SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 12 ^th day of July, 2019 between FBC HOLDINGS SÀRL , a société à responsabilité limitée incorporated under the laws of Luxembourg with R.C.S. number B.142.133 (“ FBC ”) and SPHERE 3D CORP. , a corporation incorporated under the laws o the Province of Ontario (the “ Company ”)

RECITALS:

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants hereinafter set forth, the parties hereby covenant and agree as follows:

ARTICLE I
EXCHANGE OF SHARES

1.1         Exchange

FBC and the Company hereby agree, subject to the terms and conditions set forth herein, to conduct the Exchange. At the closing of the Exchange (the “ Closing ”), the (i) FBC shall deliver to the Company the Series A Shares for cancellation and (ii) the Company shall deliver to FBC the Series B Shares.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

2.1         Representations and Warranties of FBC

FBC hereby represents and warrants to the Company that as of the date hereof and as of the Closing date:

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2.2         Representations and Warranties of the Company

The Company hereby represents and warrants to FBC as of the date hereof and as of the Closing date that:

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2.3         Survival

The representations and warranties contained in Article II shall survive the Closing of the transactions.

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ARTICLE III
MISCELLANEOUS

3.1         Enurement

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

3.2         Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein.

3.3         Notice

Notice, requests, demands, and other communications relating to this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when: (a) delivered personally, on the date of such delivery; (b) delivered by electronic transmission, on the date of such delivery; or (c) mailed by registered or certified mail, postage prepaid, return receipt requested, on the third day after the posting thereof, to the address set forth in the signature pages to this Agreement (as such address may be updated by written notices to the other Parties to this Agreement) .

3.4        Amendments and Waivers

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of all parties.

3.5        Severability

If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement

3.6        Entire Agreement

This Agreement and the documents referred to herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof

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3.7         Execution by Facsimile or Electronic Transmission

The signature of any of the parties hereto may be evidenced by a facsimile, scanned e-mail or internet transmission copy of this Agreement bearing such signature.

3.8         Counterparts

This Agreement may be signed in one or more counterparts, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Notwithstanding the date of execution or transmission of any counterpart, each counterpart shall be deemed to have the effective date first written above.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above mentioned.

FIRST AMENDMENT TO
SHARE EXCHANGE AND BUY OUT AGREEMENT

             This FIRST AMENDMENT TO SHARE EXCHANGE AND BUYOUT AGREEMENT (this “ Amendment ”) is made and entered into as of July 12, 2019 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 ”) and Silicon Valley Technology Partners, Inc., a Delaware corporation (“ SVTP ”)

RECITALS

               WHEREAS, the Parties are parties to that certain Share Exchange and Buyout Agreement (the “ Original Agreement ”) made as of October 19, 2018 pursuant to which (a) Sphere agreed to transfer 1,879,699 shares of Series A Preferred Stock, par value $0.0001 (the “ SVTP Series A Preferred Stock ”) of SVTP in consideration for the Stockholder surrendering 2,500,000 Preferred Shares of Sphere; and (b) FBC has agreed to grant SVTP and MF the right to buy-out 2,500,000 Preferred Shares of Sphere and 2,120,301 of the SVTP Series A Preferred Stock held by FBC;

               WHEREAS , pursuant to a Share Exchange Agreement (the “ Exchange Agreement ”) dated as of the date hereof between FBC and Sphere, FBC exchanged the 6,500,000 Series A Preferred Shares of Sphere registered in its name for 6,500,000 Series B Preferred Shares of Sphere;

               WHEREAS , the Parties wish to amend the Original Agreement so that the right, terms and conditions applying to the Series A Preferred Shares of Sphere apply to the Series B Preferred Shares of Sphere and to dis-apply certain provisions of Section 7.4 of the Exchange Agreement;

              NOW, THEREFORE , in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which the parties acknowledge, the parties hereby agree as follows:

              1.         Capitalized terms used in this Amendment not otherwise defined herein shall have the meanings given to them in the Original Agreement

             2.         The Original Agreement is hereby amended by deleting the words “Preferred Shares, no par value, of Sphere” in the second recital of the Original Agreement to “Series B Preferred Shares of Sphere”.

              3.         The Original Agreement is hereby amended by deleting Section 7.4 in its entirety and replacing it with the following:

7.4 Assignment . Neither Sphere, SVTP or MF may assign its rights or obligations under this Agreement without the prior written consent of each of the other parties hereto. Neither the Sphere Shares nor the SVTP Shares may be sold, transferred, conveyed, assigned or otherwise disposed of by FBC (an “ FBC Transfer ”) unless the transferee or assignee of such Sphere Shares and/or SVTP Shares agrees in writing to be bound by the terms of this Agreement with respect to all of the Sphere Shares and/or SVTP Shares subject to the FBC Transfer, as if such transferee or assignee were FBC hereunder (and, for the avoidance of doubt, FBC shall remain a party to this Agreement with respect to any Sphere Shares and SVTP Shares that are not a part of the FBC Transfer).

              4.         Except as amended herby, the Original Agreement shall continue in full force and effect, unamended, in accordance with its terms, provisions and conditions as modified by the applicable terms, provisions and conditions of this Amendment.

              5.         Subject to the restrictions on assignment contained in the Original Agreement, this Amendment will be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators and legal representatives; provided that such party consents in writing to be bound by the terms, conditions and obligations under the Original Agreement, as amended by this Amendment (the “ Agreement ”).

              6.         This Amendment will be governed by and construed in accordance with the laws of the State of Delaware, without reference to without reference to principles of conflict of laws or choice of laws.

             7.         This Amendment may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of copies of original signed counterparts by facsimile or electronic transmission (including e-mail) shall be deemed as valid as physical delivery of original signed counterparts.

              8.         The Agreement and the documents referred to therein, together with all the Schedules and Exhibits thereto, constitute the entire agreement and understanding of the Parties with respect to the subject matter of the Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

              9.         The Parties will perform and cause to be performed such further and other acts and things and execute and deliver or cause to be executed and delivered such further and other documents as the reasonably considered necessary or desirable to carry out the terms and intent of this Amendment.

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[Signatures on following pages]

            IN WITNESS WHEREOF , the Parties have executed this Amendment as of the date first written above.