SECURITY AND PLEDGE AGREEMENT (Stock, Membership Interests, Partnership Interests) Dated as of November 13, 2018 From SPHERE 3D CORP., as Debtor To FBC HOLDINGS S.À R.L., as PledgeePledge Agreement • November 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario
THIS SECURITY AND PLEDGE AGREEMENT (Stock, Membership Interests, Partnership Interests) (this “Pledge Agreement”), is made as of November 13, 2018 by and among SPHERE 3D CORP., a corporation organized under the laws of Ontario, Canada (the “Debtor”), and FBC HOLDINGS S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg with R.C.S. number B.142.133 (the “Pledgee”).
CONVERSION AND ROYALTY AGREEMENTConversion and Royalty Agreement • November 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware
THIS CONVERSION AND ROYALTY AGREEMENT (“Agreement”) is entered into as of November 13, 2018 by and between SILICON VALLEY TECHNOLOGY PARTNERS, INC., a Delaware corporation (the “Company”), the investor set forth on the signature pages below (the “A-1 Investor”) and, for the purposes of sections 1 and 4 only, SPHERE 3D CORP. a corporation incorporated under the laws of the Province of Ontario (“Sphere”). Capitalized terms used but not defined herein have the meanings given to them in the Debenture (as defined below).
ContractExecution Version • November 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware
This PLEDGE AGREEMENT (this “Agreement”), dated as of November 13, 2018, is made by and among SPHERE 3D CORP., a corporation organized under the laws of Ontario, Canada (“Pledgor”), and Overland Storage, Inc., a California corporation (the “Holder”).
SHARE EXCHANGE AND BUY OUT AGREEMENTShare Exchange and Buy Out Agreement • November 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2018 by and among SPHERE 3D CORP., a corporation incorporated under the laws of the province of Ontario (“Sphere”), FBC HOLDINGS SARL, a société à responsabilité limitée incorporated under the laws of Luxembourg with R.C.S. number B.142.133 (“FBC” or a “Stockholder”), MF VENTURES, LLC, a limited liability company incorporated under the laws of Delaware (“MF”), Silicon Valley Technology Partners, Inc., a Delaware corporation (“SVTP”) and Overland Storage, Inc.. a California corporation (“Overland”).
CONVERSION AGREEMENTConversion Agreement • November 14th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation • Ontario
THIS CONVERSION AGREEMENT (“Agreement”) is entered into as of November 13, 2018, by and between SPHERE 3D CORP., a corporation incorporated under the laws of the Province of Ontario (“Sphere”), and FBC HOLDINGS S.A R.L. a société à responsabilité limitée incorporated under the laws of Luxembourg with R.C.S. number B.142.133 (“FBC”). Capitalized terms used but not defined herein have the meanings given to them in the Debenture (as defined below).
