0001213900-26-099276 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 11th, 2026 • Sphere 3D Corp. • Finance services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2026, between Sphere 3D Corp., a corporation incorporated under the laws of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each purchaser, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 11th, 2026 • Sphere 3D Corp. • Finance services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 11, 2026, between Sphere 3D Corp., a corporation incorporated under the laws of Ontario (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Contract
Security Agreement • September 11th, 2026 • Sphere 3D Corp. • Finance services

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.