investors. In addition, Consultant acknowledges
                                         that United States securities laws and the rules and regulations promulgated thereunder
                                         prohibit any person with material, non-public information about a company from purchasing,
                                         selling, trading, or entering into options, puts, calls or other derivatives in respect
                                         of securities of such issuer or from communicating such information to any other person
                                         or entity and Consultant shall comply with such laws, rules and regulations. Consultant
                                         will take no action to manipulate the market price of the Company’s securities
                                         in violation of law or regulation, nor pay or otherwise induce others to take any such
                                         actions, nor publish comments about the Company without appropriately disclosing payments
                                         received therefor.



 


		10.	MISCELLANEOUS



 


		a.	This
Consulting Agreement shall be governed by, and construed pursuant to the laws of the State of New York, applicable to agreements
made and performed wholly within such State. Any disputes under this Consulting Agreement shall be resolved by appropriate proceedings
in the state of New York.



 


		b.	This
Consulting Agreement may not be changed orally, but may be changed only in a writing executed by the party to be charged with
enforcement.






 






    4


     


    

 


		c.	If
any terms and conditions of this Consulting Agreement shall be held to be illegal, invalid or otherwise unenforceable by a court
of competent jurisdiction, all remaining terms and conditions shall remain in full force and effect



 


[signature
page follows]


 




    5


     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the dates set forth below.


 





	SPHERE
    3D CORP.	 	ROK
    CONSULTING INC.
	 	 	 
	/s/ Peter Tassiopoulos	 	/s/ Justin C. Ouimet
	Name: Peter Tassiopoulos	 	Name:
    Justin C. Ouimet
	Title:
    CEO	 	Title:
    President




 






    6


     


    

 





EXHIBIT
A


 


Consultant
Services


 


The
Consultant agrees, to the extent reasonably require in the conduct of its business with the Company, to place at the disposal
of the Company its judgment and experience and to provide business development services to the Company, including, but not limited
to, the following:


 


		a.	Advise
and assist the company in developing and implementing appropriate plans and materials for presenting the Company and its business
plan, strategy and personnel to the financial community.



 


		b.	With
                                         the cooperation of the Company, maintain an awareness during the term of the agreement
                                         of the Company’s plan’s and strategy as it relates to the financial community.



 


		c.	Create
                                         awareness of the company among investors and media.



 


		d.	Assist
                                         the Company in steps for financial and public relations.



 


All
payments made by the company to Consultant shall be by wire transfer of immediately available funds.


 


 


7