REPRESENTATIVE'S PURCHASE WARRANT SPHERE 3D CORP.Sphere 3D Corp • April 27th, 2021 • Services-computer processing & data preparation • New York
This REPRESENTATIVE'S PURCHASE WARRANT (the "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 referred to above as the Initial Exercise Date (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on [ ], 20262 (the "Termination Date") but not thereafter, to subscribe for and purchase from Sphere 3D Corp., a company organized in Ontario, Canada (the "Company"), up to _______ common shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one Common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARES SPHERE 3D CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
The undersigned, Sphere 3D Corp., a company incorporated under the laws of Ontario, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Sphere 3D Corp., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter") named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the "Representative" and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
