Sphere 3D Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

PURCHASE AGREEMENT

                     THIS
PURCHASE AGREEMENT (“Agreement”) is made as of the 15th day of August
2019 by and among Sphere 3D Corp., an Ontario corporation (the
“Company”), and the Investors set forth on the signature pages affixed
hereto (each an “Investor” and collectively the “Investors”). 

                   
A.        The Company and the Investors are
executing and delivering this Agreement in reliance upon (i) the exemption from
securities registration afforded by the provisions of Regulation D
(“Regulation D”), as promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended, or
(ii) the prospectus exemption provided by Section 2.3 of National Instrument
45-106 – Prospectus Exemptions (“NI 45 106”), in accordance with
Schedule IV hereto; and

                   
B.        The Investors wish to purchase from
the Company, and the Company wishes to sell and issue to the Investors, upon the
terms and conditions stated in this Agreement, (i) up to an aggregate of 334,000
Common Shares (as defined below) (“Shares”), (the “Transaction”).


                    In
consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

            1.       
Definitions. In addition to those terms defined above and elsewhere in
this Agreement, for the purposes of this Agreement, the following terms shall
have the meanings set forth below:0

                    
“Affiliate” means, with respect to any Person, any other Person which
directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common control with, such Person. 

                    
“Business Day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business. 

                    
“Canadian Investor” means an Investor that is resident in or otherwise
subject to the securities laws of a jurisdiction of Canada. 

                    
“Canadian Securities Laws” means the securities laws, regulations and
rules, and the blanket rulings, policies and written interpretations of and
multilateral or national instruments adopted by the securities regulators in
each of the provinces and territories of Canada. 

                    
“Common Share Equivalents” means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time
Common Shares, including without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Shares. 

                    
“Common Shares” means the common shares in the capital of the Company (no
par value). 

                    
“Company’s Knowledge” means the actual knowledge of the executive
officers (as defined in Rule 405 under the 1933 Act) of the Company, after due
inquiry. 




                    
“Confidential Information” means trade secrets, confidential information
and know-how (including but not limited to ideas, formulae, compositions,
processes, procedures and techniques, research and development information,
computer program code, performance specifications, support documentation,
drawings, specifications, designs, business and marketing plans, and customer
and supplier lists and related information). 

                    
“Control” (including the terms “controlling”, “controlled by” or “under
common control with”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


                    
“Intellectual Property” means all of the following: (i) patents, patent
applications, patent disclosures and inventions (whether or not patentable and
whether or not reduced to practice); (ii) trademarks, service marks, trade
dress, trade names, corporate names, logos, slogans and Internet domain names,
together with all goodwill associated with each of the foregoing; (iii)
copyrights and copyrightable works; (iv) registrations, applications and
renewals for any of the foregoing; and (v) proprietary computer software
(including but not limited to data, data bases and documentation). 

                    
“Material Adverse Effect” means a material adverse effect on (i) the
assets, liabilities, results of operations, condition (financial or otherwise),
business or prospects of the Company and its Subsidiaries taken as a whole, or
(ii) the ability of the Company to perform its obligations under the Transaction
Documents. 

                    
“Material Contract” means any contract, instrument or other agreement to
which the Company or any Subsidiary is a party or by which it is bound which has
been listed on Schedule II. 

                    
“Nasdaq” means The Nasdaq Global Market. 

                    
“OSC” means the Ontario Securities Commission. 

                    
“Person” means an individual, corporation, partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
sole proprietorship, unincorporated organization, governmental authority or any
other form of entity not specifically listed herein. 

                    
“Purchase Price” means US$1.29. 

                    
“SEC Filings” has the meaning set forth in Section 4.6. 

                    
“Securities” means the Shares. 

                    
“Shares” means the Common Shares to be purchased by the Investors
hereunder. 

                    
“Subsidiary” of any Person means another Person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% or more of the
equity interests of which) is owned directly or indirectly by such first Person.


                    
“Transaction Documents” means this Agreement. 

                    
“1933 Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder. 

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“1934 Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated thereunder. 

            2.       
Purchase and Sale of the Shares. Subject to the terms and conditions of
this Agreement, each of the Investors shall severally, and not jointly,
purchase, and the Company shall sell and issue to the Investors, the Shares in
the respective amounts set forth on Schedule I attached hereto. 

            3.       
Closings. Unless other arrangements have been made with a particular
Investor, upon confirmation that the other conditions to closing specified
herein have been satisfied or duly waived by the Investors, the Company shall
deliver to Pryor Cashman LLP, in trust, a certificate or certificates,
registered in such name or names as the Investors may designate, representing
the Shares, with instructions that such certificates are to be held for release
to the Investors only upon payment in full of the Purchase Price to the Company
by the Investors. Unless other arrangements have been made with a particular
Investor, upon such receipt by PC of the certificates issuable to an Investor,
such Investor shall promptly, but no more than one (1) Business Day thereafter,
cause a wire transfer in same day funds to be sent to the account of the Company
as instructed in writing by the Company, in an amount representing such
Investor’s payment of the Purchase Price. On the date the Company receives the
Purchase Price, the certificates evidencing the Shares shall be released to the
Investors (the “Closing”). The Closing of the purchase and sale of the Shares
shall take place at the offices of Pryor Cashman LLP, 7 Times Square, New York,
NY 10036, or at such other location and on such other date as the Company and
the Investors shall mutually agree. 

            4.       
Representations and Warranties of the Company. The Company hereby
represents and warrants to each Investor that:

                   4.
1        Organization, Good Standing and
Qualification. Each of the Company and its Subsidiaries is a corporation
duly organized, validly existing and in good standing (where such concept
exists) under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to carry on its business as now
conducted and to own or lease its properties, in each case as described in the
SEC Filings. Each of the Company and its Subsidiaries is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property
makes such qualification or leasing necessary unless the failure to so qualify
has not had and could not reasonably be expected to have a Material Adverse
Effect.

                   4.2       
Authorization. The Company has the corporate power and authority to enter
into this Agreement and has taken all requisite action on its part, its
officers, directors and shareholders necessary for (i) the authorization,
execution and delivery of the Transaction Documents, (ii) the authorization of
the performance of all obligations of the Company hereunder or thereunder, and
(iii) the authorization, issuance (or reservation for issuance) and delivery of
the Securities. The Transaction Documents constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors’ rights generally and to general equitable
principles. 

                   4.3       
Capitalization. The authorized capital of the Company consists of an
unlimited number of Common Shares, as set forth in the SEC Filings and in the
Articles of Amalgamation of the Company, as amended and as in effect as of the
date of this Agreement (the “Articles of Amalgamation”). All of the
issued and outstanding Common Shares have been duly authorized and validly
issued and are fully paid, nonassessable and free of pre-emptive rights and were
issued in full compliance with applicable provincial, state and federal
securities law and any rights of third parties. Except as described in the SEC Filings or described in Schedule III, all of
the issued and outstanding shares of capital stock of each Subsidiary have been
duly authorized and validly issued and are fully paid, nonassessable and free of
pre-emptive rights, were issued in full compliance with applicable provincial,
state and federal securities law and any rights of third parties and are owned
by the Company, beneficially and of record, subject to no lien, encumbrance or
other adverse claim. Except as described in the SEC Filings, no Person is
entitled to pre-emptive or similar statutory or contractual rights with respect
to any securities of the Company. Except as described in the SEC Filings or
described in Schedule III, there are no outstanding warrants, options,
convertible securities or other rights, agreements or arrangements of any
character under which the Company or any of its Subsidiaries is or may be
obligated to issue any equity securities of any kind. Except as described or
listed in the SEC Filings and warrants and purchase agreements entered into with
one or more additional investors (each an “Additional Investor”) on or
about the date hereof, there are no voting agreements, buy-sell agreements,
option or right of first purchase agreements or other agreements of any kind
among the Company and any of the securityholders of the Company relating to the
securities of the Company held by them. Except as described in the SEC Filings,
no Person has the right to require the Company to register any securities of the
Company under the 1933 Act, whether on a demand basis or in connection with the
registration of securities of the Company for its own account or for the account
of any other Person. 

-3- 




                   Except
as described in the SEC Filings, the issuance and sale of the Securities
hereunder will not obligate the Company to issue Common Shares or other
securities to any other Person (other than the Investors) and will not result in
the adjustment of the exercise, conversion, exchange or reset price of any
outstanding security. 

                   Except
as described in the SEC Filings, the Company does not have outstanding
shareholder purchase rights, a “poison pill” or any similar arrangement in
effect giving any Person the right to purchase any equity interest in the
Company upon the occurrence of certain events. 

                   As
of August 8, 2019 and prior to giving effect to the Transaction, there were (i)
2,543,428 Common Shares issued and outstanding, (ii) 205,687 Common Shares
issuable upon exercise of outstanding warrants, (iii) 6,838 Common Shares
issuable upon exercise of outstanding options and (iv) 110,653 outstanding
restricted stock units. 

                   4.4       
Valid Issuance. The Shares have been duly and validly authorized and,
when issued and paid for pursuant to this Agreement, will be validly issued,
fully paid and nonassessable, and shall be free and clear of all encumbrances
and restrictions, except for restrictions on transfer set forth in the
Transaction Documents or imposed by applicable securities laws. 

                   4.5       
Consents. The execution, delivery and performance by the Company of the
Transaction Documents and the offer, issuance and sale of the Securities require
no consent of, action by or in respect of, or filing with, any Person,
governmental body, agency, or official other than filings that have been made
pursuant to applicable provincial and state securities laws and post-sale
filings pursuant to applicable provincial, state and federal securities laws
which the Company undertakes to file within the applicable time periods. Subject
to the accuracy of the representations and warranties of each Investor set forth
in Section 5 hereof, and, in the case of each Canadian Investor,
Schedule IV hereto, the Company has taken all action necessary to exempt
(i) the issuance and sale of the Securities, and (ii) the other transactions
contemplated by the Transaction Documents from the provisions of any shareholder
rights plan or other “poison pill” arrangement, any anti-takeover, business
combination or control share law or statute binding on the Company or to which
the Company or any of its assets and properties may be subject and any provision
of the Articles of Amalgamation or the Company’s Bylaws, as amended and as in
effect as of the date of this Agreement (the “Bylaws”), that is or could
reasonably be expected to become applicable to the Investors as a result of the
transactions contemplated hereby, including, without limitation, the issuance of the Securities and the ownership,
disposition or voting of the Securities by the Investors or the exercise of any
right granted to the Investors pursuant to this Agreement or the other
Transaction Documents. 

-4- 




                   4.6       
Delivery of SEC Filings; Business. The Company has made available to the
Investors all reports filed or furnished by the Company pursuant to Sections
13(a), 13(e), 14 and 15(d) of the 1934 Act since July 7, 2014 (collectively, the
“SEC Filings”). The SEC Filings are the only filings required of the
Company pursuant to the 1934 Act for such period. The Company and its
Subsidiaries are engaged in all material respects only in the business described
in the SEC Filings and the SEC Filings contain a complete and accurate
description in all material respects of the business of the Company and its
Subsidiaries, taken as a whole.

                   4.7       
Use of Proceeds. The net proceeds of the sale of the Shares hereunder
shall be used by the Company for working capital and general corporate purposes,
as well as to fund potential acquisitions of the stock or assets of other
companies.

                   4.8       
No Material Adverse Change. Since December 31, 2018, except as described
in the SEC Filings, there has not been:

                                               (i)       
any change in the consolidated assets, liabilities, financial condition or
operating results of the Company from that reflected in the financial statements
included in the SEC Filings, except for changes in the ordinary course of
business which have not had and could not reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate;

                                               (ii)       
any declaration or payment of any dividend, or any authorization or payment of
any distribution, on any of the capital stock of the Company, or any redemption
or repurchase of any securities of the Company;

                                               (iii)       
any material damage, destruction or loss, whether or not covered by insurance to
any assets or properties of the Company or its Subsidiaries;

                                               (iv)       
any waiver, not in the ordinary course of business, by the Company or any
Subsidiary of a material right or of a material debt owed to it;

                                               (v)       
any satisfaction or discharge of any lien, claim or encumbrance or payment of
any obligation by the Company or a Subsidiary, except in the ordinary course of
business and which is not material to the assets, properties, financial
condition, operating results or business of the Company and its Subsidiaries
taken as a whole (as such business is presently conducted and as it is proposed
to be conducted);

                                               (vi)       
any change or amendment to the Articles of Amalgamation (other than in
connection with the transactions contemplated hereby) or Bylaws, or material
change to any material contract or arrangement by which the Company or any
Subsidiary is bound or to which any of their respective assets or properties is
subject; 

                                               (vii)       
any material labor difficulties or labor union organizing activities with
respect to employees of the Company or any Subsidiary;

                                               (viii)       
any material transaction entered into by the Company or a Subsidiary other than
in the ordinary course of business; 

-5- 




                                               (ix)       
the loss of the services of any key employee, or material change in the
composition or duties of the senior management of the Company or any
Subsidiary;

                                               (x)       
the loss or, to the Company’s Knowledge, threatened loss of any customer which
has had or could reasonably be expected to have a Material Adverse Effect;
or

                                               (xi)       
any other event or condition of any character that has had or could reasonably
be expected to have a Material Adverse Effect. 

                   4.9       
SEC Filings. At the time of filing thereof, the SEC Filings complied as
to form in all material respects with the requirements of the 1934 Act and did
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading. 

                   4.10      No
Conflict, Breach, Violation or Default. The execution, delivery and
performance of the Transaction Documents by the Company and the issuance and
sale of the Securities will not (i) conflict with or result in a breach or
violation of (a) any of the terms and provisions of, or constitute a default
under the Articles of Amalgamation or the Bylaws (true and complete copies of
which have been made available to the Investors through the EDGAR system), or
(b) any statute, rule, regulation or order of any governmental agency or body or
any court, domestic or foreign, having jurisdiction over the Company, any
Subsidiary or any of their respective assets or properties, or (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, result in the creation of any lien,
encumbrance or other adverse claim upon any of the properties or assets of the
Company or any Subsidiary or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any Material Contract, except in the case of clauses (i)(b)
and (ii) above, such as could not reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate. 

                   4.11     
Tax Matters. The Company and each Subsidiary has prepared and filed (or
filed applicable extensions therefore) all tax returns required to have been
filed by the Company or such Subsidiary with all appropriate governmental
agencies and paid all taxes shown thereon or otherwise owed by it, other than
any such taxes which the Company or any Subsidiary are contesting in good faith
and for which adequate reserves have been provided and reflected in the
Company’s financial statements included in the SEC Filings. The charges,
accruals and reserves on the books of the Company in respect of taxes for all
fiscal periods are adequate in all material respects, and there are no material
unpaid assessments against the Company or any Subsidiary nor, to the Company’s
Knowledge, any basis for the assessment of any additional taxes, penalties or
interest for any fiscal period or audits by any federal, state or local taxing
authority except for any assessment which is not material to the Company and its
Subsidiaries, taken as a whole. All taxes and other assessments and levies that
the Company or any Subsidiary is required to withhold or to collect for payment
have been duly withheld and collected and paid to the proper governmental entity
or third party when due, other than any such taxes which the Company or any
Subsidiary are contesting in good faith and for which adequate reserves have
been provided and reflected in the Company’s financial statements included in
the SEC Filings. There are no tax liens or claims pending or, to the Company’s
Knowledge, threatened in writing against the Company or any Subsidiary or any of
their respective assets or property. Except as described in the SEC Filings,
there are no outstanding tax sharing agreements or other such arrangements
between the Company and any Subsidiary or other corporation or entity. 

                   4.12     
Title to Properties. Except as disclosed in the SEC Filings, the Company
and each Subsidiary has good and marketable title to all real properties and all
other properties and assets (excluding Intellectual Property assets which are the subject
of Section 4.15 hereof) owned by it, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or currently planned to be made thereof
by them; and except as disclosed in the SEC Filings, the Company and each
Subsidiary holds any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the
use made or currently planned to be made thereof by them. 

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                   4.13    
 Certificates, Authorities and Permits. The Company and each
Subsidiary possess adequate certificates, authorities or permits issued by
appropriate governmental agencies or bodies necessary to conduct the business
now operated by it, except to the extent failure to possess such certificates,
authorities or permits could not reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate, and neither the Company nor
any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any such certificate, authority or permit that, if determined
adversely to the Company or such Subsidiary, could reasonably be expected to
have a Material Adverse Effect, individually or in the aggregate. 

                   4.14     
Labor Matters. 

                                 (a)         Except
as set forth in the SEC Filings, the Company is not a party to or bound by any
collective bargaining agreements or other agreements with labor organizations.
The Company has not violated in any material respect any laws, regulations,
orders or contract terms, affecting the collective bargaining rights of
employees, labor organizations or any laws, regulations or orders affecting
employment discrimination, equal opportunity employment, or employees’ health,
safety, welfare, wages and hours. 

                                 (b)       
(i) There are no labor complaint, grievance, disputes or arbitration existing,
or to the Company’s Knowledge, threatened, involving strikes, slow-downs, work
stoppages, job actions, disputes, lockouts or any other disruptions of or by the
Company’s employees, (ii) there are no unfair labor practices or petitions for
election pending or, to the Company’s Knowledge, threatened before the Ontario
Labour Relations Board, the National Labor Relations Board or any other federal,
provincial, state or local labor commission or tribunal relating to the
Company’s employees, (iii) no demand for recognition or certification heretofore
made by any labor organization or group of employees is pending with respect to
the Company and (iv) to the Company’s Knowledge, the Company enjoys good labor
and employee relations with its employees and labor organizations. 

                                 (c)       
The Company is, and at all times has been, in compliance with all applicable
laws respecting employment (including laws relating to classification of
employees and independent contractors) and employment practices, terms and
conditions of employment, wages and hours, and immigration and naturalization,
except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect, individually or in the aggregate. There are no claims
pending against the Company before the Human Rights Code, the Equal Employment
Opportunity Commission or any other administrative body or in any court
asserting any violation of the Human Rights Code, Title VII of the Civil Rights
Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or
any other federal, provincial, state or local Law, statute or ordinance barring
discrimination in employment. 

                                 (d)       
To the Company’s Knowledge, the Company has no liability for the improper
classification by the Company of its employees as independent contractors or
leased employees prior to each Closing. 

-7- 




                   4.15      Intellectual Property. The Company and the Subsidiaries own, or have
obtained valid and enforceable licenses for, or other rights to use, the
Intellectual Property necessary for the conduct of the business of the Company and the Subsidiaries as
currently conducted and as described in the SEC Filings as being owned or
licensed by them, except where the failure to own, license or have such rights
could not reasonably be expected to result in a Material Adverse Effect,
individually or in the aggregate. Except as described in the SEC Filings, (i) to
the Company’s Knowledge, there are no third parties who have or will be able to
establish rights to any Intellectual Property, except for the ownership rights
of the owners of the Intellectual Property which is licensed to the Company as
described in the SEC Filings or where such rights could not reasonably be
expected to result in a Material Adverse Effect, individually or in the
aggregate, (ii) there is no pending or, to the Company’s Knowledge, threat of
any, action, suit, proceeding or claim by others challenging the Company’s or
any Subsidiary’s rights in or to, or the validity, enforceability, or scope of,
any Intellectual Property owned by or licensed to the Company or any Subsidiary
or claiming that the use of any Intellectual Property by the Company or any
Subsidiary in their respective businesses as currently conducted infringes,
violates or otherwise conflicts with the intellectual property rights of any
third party, and (iii) to the Company’s Knowledge, the use by the Company or any
Subsidiary of any Intellectual Property by the Company or any Subsidiary in
their respective businesses as currently conducted does not infringe, violate or
otherwise conflict with the intellectual property rights of any third party.

                   4.16     
Environmental Matters. To the Company’s Knowledge, neither the Company
nor any Subsidiary is in violation of any statute, rule, regulation, decision or
order of any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure
to hazardous or toxic substances (collectively, “Environmental Laws”),
owns or operates any real property contaminated with any substance that is
subject to any Environmental Laws, is liable for any off-site disposal or
contamination pursuant to any Environmental Laws, or is subject to any claim
relating to any Environmental Laws, which violation, contamination, liability or
claim has had or could reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate; and there is no pending or, to the Company’s
Knowledge, threatened investigation that might lead to such a claim. 

                   4.17     
Litigation. There are no pending actions, suits or proceedings against or
affecting the Company, its Subsidiaries or any of its or their properties; and
to the Company’s Knowledge, no such actions, suits or proceedings are
threatened, except (i) as described in the SEC Filings or (ii) any such
proceeding, which if resolved adversely to the Company or any Subsidiary, could
not reasonably be expected to have a Material Adverse Effect, individually or in
the aggregate. Neither the Company nor any Subsidiary, nor any director or
officer thereof, is or since January 1, 2014 has been the subject of any action
involving a claim of violation of or liability under federal, provincial, or
state securities laws or a claim of breach of fiduciary duty. There has not
been, and to the Company’s Knowledge, there is not pending or contemplated, any
investigation by the OSC (or any other Canadian securities regulatory authority)
or SEC involving the Company or any current or former director or officer of the
Company. The SEC has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any
Subsidiary under the 1933 Act or the 1934 Act. 

                   4.18     
Financial Statements. The financial statements included in each SEC
Filing comply in all material respects with applicable accounting requirements
and the rules and regulations of the SEC with respect thereto as in effect at
the time of filing (or to the extent corrected by a subsequent restatement) and
present fairly, in all material respects, the consolidated financial position of
the Company as of the dates shown and its consolidated results of operations and
cash flows for the periods shown, and such financial statements have been
prepared in conformity with United States generally accepted accounting
principles applied on a consistent basis (“GAAP”) (except as may be
disclosed therein or in the notes thereto). Except as set forth in the SEC
Filings filed prior to the date hereof, neither the Company nor any of its
Subsidiaries has incurred any liabilities, contingent or otherwise, except those
incurred in the ordinary course of business, consistent (as to amount and
nature) with past practices since the date of such financial statements, none of which,
individually or in the aggregate, have had or could reasonably be expected to
have a Material Adverse Effect.

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                   4.19    
 Insurance Coverage. The Company and each Subsidiary maintain in
full force and effect insurance coverage that is customary for comparably
situated companies for the business being conducted and properties owned or
leased by the Company and each Subsidiary. 

                   4.20    
 Brokers and Finders. No Person, including, without limitation, any
Investor or any current holder of Common Shares, will have, as a result of the
transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for
any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Company. 

                   4.21    
 No Directed Selling Efforts or General Solicitation. Neither the
Company nor any Person acting on its behalf has conducted any general
solicitation or general advertising (as those terms are used in Regulation D) in
connection with the offer or sale of any of the Securities. 

                   4.22    
 No Integrated Offering. Assuming the accuracy of the Investors’
representations and warranties set forth in Section 5 hereof, neither the
Company nor any of its Affiliates, nor any Person acting on its or their behalf
has, directly or indirectly, made any offers or sales of any Company security or
solicited any offers to buy any security, which are or will be integrated with
this offering of the Securities hereunder in a manner that would adversely
affect reliance by the Company on Section 4(a)(2) for the exemption from
registration for the transactions contemplated hereby or would require
registration of the Securities under the 1933 Act. 

                   4.23    
 Private Placement. Assuming the accuracy of the Investors’
representations and warranties set forth in Section 5 hereof and, in the
case of Canadian Investors, Schedule IV hereto, the offer and sale of the
Securities to the Investors as contemplated hereby is exempt from the
registration requirements of the 1933 Act, and, in the case of Canadian
Investors, is exempt from the prospectus requirement under applicable Canadian
Securities Laws. 

                   4.24     
Questionable Payments. Neither the Company nor any of its
Subsidiaries nor, to the Company’s Knowledge, any of their respective current or
former shareholders, directors, officers, employees, agents or other Persons
acting on behalf of the Company or any Subsidiary, has, on behalf of the Company
or any Subsidiary or in connection with their respective businesses, (i) used
any corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity, (ii) made any direct or
indirect unlawful payments to any governmental officials or employees from
corporate funds, (iii) established or maintained any unlawful or unrecorded fund
of corporate monies or other assets, (iv) made any false or fictitious entries
on the books and records of the Company or any Subsidiary, or (v) made any
unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment of any nature. 

                   4.25    
 Transactions with Affiliates. Except as disclosed in the SEC
Filings and except as would not be required to be disclosed in the SEC Filings,
none of the officers or directors of the Company and, to the Company’s
Knowledge, none of the employees of the Company is presently a party to any
transaction with the Company or any Subsidiary (other than as holders of stock
options and/or warrants, and for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the Company’s Knowledge, any entity in which
any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner. 

-9- 




                   4.26    
 Internal Controls. The Company is in material compliance with the
provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the
Company. The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in 1934
Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure
controls and procedures to ensure that material information relating to the
Company, including the Subsidiaries, is made known to the certifying officers by
others within those entities, particularly during the period in which the
Company’s most recently filed periodic report under the 1934 Act, as the case
may be, is being prepared. The Company’s certifying officers have evaluated the
effectiveness of the Company’s disclosure controls and procedures as of the end
of the period covered by the most recently filed periodic report under the 1934
Act (such date, the “Evaluation Date”). The Company presented in its most
recently filed periodic report under the 1934 Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company’s
internal controls (as such term is defined in Item 308 of Regulation S-K) or, to
the Company’s Knowledge, in other factors that could significantly affect the
Company’s internal controls. The Company maintains and will continue to maintain
a standard system of accounting established and administered in accordance with
GAAP and the applicable requirements of the 1934 Act. 

                   4.27    
 Investment Company. The Company is not required to be registered
as, and is not an Affiliate of, and immediately following each of the Closings
will not be required to register as, an “investment company” within the meaning
of the Investment Company Act of 1940, as amended. 

            Each
of the Investors acknowledges and agrees that the Company has not made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 4. Each of
the Investors further acknowledges and agrees that neither the Company nor any
other Person has made any representation or warranty, expressed or implied, as
to the accuracy or completeness of any information received by any such Investor
which constitutes or may be deemed to constitute a projection, estimate or other
forecast and certain business plan information, except that such information was
prepared in good faith and based upon assumptions that the Company believes to
have been reasonable at the time such information, if any, was provided to the
applicable Investor. 

            5.       
Representations and Warranties of the Investors. Each of the Investors
hereby severally, and not jointly, represents and warrants to the Company
that:

                   5.1       
Organization and Existence. If such Investor is a corporation, limited
partnership or limited liability company, it is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or
organization and has all requisite corporate, partnership or limited liability
company power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder. 

                   5.2       
Authorization. The execution, delivery and performance by such Investor
of the Transaction Documents to which such Investor is a party have been duly
authorized and each will constitute the legal, valid and binding obligation of
such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability, relating to or affecting creditors’ rights generally. 

-10- 




            5.3       
Consents. All consents, approvals, orders and authorizations required on
the part of such Investor in connection with the execution, delivery or
performance of each Transaction Document and the consummation of the
transactions contemplated hereby and thereby have been obtained and are
effective as of the date hereof. 

            5.4       
Purchase Entirely for Own Account. The Securities to be received by such
Investor hereunder will be acquired for such Investor’s own account, not as
nominee, trustee, representative or agent, and not with a view to the resale or
distribution of any part thereof in violation of the 1933 Act, and such Investor
has no present intention of selling, granting any participation in, or otherwise
distributing the same and has no arrangement or understanding with any other
Persons regarding the distribution of such Securities in violation of the 1933
Act or any applicable federal, provincial or state securities law without
prejudice, however, to such Investor’s right at all times to sell or otherwise
dispose of all or any part of such Securities in compliance with applicable
federal, provincial and state securities laws. Such Investor is acquiring
the Securities hereunder in the ordinary course of its business. Nothing
contained herein shall be deemed a representation or warranty by such Investor
to hold the Securities for any period of time. Such Investor is not a
broker-dealer registered with the SEC under the 1934 Act or an entity engaged in
a business that would require it to be so registered. 

            5.5       
Investment Experience. Such Investor acknowledges that it can bear the
economic risk and complete loss of its investment in the Securities and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment contemplated hereby. 

             5.6       
Disclosure of Information. Such Investor has had an opportunity to
receive all information related to the Company requested by it and to ask
questions of and receive answers from the Company regarding the Company, its
business and the terms and conditions of the offering of the Securities. Such
Investor acknowledges receipt of copies of the SEC Filings. Neither such
inquiries nor any other due diligence investigation conducted by such Investor
shall modify, limit or otherwise affect such Investor’s right to rely on the
Company’s representations and warranties contained in this Agreement. 

            5.7       
Restricted Securities. Such Investor understands that the Securities are
characterized as “restricted securities” under the U.S. federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the 1933 Act only in
certain limited circumstances. 

            5.8       
Legends. It is understood that, except as provided below, certificates
evidencing the Securities and any record of a book entry or electronic issuance
evidencing the Securities may bear the following or any similar legend:

                                      (a)       
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS
(I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES
ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL TO THE TRANSFEROR, THE SUBSTANCE OF WHICH OPINION SHALL BE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT.”

-11- 




                                     
(b)        If required by the authorities of
any state in connection with the issuance of sale of the Securities, the legend
required by such state authority, including the legend set forth in Schedule
IV hereto. 

                  
5.9        Accredited Investor. (i) In
the case of a non-Canadian Investor, such Investor is an accredited investor as
defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act, or (ii)
in the case of a Canadian investor, has completed, executed and delivered to the
Company the form attached hereto as Schedule IV. Such Investor was not
organized for the specific purpose of acquiring the Securities and is not
required to be registered as a broker-dealer under Section 15 of the Exchange
Act. Each Canadian Investor shall complete, execute and deliver to the Company
the form attached hereto as Schedule IV. 

                  
5.10      No General Solicitation. Such Investor
did not learn of the investment in the Securities as a result of any general
solicitation or general advertising. 

                  
5.11      Brokers and Finders. No Person will
have, as a result of the transactions contemplated by the Transaction Documents,
any valid right, interest or claim against or upon the Company, any Subsidiary
or an Investor for any commission, fee or other compensation pursuant to any
agreement, arrangement or understanding entered into by or on behalf of such
Investor. 

                  
5.12      Prohibited Transactions. Since the
such time as such Investor was first contacted by the Company or any other
Person acting on behalf of the Company regarding the transactions contemplated
hereby through the public announcement of the Transaction, neither such Investor
nor any Affiliate of such Investor which (a) had knowledge of the transactions
contemplated hereby, (b) has or shares discretion relating to such Investor’s
investments or trading or information concerning such Investor’s investments,
including in respect of the Securities, or (c) is subject to such Investor’s
review or input concerning such Affiliate’s investments or trading
(collectively, “Trading Affiliates”) has, directly or indirectly,
effected or agreed to effect, or will directly or indirectly effect, any short
sale, whether or not against the box, established any “put equivalent position”
(as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common
Shares, granted any other right (including, without limitation, any put or call
option) with respect to the Common Shares or with respect to any security that
includes, relates to or derived any significant part of its value from the
Common Shares or otherwise sought to hedge its position in the Securities (each,
a “Prohibited Transaction”). Such Investor acknowledges that the
representations, warranties and covenants contained in this Section 5.12
are being made for the benefit of the Investors as well as the Company and that
each of the other Investors shall have an independent right to assert any claims
against such Investor arising out of any breach or violation of the provisions
of this Section 5.12. 

            The
Company acknowledges and agrees that each Investor has not made any
representations or warranties with respect to the transactions contemplated by
the Transaction Documents other than those specifically set forth in this
Section 5 and, in the case of each Canadian investor, Schedule IV
hereto. 

-12- 




    
6.        Conditions to Closings. 

                  
6.1        Conditions to the Investors’
Obligations. The obligation of each Investor to purchase the Shares is
subject to the fulfillment to such Investor’s satisfaction, on or prior to the
Closing Date, of the following conditions, any of which may be waived by such
Investor (as to itself only):

                                       
(a)        The representations and warranties
made by the Company in Section 4 hereof qualified as to materiality shall
be true and correct at all times prior to and on the applicable Closing Date as
so qualified, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty
shall be true and correct as of such earlier date as so qualified, and, the
representations and warranties made by the Company in Section 4 hereof
not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any
such representation or warranty expressly speaks as of an earlier date, in which
case such representation or warranty shall be true and correct in all material
respects as of such earlier date. The Company shall have performed in all
material respects all obligations and covenants herein required to be performed
by it on or prior to the Closing Date. 

                                       
(b)        The Company shall have obtained
any and all consents, permits, approvals, registrations and waivers necessary or
appropriate for consummation of the purchase and sale of the Securities and the
consummation of the other transactions contemplated by the Transaction
Documents, all of which shall be in full force and effect. 

                                       
(c)        The Company shall have filed with
Nasdaq a Notification Form: Listing of Additional Shares for the listing of the
Shares on Nasdaq. 

                                       
(d)        No judgment, writ, order,
injunction, award or decree of or by any court, or judge, justice or magistrate,
including any bankruptcy court or judge, or any order of or by any governmental
authority, shall have been issued, and no action or proceeding shall have been
instituted by any governmental authority, enjoining or preventing the
consummation of the transactions contemplated hereby or in the other Transaction
Documents. 

                                       
(e)        The Company shall have delivered a
certificate, executed on behalf of the Company by its Chief Executive Officer or
its Chief Financial Officer, dated as of the applicable Closing Date, certifying
to the fulfillment of the conditions specified in subsections (a),
(b) and (d) of this Section 6.1. 

                                       
(f)        The Company shall have delivered a
certificate, executed on behalf of the Company by its Secretary, dated as of the
Closing Date, certifying the resolutions adopted by the Board of Directors of
the Company or any duly authorized committee thereof approving the transactions
contemplated by this Agreement and the other Transaction Documents and the
issuance of the Securities, certifying the current versions of the Articles of
Amalgamation and Bylaws and certifying as to the signatures and authority of
persons signing the Transaction Documents and related documents on behalf of the
Company.

                                        
(g)        No stop order or suspension of
trading shall have been imposed by Nasdaq, the SEC or any other governmental or
regulatory body with respect to public trading in the Common Shares. 

                   6.2       
Conditions to Obligations of the Company. The Company’s obligation to (i)
sell and issue the Shares is subject to the fulfillment to the satisfaction of
the Company on or prior to the Closing Date of the following conditions, any of
which may be waived by the Company: 

-13- 




                                 (a)       
The representations and warranties made by the Investors in Section 5
hereof and, in the case of Canadian Investors, Schedule IV hereto,
other than the representations and warranties contained in Sections 5.4,
5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 (the
“Investment Representations”), shall be true and correct in all material
respects when made, and shall be true and correct in all material respects on
the applicable Closing Date with the same force and effect as if they had been
made on and as of said date. The Investment Representations shall be true and
correct in all respects when made, and shall be true and correct in all respects
on the applicable Closing Date with the same force and effect as if they had
been made on and as of said date. The Investors shall have performed in all
material respects all obligations and covenants herein required to be performed
by them on or prior to the applicable Closing Date. 

                                 (b)       
The Investors shall have delivered the Purchase Price to the Company. 

                   6.3       
Termination of Obligations to Effect Closing; Effects. 

                                 (a)       
The obligations of the Company, on the one hand, and the Investors, on the other
hand, to effect the Closing shall terminate as follows:

                                               (i)       
Upon the mutual written consent of the Company and the Investors;

                                               (ii)       
By the Company if any of the conditions set forth in Section 6.2 shall
have become incapable of fulfillment, and shall not have been waived by the
Company;

                                               (iii)       
By an Investor (with respect to itself only) if any of the conditions set forth
in Section 6.1 shall have become incapable of fulfillment, and shall not have
been waived by the Investor; or

                                               (iv)       
By either the Company or any Investor (with respect to itself only) the Closing
has not occurred on or prior to ________, 2019;

provided, however, that, except in the case of
clause (i) above, the party seeking to terminate its obligation to effect
the Closing shall not then be in breach of any of its representations,
warranties, covenants or agreements contained in this Agreement or the other
Transaction Documents if such breach has resulted in the circumstances giving
rise to such party’s seeking to terminate its obligation to effect the
applicable Closing. 

                                 (b)       
In the event of termination by the Company or any Investor of its obligations to
effect the Closing pursuant to this Section 6.3, written notice thereof
shall forthwith be given to the other Investors by the Company and the other
Investors shall have the right to terminate their obligations to effect the
Closing upon written notice to the Company and the other Investors. Nothing in
this Section 6.3 shall be deemed to release any party from any liability
for any breach by such party of the terms and provisions of this Agreement or
the other Transaction Documents or to impair the right of any party to compel
specific performance by any other party of its obligations under this Agreement
or the other Transaction Documents. 

            7.       
Covenants and Agreements. 

                   7.1       
Reports. The Company will furnish to the Investors and/or their assignees
such information relating to the Company and its Subsidiaries as from time to
time may reasonably be requested by the Investors and/or their assignees; provided,
however, that the Company shall not disclose material nonpublic information to
the Investors, or to advisors to or representatives of the Investors, in
connection with the transactions contemplated by this Agreement unless prior to
disclosure of such information the Company identifies such information as being
material nonpublic information and provides the Investors, such advisors and
representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review and any Investor wishing to obtain such
information enters into an appropriate confidentiality agreement with the
Company with respect thereto. 

-14- 




                   7.2       
No Conflicting Agreements. The Company will not take any action, enter
into any agreement or make any commitment that would conflict or interfere in
any material respect with the Company’s obligations to the Investors under the
Transaction Documents. 

                   7.3       
Insurance. The Company shall not materially reduce the insurance
coverages described in Section 4.19. 

                   7.4       
Compliance with Laws. The Company will comply in all material respects
with all applicable laws, rules, regulations, orders and decrees of all
governmental authorities. 

                   7.5       
Listing of Shares and Related Matters. Promptly following the date
hereof, the Company shall take all necessary action to cause the Shares to be
listed on Nasdaq no later than the Closing Date. Further, if the Company applies
to have its Common Shares or other securities traded on any other principal
stock exchange or market, it shall include in such application the Shares and
will take such other action as is necessary to cause such Common Shares to be so
listed. The Company will use commercially reasonable efforts to continue the
listing and trading of its Common Shares on Nasdaq and, in accordance,
therewith, will use commercially reasonable efforts to comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or
rules of such market or exchange, as applicable. 

                   7.6       
Piggy-Back Registrations. If at any time during the one year period
following the date hereof there is not an effective registration statement
registering the resale of all of the Shares and the Company shall determine to
prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the 1933 Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the 1933 Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Investor written notice of
such determination and, if within five calendar days after receipt of such
notice, any such Investor shall so request in writing, the Company shall include
in such registration statement all or any part of such Shares such Investor
requests to be registered, subject to customary underwriter cutbacks applicable
to all holders of registration rights and subject to the applicable terms of
such registration rights. 

                   7.7       
Termination of Covenants. The provisions of Sections 7.2 through
7.6 shall terminate and be of no further force and effect on the earlier
of (i) the sale or disposition of any Securities by an Investor pursuant to Rule
144 or pursuant to any other exemption under the 1933 Act such that the
purchaser acquires freely tradable securities or (ii) any Securities of the
Investor becoming eligible to be sold without restriction pursuant to Rule 144.

-15- 




                   7.8        Removal of Legends. Upon the earlier of (i) the sale or disposition of
any Securities by an Investor pursuant to Rule 144 or pursuant to any other
exemption under the 1933 Act such that the purchaser acquires freely tradable
securities or (ii) any Securities of the Investor becoming eligible to be sold
without restriction pursuant to Rule 144, upon the written request of such
Investor, subject to any applicable Canadian Securities Laws, the Company
shall or, in the case of Common Shares, shall cause the transfer agent for the
Common Shares (the “Transfer Agent”) to issue replacement certificates
representing such Securities or updated or replacement records of book entries
or electronic issuances evidencing such Securities. From and after the earlier
of such dates, upon an Investor’s written request, the Company shall promptly
cause certificates or records of book-entries or electronic issuances evidencing
the Investor’s Securities to be replaced with certificates or records of
book-entries or electronic issuances, respectively, which do not bear such
restrictive legends. In addition, upon the Shares becoming eligible to be sold
without restriction pursuant to Rule 144, the Company shall (1) deliver to the
Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a
certificate or a record of book entry or electronic issuance representing Common
Shares without legends upon receipt by such Transfer Agent of the legended
certificates or the appropriate ownership records of book-entry or
electronically issued Common Shares bearing legends, as applicable, for such
Common Shares, together with either (A) a customary representation by the
Investor that Rule 144 applies to the Common Shares represented thereby or (B) a
statement by the Investor that such Investor has sold the Common Shares
represented thereby in accordance with the Plan of Distribution contained in the
Registration Statement, and (2) cause its counsel to deliver to the Transfer
Agent one or more blanket opinions to the effect that the removal of such
legends in such circumstances may be effected under the 1933 Act. When the
Company is required to cause an unlegended certificate to replace a previously
issued legended certificate or an unlegended record of book-entry or electronic
issuance to replace a previously issued legended record of book-entry or
electronic issuance, if: (x) the unlegended certificate or unlegended record of
book-entry or electronic issuance is not delivered to an Investor within three
(3) Business Days of submission by that Investor of a legended certificate or
appropriate ownership records of book-entry or electronically issued Common
Shares bearing legends, as applicable, and supporting documentation to the
Transfer Agent as provided above and (y) prior to the time such unlegended
certificate or unlegended record of book-entry or electronic issuance is
received by the Investor after such three (3) Business Day period, the Investor,
or any third party on behalf of such Investor or for the Investor’s account,
purchases (in an open market transaction or otherwise) Common Shares to deliver
in satisfaction of a sale by the Investor of Common Shares represented by such
certificate or record of book-entry or electronic issuance (a “Buy-In”),
then the Company shall pay in cash to the Investor (for costs incurred either
directly by such Investor or on behalf of a third party) the amount by which the
total purchase price paid for Common Shares as a result of the Buy-In (including
brokerage commissions, if any) exceeds the proceeds received by such Investor as
a result of the sale to which such Buy-In relates. The Investor shall provide
the Company written notice together with a reasonably detailed summary
indicating the amounts payable to the Investor in respect of the Buy-In.

                   7.9       Subsequent Equity Sales. The Company shall not, and shall use its
commercially reasonable efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in
respect of any security (as defined in Section 2 of the 1933 Act) that will be
integrated with the offer or sale of the Securities in a manner that would
require the registration under the 1933 Act of the sale of the Securities to the
Investors, or that will be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any trading market such that it
would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such
subsequent transaction. 

                   7.10     
Equal Treatment of Investors. No consideration shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision
of any of the Transaction Documents unless the same consideration is also
offered to all of the parties to the Transaction Documents. For clarification
purposes, this provision constitutes a separate right granted to each Investor
by the Company and negotiated separately by each Investor, and is intended for
the Company to treat the Investors as a class and shall not in any way be
construed as the Investors acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.

-16- 




            8.       
Indemnification. 

                  
8.1        Indemnification. The
Company agrees to indemnify and hold harmless each Investor and its Affiliates
and their respective directors, officers, trustees, members, managers, employees
and agents, and their respective successors and assigns, from and against any
and all losses, claims, damages, liabilities and expenses (including, without
limitation, reasonable attorney fees and disbursements (subject to Section
8.2 below) and other expenses incurred in connection with investigating,
preparing or defending any action, claim or proceeding, pending or threatened
and the costs of enforcement thereof) (collectively, “Losses”) to which
such Person may become subject as a result of any breach of any representation,
warranty, covenant or agreement made by or to be performed on the part of the
Company under the Transaction Documents, and will reimburse any such Person for
all such amounts as they are incurred by such Person. 

                   
8.2 Conduct of Indemnification Proceedings. Any person
entitled to indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided that
any person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (a)
the indemnifying party has agreed to pay such fees or expenses, (b) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a
conflict of interest exists between such person and the indemnifying party with
respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such person); and
provided, further, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations hereunder, except to the extent that such failure to give notice
shall materially adversely affect the indemnifying party in the defense of any
such claim or litigation. It is understood that the indemnifying party shall
not, in connection with any proceeding in the same jurisdiction, be liable for
fees or expenses of more than one separate firm of attorneys at any time for all
such indemnified parties. No indemnifying party will, except with the consent of
the indemnified party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. The Company will not be liable
to any indemnified party under this Agreement (x) for any settlement by such
indemnified party effected without the Company’s prior written consent, which
shall not be unreasonably withheld, conditioned or delayed, or (y) for any
Losses incurred by such indemnified party which a court of competent
jurisdiction determines in a final judgment which is not subject to further
appeal are solely attributable to (A) a breach of any of the representations,
warranties, covenants or agreements made by such indemnified party under this
Agreement or in any other Transaction Document or (B) the fraud, gross
negligence or willful misconduct of such indemnified party. 

            9.       
Miscellaneous. 

                   9.1       
Successors and Assigns. This Agreement may not be assigned by a party
hereto without the prior written consent of the Company or the Investors, as
applicable, provided, however, that an Investor may assign its rights and
delegate its duties hereunder in whole or in part to an Affiliate or to a third
party acquiring some or all of its Securities in a transaction complying with
applicable securities laws without the prior written consent of the Company or
the other Investors. The provisions of this Agreement shall inure to the benefit
of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the generality of the
foregoing, in the event that the Company is a party to a merger, amalgamation,
consolidation, share exchange or similar business combination transaction in
which the Common Shares is converted into the equity securities of another
Person, from and after the effective time of such transaction, such Person
shall, by virtue of such transaction, be deemed to have assumed the obligations
of the Company hereunder, the term “Company” shall be deemed to refer to such
Person and the term “Common Shares” shall be deemed to refer to the securities
received by the Investors in connection with such transaction. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. 

-17- 




                   9.2       
Counterparts; Faxes. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also
be executed via facsimile, which shall be deemed an original. 

                   9.3       
Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement. 

                   9.4       
Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given as hereinafter described (i) if given by personal delivery, then such
notice shall be deemed given upon such delivery, (ii) if given by electronic
mail, telex or telecopier, then such notice shall be deemed given upon receipt
of confirmation of complete transmittal, (iii) if given by mail, then such
notice shall be deemed given upon the earlier of (a) receipt of such notice by
the recipient or (b) three days after such notice is deposited in first class
mail, postage prepaid, and (iv) if given by an internationally recognized
overnight air courier, then such notice shall be deemed given one Business Day
after delivery to such carrier. All notices shall be addressed to the party to
be notified at the address as follows, or at such other address as such party
may designate by ten days’ advance written notice to the other party:

If to the Company:

Sphere 3D Corp. 
4542 Ruffner St,
Suite 250
San Diego, California
92111
Attention:        Kurt Kalbfleisch,
Chief Financial
Officer
Fax:                   
(858) 495-4267

If to the Investors:

to the addresses set forth on the
signature pages hereto. 

                   9.5       
Expenses. The parties hereto shall pay their own costs and expenses in
connection herewith, regardless of whether the transactions contemplated hereby
are consummated. In the event that legal proceedings are commenced by any party
to this Agreement against another party to this Agreement in connection with
this Agreement or the other Transaction Documents, the party or parties which do
not prevail in such proceedings shall severally, but not jointly, pay their pro
rata share of the reasonable attorneys’ fees and other reasonable out-of-pocket
costs and expenses incurred by the prevailing party in such proceedings. 

-18- 




                   9.6       
Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Investors representing a majority of the
Shares issued pursuant to this Agreement. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Securities purchased under this Agreement at the time outstanding, each future
holder of all such Securities, and the Company. 

                   9.7       
Publicity. Except as set forth below, no public release or announcement
concerning the transactions contemplated hereby shall be issued by the Company
or the Investors without the prior consent of the Company (in the case of a
release or announcement by the Investors) or the Investors (in the case of a
release or announcement by the Company) (which consents shall not be
unreasonably withheld), except as such release or announcement may be required
by law or the applicable rules or regulations of any securities exchange or
securities market, in which case the Company or the Investors, as the case may
be, shall allow the Investors or the Company, as applicable, to the extent
reasonably practicable in the circumstances, reasonable time to comment on the
portion of such release or announcement concerning the transactions contemplated
hereby in advance of such issuance. The Company will make such filings and
notices in the manner and time required by the OSC (or any other Canadian
securities regulatory authority), the SEC or Nasdaq. The Company will disclose
the consummation of the transactions contemplated by this Agreement no later
than its next quarterly earnings release issued after the consummation of the
transactions contemplated by this Agreement.

                   9.8       
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof but shall be interpreted as if it were written so as
to be enforceable to the maximum extent permitted by applicable law, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereby waive any provision of law which
renders any provision hereof prohibited or unenforceable in any respect. 

                   9.9       
Entire Agreement. This Agreement, including the Exhibits and the
Schedules, and the other Transaction Documents constitute the entire agreement
among the parties hereof with respect to the subject matter hereof and thereof
and supersede all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof and thereof. 

                  
9.10      Further Assurances. The parties shall
execute and deliver all such further instruments and documents and take all such
other actions as may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillment of the agreements herein
contained. 

                  
9.11      Governing Law; Consent to Jurisdiction;
Waiver of Jury Trial. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York applicable to
agreements made and to be performed entirely within the State of New York
(except to the extent the provisions of the Business Corporations Act (Ontario)
would be mandatorily applicable to the issuance of the Shares. Each of the
parties hereto irrevocably submits to the exclusive jurisdiction of the courts
of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby. Service of process in
connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and
to the laying of venue in such court. Each party hereto irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER
APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 

-19- 




                   9.12     
Independent Nature of Investors’ Obligations and Rights. The obligations
of each Investor under any Transaction Document are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in
any way for the performance of the obligations of any other Investor under any
Transaction Document. The decision of each Investor to purchase Securities
pursuant to the Transaction Documents has been made by such Investor
independently of any other Investor. Nothing contained herein or in any
Transaction Document, and no action taken by any Investor pursuant thereto,
shall be deemed to constitute the Investors as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Documents. Each
Investor acknowledges that no other Investor has acted as agent for such
Investor in connection with making its investment hereunder and that no Investor
will be acting as agent of such Investor in connection with monitoring its
investment in the Securities or enforcing its rights under the Transaction
Documents. Each Investor shall be entitled to independently protect and enforce
its rights, including, without limitation, the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be
necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose. Each Investor has been represented by its own
separate legal counsel in their review and negotiation of the Transaction
Documents. The Company acknowledges that each of the Investors has been provided
with the same Transaction Documents for the purpose of closing a transaction
with multiple Investors and not because it was required or requested to do so by
any Investor. 

[Signature page follows]

-20- 




                  
IN WITNESS WHEREOF, the parties have executed this Agreement or caused their
duly authorized officers to execute this Agreement as of the date first above
written. 

	The Company: 	SPHERE 3D CORP. 
	  	  
	  	  
	  	  
	  	By: _________________________ 
	  	Name: Peter Tassiopolos 
	  	Title: Chief Executive Officer








	The Investors: 	_______________________________________________________
	 	 
	  	By:
      ____________________________________________________
	  	Name: 
	  	Title: 
	Address for Notice: 	  
	 	_______________________________________________________
	 	_______________________________________________________
	  	_______________________________________________________
	 	 
	  	Phone:
      _________________________________________________
	 	 
	  	Email:__________________________________________________
	 	 
	Investor Aggregate Purchase Price: 	US$
      ___________________________________________________






Schedule I

Purchase and Sale of Shares


	Name 	Number of Shares 	Aggregate Purchase Price 
	  	 	
      US$

       








Schedule II

Material Contracts

As set forth in the Company’s SEC Filings 




Schedule III

n/a 




Schedule IV

Special Conditions for Canadian Investors

This Schedule IV, including Annex IV-1 annexed
hereto, are to be completed and executed by any Investor who is a Canadian
Investor, being an Investor resident in or otherwise subject to the securities
laws of a jurisdiction of Canada. This Schedule IV, including Annex
IV-1 annexed hereto, forms part of the Purchase Agreement to which it is
attached (the “Agreement”) and the Investor is otherwise subject to the
terms and conditions specified in such Agreement. Terms not otherwise defined
herein have the meanings attributed to them in the Agreement. 

1.        
 Acknowledgments of the Investor The Investor acknowledges that:

            (a)       
AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE INVESTOR MAY LOSE
ITS ENTIRE INVESTMENT;

            (b)
The Company may complete additional financings in the future in order to develop
the business of the Company and fund its ongoing development, and such future
financings may have a dilutive effect on current securityholders of the Company,
including the Investor;

            (c)        The
offer, sale and issuance of the Securities is exempt from the prospectus
requirements of Canadian Securities Laws and, as a result: (i) the Investor may
not receive information that would otherwise be required under Canadian
Securities Laws or be contained in a prospectus prepared in accordance with
Canadian Securities Laws, (ii) the Investor is restricted from using most of the
protections, rights and remedies available under Canadian Securities Laws,
including statutory rights of rescission or damages , and (iii) the Company is
relieved from certain obligations that would otherwise apply under Canadian
Securities Laws;

            (d)        No
prospectus has been filed with any Regulator in connection with the Transaction
and no Regulator has made any finding or determination as to the merit for
investment in, or made any recommendation or endorsement with respect to, the
Securities. As used in this Schedule, “Regulator” means (i) any
governmental or public entity department, court, commission, board, bureau,
agency or instrumentality, (ii) any quasi-governmental, self-regulatory or
private body exercising any regulatory authority and (iii) any stock
exchange;

            (e)        The
Company is required to file a report of trade with all applicable Regulators
containing personal information about Investors of the Securities. This report
of trade will include the full name, residential address and telephone number of
each Investor, the number and type of Securities purchased, the total purchase
price paid for such Securities, the date of the Closings and the prospectus
exemption relied upon under Canadian Securities Laws to complete such purchase.
In Ontario, this information is collected indirectly by the OSC (or any other
Canadian securities regulatory authority) under the authority granted to it
under, and for the purposes of the administration and enforcement of, the
securities legislation in Ontario. Any Investor may contact the Administrative
Support Clerk at the OSC (or any other Canadian securities regulatory authority)
at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8 or by
telephone at (416) 593-3684 for more information regarding the indirect
collection of such information by the OSC (or any other Canadian securities
regulatory authority). The Company may also be required pursuant to Canadian
Securities Laws to file this Agreement on SEDAR. By completing this Agreement,
the Investor authorizes the indirect collection of the information described in
this Section 1(e) by all applicable Regulators and consents to the disclosure
of such information to the public through (i) the filing of a
report of trade with all applicable Regulators and (ii) the filing of this
Agreement on SEDAR. 




            (f)        The
Securities are being offered on a “private placement” basis and will be subject
to resale restrictions under Canadian Securities Laws, and the Company may make
a notation on its records or give instructions to any transfer agent of the
Shares in order to implement such resale restrictions;

            (g)       
The physical certificates representing the Securities (and any replacement
certificate issued prior to the expiration of the applicable hold periods), if
any, will bear a legend in accordance with Canadian Securities Laws in
substantially the following form and, in the event that no physical certificates
are issued, the below constitutes written notice of the legend restriction under
applicable Canadian Securities Laws:

“UNLESS PERMITTED UNDER APPLICABLE
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY
TO OR FOR THE BENEFIT OF A CANADIAN PURCHASER UNTIL THE DATE THAT IS FOUR MONTHS
AND A DAY AFTER _________ 2019.”

2.        
 Representations and Warranties of the Investor

            The
Investor represents and warrants as follows to the Company at the date of this
Agreement and at each Closing Date and acknowledges and confirms that the
Company is relying on such representations and warranties in connection with the
offer, sale and issuance of the Securities to the Investor:

            (a)        THE
INVESTOR HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES, AND IS ABLE
TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS
LOST;

            (b)        The
Investor has not been provided with a prospectus, an offering memorandum or any
other document in connection with its subscription for Securities and the
decision to subscribe for Securities and execute this Agreement has not been
based upon any verbal or written representation made by or on behalf of the
Company or any employee or agent of the Company;

            (c)        The
distribution of the Securities has not been made through, or as a result of, and
is not being accompanied by, (i) a general solicitation, (ii) any advertisement
including articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television , or (iii) any
seminar or meeting whose attendees have been invited by general solicitation or
general advertising;

            (d)        The
Investor is eligible to purchase the Securities pursuant to an exemption from
the prospectus requirements of Canadian Securities Laws. The Investor has
completed and delivered to the Company the Canadian Investor Certificate annexed
to this Schedule IV as Annex IV-1, evidencing the Investor's
status and criteria for reliance on the relevant prospectus exemption under
Canadian Securities Laws and: (i) confirms that it complies with the criteria
for reliance on the prospectus exemption and the truth and accuracy of all
statements made in such certificate as of the date of this Agreement and as of
each Closing Date; (ii) understands that the Company is required to verify that
the Investor satisfies the relevant criteria to qualify for the prospectus
exemption; and (iii) may be required to provide additional information or
documentation to evidence compliance with the prospectus exemption. 




            (e)        The
Investor is resident of a province of territory of Canada, and, where required,
is purchasing the Securities as principal;

            (f)        The
Investor has been independently advised as to and is aware of the resale
restrictions under Canadian Securities Laws with respect to the Securities;

            (g)        The
Investor has obtained such legal and tax advice as it considers appropriate in
connection with the offer, sale and issuance of the Securities and the
execution, delivery and performance by it of this Agreement and the transactions
contemplated by the Transaction Documents. The Investor is not relying on the
Company, its affiliates or its counsel in this regard;

            (h)        None
of the funds that the Investor is using to purchase the Securities are to the
knowledge of the Investor, proceeds obtained or derived, directly or indirectly,
as a result of illegal activities;

            (i)        No
Person has made any oral or written representations to the Investor: (i) that
any Person will resell or repurchase; (ii) that any Person will refund the
purchase price of the Securities; or (iii) as to the future value or price of
any of the Securities;

            (j)        The
funds representing the aggregate Purchase Price advanced by the Investor are not
proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) (the “PCMLTFA”). To the Investor's
knowledge none of the subscription funds to be provided by the Investor (i) have
been or will be derived from or related to any activity that is deemed criminal
under the laws of Canada or any other applicable jurisdiction, or (ii) are being
tendered on behalf of a person or entity (A) with whom the Company would be
prohibited from dealing with under applicable money laundering, terrorist
financing, economic sanctions, criminal or other similar laws or regulations or
(B) who has not been identified to the Investor. The Investor acknowledges that
the Company may in the future be required by law to disclose the Investor's name
and other information relating to this Agreement and the Investor's subscription
hereunder, on a confidential basis pursuant to the PCMLTFA or other laws or
regulations and shall promptly notify the Company if the Investor discovers that
any of the foregoing representations ceases to be true, and to provide the
Company with appropriate information in connection therewith. 

3.         Covenants
of the Investor

            (a)        The
Investor will comply with Canadian Securities Laws concerning the subscription,
purchase, holding and resale of the Securities and will consult with its legal
advisers with respect to complying with resale restrictions under Canadian
Securities Laws with respect to the Securities. Resale restrictions may apply to
resales of the Securities outside of Canada. 

            (b)        The
Investor will execute, deliver, file and otherwise assist the Company in filing
any reports, undertakings and other documents required under Canadian Securities
Laws in connection with the offer, sale and issuance of the Securities.

4.        
Language

            The
Investor confirms its express wish that this Agreement (including all Schedules
and Annexes), the Transaction Documents and all related documents be drafted in
English. L’acquéreur confirme sa volonté expresse que la présente convention
(y compris toutes les annexes et tous les appendices), les « Transaction
Documents » décrits à la présente convention, ainsi que tous les documents et
contrats s'y rapportant directement ou indirectement soient rédigés en anglais.






	The Investor: 	[___________________________] 
	  	  
	  	  
	  	  
	  	By:
      __________________________________________________________
	  	Name: 
	  	Title: 
	  	  
	  	  
	  	  
	  	[Annex IV-1 on next page]







Annex IV-1

Canadian Investor Certificate
(annex to Schedule
IV (Special Conditions for Canadian Investors))


TO:        SPHERE
3D CORP. (THE
“ISSUER”)

	I. 	REPRESENTATIONS AND WARRANTIES 


Reference is made to the Purchase Agreement between, the Issuer
and the undersigned (referred to herein as the “Investor”) dated as of
the date hereof (the “Agreement”). Upon execution of this Canadian
Investor Certificate by the Investor, this Canadian Investor Certificate shall
be incorporated into and form a part of the Agreement with respect to such
Investor. Terms not otherwise defined herein have the meanings attributed to
them in the Agreement (including Schedule IV thereto) and in National Instrument
45-106 – Prospectus and Registration Exemptions (“NI 45-106”). All
monetary references in this Annex IV-1 are in Canadian dollars. 

In connection with the purchase of the Securities by the
Investor, the Investor hereby represents, warrants and certifies to the Issuer
that the Investor:

	 	(i) 	
      is purchasing the Securities as principal;

	 	 	 
	 	(ii) 	
      is resident in or is subject to the laws of the Province
      or Territory of (check one):





	[ ] Alberta 	[ ] Northwest Territories 	[ ] Prince Edward Island 
	 	 	 
	[ ] British Columbia 	[ ] Nova Scotia 	[ ] Quebec 
	 	 	 
	[ ] Manitoba 	[ ] Nunavut 	[ ] Saskatchewan 
	 	 	 
	[ ] Newfoundland and Labrador 	[ ] Ontario 	[ ] Yukon 
	 	 	 
	[ ] New Brunswick 	  	  




	 	(iii) 	
      has not been provided with any offering memorandum in
      connection with the purchase of the Securities; and

	 	 	 
	 	(iv) 	
      is an “accredited investor” (as defined in NI 45-106),
      and falls within the category(ies) of accredited investor (check all
      applicable exemptions):




	 	[ ] 	1. 	a financial institution, 
	 	  	  	  
	 	[ ] 	2. 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada),      

	 	[ ] 	3. 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary, 

	 	[ ] 	4. 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, 

	 	[ ] 	5. 	
      an individual registered under the securities legislation
      of a jurisdiction of Canada as a representative of a person referred to in
      paragraph (d), 

	 	[ ] 	6. 	
      an individual formerly registered under the securities
      legislation of a jurisdiction of Canada, other than an individual formerly
      registered solely as a representative of a limited market dealer under one
      or both of the Securities Act (Ontario) or the
  Securities Act (Newfoundland and Labrador), 









	 	[ ] 	7. 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada, 

	 	[ ] 	8. 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l'île de Montréal or an intermunicipal management board in
      Québec, 

	 	[ ] 	9. 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government, 

	 	[ ] 	10. 	
      a pension fund that is regulated by the Office of the
      Superintendent of Financial Institutions (Canada), a pension commission or
      similar regulatory authority of a jurisdiction of Canada, 

	 	[ ] 	11. 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that, before taxes but net of any related liabilities, exceeds $1,000,000,      

	 			
      [ ] - Please mark to indicate that you have returned
      an executed copy of Form 45-106F9 (attached to this
      Certificate) 

	 	[ ] 	12. 	
      an individual who beneficially owns financial assets
      having an aggregate realizable value that, before taxes but net of any
      related liabilities, exceeds $5,000,000, 

	 	[ ] 	13. 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
    expects to exceed that net income level in the current calendar year,    

	 			
      [ ] - Please mark to indicate that you have returned
      an executed copy of the Risk Acknowledgement Form 45-106F9
      (attached to this Certificate) 

	 	[ ] 	14. 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000, 

	 			
      [ ] - Please mark to indicate that you have returned
      an executed copy of the Risk Acknowledgement Form 45-106F9
      (attached to this Certificate) 

	 	[ ] 	15. 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that has not been created or used solely
      to purchase or hold securities as an accredited investor as defined in
      this paragraph (m), 

	 	[ ] 	16. 	
      an investment fund that distributes or has distributed
      its securities only to 





	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 (Minimum amount investment) of
      NI 45-106, or 2.19 (Additional investment in investment funds) of NI
      45-106, or

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 (Investment fund reinvestment)
      of NI 45-106,




	 	[ ] 	17. 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt, 

	 	[ ] 	18. 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may be,
    








	 	[ ] 	19. 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction,
  

	 	[ ] 	20. 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded, 

	 	[ ] 	21. 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function, 

	 	[ ] 	22. 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors, 

	 	[ ] 	23. 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      

	 	[ ] 	24. 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor, 

	 	[ ] 	25. 	
      a trust established by an accredited investor for the
      benefit of the accredited investor’s family members of which a majority of
      the trustees are accredited investors and all of the beneficiaries are the
      accredited investor’s spouse, a former spouse of the accredited investor
      or a parent, grandparent, brother, sister, child or grandchild of that
      accredited investor, of that accredited investor’s spouse or of that
      accredited investor’s former spouse. 



AS USED IN THIS ANNEX IV-1, THE FOLLOWING TERMS HAVE THE
FOLLOWING MEANINGS:

"control person" means

in Ontario, Alberta, Newfoundland and Labrador, Nova Scotia and
Saskatchewan:

	 	(a) 	
      a person or company who holds a sufficient number of the
      voting rights attached to all outstanding voting securities of an issuer
      to affect materially the control of the issuer, and, if a person or
      company holds more than 20 per cent of the voting rights attached to all
      outstanding voting securities of an issuer, the person or company is
      deemed, in the absence of evidence to the contrary, to hold a sufficient
      number of the voting rights to affect materially the control of the
      issuer, or

	 	 	 
	 	(b) 	
      each person or company in a combination of persons or
      companies, acting in concert by virtue of an agreement, arrangement,
      commitment or understanding, which holds in total a sufficient number of
      the voting rights attached to all outstanding voting securities of an
      issuer to affect materially the control of the issuer, and, if a
      combination of persons or companies holds more than 20 per cent of the
      voting rights attached to all outstanding voting securities of an issuer,
      the combination of persons or companies is deemed, in the absence of
      evidence to the contrary, to hold a sufficient number of the voting rights
      to affect materially the control of the issuer;



in British Columbia and New Brunswick: 





	 	(a) 	
      a person who holds a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer, or

	 	 	 
	 	(b) 	
      each person in a combination of persons, acting in
      concert by virtue of an agreement, arrangement, commitment or
      understanding, which holds in total a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer,



and, if a person or combination of
persons holds more than 20% of the voting rights attached to all outstanding
voting securities of an issuer, the person or combination of persons is deemed,
in the absence of evidence to the contrary, to hold a sufficient number of the
voting rights to affect materially the control of the issuer;]

in Prince Edward Island, Northwest Territories, Nunavut and the
Yukon:

	 	(a) 	
      a person who holds a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer, and if a person holds more
      than 20% of the voting rights attached to all outstanding voting
      securities of an issuer, the person is deemed, in the absence of evidence
      to the contrary, to hold a sufficient number of the voting rights to
      affect materially the control of the issuer, or

	 	 	 
	 	(b) 	
      each person in a combination of persons acting in concert
      by virtue of an agreement, arrangement, commitment or understanding, who
      holds in total a sufficient number of the voting rights attached to all
      outstanding voting securities of an issuer to affect materially the
      control of the issuer, and if a combination of persons holds more than 20%
      of the voting rights attached to all outstanding voting securities of an
      issuer, the combination of persons is deemed, in the absence of evidence
      to the contrary, to hold a sufficient number of the voting rights to
      affect materially the control of the issuer;



in Quebec:

	 	(a) 	
      a person that, alone or with other persons acting in
      concert by virtue of an agreement, holds a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer. If the person, alone or with
      other persons acting in concert by virtue of an agreement, holds more than
      20% of those voting rights, the person is presumed to hold a sufficient
      number of the voting rights to affect materially the control of the
      issuer; and



in Manitoba

	 	(a) 	
      a person or company who holds a sufficient number of the
      voting rights attached to all outstanding voting securities of an issuer
      to affect materially the control of the issuer,

	 	 	 
	 	(b) 	
      each person or company, or combination of persons or
      companies acting in concert by virtue of an agreement, arrangement,
      commitment or understanding, that holds in total a sufficient number of
      the voting rights attached to all outstanding voting securities of an
      issuer to affect materially the control of the issuer, or

	 	 	 
	 	(c) 	
      a person or company, or combination of persons or
      companies, that holds more than 20% of the voting rights attached to all
      outstanding voting securities of an issuer, unless there is evidence that
      the holding does not affect materially the control of the
  issuer;







"director" means

	 	(a) 	
      a member of the board of directors of a company or an
      individual who performs similar functions for a company, and

	 	 	 
	 	(b) 	
      with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;



"eligibility adviser" means

	 	(a) 	
      a person that is registered as an investment dealer and
      authorized to give advice with respect to the type of security being
      distributed, and

	 	 	 
	 	(b) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must
  not




	 	(i) 	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officers, founders, or
      control persons (as such term is defined in applicable securities
      legislation), and

	 	 	 
	 	(ii) 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons (as such term
      is defined in applicable securities legislation) within the previous 12
      months;



"executive officer" means, for an issuer, an individual
who is

	 	(a) 	
      a chair, vice-chair or president,

	 	 	 
	 	(b) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production, or

	 	 	 
	 	(c) 	
      performing a policy-making function in respect of the
      issuer;



"financial assets" means

	 	(a) 	
      cash,

	 	 	 
	 	(b) 	
      securities, or

	 	 	 
	 	(c) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;



"financial institution" means,

	 	(a) 	
      other than in Ontario,








	 	(i) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,

	 	 	 
	 	(ii) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of Canada; or

	 	 	 
	 	(iii) 	
      a Schedule III bank,




	 	(b) 	
      and in Ontario,

	 	 	 	 
	 		(i) 	
      a bank listed in Schedule I, II or III to the Bank Act
      (Canada);

	 	 	 	 
	 		(ii) 	
      an association to which the Cooperative Credit
      Association Act (Canada) applies or a central cooperative credit
      society for which an order has been made under subsection 473(1) of that
      Act; or

	 	 	 	 
	 		(iii) 	
      a loan corporation, trust company, trust corporation,
      insurance company, treasury branch, credit union, caisse populaire,
      financial services cooperative or credit union league or federation that
      is authorized by a statute of Canada or Ontario to carry on business in
      Canada or Ontario, as the case may be.



"founder" means, in respect of an issuer, a person
who,

	 	(a) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

	 	 	 
	 	(b) 	
      at the time of the distribution or trade is actively
      involved in the business of the issuer;



"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction;

"investment fund" has the same meaning as in National
Instrument 81-106 Investment Fund Continuous Disclosure;

"person" includes

	 	(a) 	
      an individual,

	 	 	 
	 	(b) 	
      a corporation,

	 	 	 
	 	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 
	 	(d) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;







“offering memorandum” means a document, together with
any amendments to that document, purporting to describe the business and affairs
of an issuer that has been prepared primarily for delivery to and review by a
prospective purchaser so as to assist the prospective purchaser to make an
investment decision in respect of securities being sold in a distribution to
which section 53 of the Securities Act (Ontario) would apply but for the
availability of one or more exemptions contained in Ontario securities laws, but
does not include a document setting out current information about an issuer for
the benefit of a prospective purchaser familiar with the issuer through prior
investment or business contacts,

"related liabilities" means

	 	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



"Schedule III bank" means an authorized foreign bank
named in Schedule III of the Bank Act (Canada);

"spouse" means, an individual who,

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada), from
      the other individual,

	 	 	 
	 	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 
	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);



"subsidiary" means an issuer that is controlled
directly or indirectly by another issuer and includes a subsidiary of that
subsidiary. 

Interpretation

In this Annex IV-1, a person (first person) is considered to
control another person (second person) if

	 	(a) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless that
      first person holds the voting securities only to secure an
    obligation,

	 	 	 
	 	(b) 	
      the second person is a partnership, other than a limited
      partnership, and the first person holds more than 50% of the interests of
      the partnership, or

	 	 	 
	 	(c) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.







Certified at ________________________this,
____________________________. 

	______________________________________________________________________	By:
      ______________________________________________________________________
	Witness 	Name: 
	  	Title: 






Form 45-106F9
Form for Individual Accredited
Investors



	WARNING! 
This investment is risky. Don’t invest
      unless you can afford to lose all the money you pay for this
      
investment. 





	SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING
      SECURITYHOLDER 
	1. About your
      investment 
	

	Type of securities: Common Shares 	Issuer: 
	Purchased from: Sphere 3D Corp. 	  
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE
      INVESTOR 
	2. Risk acknowledgement 	  




	This investment is risky. Initial that you understand that:
    
	Your 
initials 
	Risk of loss – You could lose your entire investment of:
      
	

	Liquidity risk – You may not be able to sell your
      investment quickly – or at all. 	  
	Lack of information – You may receive little or no
      information about your investment. 	  
	Lack of advice – You will not receive advice from the
      salesperson about whether this investment is suitable for you unless the
      salesperson is registered. The salesperson is the person who meets with,
      or provides information to, you about making this investment. To check
      whether the salesperson is registered, go to www.aretheyregistered.ca. 	  
	3. Accredited investor status 	   
	You must meet at least one of the following criteria to
      be able to make this investment. Initial the statement that applies to
      you. (You may initial more than one statement). The person identified in
      section 6 is responsible for ensuring that you meet the definition of
      accredited investor. That person, or the salesperson identified in section
      5, can help you if you have questions about whether you meet these
      criteria. 	Your 
initials 
	•           
      Your net income before taxes was more than C$200,000 in each of the 2 most
      recent calendar years, and you expect it to be more than C$200,000 in the
      current calendar year.
      
             
      (You can find your net income before taxes on your personal income tax
      return.) 	  
	  	Your 
initials 
	•           
      Your net income before taxes combined with your spouse’s was more than
      C$300,000 in each of the 2 most recent calendar years, and you expect your
      combined net income
      
             
      before taxes to be more than C$300,000 in the current calendar year. 	  
	•           
      Either alone or with your spouse, you own more than C$1 million in cash
      and securities, after subtracting any debt related to the cash and
      securities. 	  
	•           
      Either alone or with your spouse, you have net assets worth more than C$5
      million. (Your net assets are your total assets (including real estate)
      minus your total debt.) 	  




	4. Your name and your signature 
	By signing this form, you confirm that you have read this form
      and you understand the risks of making this investment as identified in
      this form. 
	First and last name (please print):










	Signature: 	Date: 




	SECTION 5 TO BE COMPLETED BY THE SALESPERSON 
	5. Salesperson information 
	 
    
	 
    
	 
    
	First and last name of salesperson (please print):
  




	Telephone: 	Email: 




	Name of firm (if registered): 
	SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING
      SECURITY 
	6. For more information about this investment, contact:    
	Sphere 3D Corp. 
	 
    
	         For more information about
      prospectus exemptions, contact your local securities regulator. 
	         You can find contact
      information at www.securities-administrators.ca.