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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/27/14 Sphere 3D Corp 40FR12G 86:8.3M Newsfile Corp/FA |
Document/Exhibit Description Pages Size
1: 40FR12G Registration of Securities of a Canadian Issuer -- HTML 79K
SEA'34 §12(g)
2: EX-99.1 Miscellaneous Exhibit -- exhibit99-1 HTML 408K
11: EX-99.10 Miscellaneous Exhibit -- exhibit99-10 HTML 25K
12: EX-99.11 Miscellaneous Exhibit -- exhibit99-11 HTML 25K
13: EX-99.12 Miscellaneous Exhibit -- exhibit99-12 HTML 25K
14: EX-99.13 Miscellaneous Exhibit -- exhibit99-13 HTML 22K
15: EX-99.14 Miscellaneous Exhibit -- exhibit99-14 HTML 204K
16: EX-99.15 Miscellaneous Exhibit -- exhibit99-15 HTML 77K
17: EX-99.16 Miscellaneous Exhibit -- exhibit99-16 HTML 26K
18: EX-99.17 Miscellaneous Exhibit -- exhibit99-17 HTML 26K
19: EX-99.18 Miscellaneous Exhibit -- exhibit99-18 HTML 29K
20: EX-99.19 Miscellaneous Exhibit -- exhibit99-19 HTML 24K
3: EX-99.2 Miscellaneous Exhibit -- exhibit99-2 HTML 174K
21: EX-99.20 Miscellaneous Exhibit -- exhibit99-20 HTML 24K
22: EX-99.21 Miscellaneous Exhibit -- exhibit99-21 HTML 84K
23: EX-99.22 Miscellaneous Exhibit -- exhibit99-22 HTML 29K
24: EX-99.23 Miscellaneous Exhibit -- exhibit99-23 HTML 50K
25: EX-99.24 Miscellaneous Exhibit -- exhibit99-24 HTML 229K
26: EX-99.25 Miscellaneous Exhibit -- exhibit99-25 HTML 95K
27: EX-99.26 Miscellaneous Exhibit -- exhibit99-26 HTML 27K
28: EX-99.27 Miscellaneous Exhibit -- exhibit99-27 HTML 322K
29: EX-99.28 Miscellaneous Exhibit -- exhibit99-28 HTML 19K
30: EX-99.29 Miscellaneous Exhibit -- exhibit99-29 HTML 23K
4: EX-99.3 Miscellaneous Exhibit -- exhibit99-3 HTML 341K
31: EX-99.30 Miscellaneous Exhibit -- exhibit99-30 HTML 26K
32: EX-99.31 Miscellaneous Exhibit -- exhibit99-31 HTML 23K
33: EX-99.32 Miscellaneous Exhibit -- exhibit99-32 HTML 22K
34: EX-99.33 Miscellaneous Exhibit -- exhibit99-33 HTML 25K
35: EX-99.34 Miscellaneous Exhibit -- exhibit99-34 HTML 25K
36: EX-99.35 Miscellaneous Exhibit -- exhibit99-35 HTML 23K
37: EX-99.36 Miscellaneous Exhibit -- exhibit99-36 HTML 39K
38: EX-99.37 Miscellaneous Exhibit -- exhibit99-37 HTML 34K
39: EX-99.38 Miscellaneous Exhibit -- exhibit99-38 HTML 25K
40: EX-99.39 Miscellaneous Exhibit -- exhibit99-39 HTML 308K
5: EX-99.4 Miscellaneous Exhibit -- exhibit99-4 HTML 136K
41: EX-99.40 Miscellaneous Exhibit -- exhibit99-40 HTML 208K
42: EX-99.41 Miscellaneous Exhibit -- exhibit99-41 HTML 123K
43: EX-99.42 Miscellaneous Exhibit -- exhibit99-42 HTML 137K
44: EX-99.43 Miscellaneous Exhibit -- exhibit99-43 HTML 125K
45: EX-99.44 Miscellaneous Exhibit -- exhibit99-44 HTML 292K
46: EX-99.45 Miscellaneous Exhibit -- exhibit99-45 HTML 95K
47: EX-99.46 Miscellaneous Exhibit -- exhibit99-46 HTML 22K
48: EX-99.47 Miscellaneous Exhibit -- exhibit99-47 HTML 30K
49: EX-99.48 Miscellaneous Exhibit -- exhibit99-48 HTML 24K
50: EX-99.49 Miscellaneous Exhibit -- exhibit99-49 HTML 24K
6: EX-99.5 Miscellaneous Exhibit -- exhibit99-5 HTML 212K
51: EX-99.50 Miscellaneous Exhibit -- exhibit99-50 HTML 41K
52: EX-99.51 Miscellaneous Exhibit -- exhibit99-51 HTML 26K
53: EX-99.52 Miscellaneous Exhibit -- exhibit99-52 HTML 23K
54: EX-99.53 Miscellaneous Exhibit -- exhibit99-53 HTML 23K
55: EX-99.54 Miscellaneous Exhibit -- exhibit99-54 HTML 30K
56: EX-99.55 Miscellaneous Exhibit -- exhibit99-55 HTML 24K
57: EX-99.56 Miscellaneous Exhibit -- exhibit99-56 HTML 26K
58: EX-99.57 Miscellaneous Exhibit -- exhibit99-57 HTML 27K
59: EX-99.58 Miscellaneous Exhibit -- exhibit99-58 HTML 43K
60: EX-99.59 Miscellaneous Exhibit -- exhibit99-59 HTML 287K
7: EX-99.6 Miscellaneous Exhibit -- exhibit99-6 HTML 53K
61: EX-99.60 Miscellaneous Exhibit -- exhibit99-60 HTML 182K
62: EX-99.61 Miscellaneous Exhibit -- exhibit99-61 HTML 24K
63: EX-99.62 Miscellaneous Exhibit -- exhibit99-62 HTML 30K
64: EX-99.63 Miscellaneous Exhibit -- exhibit99-63 HTML 35K
65: EX-99.64 Miscellaneous Exhibit -- exhibit99-64 HTML 26K
66: EX-99.65 Miscellaneous Exhibit -- exhibit99-65 HTML 26K
67: EX-99.66 Miscellaneous Exhibit -- exhibit99-66 HTML 272K
68: EX-99.67 Miscellaneous Exhibit -- exhibit99-67 HTML 19K
69: EX-99.68 Miscellaneous Exhibit -- exhibit99-68 HTML 26K
70: EX-99.69 Miscellaneous Exhibit -- exhibit99-69 HTML 40K
8: EX-99.7 Miscellaneous Exhibit -- exhibit99-7 HTML 27K
71: EX-99.70 Miscellaneous Exhibit -- exhibit99-70 HTML 45K
72: EX-99.71 Miscellaneous Exhibit -- exhibit99-71 HTML 469K
73: EX-99.72 Miscellaneous Exhibit -- exhibit99-72 HTML 319K
74: EX-99.73 Miscellaneous Exhibit -- exhibit99-73 HTML 57K
75: EX-99.74 Miscellaneous Exhibit -- exhibit99-74 HTML 24K
76: EX-99.75 Miscellaneous Exhibit -- exhibit99-75 HTML 27K
77: EX-99.76 Miscellaneous Exhibit -- exhibit99-76 HTML 22K
78: EX-99.77 Miscellaneous Exhibit -- exhibit99-77 HTML 170K
79: EX-99.78 Miscellaneous Exhibit -- exhibit99-78 HTML 134K
80: EX-99.79 Miscellaneous Exhibit -- exhibit99-79 HTML 343K
9: EX-99.8 Miscellaneous Exhibit -- exhibit99-8 HTML 26K
81: EX-99.80 Miscellaneous Exhibit -- exhibit99-80 HTML 243K
82: EX-99.81 Miscellaneous Exhibit -- exhibit99-81 HTML 346K
83: EX-99.82 Miscellaneous Exhibit -- exhibit99-82 HTML 337K
84: EX-99.83 Miscellaneous Exhibit -- exhibit99-83 HTML 26K
85: EX-99.84 Miscellaneous Exhibit -- exhibit99-84 HTML 21K
86: EX-99.85 Miscellaneous Exhibit -- exhibit99-85 HTML 25K
10: EX-99.9 Miscellaneous Exhibit -- exhibit99-9 HTML 22K
| Sphere 3D Corporation: Exhibit 99.21 - Filed by newsfilecorp.com |
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Mario Biasini
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 1,146,429 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 2 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 3 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Mario Biasini”
Name: Mario Biasini
“Eric L. Kelly”
ERIC L. KELLY
- 4 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Mario Biasini ITF Vanessa Biasini
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 300,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 5 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 6 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Mario Biasini”
Name: Mario Biasini
“Eric L. Kelly”
ERIC L. KELLY
- 7 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Sandra Biasini
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 300,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 8 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 9 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Sandra Biasini”
Name: Sandra Biasini
“Eric L. Kelly”
ERIC L. KELLY
- 10 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Promotion Depot
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 1,000,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 11 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 12 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Mario Biasini”
Name: Promotion Depot
“Eric L. Kelly”
ERIC L. KELLY
- 13 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013 BETWEEN:
Giovanni (John) Morelli
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 1,528,571 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 14 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 15 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Giovanni Morelli”
Name: Givoanni Morelli
“Eric L. Kelly”
ERIC L. KELLY
- 16 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Peter Tassiopoulos
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 100,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 17 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 18 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Peter Tassiopoulos”
Name: Peter Tassiopoulos
“Eric L. Kelly”
ERIC L. KELLY
- 19 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Pamela Shier
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 400,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 20 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 21 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Pamela Shier”
Name: Pamela Shier
“Eric L. Kelly”
ERIC L. KELLY
- 22 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Gus Garisto
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 840,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 23 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 24 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Gus Garisto”
Name: Gus Garisto
“Eric L. Kelly”
ERIC L. KELLY
- 25 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Elizabeth Gargiulo
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 600,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 26 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 27 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Elizabeth Gargiulo”
Name: Elizabeth Gargiulo
“Eric L. Kelly”
ERIC L. KELLY
- 28 -
VOTING AGREEMENT
THIS AGREEMENT is made as of the 15 of July, 2013
BETWEEN:
Paul Di Lucia
(the “Shareholder”)
- and -
ERIC L. KELLY
(“Kelly”)
WHEREAS:
A. On or about the date hereof, (i) Kelly will be appointed as a director and Chairman of Sphere 3D Corporation (the “Corporation”), (ii) the Corporation will enter into a board nomination right agreement whereby Kelly shall have the right (the “Director Representation Right”), so long as Kelly and his affiliates collectively own (or have a right to acquire) 1,850,000 or more of the outstanding common shares in the capital of the Corporation (“Common Shares”), to appoint a nominee (the “Kelly Nominee”) to the board of directors of the Corporation (the “Board”), and (iii) Kelly will be granted options to acquire up to 850,000 Common Shares pursuant to the Corporation’s Stock Option Plan, subject to receipt of all necessary regulatory and shareholder approvals (such shareholder approval being, the “Stock Option Grant Ratification”); and
B. The Shareholder is a significant shareholder of the Corporation, and he/she/it (together with persons in respect of whom he/she/it exercises control or direction) is currently the registered owner of, and exercises control and direction over, 600,000 Common Shares (together with any Common Shares which may hereafter be purchased or acquired by the Shareholder and persons in respect of whom he exercises control or direction, the “Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and upon and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:
- 29 -
1. Support Obligations
(a) In the event that Kelly exercises the Director Representation Right, the Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the election to the Board of the Kelly Nominee at any meeting of shareholders of the Corporation at which directors are to be elected.
(b) The Shareholder hereby agrees to vote, and cause persons in respect of whom he/she/it exercises control or direction that hold Shares to vote, all of the Shares in favour of the Stock Option Grant Ratification.
2. Grant of Proxy
The Shareholder hereby agrees that he/she/it shall not, except in accordance with the terms of this agreement or with the prior written consent of Kelly, grant or agree to grant any proxy or other right to vote the Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the right to vote on the matters set forth in Section 1 hereof.
3. No Restriction on Sale
It is acknowledged that no provision in this agreement shall restrict in any way the Shareholder from selling, disposing or otherwise transferring the Shares to a third party, whereupon this agreement will terminate and be of no further force or effect.
4. Disclosure
The parties will consult each other before making any public disclosure of, or any announcement pertaining to, this agreement.
5. Termination
This agreement will terminate and be of no further force or effect, and the Shareholder will be released from his/her/its obligations hereunder, on the date upon which Kelly ceases to be entitled to exercise the Director Representation Right.
6. General
This agreement may not be assigned by the Shareholder without the prior written consent of Kelly. This agreement may not be assigned by Kelly without the prior written consent of the Shareholder.
- 30 -
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
If any term of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this agreement.
Time will be of the essence of this agreement.
This agreement may be executed in one or more counterparts (whether by facsimile signature or otherwise), each of which will constitute an original and all of which together will constitute one and the same agreement.
This agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the date first above written.
“Paul Di Lucia”
Name: Paul Di Lucia
“Eric L. Kelly”
ERIC L. KELLY