PURCHASE AGREEMENTPurchase Agreement • July 15th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • New York
THIS PURCHASE AGREEMENT ("Agreement") is made as of July [ ], 2021 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").
COMMON STOCK PURCHASE WARRANT (for Non-U.S. Persons under Regulation S) SPHERE 3D CORP.Sphere 3D Corp • July 15th, 2021 • Services-computer processing & data preparation
THIS COMMON STOCK 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 the Company's shareholder approve the issuance of this Warrant and the Warrant Shares issuable upon exercise thereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on the third anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Sphere 3D Corp., an Ontario, Canada corporation (the "Company"), up to 1,000,000 shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • July 15th, 2021 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware
SECURITY AGREEMENT dated July 6, 2021 (this "Agreement"), between Gryphon Machine Co 1, LLC, a Delaware limited liability company, whose address is 5953 Mabel Rd, Unit 138, Las Vegas, NV, 89110 ("Debtor"), Gryphon Digital Mining Inc., a Delaware limited liability company whose address is 5953 Mabel Rd, Unit 138, Las Vegas, NV, 89110 ("Gryphon") and Sphere 3D Corp., a Corporation formed under the laws of the Province of Ontario, whose address 895 Don Mills Road Bldg. 2, Suite 900 Toronto, Ontario Canada M3C 1W3 ("Secured Party").
