Sphere 3D Corp.: Exhibit 4.1- Filed by newsfilecorp.com






COMMON SHARE PURCHASE WARRANT 

SPHERE 3D CORP. 
(Subject to the Business
Corporations Act (Ontario))


	Warrant Shares: 	Issuance Date: April ___, 2018




THIS COMMON SHARES PURCHASE
WARRANT (this “Warrant”) certifies that, for value received,
____________or its assigns (the “Holder”) is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the “Initial Exercise Date”) and
on or prior to the earlier of (i) the close of business on the five (5) year
anniversary of the Initial Exercise Date or (ii) subject to applicable notice
requirements pursuant to Section 2(f) herein, the effective date of a
Fundamental Transaction (as such term is defined in Section 2(d) herein) (the
“Termination Date”; provided, however that if such date is not a Trading
Day, the Termination Date shall be the immediately following Trading Day) but
not thereafter, to subscribe for and purchase from Sphere 3D Corp., a
corporation organized under the laws of the Province of Ontario (the
“Company”), up to ____________Common Shares, no par value per share, of
the Company (the “Common Shares”, and, such Common Shares underlying this
Warrant the “Warrant Shares”). The purchase price of one share of Common
Shares under this Warrant shall be equal to the Exercise Price, as defined in
Section 1(b). This Warrant is one of the warrants (collectively, the
“Warrants”) issued pursuant to the Company’s Registration Statement on
Form F-3 (File number 333-206357) (the “Registration Statement”)
to the holders thereof (collectively, the “Holders”). 

Section
1.           Exercise.


(a)           Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may
be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company
of a duly executed facsimile copy (or .pdf copy via e-mail attachment) of
the Notice of Exercise in the form attached hereto as Exhibit A (the
“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and
(ii) the number of Trading Days comprising the Standard Settlement Period (as
defined in Section 1(d)(i) herein) following the date on which a Notice of
Exercise is delivered to the Company, the Holder shall deliver the aggregate
Exercise Price for the Warrant Shares specified in the applicable Notice of
Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 1(c) below is
specified in the applicable Notice of Exercise. No ink-original Notice of
Exercise shall be required, nor shall any medallion guarantee (or other type of
guarantee or notarization) of any Notice of Exercise be required.
Notwithstanding anything herein to the contrary, the Holder shall not be
required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date the
final Notice of Exercise is delivered to the Company. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the number of
Warrant Shares purchasable hereunder by an amount equal to the number of Warrant
Shares so purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The
Company shall deliver any objection to any Notice of Exercise within one (1)
Business Day of receipt of such notice. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.





(b)           Exercise
Price. The exercise price per share of Common Shares under this Warrant
shall be $____________, subject to adjustment as provided herein (the “Exercise
Price”). 


(c)           Cashless
Exercise. If, at the time of exercise hereof, there is no effective
registration statement registering, or the prospectus contained therein is not
available for, the issuance of the Warrant Shares to the Holder, then this
Warrant may also be exercised, in whole or in part, at such time by means of a
“cashless exercise” in which the Holder shall be entitled to receive a number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where: 

	 	(A) 	
      as applicable: (i) the VWAP on the Trading Day
      immediately preceding the date of the applicable Notice of Exercise if
      such Notice of Exercise is (1) both executed and delivered pursuant to
      Section 1(a) hereof on a day that is not a Trading Day or (2) both
      executed and delivered pursuant to Section 1(a) hereof on a Trading Day
      prior to the opening of “regular trading hours” (as defined in Rule
      600(b)(64) of Regulation NMS promulgated under the federal securities
      laws) on such Trading Day, (ii) at the option of the Holder, either (y)
      the VWAP on the Trading Day immediately preceding the date of the
      applicable Notice of Exercise or (z) the Bid Price of the Common Shares on
      the principal Trading Market as reported by Bloomberg L.P. as of the time
      of the Holder’s execution of the applicable Notice of Exercise if such
      Notice of Exercise is executed during “regular trading hours” on a Trading
      Day and is delivered within two (2) hours thereafter (including until two
      (2) hours after the close of “regular trading hours” on a Trading Day)
      pursuant to Section 1(a) hereof or (iii) the VWAP on the date of the
      applicable Notice of Exercise if the date of such Notice of Exercise is a
      Trading Day and such Notice of Exercise is both executed and delivered
      pursuant to Section 1(a) hereof after the close of “regular trading hours”
      on such Trading Day;

	 	 	 
	 	(B) 	
      = the Exercise Price of this Warrant, as adjusted
      hereunder; and

	 	 	 
	 	(X) 	
      = the number of Warrant Shares that would be issuable
      upon exercise of this Warrant in accordance with the terms of this Warrant
      if such exercise were by means of a cash exercise rather than a cashless
      exercise.



If Warrant Shares are issued in such a cashless exercise, the
parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act of 1933, amended (the “Securities Act”), the Warrant Shares shall
take on the registered characteristics of the Warrants being exercised. The
Company agrees not to take any position contrary to this Section 1(c). 

“Affiliate” means any Person that, directly or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with a Person, as such terms are used in and construed
under Rule 405 under the Securities Act. 

“Bid Price” means, at any time, the price determined by
the first of the following clauses that applies: (a) if the Common Shares is
then listed on the Principal Market, the bid price of the Common Shares reported
at such time on the Principal Market, (b) if the Common Shares is not listed on
the Principal Market but is quoted on OTCQB or OTCQX, the most recent bid price
per share of the Common Shares reported at such time on OTCQB or OTCQX, as
applicable, (c) if the Common Shares is not then listed or quoted for trading on
the Principal Market or the OTCQB or OTCQX, and if prices for the Common Shares
are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or
a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Shares so reported at
such time by such organization, or (d) in all other cases, the fair market value
of a share of Common Shares as determined by an independent appraiser selected
in good faith by Holders of Warrants that are exercisable into a number of Warrant Shares that
represents a majority in interest of the number of Warrant Shares into which all
of the Warrants then outstanding are exercisable, and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company “Principal Market” means the Nasdaq Capital Market. 






“Subscription Date” means the date of execution of the
underwriting agreement by and between the Company and Maxim Group LLC. 

“Trading Day” means a day on which the Common Shares is
traded on a Trading Market.

“Trading Market” means any of the following markets or
exchanges on which the Common Shares is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC
Bulletin Board (or any successors to any of the foregoing). 

“Transfer Agent” means TSX Trust Company, the current
transfer agent of the Company, with a mailing address of Suite 301 – 100
Adelaide Street West, Toronto, Ontario, M5H 4H1, and any successor transfer
agent of the Company. 

“VWAP” means, for any date, the price determined by the
first of the following clauses that applies: (a) if the Common Shares is then
listed on the Principal Market, the daily volume weighted average price of the
Common Shares for such date (or the nearest preceding date) on the Principal
Market as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares is
not listed on the Principal Market but is quoted on OTCQB or OTCQX, the volume
weighted average price of the Common Shares for such date (or the nearest
preceding date) on OTCQB or OTCQX as applicable, as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New
York City time)), (c) if the Common Shares is not then listed or quoted for
trading on the Principal Market or the OTCQB or OTCQX, and if prices for the
Common Shares are then reported in the “Pink Sheets” published by OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per Common Share so reported, or
(d) in all other cases, the fair market value of a Common Share as determined by
an independent appraiser selected in good faith by Holders of Warrants that are
exercisable into a number of Warrant Shares that represents a majority in
interest of the number of Warrant Shares into which all of the Warrants then
outstanding are exercisable, and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company. 

Notwithstanding anything herein to the contrary, subject to the
limitations set forth in Section 1(e), on the Termination Date, this Warrant
shall be automatically exercised via cashless exercise pursuant to this Section
1(c) if the applicable VWAP is greater than the Exercise Price. 

(d)           Mechanics
of Exercise. 

(i)           Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares
purchased hereunder to be transmitted by the Transfer Agent to the Holder by
crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system
(“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the
Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this
Warrant is eligible for and is being exercised via cashless exercise, and
otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of
Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is (i) the later of (A) two (2) Trading Days
after the delivery to the Company of the Notice of Exercise and (B) one (1)
Trading Day after delivery of the aggregate Exercise Price to the Company or
(ii) if the Standard Settlement Period at the time of such purchase is greater
or less than two (2) Trading Days, the number of Trading Days comprising the
Standard Settlement Period after the delivery to the Company of the Notice of
Exercise and, in the case of a cash exercise, the aggregate Exercise Price (such
date, the “Warrant Share Delivery Date”). Subject to the applicable
requirements of the Business Corporations Act (Ontario), upon delivery of the
Notice of Exercise, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the
Warrant Shares provided that payment of the aggregate Exercise Price (other than
in the case of a cashless exercise) is received within the earlier of (i) two
Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period following delivery of the Notice of Exercise; provided, that,
if the aggregate Exercise Price is not received within such period, the Holder
shall be deemed to have become the holder of record of such Warrant Shares on
the date on which the aggregate Exercise Price is received by the Company. If
the Company fails for any reason to deliver to the Holder the Warrant Shares to
which the Holder is entitled on or before the Warrant Share Delivery Date, the
Company shall pay to the Holder, in cash, as liquidated damages and not as a
penalty, for each $1,000 of Warrant Shares subject to such exercise (based on
the VWAP of the Common Shares on the date of the applicable Notice of Exercise),
$5.00 per Trading Day for each of the first three Trading Days after such
Warrant Share Delivery Date and $10.00 per Trading Day for each day thereafter
until such Warrant Shares are delivered or Holder rescinds such exercise. The
Company agrees to maintain a transfer agent that is a participant in the FAST
program so long as this Warrant remains outstanding and exercisable. As used
herein, “Standard Settlement Period” means, with respect to a Notice of
Exercise, the standard settlement period, expressed in a number of Trading Days,
on the Principal Market or, if the Common Shares are not then listed on the
Principal Market, on such other trading market or quotation system on which the
Common Shares are then listed or quoted, as of the date of delivery of the
Notice of Exercise. 




(ii)           Delivery
  of New Warrants Upon Exercise. If this Warrant shall have been exercised in
  part, the Company shall, at the request of a Holder and upon surrender of this
  Warrant, on or before the second (2nd) Business Day following receipt
  by the Company of this Warrant, deliver to the Holder a new Warrant evidencing
  the rights of the Holder to purchase the remaining Warrant Shares into which
  this Warrant is exercisable, which new Warrant shall in all other respects be
identical with this Warrant. 

(iii)           Rescission
Rights. If, following an exercise of this Warrant, the Transfer Agent fails
to transmit to the Holder the Warrant Shares issuable pursuant to Section
1(d)(i) by the Warrant Share Delivery Date, the Holder will have the right to
rescind such exercise by delivery of written notice of rescission to the
Company. 

(iv)           Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In
addition to any other rights available to the Holder, if the Transfer Agent
fails to transmit to the Holder the Warrant Shares in accordance with the
provisions of Section 1(d)(i) above pursuant to an exercise on or before the
Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the
Holder’s brokerage firm otherwise purchases, Common Shares to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased exceeds (y) the amount obtained by multiplying (1)
the number of Warrant Shares that the Company was required to deliver to the
Holder in connection with the exercise at issue times (2) the price at which the
sell order giving rise to such purchase obligation was executed, and (B) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder the number of
Common Shares that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Shares having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of Common Shares with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (A)
of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of
the Company, evidence of the amount of such loss. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver Common
Shares upon exercise of the Warrant as required pursuant to the terms hereof.
The obligation of the Company to pay compensation for Buy-In under this Section
1(d)(iv) is subject to delivery by the Holder of the aggregate Exercise Price in
accordance with the terms of Section 1(a). 




(v)           No
  Fractional Shares or Scrip. No fractional shares or scrip representing
  fractional shares shall be issued upon the exercise of this Warrant. As to any
  fraction of a share which the Holder would otherwise be entitled to purchase
  upon such exercise, the Company shall, at its election, either pay a cash
  adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share. 

(vi)           Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge
to the Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such Warrant Shares, all of which taxes and expenses
shall be paid by the Company, and such Warrant Shares shall be issued in the
name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event that Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto as Exhibit B duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic
delivery of the Warrant Shares. 

(vii)           Closing
of Books. The Company will not close its stockholder books or records in any
manner which prevents the timely exercise of this Warrant, pursuant to the terms
hereof. 


(e)           Holder’s
Exercise Limitations. The Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 1 or otherwise, to the extent that after giving
effect to such issuance after exercise as set forth on the applicable Notice of
Exercise, the Holder (together with the Holder’s Affiliates, and any other
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind
(“Persons”) acting as a group together with the Holder or any of the
Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and
Attribution Parties shall include the number of Common Shares issuable upon
exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of Common Shares which would be issuable upon (i)
exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Common
Shares Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 1(e), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Company is
not representing to the Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and that the Holder is solely responsible for
any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 1(e) applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates and Attribution Parties) and of which
portion of this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the
Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and
Attribution Parties) and of which portion of this Warrant is exercisable, in
each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination and
shall have no liability for exercises of this Warrant that are not in compliance
with the Beneficial Ownership Limitation (other than to the extent that
information on the number of outstanding Common Shares of the Company is
provided by the Company and relied upon by the Holder). In addition, a
determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder and the Company shall have no obligation to
verify or confirm the accuracy of such determination and shall have no liability
for exercises of this Warrant that are not in compliance with the Beneficial
Ownership Limitation. For purposes of this Section 1(e), in determining the
number of outstanding Common Shares, a Holder may rely on the number of
outstanding Common Shares as reflected in (A) the Company’s most recent periodic
or annual report filed with the Securities and Exchange Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more
recent written notice by the Company or the Transfer Agent setting forth the
number of Common Shares outstanding. Upon the written or oral request of a
Holder, the Company shall within one Trading Day confirm orally and in writing
to the Holder the number of Common Shares then outstanding. In any case, the
number of outstanding Common Shares shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of
which such number of outstanding Common Shares was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of Common Shares
outstanding immediately after giving effect to the issuance of Common Shares
issuable upon exercise of this Warrant. The Holder, upon written notice to the
Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 1(e), provided that the Beneficial Ownership Limitation in no
event exceeds 9.99% of the number of Common Shares outstanding immediately after
giving effect to the issuance of the Common Shares upon exercise of this Warrant
held by the Holder and the provisions of this Section 1(e) shall continue to
apply. Any such increase in the Beneficial Ownership Limitation will not be
effective until the 61st day after such notice is delivered to the
Company. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 1(e)
to correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give
effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant. 





Section
2.           Certain
Adjustments. 

(a)           Stock
Dividends and Splits. If the Company, at any time while this Warrant is
outstanding: (i) pays a stock dividend or otherwise makes a distribution or
distributions on its Common Shares or any other equity or equity equivalent
securities payable in Common Shares (which, for avoidance of doubt, shall not
include any Common Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Common Shares into a larger number of shares, (iii)
combines (including by way of reverse stock split) outstanding Common Shares
into a smaller number of shares, or (iv) issues by reclassification of the
Common Shares any shares in the capital of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of Common Shares (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number
of Common Shares outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged,
subject to the limitation on fractional shares in Section 1(d)(v). Any
adjustment made pursuant to this Section 2(a) shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.



(b)           Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 2(a)
above, if at any time the Company grants, issues or sells any Common Shares
Equivalents or rights to purchase shares, warrants, securities or other property
pro rata to all of the record holders of Common Shares (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of Common Shares
acquirable upon complete exercise of this Warrant (without regard to any
limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is
taken, the date as of which the record holders of Common Shares are to be
determined for the grant, issue or sale of such Purchase Rights (provided,
however, to the extent that the Holder’s right to participate in any such
Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such
Purchase Right to such extent (or beneficial ownership of such Common Shares as
a result of such Purchase Right to such extent) and such Purchase Right to such
extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).

(c)           Pro
Rata Distributions. Beginning on the Subscription Date and during such time
as this Warrant is outstanding, if the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Shares, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, shares or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (other than dividends or distributions subject to Section
2(a)) (a “Distribution”), at any time after the Subscription Date, then,
in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of Common Shares acquirable upon complete
exercise of this Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of Common Shares are to
be determined for the participation in such Distribution (provided,
however, to the extent that the Holder's right to participate in any such
Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such
Distribution to such extent) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation). 




(d)           Fundamental
  Transaction. If, at any time while this Warrant is outstanding, and other
  than any transaction conducted primarily for capital-raising purposes, (i) the
  Company, directly or indirectly, in one or more related transactions effects any
  merger or consolidation of the Company with or into another Person, (ii) the
  Company, directly or indirectly, effects any sale, lease, license, assignment,
  transfer, conveyance or other disposition of all or substantially all of its
  assets in one or a series of related transactions, (iii) any, direct or
  indirect, purchase offer, tender offer or exchange offer (whether by the Company
  or another Person) is completed pursuant to which holders of Common Shares are
  permitted to sell, tender or exchange their shares for other securities, cash or
  property and has been accepted by the holders of 50% or more of the outstanding
  Common Shares, (iv) the Company, directly or indirectly, in one or more related
  transactions effects any reclassification, reorganization or recapitalization of
  the Common Shares or any compulsory stock exchange pursuant to which the Common
  Shares are effectively converted into or exchanged for other securities, cash or
  property, or (v) the Company, directly or indirectly, in one or more related
  transactions consummates a stock or share purchase agreement or other business
  combination (including, without limitation, a reorganization, recapitalization,
  spin-off or scheme of arrangement) with another Person or group of Persons
  whereby such other Person or group acquires more than 50% of the outstanding
  Common Shares (not including any Common Shares held by the other Person or other
  Persons making or party to, or associated or affiliated with the other Persons
  making or party to, such stock or share purchase agreement or other business
  combination) (each a “Fundamental Transaction”), then the Company shall
  provide notice to each Holder in accordance with Section 2(f). If and only if
  (x) such notice is duly given in accordance with Section 2(f) herein, and (y)
  the Company is not the surviving corporation in the Fundamental Transaction,
  then the Termination Date shall be the effective date of such Fundamental
  Transaction. For the avoidance of doubt, a transaction conducted in connection
  with the Company's contemplated sale of Overland Storage, Inc. as contemplated
  in the Preliminary Proxy Statement filed by the Company on April 10, 2018, shall
not be deemed a “Fundamental Transaction” as defined herein.

If such notice is not duly given
in accordance with Section 2(f) or if the Company is the surviving corporation
in the Fundamental Transaction, then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that
would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 1(e) on the exercise of this Warrant), the number of
common shares of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of Common Shares for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to
any limitation in Section 1(e) on the exercise of this Warrant). For purposes of
any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Shares in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Shares are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under
this Warrant and the other Transaction Documents in accordance with the
provisions of this Section 2(d) pursuant to customary written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable conditions or
delay) prior to such Fundamental Transaction and shall, at the option of the
Holder, deliver to the Holder in exchange for this Warrant a security of the
Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the Common Shares acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such capital stock (but taking into account the
relative value of the Common Shares pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital
stock and such exercise price being for the purpose of protecting the economic
value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the
Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to the
Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Warrant and the
other Transaction Documents with the same effect as if such Successor Entity had
been named as the Company herein. 





(e)           Calculations.
All calculations under this Section 2 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 2,
the number of Common Shares deemed to be issued and outstanding as of a given
date shall be the sum of the number of Common Shares issued and outstanding.


(f)           Notice
to Holder. 

(i)           Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any
provision of this Section 2, the Company shall promptly deliver to the Holder by
facsimile or email a notice setting forth the Exercise Price after such
adjustment and any resulting adjustment to the number of Warrant Shares and
setting forth a brief statement of the facts requiring such adjustment. 

(ii)           Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or
any other distribution in whatever form) on the Common Shares, (B) the Company
shall declare a special nonrecurring cash dividend on or a redemption of the
Common Shares, (C) the Company shall authorize the granting to all holders of
the Common Shares rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the Company seeks to conduct a
Fundamental Transaction, or (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be delivered by
facsimile or email to the Holder at its last facsimile number or email address
as it shall appear upon the Warrant Register of the Company, at least ten (10)
Trading Days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common
Shares of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or stock exchange is
expected to become effective or close, and the date as of which it is expected
that holders of the Common Shares of record shall be entitled to exchange their
Common Shares for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or stock exchange;
provided that the failure to deliver such notice or any defect therein or in the
delivery thereof shall not affect the validity of the corporate action required to be specified in
such notice. To the extent that any notice provided by the Company in accordance
with this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of its Subsidiaries, the Company shall file a
Current Report on Form 8-K within one (1) Trading Day disclosing such
information. The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the
event triggering such notice except as may otherwise be expressly set forth
herein. 

(iii)           Voluntary
  Adjustments by the Company. The Company may at any time during the term of
  this Warrant reduce the then current Exercise Price to any amount and for any
  period of time deemed appropriate by the Board of Directors of Company with the
  prior written consent of the holders of a majority in interest of the Warrants
  based on the initial number of Warrants issued pursuant to the Registration
Statement. 





Section
3.           Transfer
of Warrant. 

(a)           Transferability.
This Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer;
provided that any transfer to or for the benefit of a person that is not a U.S.
person shall be subject to compliance with applicable securities laws. Upon such
surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company
unless the Holder has assigned this Warrant in full, in which case, the Holder
shall surrender this Warrant to the Company within three (3) Trading Days of the
date the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may
be exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued. 

(b)           New
Warrants. This Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to
compliance with Section 3(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice. All Warrants issued on transfers or exchanges shall
be dated the Issuance Date of this Warrant and shall be identical with this
Warrant except as to the number of Warrant Shares issuable pursuant thereto.


(c)           Warrant
Register. The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose in accordance with the Business
Corporations Act (Ontario) (the “Warrant Register”), in the name of the
record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary. 





Section
4.          
Miscellaneous. 

(a)           No
Rights as Stockholder Until Exercise. This Warrant does not entitle the
Holder to any voting rights, dividends or other rights as a stockholder of the
Company prior to the exercise hereof as set forth in Section 1(d)(i), except as
expressly set forth in Section 2. 

(b)           Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

(c)           Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a
Business Day, then, such action may be taken or such right may be exercised on
the next succeeding Business Day. For purposes of this Warrant, “Business
Day” means any day other than a Saturday, Sunday or other day on which
commercial banks located in New York City are permitted or required to close for
business. 

(d)           Authorized
Shares. The Company covenants that, during the period this Warrant is
outstanding, it will reserve a sufficient number of Common Shares to provide for
the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of issuing the necessary Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of any trading market upon which the Common Shares may be listed or
quoted. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon
exercise of the purchase rights represented by this Warrant and payment for such
Warrant Shares in accordance herewith, be duly authorized, validly issued, fully
paid and nonassessable and free from all taxes, liens and charges created by the
Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue). 

Except and to the extent as
waived or consented to by the Holder, the Company shall not by any action,
including, without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not
increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take
all such action as may be necessary in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of
this Warrant and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its
obligations under this Warrant. 

(e)           Consents.
Before taking any action which would result in an adjustment in the number of
Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof. 




(f)           Jurisdiction.
All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Warrant (whether brought against a party
hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other
manner permitted by law. If either party shall commence an action, suit or
proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their
reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding. 

(g)          
Restrictions. The Holder acknowledges that if the Warrant Shares acquired
upon the exercise of this Warrant are not registered under the Registration
Statement or another effective registration statement, and the Holder does not
utilize cashless exercise, the Warrant Shares will have restrictions upon resale
imposed by state and federal securities laws. 

(h)          
Nonwaiver and Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies.
Without limiting any other provision of this Warrant, if the Company willfully
and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such
amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder. 

(i)           Notices.
Any notices (including any Notice of Exercise), consents, waivers or other
document or communications required or permitted to be given or delivered under
the terms of this Warrant must be in writing and will be deemed to have been
delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); (iii) when
sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not
receive an automatically generated message from the recipient’s e-mail server
that such e-mail could not be delivered to such recipient) and (iv) if sent by
overnight courier service, one (1) Business Day after timely deposit with an
overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same, provided, that if any such
notice is delivered on a day that is not a Business Day, or after 5:00 p.m., New
York time, on a Business Day, such notice shall be deemed delivered on the
immediately following Business Day. The addresses, facsimile numbers and e-mail
addresses for such communications shall be: 
 




If to the Company:



	 	Sphere 3D Inc. 	 
	 	240 Matheson Blvd E. 
	 	Mississauga, Ontario, L4Z 1X1 
	 	E-mail: 	Peter.Tassiopoulos@sphere3d.com 
	 	Facsimile: 	(905) - 282 - 9966
	 	Attention: 	Peter Tassiopoulos 
	 	  	 
	 	With a copy (for information purposes only) to:
    
	 	  	 
	 	Pryor Cashman LLP 
	 	7 Times Square 	 
	 	New York, New York 10036 
	 	E-mail: 	Ali.Panjwani@PRYORCASHMAN.com 
	 	Facsimile: 	(212) 326-0806 
	 	Attention: 	M. Ali Panjwani 


If to a Holder, to its address,
facsimile number or e-mail address set forth herein or on the books and records
of the Company. 

Or, in each of the above
instances, to such other address, facsimile number or e-mail address and/or to
the attention of such other person as the recipient party has specified by
written notice given to each other party at least five (5) days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine
containing the time, date and recipient facsimile number or (C) provided by an
overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail
transmission containing the time, date and recipient e mail address shall be
rebuttable evidence of receipt by e-mail in accordance with clause (iii)
above.

(j)           Limitation
of Liability. No provision hereof, in the absence of any affirmative action
by the Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to
any liability of the Holder for the purchase price of any Common Shares or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company. 

(k)           Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees to waive and not to assert the
defense in any action for specific performance that a remedy at law would be
adequate. 

(l)           Successors
and Assigns. Subject to applicable securities laws, this Warrant shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The provisions of this Warrant are intended to be for the
benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares. 

(m)           Amendment.
Any term, covenant, agreement or condition in this Warrant may be amended, or
compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by a written instrument
executed by the Company and the holders holding Common Share Purchase Warrants
originally issued as of the date hereof and exercisable for at least a majority
of the Warrant Shares (in the aggregate) issuable upon the exercise of all
Common Share Purchase Warrants held by all holders (the “Majority
Holders”), and any such amendment or waiver so agreed upon by the Company
and Majority Holders shall apply to all holders on an equitable basis; provided
that to the extent that any amendment or waiver of this Warrant
disproportionately and adversely affects a holder, such amendment or waiver
shall also require the written consent of such holder so disproportionately and
adversely affected. The Company shall provide the Holder with prompt written
notice of any amendment to this Warrant pursuant to this Section 4(m),
including in reasonable detail a description of such amendment and the reason
therefor. 




(n)           Severability.
  If any term, provision, covenant or restriction of this Warrant is held by a
  court of competent jurisdiction to be invalid, illegal, void or unenforceable,
  the remainder of the terms, provisions, covenants and restrictions set forth
  herein shall remain in full force and effect and shall in no way be affected,
  impaired or invalidated, and the parties hereto shall use their commercially
  reasonable best efforts to find and employ an alternative means to achieve the
  same or substantially the same result as that contemplated by such term,
  provision, covenant or restriction. It is hereby stipulated and declared to be
  the intention of the parties that they would have executed the remaining terms,
  provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable. 

(o)          
Headings. The headings used herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof. 

(Signature Page Follows) 




IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized
as of the date first above indicated. 


	SPHERE 3D CORP. 
	  	 
	  	 
	  	 
	By: 	 
		Name: 
		Title:








EXHIBIT A 

NOTICE OF EXERCISE 

	TO: 	Sphere 3D Corp. 


(1)           The
undersigned hereby elects to purchase ______Warrant Shares from Sphere 3D Corp.
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any. 

(2)           Payment
shall take the form of (check applicable box): 

[  ] in lawful money of the United
States; or 

[  ] if permitted, the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula
set forth in subsection 1(c), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 1(c). 

(3)           Please
issue said Warrant Shares in the name of the undersigned or in such other name
as is specified below: 

____________________________

	The Warrant Shares shall be delivered by DWAC: 	 	 
	 	 	 
	Brokerage Firm: 	 	 
	 	 	 
	Brokerage Firm Contact Name and 	 	 
	 	 	 
	Phone/Email: 	 	 
	 	 	 
	DTC#: 	 	 


[SIGNATURE OF HOLDER] 

	Name of Investing Entity: 	
	  	 
	Signature of Authorized Signatory of
      Investing Entity: 	
	  	 
	Name of Authorized Signatory: 	
	  	 
	Title of Authorized Signatory: 	
	  	 
	Date: 	 






EXHIBIT B 

ASSIGNMENT FORM 

(To assign the Warrant, execute this form and supply
required information. Do not use this form to purchase shares.) 

FOR VALUE RECEIVED, the attached Warrant and all rights
evidenced thereby are hereby assigned to 

	Name: 	 
		 (Please Print) 
	Address: 	 
	 	 
	                                                                 	 (Please Print) 
	 	 
	Phone Number: 	 
	 	 
	Email Address: 	 
	 	 
	Dated: 	 
	 	 
	Holder’s Signature: 	 
	 	 
	Holder’s Address: