EX-10.11



 Exhibit 10.11 
  





 
 FORM 5D 

ESCROW AGREEMENT – VALUE SECURITY 

THIS AGREEMENT is made as of the 20 day of December, 2012 

AMONG: 
 SPHERE 3D CORPORATION
(formerly T.B. Mining Ventures Inc.) 
 (the “Issuer”) 

AND: 
 EQUITY FINANCIAL TRUST
COMPANY 
 (the “Escrow Agent”) 

AND: 
 EACH OF THE UNDERSIGNED
SECURITYHOLDERS OF THE ISSUER (a “Securityholder” or “you”) 
 (collectively, the
“Parties”) 
 This Agreement is being entered into by the Parties under Exchange Policy 5.4—Escrow, Vendor Consideration and Resale
Restrictions (the Policy) in connection with a Qualifying Transaction. The Issuer is a Tier 2 Issuer as described in Policy 2.1—Initial Listing Requirements. 

For good and valuable consideration, the Parties agree as follows:  

PART 1        ESCROW 
  

	1.1	Appointment of Escrow Agent 

 The Issuer and the Securityholders appoint the Escrow Agent to act as
escrow agent under this Agreement. The Escrow Agent accepts the appointment. 
  

	1.2	Deposit of Escrow Securities in Escrow 

  

	(1)	You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to
be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive. 


  

					
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	(2)	If you receive any other securities (additional escrow securities): 

  

	 	(a)	as a dividend or other distribution on escrow securities; 

  

	 	(b)	on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; 


 

	 	(c)	on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or 

  

	 	(d)	from a successor issuer in a business combination, if Part 6 of this Agreement applies, 

 you
will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities,
it includes additional escrow securities. 
  

	(3)	You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you. 


 

	1.3	Direction to Escrow Agent 

 The Issuer and the Securityholders direct the Escrow Agent to hold the escrow
securities in escrow until they are released from escrow under this Agreement. 
 PART 2        RELEASE OF ESCROW
SECURITIES 
  

	2.1	Release Provisions 

 The provisions of Schedule B(2) – Tier 2 Value Security Escrow Agreement is
incorporated into and form part of this Agreement. 
  

	2.2	Additional escrow securities 

 If you acquire additional escrow securities in connection with the
transaction to which this agreement relates, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the
applicable release schedule. 
  

	2.3	Additional Requirements for Tier 2 Surplus Escrow Securities 

 Where securities are subject to a Tier 2
Surplus Security Escrow Agreement [Schedule B(4)], the following additional conditions apply: 

  

					
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	(1)	The escrow securities will be cancelled if the asset, property, business or interest therein in consideration of which the securities were issued, is lost, or abandoned, or the operations or development of such asset,
property or business is discontinued. 

  

	(2)	The Escrow Agent will not release escrow securities from escrow under schedule B(4) unless the Escrow Agent has received, within the 15 days prior to the release date, a certificate from the Issuer that:


  

	 	(a)	is signed by two directors or officers of the Issuer; 

  

	 	(b)	is dated not more than 30 days prior to the release date; 

  

	 	(c)	states that the assets for which the escrow securities were issued (the “Assets”) were included as assets on the balance sheet of the Issuer in the most recent financial statements filed by the Issuer with the
Exchange; and 

  

	 	(d)	states that the Issuer has no reasonable knowledge that the Assets will not be included as assets on the balance sheet of the Issuer in the next financial statements to be filed by the Issuer with the Exchange.


  

	(3)	If, at any time during the term of this Agreement, the Escrow Agent is prohibited from releasing escrow securities on a release date specified schedule B(4) as a result of section 2.3(2) above, then the Escrow Agent
will not release any further escrow securities from escrow without the written consent of the Exchange. 

  

	(4)	If as a result of this section 2.3, the Escrow Agent does not release escrow securities from escrow for a period of five years, then: 


 

	 	(a)	the Escrow Agent will deliver a notice to the Issuer, and will include with the notice any certificates that the Escrow Agent holds which evidence the escrow securities; and 


 

	 	(b)	the Issuer and the Escrow Agent will take such action as is necessary to cancel the escrow securities. 

  

	(5)	For the purposes of cancellation of escrow securities under this section, each Securityholder irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.


  

	2.4	Delivery of Share Certificates for Escrow Securities 

 The Escrow Agent will send to each Securityholder
any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release. 

  

					
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	2.5	Replacement Certificates 

 If, on the date a Securityholder’s escrow securities are to be released,
the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request
replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other
evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably
practicable. 
  

	2.6	Release upon Death 

  

	(1)	If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of
the Escrow Agent to the Securityholder’s legal representative provided that: 

  

	 	(a)	the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to release the escrow securities as at a specified date which is at least 10 business days and not more than
30 business days prior to the proposed release; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. 


 

	(2)	Prior to delivery the Escrow Agent must receive: 

  

	 	(a)	a certified copy of the death certificate; and 

  

	 	(b)	any evidence of the legal representative’s status that the Escrow Agent may reasonably require. 

  

	2.7	Exchange Discretion to Terminate 

 If the Escrow Agent receives a request from the Exchange to halt or
terminate the release of escrow securities from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities from escrow until it receives the written consent of the Exchange. 

 

	2.8	Discretionary Applications 

 The Exchange may consent to the release from escrow of escrow securities in
other circumstances and on terms and on conditions it deems appropriate. Securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange. 

  

					
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 PART 3        EARLY RELEASE ON CHANGE OF ISSUER STATUS 

 

	3.1	Early Release – Graduation to Tier 1 

  

	(1)	When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes. 

  

	(2)	If the Issuer reasonably believes that it meets the Initial Listing Requirements of a Tier 1 Issuer as described in Policy 2.1 – Initial Listing Requirements, the Issuer may make application to the Exchange
to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application. 

  

	(3)	If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must
immediately: 

  

	 	(a)	issue a news release: 

  

	 	(i)	disclosing that it has been accepted for graduation to Tier 1; and 

  

	 	(ii)	disclosing the number of escrow securities to be released and the dates of release under the new schedule; and 

  

	 	(b)	provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent. 

  

	(4)	Upon completion of the steps in section 3.1(3) above, the Issuer’s release schedule will be replaced as follows: 

  

			
	 Applicable Schedule Pre-Graduation
	  	 Applicable Schedule Post-Graduation

	Schedule B(2)	  	Schedule B(l)
	Schedule B(4)	  	Schedule B(3)

  

	(5)	Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow Agent must release any escrow securities from escrow securities which under the new release schedule would have been
releasable at a date prior to the Exchange Bulletin. 

 PART 4        DEALING WITH ESCROW
SECURITIES 
  

	4.1	Restriction on Transfer, etc. 

 Unless it is expressly permitted in this Agreement, you will not sell,
transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private
company controlled by one or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the Principals to the risks of holding escrow
securities. 

  

					
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	4.2	Pledge, Mortgage or Charge as Collateral for a Loan 

 Subject to Exchange acceptance, you may pledge,
mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent
to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan. 

 

	4.3	Voting of Escrow Securities 

 Although you may exercise voting rights attached to your escrow securities,
you may not, while your securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would result in the repayment of capital being made on the escrow
securities prior to a winding up of the Issuer. 
  

	4.4	Dividends on Escrow Securities 

 You may receive a dividend or other distribution on your escrow
securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay
the dividend or other distribution to you on receipt. 
  

	4.5	Exercise of Other Rights Attaching to Escrow Securities 

 You may exercise your rights to exchange or
convert your escrow securities in accordance with this agreement. 
 PART 5        PERMITTED TRANSFERS WITHIN
ESCROW 
  

	5.1	Transfer to Directors and Senior Officers 

  

	(1)	You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of
directors has approved the transfer and provided that: 

  

	 	(a)	you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and 


 

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. 


 

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	a certified copy of the resolution of the board of directors of the Issuer approving the transfer; 


  

					
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	 	(b)	a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required
acceptance from the Exchange the Issuer is listed on has been received; 

  

	 	(c)	an acknowledgment in the form of Form 5E signed by the transferee; and 

  

	 	(d)	a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. 


 

	5.2	Transfer to Other Principals 

  

	(1)	You may transfer escrow securities within escrow: 

  

	 	(a)	to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or 


 

	 	(b)	to a person or company that after the proposed transfer 

  

	 	(i)	will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and 

  

	 	(ii)	has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries, 


provided that: 
  

	 	(c)	you make an application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and 


 

	 	(d)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. 


 

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	a certificate signed by a director or officer of the Issuer authorized to sign, stating that: 

  

	 	(i)	the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed
transfer; or 

  

	 	(ii)	the transfer is to a person or company that: 


  

					
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	 	(A)	the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and 


 

	 	(B)	has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries 


after the proposed transfer; and 
  

	 	(iii)	any required approval from the Exchange or any other exchange on which the Issuer is listed has been received; 

  

	 	(b)	an acknowledgment in the form of Form 5E signed by the transferee; and 

  

	 	(c)	a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. 


 

	5.3	Transfer upon Bankruptcy 

  

	(1)	You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy provided that: 


 

	 	(a)	you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and 


 

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. 


 

	(2)	Prior to the transfer, the Escrow Agent must receive: 

  

	 	(a)	a certified copy of either 

  

	 	(i)	the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or 

  

	 	(ii)	the receiving order adjudging the Securityholder bankrupt; 

  

	 	(b)	a certified copy of a certificate of appointment of the trustee in bankruptcy; 

  

	 	(c)	a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and 


 

	 	(d)	an acknowledgment in the form of Form 5E signed by 

  

	 	(i)	the trustee in bankruptcy or 


  

					
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	 	(ii)	on direction from the trustee, with evidence of that direction attached to the acknowledgement form, another person or company legally entitled to the escrow securities. 


 

	5.4	Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities 

  

	(1)	You may transfer escrow securities you have pledged, mortgaged or charged under section 4.2 to a financial institution as collateral for a loan within escrow to the lender on realization provided that:


  

	 	(a)	you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and 


 

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. 


 

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; 


 

	 	(b)	evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial institution; 

  

	 	(c)	a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and 


 

	 	(d)	an acknowledgement in the form of Form 5E signed by the financial institution. 

  

	5.5	Transfer to Certain Plans and Funds 

  

	(1)	You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the
beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that: 

  

	 	(a)	you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and 


 

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. 


 

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other
registered plan or fund do not include any person or company other than you and your spouse, children and parents; 


  

					
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	 	(b)	a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and 


 

	 	(c)	an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund. 

  

	5.6	Effect of Transfer Within Escrow 

 After the transfer of escrow securities within escrow, the escrow
securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the
escrow securities to transferees under this Part 5. 
  

	5.7	Discretionary Applications 

 The Exchange may consent to the transfer within escrow of escrow securities
in other circumstances and on such terms and conditions as it deems appropriate. 
 PART 6        BUSINESS
COMBINATIONS 
  

	6.1	Business Combinations 

 This Part applies to the following (business combinations): 

 

	(a)	a formal take-over bid for all outstanding securities of the Issuer or which, if successful, would result in a change of control of the Issuer 


 

	(b)	a formal issuer bid for all outstanding equity securities of the Issuer 

  

	(c)	a statutory arrangement 

  

	(d)	an amalgamation 

  

	(e)	a merger 

  

	(f)	a reorganization that has an effect similar to an amalgamation or merger 

  

	6.2	Delivery to Escrow Agent 

  

	(1)	You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must
deliver to the Escrow Agent: 


  

					
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	 	(a)	a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities and a completed and executed
cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any other documentation specified or provided by you and
required to be delivered to the depositary under the business combination; 

  

	 	(b)	written consent of the Exchange; and 

  

	 	(c)	any other information concerning the business combination as the Escrow Agent may reasonably require. 

  

	6.3	Delivery to Depositary 

  

	(1)	As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 6.2, the Escrow Agent will deliver to the
depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and a letter addressed to the depositary that 

  

	 	(a)	identifies the escrow securities that are being tendered; 

  

	 	(b)	states that the escrow securities are held in escrow; 

  

	 	(c)	states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 6.4;


  

	 	(d)	if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other
evidence of escrow securities that are not released from escrow into the business combination; and 

  

	 	(e)	where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, share certificates or other evidence of additional escrow securities that you acquire under the
business combination. 

  

	6.4	Release of Escrow Securities to Depositary 

  

	(1)	The Escrow Agent will release from escrow the tendered escrow securities provided that: 

  

	 	(a)	you or the Issuer make application to release the tendered securities under the Policy on a date at least 10 business days and not more than 30 business days prior to the date of the proposed release date; and



  

					
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	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date; 


 

	 	(c)	the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other
person or company, that 

  

	 	(i)	the terms and conditions of the business combination have been met or waived; and 

  

	 	(ii)	the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination. 


 

	6.5	Escrow of New Securities 

  

	(1)	If you receive securities (new securities) of another issuer (successor Issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities,
unless, immediately after completion of the business combination, 

  

	 	(a)	the successor issuer is an exempt issuer as defined in the National Policy; 

  

	 	(b)	the escrow holder was subject to a Value Security Escrow Agreement and is not a Principal of the successor issuer; and 

  

	 	(c)	the escrow holder holds less than 1% of the voting rights attached to the successor issuer’s outstanding securities. (In calculating this percentage, include securities that may be issued to the escrow holder under
outstanding convertible securities in both the escrow holder’s securities and the total securities outstanding.) 

  

	6.6	Release from Escrow of New Securities 

  

	(1)	The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent receives: 


 

	 	(a)	a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign 

  

	 	(i)	stating that it is a successor issuer to the Issuer as a result of a business combination; 

  

	 	(ii)	containing a list of the securityholders whose new securities are subject to escrow under section 6.5; 


  

					
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	 	(iii)	containing a list of the securityholders whose new securities are not subject to escrow under section 6.5; 

  

	 	(b)	written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 6.5. 


 

	(2)	The escrow securities of the Securityholders, whose securities are not subject to escrow under section 6.5, will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow
securities in the possession of the Escrow Agent in accordance with section 2.4. 

  

	(3)	If your new securities are subject to escrow, unless subsection (4) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow
securities that you exchanged. 

  

	(4)	If the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the release provisions in section 3.1(4) relating to graduation will apply. 


PART 7        RESIGNATION OF ESCROW AGENT 

 

	7.1	Resignation of Escrow Agent 

  

	(1)	If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer and the Exchange. 

  

	(2)	If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange. 


 

	(3)	If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable
to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. 

  

	(4)	The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above
by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10
business days before a release date. 

  

	(5)	If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the
appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. 


  

					
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	(6)	On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further
assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled
to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. 


 

	(7)	If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to
this Agreement will fie a copy of the new Agreement with the Exchange. 

 PART 8        OTHER
CONTRACTUAL ARRANGEMENTS 
  

	8.1	Escrow Agent Not a Trustee 

 The Escrow Agent accepts duties and responsibilities under this Agreement,
and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a
trustee. 
  

	8.2	Escrow Agent Not Responsible for Genuineness 

 The Escrow Agent will not be responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity of any escrow security deposited with it. 
  

	8.3	Escrow Agent Not Responsible for Furnished Information 

 The Escrow Agent will have no responsibility for
seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a
transfer of escrow securities within escrow under this Agreement. 
  

	8.4	Escrow Agent Not Responsible after Release 

 The Escrow Agent will have no responsibility for escrow
securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement. 
  

	8.5	Indemnification of Escrow Agent 

 The Issuer and each Securityholder hereby jointly and severally agree
to indemnify and hold harmless the Escrow Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any and all claims, demands, losses, penalties, costs, expenses, fees and liabilities,
including, without limitation, legal fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except where same result directly and principally from gross negligence, willful misconduct or bad
faith on the part of the Escrow Agent This indemnity survives the release of the escrow securities, the resignation or termination of the Escrow Agent and the termination of this Agreement. 

  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 14
	(as at June 14, 2010)	  		  	










	8.6	Additional Provisions 

  

	(1)	The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or
document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. 


 

	(2)	The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and
signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. 


 

	(3)	The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon
the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees,
expenses and disbursements of such counsel or advisors. 

  

	(4)	In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either
by a written agreement among the Parties or by a court of competent jurisdiction. 

  

	(5)	The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any
agreement referred to in this Agreement, to which the Escrow Agent is not a party. 

  

	(6)	The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation
must not require the exercise of any discretion or independent judgment. 

  

	(7)	The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic, or uncertificated form only, pending release of such securities from
escrow. 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 15
	(as at June 14, 2010)	  		  	










	(8)	The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered
to it, or otherwise received by it. 

  

	8.7	Limitation of Liability of Escrow Agent 

 The Escrow Agent will not be liable to any of the Parties
hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances
will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing
or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct,
exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater. 
  

	8.8	Remuneration of Escrow Agent 

 The Issuer will pay the Escrow Agent reasonable remuneration for its
services under this Agreement, which fees are subject to revision from time to time on 30 days’ written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section and unpaid 30 days
after request for such payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand. 

 

	8.9	Notice to Escrow Agent 

 The Issuer shall forthwith provide a copy of the Exchange Bulletin, confirmation
of listing and posting for trading of the subject escrowed shares or such other relevant document to the Escrow Agent as it shall require in order to make the required releases. No duty shall rest with the Escrow Agent to obtain this information
independently nor shall it be held liable for any loss, claim, suit or action, howsoever caused by any delay in providing this information to it. 
 PART
9        INDEMNIFICATION OF THE EXCHANGE 
  

	9.1	Indemnification 

  

	(1)	The Issuer and each Securityholder jointly and severally: 

  

	 	(a)	release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;


  

	 	(b)	agree not to make or bring a claim or demand, or commence any action, against the Exchange; and 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 16
	(as at June 14, 2010)	  		  	










	 	(c)	agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person’s claim, demand or action,


 arising from any and every act or omission committed or omitted by the Exchange, in connection with this Agreement, even if
said act or omission was negligent, or constituted a breach of the terms of this Agreement. 
  

	(2)	This indemnity survives the release of the escrow securities and the termination of this Agreement. 

 PART
10        NOTICES 
  

	10.1	Notice to Escrow Agent 

 Documents will be considered to have been delivered to the Escrow Agent on the
next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by
mail, to the following: 
 Equity Financial Trust Company 
 200
University Avenue 
 Suite 400 
 Toronto, Ontario M5H 4H1

 Facsimile:        (416) 361-0470 
  

	10.2	Notice to Issuer 

 Documents will be considered to have been delivered to the Issuer on the next business
day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: 

Sphere 30 Corporation 
 240 Matheson Blvd. East 

Mississauga, ON L4Z 1X1 

Attention:        Chief Financial Officer 

Facsimile:        (905) 282-9966 

  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 17
	(as at June 14, 2010)	  		  	










	10.3	Deliveries to Securityholders 

 Documents will be considered to have been delivered to a Securityholder
on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register. 

Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address on the Issuer’s
share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each Securityholder’s
address as listed on the Issuer’s share register. 
  

	10.4	Change of Address 

  

	(1)	The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder. 


 

	(2)	The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder. 


 

	(3)	A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent. 


 

	10.5	Postal Interruption 

 A party to this Agreement will not mail a Document if the party is aware of an
actual or impending disruption of postal service. 
 PART 11        GENERAL 

 

	11.1	Interpretation – “holding securities” 

 Unless the context otherwise requires, all
capitalized terms that are not otherwise defined in this Agreement, shall have the meanings as defined in Policy 1.1 - Interpretation or in Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions. 

When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect beneficial ownership
of or control or direction over the securities. 
  

	11.2	Enforcement by Third Parties 

 The Issuer enters this Agreement both on its own behalf and as trustee for
the Exchange and the Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer, or both. 

  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 18
	(as at June 14, 2010)	  		  	










	11.3	Termination, Amendment, and Waiver of Agreement 

  

	(1)	Subject to subsection 11.3(3), this Agreement shall only terminate: 

  

	 	(a)	with respect to all the Parties: 

  

	 	(i)	as specifically provided in this Agreement; 

  

	 	(ii)	subject to subsection 11.3(2), upon the agreement of all Parties; or 

  

	 	(iii)	when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and 

  

	 	(b)	with respect to a Party: 

  

	 	(i)	as specifically provided in this Agreement; or 

  

	 	(ii)	if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement. 


 

	(2)	An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate 


 

	 	(a)	is evidenced by a memorandum in writing signed by all Parties; 

  

	 	(b)	if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and 

  

	 	(c)	has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. 

  

	(3)	Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. 


 

	(4)	No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: 

  

	 	(a)	is evidenced by a memorandum in writing signed by all Parties; 

  

	 	(b)	if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and 


 

	 	(c)	has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 19
	(as at June 14, 2010)	  		  	










	(5)	No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly
provided. 

  

	11.4	Severance of Illegal Provision 

 Any provision or part of a provision of this Agreement determined by a
court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability, and the rest of the Agreement and all other provisions and parts
thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included in this Agreement. 

 

	11.5	Further Assurances 

 The Parties will execute and deliver any further documents and perform any further
acts reasonably requested by any of the Parties to this agreement which are necessary to carry out the intent of this Agreement. 
  

	11.6	Time 

 Time is of the essence of this Agreement. 

 

	11.7	Consent of Exchange to Amendment 

 The Exchange must approve any amendment to this Agreement if the
Issuer is listed on the Exchange at the time of the proposed amendment. 
  

	11.8	Additional Escrow Requirements 

 A Canadian exchange may impose escrow terms or conditions in addition to
those set out in this Agreement. 
  

	11.9	Governing Laws 

 The laws of the Province of Ontario and the applicable federal laws of Canada will
govern this Agreement. 
  

	11.10	Counterparts 

 The Parties may execute this Agreement by fax and in counterparts, each of which will be
considered an original and all of which will be one agreement. 
  

	11.11	Singular and Plural 

 Wherever a singular expression is used in this Agreement, that expression is
considered as including the plural or the body corporate where required by the context. 

  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 20
	(as at June 14, 2010)	  		  	










	11.12	Language 

 This Agreement has been drawn up in the English language at the request of all parties. Cet
acte a été rédigé en anglais à la demande de toutes les parties. 
  

	11.13	Benefit and Binding Effect 

 This Agreement will benefit and bind the Parties and their heirs, executors,
administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement. 
  

	11.14	Entire Agreement 

 This is the entire agreement among the Parties concerning the subject matter set out
in this Agreement and supersedes any and all prior understandings and agreements. 
  

	11.15	Successor to Escrow Agent 

 Any corporation with which the Escrow Agent may be amalgamated, merged or
consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is
recognized by the Exchange. 
 [Signature page to follow] 

  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 21
	(as at June 14, 2010)	  		  	









 The Parties have executed and delivered this Agreement as of the date set out above. 

 

			
	EQUITY FINANCIAL TRUST COMPANY
	
	/s/ MICHAEL LEE
	  

	Authorized signatory	 	MICHAEL LEE
	
	 /s/ Aaron
Gaspar                        Aaron Gaspar

	Authorized signatory

  

									
	SPHERE 3D CORPORATION	 		 		 	
					
	Per:	 	 /s/ Mario Biasini
	 		 		 	
		 	Mario Biasini	 		 		 	
		 	President & Chief Executive Officer	 		 		 	
					
	Per:	 	 /s/ T. Scott Worthington
	 		 		 	
		 	T. Scott Worthington	 		 		 	
		 	Chief Financial Officer	 		 		 	
				
	Signed, sealed and delivered by	 	)	 		 	
	BRANDON COWEN in the presence of:	 	)	 		 	
		 		 	)	 		 	
		 	T. Scott Worthington	 	)	 		 	
	  
	 		 		 	
	Name	 	)	 		 	/s/ BRANDON COWEN
		 		 	)	 		 
		 	37 Brightbay Cres	 	)	 		 
	  
	 		 		 	  

	Address	 	)	 		 	BRANDON COWEN
		 		 	)	 		 	
		 	Thornhill, ON L3T 1C2	 	)	 		 	
	  
	 		 		 	
		 		 	)	 		 	
		 		 	)	 		 	
		 	Chartered Accountant	 	)	 		 	
	  
	 		 		 	
	Occupation	 	)	 		 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 22
	(as at June 14, 2010)	  		  	









 The Parties have executed and delivered this Agreement as of the date set out above. 

 

									
	EQUITY FINANCIAL TRUST COMPANY	 		 		 	
				
	  
	 		 		 	
	Authorized signatory	 		 		 	
				
	  
	 		 		 	
	Authorized signatory	 		 		 	
				
	SPHERE 3D CORPORATION	 		 		 	
					
	Per:	 	 /s/ Mario Biasini
	 		 		 	
		 	Mario Biasini	 		 		 	
		 	President & Chief Executive Officer	 		 		 	
					
	Per:	 	/s/ T. Scott Worthington	 		 		 	
		 	  
	 		 		 	
		 	T. Scott Worthington	 		 		 	
		 	Chief Financial Officer	 		 		 	
				
	Signed, sealed and delivered by	 	)	 		 	
	BRANDON COWEN in the presence of:	 	)	 		 	
		 	)	 		 	
		 	T. Scott Worthington	 	)	 		 	
	  
	 		 		 	
	Name	 	)	 		 	/s/ BRANDON COWEN
		 	)	 		 
		 	37 Brightbay Cres	 	)	 		 
	  
	 		 		 	  

	Address	 	)	 		 	BRANDON COWEN
		 	)	 		 	
		 	Thornhill, ON L3T 1C2	 	)	 		 	
	  
	 		 		 	
		 		 	)	 		 	
		 		 	)	 		 	
		 	Chartered Accountant	 	)	 		 	
	  
	 		 		 	
	Occupation	 	)	 		 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 22
	(as at June 14, 2010)	  		  	










					
	 Signed, sealed and delivered by

CHRISTOPHER D’AMATO
 in the presence of:
	 	 )
 )

)
	 	/s/ CHRISTOPHER D’AMATO
		 	)	 
	 Joanna Russo
	 	)	 
	Name	 	)	 
		 	)	 
	101 Park Avenue, Suite 2506	 	)	 
	  
	 		 	  

	Address	 	)	 	CHRISTOPHER D’AMATO
		 	)	 	
	 New York, New York 10178
	 	)	 	
		 	)	 	
		 	)	 	
	 Controller
	 	)	 	
	Occupation	 	)	 	
			
	 Signed, sealed and delivered by
 ELIZABETH
GARGIULO in the presence of:
	 	 )
 )
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	ELIZABETH GARGIULO
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
			
	 Signed, sealed and delivered by
 GUS
GARISTO
 in the presence of:
	 	 )
 )

)
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	GUS GARISTO
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 23
	(as at June 14, 2010)	  		  	










					
	 Signed, sealed and delivered by
 CHRISTOPHER
D’AMATO
 in the presence of:
	 	 )
 )

)
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	CHRISTOPHER D’AMATO
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 ELIZABETH
GARGIULO in the presence of:
	 	 )
 )
	 	
		 	)	 	
	 Paul DiLucia
	 	)	 	
	Name	 	)	 	/s/ ELIZABETH GARGIULO
		 	)	 
	21 Laureleaf rd.	 	)	 
	  
	 		 	  

	Address	 	)	 	ELIZABETH GARGIULO
		 	)	 	
	 Thornhill, ont L3T2X4
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 GUS
GARISTO
 in the presence of:
	 	 )
 )

)
	 	
		 	)	 	/s/ GUS GARISTO
	 Paul DiLucia
	 	)	 
	Name	 	)	 
		 	)	 
	21 Laureleaf rd.	 	)	 
	  
	 		 	  

	Address	 	)	 	GUS GARISTO
		 	)	 	
	 Thornhill, Ont L3T2X4
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 23
	(as at June 14, 2010)	  		  	










					
	 Signed, sealed and delivered by
 IVANO
SCARLATO
 in the presence of:
	 	 )
 )

)
	 	
		 	)	 	
	 Paul DiLucia
	 	)	 	/s/ IVANO SCARLATO
	Name	 	)	 
		 	)	 
	21 Laureleaf rd	 	)	 
	  
	 		 	  

	Address	 	)	 	IVANO SCARLATO
		 	)	 	
	 Thornhill, ont L3T2X4
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 JOHN
ANDERS in the presence of:
	 	 )
 )
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	JOHN ANDERS
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 MARIAN
DAN in the presence of:
	 	 )
 )
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	MARIAN DAN
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 24
	(as at June 14, 2010)	  		  	










					
	 Signed, sealed and delivered by
 IVANO
SCARLATO
 in the presence of:
	 	 )
 )

)
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	IVANO SCARLATO
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 JOHN
ANDERS in the presence of:
	 	 )
 )
	 	 /s/ JOHN ANDERS

		 	)	 
	 Aaron Anders
	 	)	 
	Name	 	)	 
		 	)	 
	15 Harris St.	 	)	 
	  
	 		 	  

	Address	 	)	 	JOHN ANDERS
		 	)	 	
	 Guelph, ON
	 	)	 	
		 	)	 	
		 	)	 	
	 Sales
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 MARIAN
DAN in the presence of:
	 	 )
 )
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	MARIAN DAN
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 24
	(as at June 14, 2010)	  		  	










					
	 Signed, sealed and delivered by
 IVANO
SCARLATO
 in the presence of:
	 	 )
 )

)
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	IVANO SCARLATO
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 JOHN
ANDERS in the presence of:
	 	 )
 )
	 	
		 	)	 	
	  
	 	)	 	
	Name	 	)	 	
		 	)	 	
	  
	 	)	 	  

	Address	 	)	 	JOHN ANDERS
		 	)	 	
	  
	 	)	 	
		 	)	 	
		 	)	 	
	  
	 	)	 	
	Occupation	 	)	 	
		 		 	
	 Signed, sealed and delivered by
 MARIAN
DAN in the presence of:
	 	 )
 )
	 	
			
	 T. Scott
Worthington                    /s/ T. Scott Worthington
	 	)	 	
	Name	 	)	 	
		 	)	 	
		 	)	 	
	37 Brightbay Cres	 	)	 	/s/ MARIAN DAN
	  
	 		 	  

	Address	 	)	 	MARIAN DAN
		 	)	 	
	 Thornhill, ON L3T 1C2
	 	)	 	
		 	)	 	
		 	)	 	
	 Chartered Accountant
	 	)	 	
	Occupation	 	)	 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 24
	(as at June 14, 2010)	  		  	










							
	Signed, sealed and delivered by	 	)	 		 	 /s/ PAMELA SHIER

	PAMELA SHIER in the presence of:	 	)	 	 
		 	)	 	 
	 Peter Tassiopoulos
	 	)	 	 
	Name	 	)	 	 
		 	)	 	 
	 9 Pembury Ave
	 	)	 	 
	Address	 	)	 	 	PAMELA SHIER
		 	)	 	 	
	 Toronto M4N 3K4
	 	)	 	 	
		 	)	 	 	
		 	)	 		 	
	  
	 	)	 		 	
	Occupation	 	)	 		 	
				
	Signed, sealed and delivered by	 	)	 		 	 /s/ PAUL DI LUCIA

	PAUL DI LUCIA in the presence of:	 	)	 		 
		 	)	 		 
	 Peter Tassiopoulos
	 	)	 		 
	Name	 	)	 		 
		 	)	 		 
	 9 Pembury Ave
	 	)	 		 
	Address	 	)	 		 	PAUL DI LUCIA
		 	)	 		 	
	 Toronto M4N 3K4
	 	)	 		 	
		 	)	 		 	
		 	)	 		 	
	  
	 	)	 		 	
	Occupation	 	)	 		 	
				
	Signed, sealed and delivered by	 	)	 		 	 /s/ PETER TASSIOPOULOS

	PETER TASSIOPOULOS in the presence of:	 	)	 		 
		 	)	 		 
	 Paul Di Lucia
	 	)	 		 
	Name	 	)	 		 
		 	)	 		 
	 21 Laureleaf rd.
	 	)	 		 
	Address	 	)	 		 	PETER TASSIOPOULOS
		 	)	 		 	
	 Thornhill Ont. L3T 2X4
	 	)	 		 	
		 	)	 		 	
		 	)	 		 	
	  
	 	)	 		 	
	Occupation	 	)	 		 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 25
	(as at June 14, 2010)	  		  	










									
	Signed, sealed and delivered by	 	)	 		 	 /s/ ROSA PAVLOVIC

	ROSA PAVLOVIC the presence of:	 	)	 		 
		 		 	)	 		 
	 /s/ Mario
Biasini                    Mario Biasini
	 	)	 		 
	Name	 	)	 		 
		 		 	)	 		 
	 240 Matheson Blvd East
	 	)	 		 
	Address	 	)	 		 	ROSA PAVLOVIC
		 		 	)	 		 	
	 Mississauga, On L4Z 1X1
	 	)	 		 	
		 		 	)	 		 	
		 		 	)	 		 	
	 President
	 	)	 		 	
	Occupation	 	)	 		 	
		 		 		 		 	
	Signed, sealed and delivered by	 	)	 		 	
	STANTON WRIGHT the presence of:	 	)	 		 	
		 		 	)	 		 	
	  
	 	)	 		 	
	Name	 	)	 		 	
		 		 	)	 		 	
	  
	 	)	 		 	  

	Address	 	)	 		 	STANTON WRIGHT
		 		 	)	 		 	
	  
	 	)	 		 	
		 		 	)	 		 	
		 		 	)	 		 	
	  
	 	)	 		 	
	Occupation	 	)	 		 	
		 		 		 		 	
	R.M. KAUL & ASSOCIATES INC.	 		 		 	
		 		 		 		 	
	Per:	 	  
	 		 		 	
		 	Rovert Kaul, President	 		 		 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 26
	(as at June 14, 2010)	  		  	










							
	Signed, sealed and delivered by	 	)	 		 	
	ROSA PAVLOVIC the presence of:	 	)	 		 	
	  
	 	 )
 )
	 		 	
	Name	 	)	 		 	
		 	 )
 )
	 		 	
	  
	 		 		 	  

	Address	 	)	 		 	ROSA PAVLOVIC
	  
	 	 )
 )
	 		 	
	  
	 	 )
 )

)
	 		 	
	Occupation	 	)	 		 	
				
	Signed, sealed and delivered by	 	)	 		 	
	STANTON WRIGHT the presence of:	 	)	 		 	
	 Peter Tassiopoulos
	 	 )
 )
	 		 	 /s/ STANTON WRIGHT

	Name	 	)	 		 
	9 Pembury Ave	 	 )
 )
	 		 
	  
	 		 		 	  

	Address	 	)	 		 	STANTON WRIGHT
	 Toronto, Ont M4N 3K4
	 	 )
 )
	 		 	
	 Consultant
	 	 )
 )

)
	 		 	
	Occupation	 	)	 		 	
				
	R.M. KAUL & ASSOCIATES INC.	 		 		 	


									
					
	Per:	 	  
	 		 		 	
		 	Robert Kaul, President	 		 		 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 26
	(as at June 14, 2010)	  		  	










							
	Signed, sealed and delivered by	 	)	 		 	
	ROSA PAVLOVIC the presence of:	 	)	 		 	
	  
	 	 )
 )
	 		 	
	Name	 	)	 		 	
		 	 )
 )
	 		 	
	  
	 		 		 	  

	Address	 	)	 		 	ROSA PAVLOVIC
	  
	 	 )
 )
	 		 	
	  
	 	 )
 )

)
	 		 	
	Occupation	 	)	 		 	
				
	Signed, sealed and delivered by	 	)	 		 	
	STANTON WRIGHT the presence of:	 	)	 		 	
	  
	 	 )
 )
	 		 	
	Name	 	)	 		 	
		 	 )
 )
	 		 	
	  
	 		 		 	  

	Address	 	)	 		 	STANTON WRIGHT
	  
	 	 )
 )
	 		 	
	  
	 	 )
 )

)
	 		 	
	Occupation	 	)	 		 	
				
	R.M. KAUL & ASSOCIATES INC.	 		 		 	


									
					
	Per:	 	/s/ Robert Kaul	 		 		 	
		 	  
	 		 		 	
		 	Robert Kaul, President	 		 		 	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 26
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	BRANDON COWEN
		
	Signature:	 	 /s/ BRANDON COWEN

	
	Address for Notice:
	
	 5195 Rothesay Court

	
	 Mississauga, Ontario

	
	 L5M 4Y3


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	200,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 27
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	CHRISTOPHER D’AMATO
		
	Signature:	 	 /s/ CHRISTOPHER D’AMATO

	
	Address for Notice:
	
	 18 Summer Street

	
	 Forest Hills, New York

	
	 11375


 Securities: 
  

					
	 Class and Type

(i.e. Value Securities or Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	20,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 28
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	ELIZABETH GARGIULO
		
	Signature:	 	/s/ ELIZABETH GARGIULO

 Address for Notice: 
  

	
	 21 Laureleaf Road

	
	 Thornhill, Ontario

	
	 L3T 2X4


 Securities: 
  

					
	 Class and Type

(i.e. Value Securities or Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	600,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 29
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	GUS GARISTO
		
	Signature:	 	/s/ GUS GARISTO

 Address for Notice: 
  

	
	 5561 5th Line

	
	 Alliston, Ontario

	
	 L9R 1V2


 Securities: 
  

					
	 Class and Type

(i.e. Value Securities or Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	840,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 30
	(as at June 14, 2010)	  		  	









 Securityholder 
  

			
	Name:	 	IVANO SCARLATO
		
	Signature:	 	/s/ IVANO SCARLATO

 Address for Notice: 
  

	
	 30 Amelynn Crescent

	
	 Woodbridge, Ontario

	
	 L4H 1P4


 Securities: 
  

					
	 Class and Type

(i.e. Value Securities or Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	350,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 31
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	JOHN ANDERS
		
	Signature:	 	/s/ JOHN ANDERS

 Address for Notice: 
  

			
	 135 Rose Street

	
	 Barrie, Ontario

	
	 L4M 6C2


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	50,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 32
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	MARIAN DAN
		
	Signature:	 	/s/ MARIAN DAN

 Address for Notice: 
  

			
	 5463 Bourget Drive

	
	 Mississauga, Ontario

	
	 L5R 3C9


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	500,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 33
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	PAMELA SHIER
		
	Signature:	 	/s/ PAMELA SHIER

 Address for Notice: 
  

			
	 9 Pembury Avenue

	
	 Toronto, Ontario

	
	 M4N 3K4


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	400,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 34
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	PAUL DI LUCIA
		
	Signature:	 	/s/ PAUL DI LUCIA

 Address for Notice: 
  

			
	 21 Laureleaf Road

	
	 Thornhill, Ontario

	
	 L3T 2X4


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	600,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 35
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	PETER TASSIOPOULOS
		
	Signature:	 	/s/ PETER TASSIOPOULOS

 Address for Notice: 
  

			
	 9 Pembury Avenue

	
	 Toronto, Ontario

	
	 M4N 3K4


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	100,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 36
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	R.M. KAUL & ASSOCIATES INC.
		
	Signature:	 	/s/ R.M. KAUL & ASSOCIATES INC.

 Address for Notice: 
  

			
	 191 - 1917 West 4th
Avenue

	
	 Vancouver, British Columbia

	
	 V6J 1M7


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	10,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 37
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	ROSA PAVLOVIC
		
	Signature:	 	/s/ ROSA PAVLOVIC

 Address for Notice: 
  

			
	  

	
	  

	
	  


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	125,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 38
	(as at June 14, 2010)	  		  	









 Schedule “A” to Escrow Agreement 

Securityholder 
  

			
	Name:	 	STANTON WRIGHT
		
	Signature:	 	/s/ STANTON WRIGHT

 Address for Notice: 
  

			
	 1132 Bay Street, Suite 1102

	
	 Toronto, Ontario

	
	 M5S 2Z4


 Securities: 
  

					
	 Class and
Type
 (i.e. Value Securities or

Surplus Securities)
	  	Number	  	Certificate(s) (if applicable)
	 Value Securities
	  	130,000	  	 
	 	  	 	  	 
	 	  	 	  	 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 39
	(as at June 14, 2010)	  		  	









 SCHEDULE B(1) – TIER 1 VALUE SECURITY ESCROW AGREEMENT 

RELEASE OF SECURITIES 
 Timed
Release 
  

					
	 Release Dates
	  	 Percentage of Total
Escrowed Securities to
be
Released
	  	 Total Number of Escrowed
Securities to be
Released

	 [Insert date of Exchange Bulletin]
	  	25%	  	
	 [Insert date 6 months following Exchange Bulletin]
	  	25%	  	
	 [Insert date 12 months following Exchange Bulletin]
	  	25%	  	
	 [Insert date 18 months following Exchange Bulletin]
	  	25%	  	
	 TOTAL
	  	100%	  	

  

	*	In the simplest case where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released
in equal tranches of 25%. 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 40
	(as at June 14, 2010)	  		  	









 SCHEDULE B(2) – TIER 2 VALUE SECURITY ESCROW AGREEMENT 

RELEASE OF SECURITIES 
 Timed
Release 
  

					
	 Release Dates
	  	 Percentage of Total Escrowed
Securities to be
Released
	  	 Total Number of Escrowed
Securities to be
Released

		  	10%	  	392,500
		  	15%	  	588,750
		  	15%	  	588,750
		  	15%	  	588,750
		  	15%	  	588,750
		  	15%	  	588,750
		  	15%	  	588,750
	 TOTAL
	  	100%	  	3,925,000

  

	*	In the simplest case where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in
equal tranches of 15% after completion of the release on the date of the Exchange Bulletin. 


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 41
	(as at June 14, 2010)	  		  	









 SCHEDULE B(3) – TIER 1 SURPLUS SECURITY ESCROW AGREEMENT 

RELEASE OF SECURITIES 
 Timed
Release 
  

					
	 Release Dates
	  	 Percentage of Total Escrowed
Securities to be
Released
	  	 Total Number of Escrowed
Securities to be
Released

	 [Insert date of Exchange Bulletin]
	  	10%	  	
	 [Insert date 6 months following Exchange Bulletin]
	  	20%	  	
	 [Insert date 12 months following Exchange Bulletin]
	  	30%	  	
	 [Insert date 18 months following Exchange Bulletin]
	  	40%	  	
	 TOTAL
	  	100%	  	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 42
	(as at June 14, 2010)	  		  	









 SCHEDULE B(4) – TIER 2 SURPLUS SECURITY ESCROW AGREEMENT 

RELEASE OF SECURITIES 
 Timed
Release 
  

					
	 Release Dates
	  	 Percentage of Total
Escrowed Securities to
be
Released
	  	 Total Number of
Escrowed Securities to
be
Released

	 [Insert date of Exchange Bulletin]
	  	5%	  	
	 [Insert date 6 months following Exchange Bulletin]
	  	5%	  	
	 [Insert date 12 months following Exchange Bulletin]
	  	10%	  	
	 [Insert date 18 months following Exchange Bulletin]
	  	10%	  	
	 [Insert date 24 months following Exchange Bulletin]
	  	15%	  	
	 [Insert date 30 months following Exchange Bulletin]
	  	15%	  	
	 [Insert date 36 months following Exchange Bulletin]
	  	40%	  	
	 TOTAL
	  	100%	  	


  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 43
	(as at June 14, 2010)	  		  	









 SCHEDULE B(5) 

UNDERTAKING OF HOLDING COMPANY 
 TO: THE
TSX VENTURE EXCHANGE 
 R.M. Kaul & Associates Inc. (the “Securityholder”) has subscribed for and agreed to purchase, as
principal, 10,000 Common Shares of Sphere 3D Corporation (the “Escrowed Securities”). The Escrowed Securities will be held in escrow as detailed in the escrow agreement entered into between Sphere 3D Corporation (the “Issuer”),
Equity Financial Trust Company and the Securityholder. 
 The undersigned Securityholder undertakes that, to the extent reasonably possible, it will
not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture
Exchange, as long as any Escrowed Securities remain held or are required to be held in escrow. 
 DATED this 14 day of December, 2012. 

 

	
	 R.M. Kaul & Associates Inc.

	(Name of Securityholder – please print)
	
	/s/ Robert Kaul
	  
 (Authorized
Signature)

	
	 President

	(Official Capacity – please print)
	
	 Robert Kaul

	(please print here name of individual whose signature appears above)



  

					
	FORM 5D	  	ESCROW AGREEMENT	  	Page 44
	(as at June 14, 2010)