Sphere 3D Corp.: Exhibit 4.2- Filed by newsfilecorp.com






LOCK-UP AGREEMENT 

_____________, 2018 
Maxim Group LLC 
405 Lexington
Avenue 
New York, NY 10174 

Re: Public Offering of Sphere3D
Corp. 

Ladies and Gentlemen: 

The undersigned, a holder of common
shares, no par value (“Common Shares”), or rights to acquire Common
Shares, of Sphere 3D Corp. (the “Company”), understands that you are the
representative (the “Representative”) of the several underwriters
(collectively, the “Underwriters”) named or to be named in the final form
of Schedule I to the underwriting agreement (the “Underwriting
Agreement”) to be entered into by and among the Underwriters and the
Company, providing for an underwritten offering(the “Offering”) of Common
Shares and Warrants (the “Securities”) pursuant to a registration
statement filed with the U.S. Securities and Exchange Commission (the
“SEC”). Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for them in the Underwriting Agreement. 

In consideration of the Underwriters’
agreement to enter into the Underwriting Agreement and to proceed with the
Offering of the Securities, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby agrees, for the
benefit of the Company, the Representative and the other Underwriters that,
without the prior written consent of the Representative, the undersigned will
not, during the period specified in the following paragraph (the “Lock-Up
Period”), directly or indirectly, unless otherwise provided herein, (a)
offer, sell, agree to offer or sell, solicit offers to purchase, grant any call
option or purchase any put option with respect to, pledge, encumber, assign,
borrow or otherwise dispose of or transfer (each a “Transfer”) any
Relevant Security (as defined below) or otherwise publicly disclose the
intention to do so, or (b) establish or increase any “put equivalent position”
or liquidate or decrease any “call equivalent position” (in each case within the
meaning of Section 16 of the Exchange Act and the rules and regulations
thereunder) with respect to any Relevant Security or otherwise enter into any
swap, derivative or other transaction or arrangement that Transfers to another,
in whole or in part, any economic consequence of ownership of a Relevant
Security, whether or not such transaction is to be settled by the delivery of
Relevant Securities, other securities, cash or other consideration, or otherwise
publicly disclose the intention to do so. As used herein, the term “Relevant
Security” means any share of Common Shares, warrant to purchase Common
Shares or any other security of the Company or any other entity that is
convertible into, or exercisable or exchangeable for, Common Shares or any other
equity security of the Company, in each case owned beneficially or otherwise by
the undersigned on the date of execution of the Underwriting Agreement (the
“Effective Date”). 

The Lock-Up Period will commence on
the Effective Date and continue and include the date that is sixty (60) days
after the Closing Date. 

In addition, the undersigned further
agrees that, without the prior written consent of the Underwriter, during the
Lock-Up Period the undersigned will not: (i) file or participate in the filing
with the SEC of any registration statement or circulate or participate in the
circulation of any preliminary or final prospectus or other disclosure document,
in each case with respect to any proposed offering or sale of a Relevant
Security by any person that, to the knowledge of the undersigned, is subject to
a lock-up agreement in the same form as this agreement, or (ii) exercise
any rights the undersigned may have to require registration with the SEC of any
proposed offering or sale of a Relevant Security. 

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In furtherance of the undersigned’s
  obligations hereunder, the undersigned hereby authorizes the Company during the
  Lock-Up Period to cause any transfer agent for the Relevant Securities to
  decline to transfer, and to note stop transfer restrictions on the stock
  register and other records relating to, Relevant Securities for which the
  undersigned is the record owner and the transfer of which would be a violation
  of this Lock-Up Agreement and, in the case of Relevant Securities for which the
  undersigned is the beneficial but not the record owner, agrees that during the
  Lock-Up Period it will cause the record owner to cause the relevant transfer
  agent to decline to transfer, and to note stop transfer restrictions on the
  stock register and other records relating to, such Relevant Securities to the
extent such transfer would be a violation of this Lock-Up Agreement. 

Notwithstanding the foregoing,
the undersigned may transfer the undersigned’s Relevant Securities:

	 	(i) 	
      as a bona fide gift or gifts or for bona fide
      estate planning purposes,

	 	 	 
	 	(ii) 	
      to any trust for the direct or indirect benefit of the
      undersigned or a member of members of the immediate family of the
      undersigned,

	 	 	 
	 	(iii) 	
      if the undersigned is a corporation, partnership, limited
      liability company, trust or other business entity (1) to another
      corporation, partnership, limited liability company, trust or other
      business entity that is a direct or indirect affiliate (as defined in Rule
      405 under the Securities Act of 1933) of the undersigned, (2) to limited
      partners, limited liability company members or stockholders of the
      undersigned, or (3) in connection with a sale, merger or transfer of all
      or substantially all of the assets of the undersigned or any other change
      of control of the undersigned, not undertaken for the purpose of avoiding
      the restrictions imposed by this Lock-Up Agreement,

	 	 	 
	 	(iv) 	
      if the undersigned is a trust, to the beneficiary of such
      trust,

	 	 	 
	 	(v) 	
      by testate or intestate succession,

	 	 	 
	 	(vi) 	
      by operation of law, such as pursuant to a qualified
      domestic order or in connection with a divorce settlement,

	 	 	 
	 	(vii) 	
      when such transfer is (1) deemed to occur upon the “net”
      or “cashless” exercise of options or (2) solely for the purpose of paying
      the exercise price of such options or for paying income taxes (including
      estimated taxes) due as a result of the exercise of such options or solely
      as a result of the vesting of Common Shares under restricted stock units
      or restricted stock awards, in each case pursuant to employee benefit
      plans in effect as of the date of this Lock-Up Agreement,

	 	 	 
	 	(viii) 	
      pursuant to the Underwriting Agreement, and

	 	 	 
	 	(ix) 	
      pursuant to an existing trading plan pursuant to Rule
      10b5-1 of the Exchange Act.



provided, in the case of clauses (i)-(vi), that (A) such
transfer shall not involve a disposition for value, (B) the transferee agrees in
writing with the Underwriters and the Company to be bound by the terms of this
Lock-Up Agreement, and (C) such transfer would not require any filing under
Section 16(a) of the Exchange Act and no such filing is voluntarily made during
the Lock-Up Period.

Nothing in this Lock-Up Agreement
shall preclude the establishment of a new trading plan pursuant to Rule 10b5-1
of the Exchange Act; provided, that (A) no public report or filing under Section
16(a) of the Exchange Act shall be required during the Lock-Up Period, (B) the
undersigned does not otherwise voluntarily effect any public filing or report
regarding the establishment of such plan during the Lock-Up Period, and (C) no
sales are made during the Lock-Up Period pursuant to such plan.

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Additionally, upon the prior
  written consent of the Representative, such consent not to be unreasonably
  withheld, the undersigned may transfer the undersigned’s Relevant Securities to
  the Company: (i) upon a vesting event of the Company’s securities, or (ii)
  pursuant to arrangements under which the Company has the option to repurchase
  such shares or a right of first refusal with respect to transfers of such shares
  or upon the exercise or conversion of options or warrants to purchase the
  Company’s securities, in each case, on a “cashless” or “net exercise” basis to
  cover tax withholding obligations of the undersigned in connection with such
  vesting or exercise; provided, that, any filing under Section 16(a) of the
  Exchange Act made during the Lock-Up Period shall clearly indicate in the
  footnotes thereto that the filing relates to the circumstances described above.


For purposes of this Lock-Up
Agreement, “immediate family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. 

The undersigned hereby represents and
warrants that the undersigned has full power and authority to enter into this
Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if
the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms.
Upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the successors and assigns of the undersigned from the date of
this Lock-Up Agreement. 

If (i) the Underwriting Agreement
(other than the provisions thereof which survive termination) shall terminate or
be terminated prior to payment for and delivery of the Securities to be sold
thereunder, (ii) the registration statement filed with the SEC with respect to
the Offering is withdrawn, or (iii) the Company notifies the Representative that
it does not intend to proceed with the Offering, the undersigned shall be
released from all obligations under this Lock-Up Agreement. 

The undersigned, whether or not
participating in the Offering, understands that the Underwriters are entering
into the Underwriting Agreement and proceeding with the Offering in reliance
upon this Lock-Up Agreement.

This Lock-Up Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the conflict of laws principles thereof. Delivery of a signed
copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be
effective as the delivery of the original hereof. 

[Signature Follows]

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	Very truly yours, 
	  	 
	  	 
	Signature: 	 
	Name (printed): 
	Title (if applicable): 
	Entity (if applicable):




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