all Subscribers: a completed and signed copy of the face page of this Subscription Agreement.

all Subscribers: payment by certified cheque, money order, bank draft or other acceptable means in the amount of the Aggregate Subscription Price payable to one of the Underwriters.

Subscribers resident in Canada: a completed and signed copy of the Subscriber Certificate attached hereto as Schedule B.

Subscribers who are, or are subscribing for the account or benefit of, persons in the United States or U.S. Persons: a completed and signed copy of the United States Subscribers Representation Letter attached hereto as Schedule C.

all Subscribers: a completed and signed copy of the TSXV Subscriber Information Sheet attached hereto as Schedule D, including a completed and signed copy of Appendix A thereto, if applicable.

Definitions. In this Subscription Agreement:

“$” means Canadian dollars;

“Aggregate Subscription Price” means the aggregate dollar amount of the subscription under this Subscription Agreement as set out on the face page hereof;

“business day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

“Canadian Offering Jurisdictions” means each of the provinces and territories of Canada;

“Canadian Securities Laws” means, as applicable, the securities laws and regulations in each of the Canadian Offering Jurisdictions, all written instruments, rules and orders having the force of law of the securities regulators or regulatory authorities in each of the Canadian Offering Jurisdictions and the rules of the TSXV;

“Closing” has the meaning ascribed to such term in Section 4;

“Closing Date” means November 12, 2013 or such other date as the Corporation and the Underwriters may agree;

“Closing Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other time as the Corporation and the Underwriters may agree;

“Common Shares” means common shares in the capital of the Corporation;

“Compensation Options” has the meaning ascribed to such term in Section 11;

“control person” means a person, company or combination of persons or companies described in the provisions of securities legislation listed in Appendix A to National Instrument 45-102 –

Resale of Securities;

“Corporation” means Sphere 3D Corporation, a corporation existing under the Business Corporations Act (Ontario) and includes any successor corporation;

“Disclosed Principal” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“Expiry Date” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“International Jurisdiction” has the meaning ascribed to such term in clause 8(p);

“Lead Underwriter” means Cormark Securities Inc.;

“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;

“Notice” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“Offering” has the meaning ascribed to it in the preamble to the “Terms and Conditions of Subscription”;

“PCMLTFA” has the meaning ascribed to such term in clause 8(bb);

“person” means any individual (whether acting as an executor, trustee, administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, fund, unincorporated organization or association, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind, and pronouns have a similar extended meaning;

“Regulation D” means Regulation D under the U.S. Securities Act;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Securities” has the meaning ascribed to such term in the preamble to the “Terms and Conditions of Subscription”;

“Securities Laws” means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;

“Subscriber” means the subscriber for Units as set out on the face page of this Subscription Agreement and includes, as applicable, the Disclosed Principal unless the context otherwise requires;

“Subscription Agreement” means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement; “hereof”, “hereto”, “hereunder”, “herein” and similar expressions mean and refer to this Subscription Agreement and not to a particular Section or clause; and the expression “Section” or “clause” followed by a number or letter means and refers to the specified Section or clause of this Subscription Agreement;

“TSXV” means the TSX Venture Exchange;

“TSXV Approval” means the conditional acceptance of the Offering by the TSXV;

“Underwriting Agreement” means the underwriting agreement to be entered into between the Underwriters and the Corporation in respect of the Offering;

“Underwriters” means, collectively, Cormark Securities Inc., Paradigm Securities Inc. and Jacob Securities Inc.;

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“Units” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“U.S. Affiliate” means the U.S. registered broker-dealer affiliate of the Underwriters;

“U.S. Accredited Investor” means an institutional “accredited investor” who satisfies one or more of the criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act;

“U.S. Person” means a “U.S. person” as defined in Rule 902(k) of Regulation S;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Laws” means the U.S. Securities Act, the United States Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder and the applicable securities (“blue sky”) laws of the states of the United States;

“Warrant Certificate” means the form of common share purchase warrant certificate to be issued by the Corporation to evidence the Warrants;

“Warrant Indenture” means the indenture to be entered into between the Corporation and TMX Equity Transfer Services Inc., as trustee, governing the terms and conditions of the Warrants;

“Warrant Shares” has the meaning ascribed to such term on the face page of this Subscription Agreement; and

“Warrants” has the meaning ascribed to such term on the face page of this Subscription Agreement.

the Corporation having accepted this Subscription Agreement;

payment by the Subscriber of the Aggregate Subscription Price by certified cheque, money order, bank draft or other acceptable means in Canadian dollars payable to one of the Underwriters;

the Subscriber having properly completed, signed and delivered this Subscription Agreement and all applicable schedules (with payment) to:

if the Subscriber is resident in Canada, the Subscriber having properly completed, signed and delivered Schedule B;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber having properly completed, signed and delivered Schedule C;

the Subscriber having properly completed, signed and delivered Schedule D, including a completed and signed copy of Appendix A thereto, if applicable; and

the conditions of closing contained in the Underwriting Agreement having been satisfied or waived by the relevant party.

to receive certificates representing the Common Shares forming part of the Units and the Warrant Certificates, to execute on behalf of the Subscriber all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Units hereunder, to approve any opinion, certificate or other document addressed to the Subscriber and to exercise any rights of termination contained in the Underwriting Agreement;

to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber contained in this Subscription Agreement and in the Underwriting Agreement (or any ancillary or related document) that, in the opinion of the Lead Underwriter, is not prejudicial to the interests of the Subscriber;

to terminate or not deliver this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Lead Underwriter in its sole discretion may determine; and

without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend, as the case may be, the Underwriting Agreement.

if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement is executed and is legally competent to execute, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder;

if the Subscriber is not an individual, the Subscriber has the requisite power, authority, legal capacity and competence to execute, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder, all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained and the individual signing this Subscription Agreement has been duly authorized;

if the Subscriber is a body corporate, the Subscriber is incorporated and validly subsisting under the laws of its jurisdiction of incorporation;

if the Subscriber is acting as principal, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against the Subscriber in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction);

if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in connection with such subscription on behalf of such principal, each of whom is subscribing as principal for its own account and not for the benefit of any other person, and this Subscription Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction) against, such principal;

the execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Units and the completion of the transactions contemplated hereby will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or a Disclosed Principal (if not an individual), the Securities Laws or any other applicable law, any agreement to which the Subscriber or a Disclosed Principal is a party or any applicable regulation, judgment, decree, order or ruling;

the Subscriber is not a person created or used solely to purchase or hold securities in order to comply with or rely upon an exemption from the prospectus requirements of applicable Securities Laws and except as disclosed in writing to the Corporation, the Subscriber does not act jointly or in concert with any other person or company for the purposes of acquiring securities of the Corporation;

if the Subscriber is not subscribing as principal, the Subscriber acknowledges that the Corporation and/or the Underwriters may be required by law to disclose to applicable securities regulatory authorities or stock exchanges information concerning the identities of each beneficial purchaser for whom the Subscriber is acting hereunder;

the Subscriber and, if applicable, each Disclosed Principal are resident, or if not an individual, has a head office, in the jurisdiction indicated on the face page of this Subscription Agreement as the “Subscriber’s Residential Address” and the “Disclosed Principal’s Residential Address”, respectively, such address was not created and is not used solely for the purpose of acquiring Units. The purchase by and sale to the Subscriber of the Units, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase or sale (whether with or with respect to the Subscriber or any Disclosed Principal) has occurred only in such jurisdiction;

if the Subscriber is resident in Canada, the Subscriber (or if applicable, the Disclosed Principal) is eligible to purchase the Units pursuant to an exemption from the prospectus requirements of the Canadian Securities Laws, and the Subscriber has completed, executed and delivered to the Corporation a Subscriber Certificate in the form attached hereto as Schedule B indicating that the Subscriber (or if applicable, the Disclosed Principal) fits within one of the prospectus exemption categories under applicable Canadian Securities Laws as set forth therein, and confirms the truth and accuracy of all representations, warranties and covenants made in such certificate as of the date of this Subscription Agreement and as of the Closing Time;

the Subscriber (or if applicable, the Disclosed Principal) acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

there is no government or other insurance covering the Securities;

there are risks associated with the purchase of the Securities;

there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Canadian Securities Laws and, as a consequence of acquiring Securities pursuant to this exemption, certain protections, rights and remedies provided by the Canadian Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber (or any beneficial purchaser) is aware that the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and the Units may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and it acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber agrees to the additional terms included in Schedule C hereto;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber (and, if applicable, such beneficial purchaser) is a U.S. Accredited Investor purchasing the Units directly from the Corporation and the Subscriber has completed Schedule C hereto and identified in Schedule C the appropriate category of U.S. Accredited Investor that correctly and in all respects describes the Subscriber (and, if applicable, such beneficial purchaser);

unless the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person and the Subscriber has completed and delivered Schedule C hereto (in which case the Subscriber makes the representations, warranties and covenants therein), the Subscriber acknowledges and agrees that:

the Units have not been offered to the Subscriber or any beneficial purchaser for whom it is acting while the Subscriber or such beneficial person, if applicable, was in the United States, and the individuals making the order to purchase the Units and executing and delivering this Subscription Agreement for the account or benefit of the Subscriber or such beneficial purchaser were not in the United States when the order was placed or when this Subscription Agreement was executed and delivered;

the Subscriber is not in the United States or a U.S. Person and is not purchasing the Units for the account or benefit of a person in the United States or a U.S. Person;

the Subscriber is not purchasing the Units as the result of any directed selling efforts (as defined in Rule 902(c) of Regulation S under the U.S. Securities Act and, including, but not limited to, any press releases made by the Corporation relating to the proposed Offering of the Units or any report, notification or summary of the same) made in the United States by the Corporation, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing;

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; and

the Subscriber or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Units in the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws;

if the Subscriber (or any Disclosed Principal) is resident in or otherwise subject to the securities laws of any jurisdiction outside of Canada and the United States (the “International Jurisdiction”), then:

the Subscriber is not subject to Canadian Securities Laws;

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this subscription, if there are any;

the Corporation is offering and selling the Units and the Subscriber is purchasing the Units pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Corporation is permitted to offer and sell the Units and the Subscriber is permitted to purchase the Units under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions;

the applicable securities laws of the International Jurisdiction do not require the Corporation to prepare and/or file any documents or be subject to ongoing reporting requirements or seek any approvals of any kind whatsoever in respect of the offer and sale of the Units to the Subscriber from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (iii) and (iv) above to the satisfaction of the Corporation, acting reasonably;

the Subscriber understands that the sale of the Units is conditional upon such sale being exempt from the requirements to file and obtain a receipt for a prospectus or registration statement or to deliver an offering memorandum, and no prospectus or registration statement has been filed by the Corporation with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Units. As a result of acquiring the Units pursuant to such exemptions:

the Subscriber may be restricted from using some of the protections, rights and remedies otherwise available under Canadian Securities Laws, including statutory rights of rescission or damages in the event of a misrepresentation;

the Subscriber may not receive information that would otherwise be required to be provided to it under Canadian Securities Laws; and

the Corporation is relieved from certain obligations that would otherwise apply under Canadian Securities Laws;

the Subscriber has not received or been provided with a prospectus, registration statement or offering memorandum, within the meaning of Securities Laws, or any sales or advertising literature in connection with the Offering. The Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to fact made by or on behalf of the Corporation or the Underwriters and their respective directors, officers, employees, agents and representatives. The Subscriber’s decision to subscribe for the Units was based solely upon this Subscription Agreement, including the Term Sheet attached hereto as Schedule A, and information about the Corporation which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Underwriters);

the Underwriters, its counsel, Heenan Blaikie LLP, and counsel to the Corporation, Meretsky Law Firm, and their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed;

except for the Subscriber’s knowledge regarding its subscription for Units hereunder, the Subscriber has no knowledge of a “material fact” or a “material change” (as those terms are defined in applicable Canadian Securities Laws) in the affairs of the Corporation that has not been generally disclosed;

the Subscriber confirms that the Subscriber and, if applicable, each Disclosed Principal:

has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Securities;

is capable of assessing the proposed investment in the Securities as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable Canadian Securities Laws;

is aware of the characteristics of the Securities and the risks relating to an investment therein; and

is able to bear the economic risk of loss of its investment in the Securities;

the Subscriber understands that no securities commission, stock exchange, governmental agency, regulatory body or similar authority has made any finding or determination or expressed any opinion with respect to the merits of investing in the Units nor is there any government or other insurance covering the Units;

the Subscriber confirms that neither the Corporation nor the Underwriters nor any of their respective directors, employees, officers, representatives, agents or affiliates have made any representations (written or oral) to the Subscriber:

regarding the future value of the Securities;

that any person will resell or repurchase the Securities; or

that any person will refund the purchase price of the Securities other than as provided in this Subscription Agreement;

the Subscriber and, if applicable, each Disclosed Principal, understands that it may not be able to resell the Securities except in accordance with limited exemptions available under applicable Securities Laws, and that the Subscriber is solely responsible for (and neither the Corporation nor the Underwriters are in any way responsible for) the Subscriber’s and, if applicable, each Disclosed Principal’s compliance with applicable resale restrictions. The Subscriber will comply with all applicable Securities Laws concerning the subscription, purchase, holding and resale of the Securities and will not resell any of the Securities except in accordance with the provisions of applicable Securities Laws;

the certificates representing the Common Shares forming part of the Units and the Warrant Certificates will bear a legend substantially in the following form:

(z)

the Subscriber understands that the Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the U. S. Securities Act and all applicable state securities laws and the holder has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation to such effect; provided, however, that an original Subscriber in the Offering that is in the United States or a U.S. Person will not be required to deliver an opinion of counsel in connection with the exercise of Warrants purchased in the Offering by such original Subscriber that is in the United States or a U. S. Person, on its own behalf or on behalf of the original beneficial purchaser (if any), at a time when it and such beneficial purchaser (if any) are U.S. Accredited Investors;

unless the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person and has duly completed and executed Schedule C hereto, neither the Subscriber nor any person for whom it is acting will offer, sell or otherwise dispose of the Securities in the United States or to, or for the benefit or account of, a person in the United States or a U.S. Person, or exercise the Warrants in the United States, unless the Corporation has consented to such offer, sale, disposition or exercise and such offer, sale, disposition or exercise is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or the Corporation has filed, and the U.S. Securities and Exchange Commission has declared effective, a registration statement in respect of such Securities;

the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended from time to time (the “PCMLTFA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge: (i) none of the subscription funds to be provided by the Subscriber: (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction; or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and (ii) it shall promptly notify the Corporation if the Subscriber (including any Disclosed Principal) discovers that any of such representations cease to be true, and to provide the Corporation with appropriate information in connection therewith;

the Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder, acknowledges and consents to the fact that the TSXV, its affiliates, authorized agents, subsidiaries and divisions collect personal information in certain information forms which are submitted to the TSXV, including the forms attached hereto as Schedule B and D, and use such information for the following purposes:

(A) to conduct background checks, (B) to verify the personal information that has been provided about each individual, (C) to consider the suitability of the individual to act as an insider of an issuer, (D) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the issuer, or its associates or affiliates, (E) to conduct enforcement proceedings, and (F) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSXV, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada;

as part of the above-mentioned process, the TSXV also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished; and

the personal information the TSXV collects may also be disclosed:

to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

on the website of the TSXV or through printed materials published by or pursuant to the directions of the TSXV.

the Subscriber has not received and does not expect to receive any financial assistance from the Corporation directly or indirectly, in respect of the Subscriber’s purchase of the Units;

the Subscriber acknowledges that the Corporation may complete additional financings in the future to develop the proposed business of the Corporation and to fund its ongoing development. There is no assurance that such financings will be available and if available, will be on reasonable terms. Any such future financings may have a dilutive effect on current shareholders, including the Subscriber;

the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation or on radio, television or other form of telecommunication or any other form of advertisement (including electronic display or the Internet including but not limited to the Corporation’s website) or sales literature with respect to the distribution of the Units or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

other than the Underwriters, the Subscriber confirms that there is no person acting or purporting to act on behalf of the Subscriber (including any Disclosed Principal), if applicable, in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any other person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units on account of the Subscriber’s subscription, the Subscriber covenants to indemnify and hold harmless the Corporation and the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defence thereof;

if required by Securities Laws or by any securities commission, stock exchange or other regulatory authority, the Subscriber and, if applicable, each Disclosed Principal will execute, deliver, file and otherwise assist the Corporation and/or the Underwriters in filing, such reports, undertakings and other documents with respect to the subscription for and issuance of the Securities;

the Subscriber confirms that it and, if applicable, each Disclosed Principal is responsible for obtaining its own legal, tax, investment and other professional advice with respect to the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder including the suitability of the Securities as an investment for the Subscriber and, if applicable, each Disclosed Principal, the tax consequences of purchasing and dealing with the Securities, and the resale restrictions and “hold periods” to which the Securities are or may be subject under Securities Laws. The Subscriber has not relied upon any statements made by or purporting to have been made on behalf of the Corporation, the Underwriters or their respective counsel with respect to such matters;

the Subscriber acknowledges that the Corporation’s counsel is acting solely as counsel to the Corporation and the Underwriters’ counsel is acting solely as counsel to the Underwriters and, in each case, not as counsel to the Subscriber or, if applicable, to any Disclosed Principal;

neither the Subscriber nor any Disclosed Purchaser is engaged in the business of trading in securities or exchange contracts as a principal or agent and does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent, or is otherwise exempt from any requirements to be registered as a dealer under National Instrument 31-103 – Registration Requirements and Exemptions; and

neither the Subscriber nor, if applicable, any Disclosed Principal will become a control person of the Corporation by virtue of its subscription for Units hereunder and neither the Subscriber nor, if applicable, any Disclosed Principal intends to act in concert with any other person or persons to form a control group of the Corporation.

in the case of the Corporation, to:

in the case of the Subscriber, at the address and facsimile number specified on the face page hereof, with a copy to:

Sphere 3D Corporation (the “Company”).

Treasury offering of 1,250,000 units (the “Issued Units”). Each Issued Unit is comprised of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant”) of the Company.

Each whole Warrant will entitle the holder thereof to purchase one Common Share of the Company for a period of 24 months following the Closing Date (as hereinafter defined) at a price of $4.50.

The Warrants shall be subject to an acceleration clause whereby in the event the Common Shares of the Company trade at $6.00 or more for more than 10 consecutive trading days, the Company has the right to force exercise of the Warrants by providing notice to the warrantholder (the “Forced Conversion”). The warrantholder will have 20 trading days to exercise the Warrants or they will be forfeited.

$3.35 per Issued Unit.

$4,187,500.

The net proceeds of the Offering will be used for sales and marketing, and general corporate purposes.

Offered in each of the provinces of Canada, the United States (pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) to a limited number of institutional “accredited investors” who satisfy one or more of the criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act) and such other jurisdictions as is reasonably agreed to by the Company provided that the Company is not required to file a prospectus, registration statement or other similar disclosure document or become subject to continuing reporting obligations in such other jurisdictions.

“Bought deal” with conventional bought deal termination provisions to be included in a definitive underwriting agreement.

Application will be made to list the Common Shares underlying the Issued Units on the TSX Venture Exchange (the “TSXV”). The existing common shares of the Company are listed on the TSXV under the symbol “ANY”.

Eligible for RRSPs, RRIFs, RESPs, DPSPs and TFSAs.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay to the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering (the “Cash Commission”) and at Closing the Corporation shall issue to the Underwriters broker warrants (the “Broker Warrants”) exercisable to acquire that number of Units as is equal to 8.0% of the aggregate number of Issued Units sold pursuant to the Offering. Each Broker Warrant shall entitle the holder thereof to acquire one Unit at the Offering Price for a period of 24 months following the Closing.

The Company agrees not to issue any common shares or securities convertible into common shares for a period of 120 days from the closing of the Offering without the prior written consent of Cormark except in conjunction with: (i) the exercise of stock options; and (ii) the exercise of outstanding warrants or convertible debt, in all cases such consent not to be unreasonably withheld.

Pursuant to National Instrument 45-102– Resale of Securities (“NI 45-102”), the Issued Shares will be subject to a four month hold period in all of the Offering Jurisdictions, commencing on Closing. A “legend” in the form prescribed by NI 45-102 or other applicable securities legislation or stock exchange rules will appear on the Issued Share certificates, together with such additional legends as may be appropriate in the circumstances.

On or before November 12, 2013.

one of the following clauses (i), (ii) or (iii) applies:

the Subscriber is resident in or otherwise subject to the laws of the jurisdiction set out as the “Subscriber’s Residential Address” on the face page of the Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person;

the Subscriber is contracting hereunder on behalf of a Disclosed Principal and such Disclosed Principal is resident in or otherwise subject to the laws of the jurisdiction set out as the “Disclosed Principal’s Residential Address” on the face page of the Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person; or

the Subscriber is deemed to be purchasing as principal pursuant to NI 45-106 with respect to a purchase of the Units, by virtue of the fact that it is a trust company or trust corporation described in clause (p) of the definition of “accredited investor” in Section B below and is not a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, or by virtue of the fact that it is a person or company described in clause (q) of the definition of “accredited investor” in clause B below; and

one of the following clauses (i) or (ii) applies (check applicable category):

the Subscriber or the Disclosed Principal, as applicable, is, as of the date hereof, and will be, as of the Closing Date, an “accredited investor”, as such term is defined in NI 45-106, by virtue of the fact that the Subscriber or the Disclosed Principal, as applicable, falls within one or more of the following categories checked below:

if not purchasing under clause (i), above, the Aggregate Subscription Price of the Units purchased by the Subscriber or the Disclosed Principal, as the case may be, is not less than $150,000 paid in cash at the time of the distribution and the Subscriber or the Disclosed Principal, as the case may be, has not been created or used solely to purchase or hold securities in reliance on this exemption.

The Subscriber is (i) purchasing the Units as principal for its own account and not for the benefit of any other Person and it is an institutional “accredited investors” who satisfies one or more of the criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act) (a “U.S. Accredited Investor”); or (ii) subscribing for the Units as agent for a beneficial purchaser disclosed on the execution page of this Subscription Agreement, in a transaction in which the Subscriber is exercising sole investment discretion with respect to the purchase of the Units and the Subscriber and each disclosed purchaser for whom it is acting is a U.S. Accredited Investor and is purchasing as principal for its own account and not for the benefit of any other person; and the Subscriber has initialled the category of U.S. Accredited Investor applicable to the Subscriber and any beneficial purchaser below.

The Subscriber (and, if the Subscriber is acting on behalf of a beneficial purchaser, such beneficial purchaser) is a U.S. Accredited Investor as a result of satisfying the requirements of the paragraphs below that the Subscriber has indicated (the line identified as “BP” is to be initialled by the undersigned if the beneficial purchaser, if any, satisfies the requirements of the corresponding paragraph).

______

______(BP)

any bank as defined in Section 3(a)(2) of the U.S. Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity;

any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;

______

______(BP)

any investment company registered under the Investment Company Act of 1940, or a business development company as defined in Section 2(a)(48) of that Act;

______

______(BP)

any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

______

______(BP)

any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;

______

______(BP)

______

______(BP)

______

______(BP)

______

______(BP)

The Subscriber has not purchased the Units as a result of any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

The Subscriber has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Units and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment in the Units.

The Subscriber understands and acknowledges that none of the Securities have been or will be registered under the U.S. Securities Act or the securities laws of any state, and that the Units are being offered and sold to a limited number of U.S. Accredited Investors in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws; accordingly, the Securities are or will be when issued, as applicable, “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

The Subscriber, and each beneficial purchaser, if any, is acquiring the Units for investment purposes only and not with a view to any resale, distribution or other disposition of Units in violation of United States federal or state securities laws, and the Subscriber acknowledges that the exemption from registration under the U.S. Securities Act and applicable state securities laws depends, among other things, upon the bona fide nature of the investment intent expressed herein.

The Subscriber understands that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Securities they may be offered, sold, pledged or otherwise transferred only (i) to the Corporation, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) pursuant to a registration statement that has been declared effective under the U.S. Securities Act and is available for resale of the Securities, or (iv) in compliance with an exemption from registration under the U.S. Securities Act including Rule 144 or Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws. The Subscriber further understands and agrees that in the event of a transfer pursuant to the foregoing clause (ii) or (iv), the Corporation will require a legal opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Corporation that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

The Subscriber understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Securities and all certificates issued in exchange therefore or in substitution thereof, will bear the following legends (in addition to those set forth in Section 8(y) of the Subscription Agreement):

The Subscriber understands that the Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the U.S. Securities Act and all applicable state securities laws and the holder has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation to such effect; provided, however, that an original Subscriber in the Offering that is in the United States or a U.S. Person will not be required to deliver an opinion of counsel in connection with the exercise of Warrants purchased in the Offering by such original Subscriber that is in the United States or a U.S. Person, on its own behalf or on behalf of the original beneficial purchaser (if any), at a time when it and such beneficial purchaser (if any) are U.S. Accredited Investors.

The Subscriber understands that all certificates representing the Warrants will bear the following legend:

The Subscriber consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer and exercise with respect to the Securities set forth and described herein.

The Subscriber understands that the Corporation (i) is under no obligation to remain a “foreign issuer” (as defined in Rule 902(e) of Regulation S), (ii) may not be a “foreign issuer” at a time when the Subscriber wishes to transfer the Securities, and (iii) may engage in one or more transactions which could cause the Corporation not to be a “foreign issuer”. The Subscriber further understands and acknowledges that the loss of the Corporation’s “foreign issuer” status would impede the Subscriber’s ability to remove the restrictive U.S. legend from the Securities in connection with any resale outside the United States.

The Subscriber understands that the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Securities in the United States.

The Subscriber understands and agrees that the financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies.

The Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding, exercise or disposition of the Securities. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of its acquisition, holding, exercise or disposition of the Securities, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences to it with respect to its investment, including whether the Corporation will at any given time be deemed a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

The Subscriber is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of Canada; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Corporation and such persons may be located outside the United States.

The office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Units is the address listed as the “Subscriber’s Residential Address” on the face page of the Subscription Agreement.

that the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to the subscription agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the Aggregate Subscription Price to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith

The provisions of this Representation Letter will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Date.

Registration Form

has previously filed with the TSX Venture Exchange (the “TSXV”) a Form 4C, Corporate Placee Registration Form, represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the TSXV up to the date hereof; or

hereby delivers a completed Form 4C, Corporate Placee Registration Form, in the form attached as Appendix A to this Schedule C to the Corporation for filing with the TSXV.

Present Ownership of Securities

Insider Status

a director or senior officer of the Corporation;

a director or senior officer of a company that is itself an Insider or subsidiary of the Corporation;

a person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10% of the voting rights attached to all the Corporation’s outstanding voting shares; or

the Corporation itself if it holds any of its own securities; or

Member of “Pro Group”

subject to subparagraphs (2), (3) and (4), either individually or as a group:

the member (i.e. a member of the TSXV under TSXV requirements);

employees of the member;

partners, officers or directors of the member;

affiliates of the member; and

associates of any parties referred to in subparagraphs (a) through (d);

the TSXV may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is not acting at arm’s length with the member;

the TSXV may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is acting at arm’s length with the member;

the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that:

the person is an affiliate or associate of the member acting at arm’s length of the member;

the associate or affiliate has a separate corporate and reporting structure;

there are sufficient controls on information flowing between the member and the associate or affiliate; and

the member maintains a list of such excluded persons; or

Placee Information:

Name: ______________________________________________________________________________________________________

Complete Address:  ______________________________________________________________________________________

Jurisdiction of Incorporation or Creation:  ______________________________________________________________________

(a)

Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)?  ___________________________________

If the answer to 2(b) above was “Yes”, the undersigned certifies that:

it is purchasing securities of the Corporation on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

it was not created solely or primarily for the purpose of purchasing securities of the Corporation;

the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Corporation, and the persons that carry on investor relations activities for the Corporation has a beneficial interest in any of the managed accounts for which it is purchasing.

If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee:

If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

Acknowledgement - Personal Information and Securities Laws

“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

all Subscribers: a completed and signed copy of the face page of this Subscription Agreement.

all Subscribers: payment by certified cheque, money order, bank draft or other acceptable means in the amount of the Aggregate Subscription Price payable to one of the Underwriters.

Subscribers resident in Canada: a completed and signed copy of the Subscriber Certificate attached hereto as Schedule B.

Subscribers who are, or are subscribing for the account or benefit of, persons in the United States or U.S. Persons: a completed and signed copy of the United States Subscribers Representation Letter attached hereto as Schedule C.

all Subscribers: a completed and signed copy of the TSXV Subscriber Information Sheet attached hereto as Schedule D, including a completed and signed copy of Appendix A thereto, if applicable.

Definitions. In this Subscription Agreement:

“$” means Canadian dollars;

“Aggregate Subscription Price” means the aggregate dollar amount of the subscription under this Subscription Agreement as set out on the face page hereof;

“business day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

“Canadian Offering Jurisdictions” means each of the provinces of British Columbia, Alberta, Ontario and such other provinces and territories of Canada as may be agreed upon between the Lead Underwriter and the Corporation;

“Canadian Securities Laws” means, as applicable, the securities laws and regulations in each of the Canadian Offering Jurisdictions, all written instruments, rules and orders having the force of law of the securities regulators or regulatory authorities in each of the Canadian Offering Jurisdictions and the rules of the TSXV;

“CDS” means CDS Clearing and Depository Services Inc.;

“Closing” has the meaning ascribed to such term in Section 4;

“Closing Date” means June 3, 2014 or such other date as the Corporation and the Underwriters may agree;

“Closing Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other time as the Corporation and the Underwriters may agree;

“Common Shares” means common shares in the capital of the Corporation;

“control person” means a person, company or combination of persons or companies described in the provisions of securities legislation listed in Appendix A to National Instrument 45-102 –

Resale of Securities;

“Corporation” means Sphere 3D Corporation, a corporation existing under the Business Corporations Act (Ontario) and includes any successor corporation;

“Disclosed Principal” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“Expiry Date” means the date that is the earlier of (a) the third business day following the Qualification Date; and (b) four months and one day after the Closing Date;

“International Jurisdiction” has the meaning ascribed to such term in clause 10(p);

“Lead Underwriter” means Cormark Securities Inc.;

“misrepresentation” has the meaning ascribed to such term in the Securities Act (Ontario);

“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;

“Notice” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“Offering” has the meaning ascribed to it in the preamble to the “Terms and Conditions of Subscription”;

“PCMLTFA” has the meaning ascribed to such term in clause 10(bb);

“Penalty” has the meaning ascribed to such term on the face page of this Subscription Agreement.

“person” means any individual (whether acting as an executor, trustee, administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, fund, unincorporated organization or association, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind, and pronouns have a similar extended meaning;

“Qualification Date” means the date on which a final receipt is issued by the Ontario Securities Commission, on behalf of the securities regulatory authorities in each of the Canadian Offering Jurisdictions, for the filing of a (final) short form prospectus to qualify the distribution of the Common Shares and Warrants underlying the Special Warrants;

“Qualification Deadline” means 4:59 p.m. (Toronto time) on the date that is four months and a day immediately following the Closing Date

“Regulation D” means Regulation D under the U.S. Securities Act;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Securities” has the meaning ascribed to such term in the preamble to the “Terms and Conditions of Subscription”;

“Securities Laws” means, collectively, the Canadian Securities Laws and the U.S. Securities Laws;

“Special Warrants” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“Special Warrant Indenture” means the special warrant indenture to be entered into as of the Closing Date between the Corporation and the Special Warrant Trustee in respect of the Special Warrants;

“Special Warrant Trustee” means Equity Financial Trust Company, in its capacity as the trustee pursuant to the Special Warrant Indenture;

“Subscriber” means the subscriber for Special Warrants as set out on the face page of this Subscription Agreement and includes, as applicable, the Disclosed Principal unless the context otherwise requires;

“Subscription Agreement” means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement; “hereof”, “hereto”, “hereunder”, “herein” and similar expressions mean and refer to this Subscription Agreement and not to a particular Section or clause; and the expression “Section” or “clause” followed by a number or letter means and refers to the specified Section or clause of this Subscription Agreement;

“Time of Expiry” means 5:00 p.m. (Toronto time) on the Expiry Date;

“TSXV” means the TSX Venture Exchange;

“TSXV Approval” means the conditional acceptance of the Offering by the TSXV;

“Underwriting Agreement” means the underwriting agreement to be entered into between the Underwriters and the Corporation in respect of the Offering;

“Underwriters” means, collectively, Cormark Securities Inc., Jacob Securities Inc. and Paradigm Securities Inc.;

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“Units” has the meaning ascribed to such term on the face page of this Subscription Agreement;

“U.S. Affiliate” means the U.S. registered broker-dealer affiliate of the Underwriters;

“U.S. Accredited Investor” means an institutional “accredited investor” who satisfies one or more of the criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act;

“U.S. Person” means a “U.S. person” as defined in Rule 902(k) of Regulation S;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Laws” means the U.S. Securities Act, the United States Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder and the applicable securities (“blue sky”) laws of the states of the United States;

“Warrant Indenture” means the indenture to be entered into between the Corporation and TMX Equity Transfer Services Inc., as trustee, governing the terms and conditions of the Warrants;

“Warrant Shares” has the meaning ascribed to such term on the face page of this Subscription Agreement; and

“Warrants” has the meaning ascribed to such term on the face page of this Subscription Agreement.

the Corporation having accepted this Subscription Agreement;

payment by the Subscriber of the Aggregate Subscription Price by certified cheque, money order, bank draft or other acceptable means in Canadian dollars payable to one of the Underwriters;

the Subscriber having properly completed, signed and delivered this Subscription Agreement and all applicable schedules (with payment) to:

if the Subscriber is resident in Canada, the Subscriber having properly completed, signed and delivered Schedule B;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber having properly completed, signed and delivered Schedule C;

the Subscriber having properly completed, signed and delivered Schedule D, including a completed and signed copy of Appendix A thereto, if applicable; and

the conditions of closing contained in the Underwriting Agreement having been satisfied or waived by the relevant party.

to receive certificates representing the Special Warrants (by way of electronic deposit with CDS or in physical form, as applicable), to execute on behalf of the Subscriber all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Special Warrants hereunder, to approve any opinion, certificate or other document addressed to the Subscriber and to exercise any rights of termination contained in the Underwriting Agreement;

to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber contained in this Subscription Agreement and in the Underwriting Agreement (or any ancillary or related document) that, in the opinion of the Lead Underwriter, is not prejudicial to the interests of the Subscriber;

to terminate or not deliver this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Lead Underwriter in its sole discretion may determine; and

without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend, as the case may be, the Underwriting Agreement.

each holder of Special Warrants will be entitled, on surrender of the certificates representing its Special Warrants (including electronic delivery via CDS, if applicable), to exercise such Special Warrants to acquire, without additional payment, the applicable number of Units at any time prior to the Time of Expiry; and

all of the Special Warrants that have not been exercised on or prior to the Time of Expiry will be exercised on behalf of the holder thereof by the Special Warrant Trustee, without any further action on the part of such holder, immediately before the Time of Expiry, for the applicable number of Units.

if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement is executed and is legally competent to execute, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder;

if the Subscriber is not an individual, the Subscriber has the requisite power, authority, legal capacity and competence to execute, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder, all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained and the individual signing this Subscription Agreement has been duly authorized;

if the Subscriber is a body corporate, the Subscriber is incorporated and validly subsisting under the laws of its jurisdiction of incorporation;

if the Subscriber is acting as principal, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against the Subscriber in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction);

if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in connection with such subscription on behalf of such principal, each of whom is subscribing as principal for its own account and not for the benefit of any other person, and this Subscription Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction) against, such principal;

the execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Special Warrants and the completion of the transactions contemplated hereby will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or a Disclosed Principal (if not an individual), the Securities Laws or any other applicable law, any agreement to which the Subscriber or a Disclosed Principal is a party or any applicable regulation, judgment, decree, order or ruling;

the Subscriber is not a person created or used solely to purchase or hold securities in order to comply with or rely upon an exemption from the prospectus requirements of applicable Securities Laws and except as disclosed in writing to the Corporation, the Subscriber does not act jointly or in concert with any other person or company for the purposes of acquiring securities of the Corporation;

if the Subscriber is not subscribing as principal, the Subscriber acknowledges that the Corporation and/or the Underwriters may be required by law to disclose to applicable securities regulatory authorities or stock exchanges information concerning the identities of each beneficial purchaser for whom the Subscriber is acting hereunder;

the Subscriber and, if applicable, each Disclosed Principal are resident, or if not an individual, has a head office, in the jurisdiction indicated on the face page of this Subscription Agreement as the “Subscriber’s Residential Address” and the “Disclosed Principal’s Residential Address”, respectively, such address was not created and is not used solely for the purpose of acquiring Special Warrants. The purchase by and sale to the Subscriber of the Special Warrants, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase or sale (whether with or with respect to the Subscriber or any Disclosed Principal) has occurred only in such jurisdiction;

if the Subscriber is resident in Canada, the Subscriber (or if applicable, the Disclosed Principal) is eligible to purchase the Special Warrants pursuant to an exemption from the prospectus requirements of the Canadian Securities Laws, and the Subscriber has completed, executed and delivered to the Corporation a Subscriber Certificate in the form attached hereto as Schedule B indicating that the Subscriber (or if applicable, the Disclosed Principal) fits within one of the prospectus exemption categories under applicable Canadian Securities Laws as set forth therein, and confirms the truth and accuracy of all representations, warranties and covenants made in such certificate as of the date of this Subscription Agreement and as of the Closing Time;

the Subscriber (or if applicable, the Disclosed Principal) acknowledges that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

there is no government or other insurance covering the Securities;

there are risks associated with the purchase of the Securities;

there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Canadian Securities Laws and, as a consequence of acquiring Securities pursuant to this exemption, certain protections, rights and remedies provided by the Canadian Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber (or any beneficial purchaser) is aware that the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and the Special Warrants may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and it acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber agrees to the additional terms included in Schedule C hereto;

if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber (and, if applicable, such beneficial purchaser) is a U.S. Accredited Investor purchasing the Special Warrants directly from the Corporation and the Subscriber has completed Schedule C hereto and identified in Schedule C the appropriate category of U.S. Accredited Investor that correctly and in all respects describes the Subscriber (and, if applicable, such beneficial purchaser);

unless the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person and the Subscriber has completed and delivered Schedule C hereto (in which case the Subscriber makes the representations, warranties and covenants therein), the Subscriber acknowledges and agrees that:

the Special Warrants have not been offered to the Subscriber or any beneficial purchaser for whom it is acting while the Subscriber or such beneficial person, if applicable, was in the United States, and the individuals making the order to purchase the Special Warrants and executing and delivering this Subscription Agreement for the account or benefit of the Subscriber or such beneficial purchaser were not in the United States when the order was placed or when this Subscription Agreement was executed and delivered;

the Subscriber is not in the United States or a U.S. Person and is not purchasing the Special Warrants for the account or benefit of a person in the United States or a U.S. Person;

the Subscriber is not purchasing the Special Warrants as the result of any directed selling efforts (as defined in Rule 902(c) of Regulation S under the U.S. Securities Act and, including, but not limited to, any press releases made by the Corporation relating to the proposed Offering of the Special Warrants or any report, notification or summary of the same) made in the United States by the Corporation, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing;

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; and

the Subscriber or any beneficial purchaser for whom it is acting, if applicable, has no intention to distribute either directly or indirectly any of the Special Warrants in the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws;

if the Subscriber (or any Disclosed Principal) is resident in or otherwise subject to the securities laws of any jurisdiction outside of Canada and the United States (the “International Jurisdiction”), then:

the Subscriber is not subject to Canadian Securities Laws;

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this subscription, if there are any;

the Corporation is offering and selling the Special Warrants and the Subscriber is purchasing the Special Warrants pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Corporation is permitted to offer and sell the Special Warrants and the Subscriber is permitted to purchase the Special Warrants under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions;

the applicable securities laws of the International Jurisdiction do not require the Corporation to prepare and/or file any documents or be subject to ongoing reporting requirements or seek any approvals of any kind whatsoever in respect of the offer and sale of the Special Warrants to the Subscriber from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (iii) and (iv) above to the satisfaction of the Corporation, acting reasonably;

the Subscriber understands that the sale of the Special Warrants is conditional upon such sale being exempt from the requirements to file and obtain a receipt for a prospectus or registration statement or to deliver an offering memorandum, and no prospectus or registration statement has been filed by the Corporation with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Special Warrants. As a result of acquiring the Special Warrants pursuant to such exemptions:

the Subscriber may be restricted from using some of the protections, rights and remedies otherwise available under Canadian Securities Laws, including statutory rights of rescission or damages in the event of a misrepresentation;

the Subscriber may not receive information that would otherwise be required to be provided to it under Canadian Securities Laws; and

the Corporation is relieved from certain obligations that would otherwise apply under Canadian Securities Laws;

the Subscriber has not received or been provided with a prospectus, registration statement or offering memorandum, within the meaning of Securities Laws, or any sales or advertising literature in connection with the Offering. The Subscriber’s decision to subscribe for the Special Warrants was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to fact made by or on behalf of the Corporation or the Underwriters and their respective directors, officers, employees, agents and representatives. The Subscriber’s decision to subscribe for the Special Warrants was based solely upon this Subscription Agreement, including the Term Sheet attached hereto as Schedule A, and information about the Corporation which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Underwriters);

the Underwriters, its counsel, Baker & McKenzie LLP, and counsel to the Corporation, Meretsky Law Firm, and their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed;

except for the Subscriber’s knowledge regarding its subscription for Special Warrants hereunder, the Subscriber has no knowledge of a “material fact” or a “material change” (as those terms are defined in applicable Canadian Securities Laws) in the affairs of the Corporation that has not been generally disclosed;

the Subscriber confirms that the Subscriber and, if applicable, each Disclosed Principal:

has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Securities;

is capable of assessing the proposed investment in the Securities as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable Canadian Securities Laws;

is aware of the characteristics of the Securities and the risks relating to an investment therein; and

is able to bear the economic risk of loss of its investment in the Securities;

the Subscriber understands that no securities commission, stock exchange, governmental agency, regulatory body or similar authority has made any finding or determination or expressed any opinion with respect to the merits of investing in the Special Warrants nor is there any government or other insurance covering the Special Warrants;

the Subscriber confirms that neither the Corporation nor the Underwriters nor any of their respective directors, employees, officers, representatives, agents or affiliates have made any representations (written or oral) to the Subscriber:

regarding the future value of the Securities;

that any person will resell or repurchase the Securities; or

that any person will refund the purchase price of the Securities other than as provided in this Subscription Agreement;

the Subscriber and, if applicable, each Disclosed Principal, understands that it may not be able to resell the Securities except in accordance with limited exemptions available under applicable Securities Laws, and that the Subscriber is solely responsible for (and neither the Corporation nor the Underwriters are in any way responsible for) the Subscriber’s and, if applicable, each Disclosed Principal’s compliance with applicable resale restrictions. The Subscriber will comply with all applicable Securities Laws concerning the subscription, purchase, holding and resale of the Securities and will not resell any of the Securities except in accordance with the provisions of applicable Securities Laws. The Subscriber acknowledges that it may not transfer Special Warrants to a U.S. Person or to a person in the United States or to or for the account or benefit of a U.S. Person or a person in the United States unless the Corporation consents in writing (such consent not to be unreasonably withheld or delayed) and, if requested by the Corporation, the Subscriber has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation stating such transfer would comply with the provisions of applicable Securities Laws;

the certificates representing (i) the Special Warrants, and (ii) the Common Shares and Warrants issued upon the exercise of the Special Warrants (if issued prior to the expiry of the applicable hold periods or the Qualification Date), and (iii) the Warrant Shares issued upon exercise of the Warrants (if the applicable Warrants and Warrant Shares are issued prior to the expiry of the applicable hold periods or the Qualification Date) will bear a legend substantially in the following form:

the Subscriber understands that the Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the U.S. Securities Act and all applicable state securities laws and, if requested by the Corporation, the holder has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation to such effect; provided, however, that an original Subscriber in the Offering that is in the United States or a U.S. Person will not be required to deliver an opinion of counsel in connection with the exercise of Special Warrants or Warrants purchased in the Offering by such original Subscriber that is in the United States or a U.S. Person, on its own behalf or on behalf of the original beneficial purchaser (if any), at a time when it and such beneficial purchaser (if any) are U.S. Accredited Investors;

unless the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person and has duly completed and executed Schedule C hereto, neither the Subscriber nor any person for whom it is acting will (i) offer, sell or otherwise dispose of the Securities in the United States or to, or for the benefit or account of, a person in the United States or a U.S. Person, or (ii) exercise the Special Warrants or Warrants in the United States, unless the Corporation has consented to such offer, sale, disposition or exercise (such consent not to be unreasonably withheld or delayed) and such offer, sale, disposition or exercise is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or the Corporation has filed, and the U.S. Securities and Exchange Commission has declared effective, a registration statement in respect of such Securities and, if applicable, has complied with the securities laws of all applicable states of the United States;

the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended from time to time (the “PCMLTFA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge: (i) none of the subscription funds to be provided by the Subscriber: (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction; or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and (ii) it shall promptly notify the Corporation if the Subscriber (including any Disclosed Principal) discovers that any of such representations cease to be true, and to provide the Corporation with appropriate information in connection therewith;

the Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Subscriber is contracting hereunder, acknowledges and consents to the fact that the TSXV, its affiliates, authorized agents, subsidiaries and divisions collect personal information in certain information forms which are submitted to the TSXV, including the forms attached hereto as Schedule B and D, and use such information for the following purposes:

(A) to conduct background checks, (B) to verify the personal information that has been provided about each individual, (C) to consider the suitability of the individual to act as an insider of an issuer, (D) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the issuer, or its associates or affiliates, (E) to conduct enforcement proceedings, and (F) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSXV, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada;

as part of the above-mentioned process, the TSXV also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished; and

the personal information the TSXV collects may also be disclosed:

to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

on the website of the TSXV or through printed materials published by or pursuant to the directions of the TSXV.

the Subscriber has not received and does not expect to receive any financial assistance from the Corporation directly or indirectly, in respect of the Subscriber’s purchase of the Special Warrants;

the Subscriber acknowledges that the Corporation may complete additional financings in the future to develop the proposed business of the Corporation and to fund its ongoing development. There is no assurance that such financings will be available and if available, will be on reasonable terms. Any such future financings may have a dilutive effect on current shareholders, including the Subscriber;

the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation or on radio, television or other form of telecommunication or any other form of advertisement (including electronic display or the Internet including but not limited to the Corporation’s website) or sales literature with respect to the distribution of the Special Warrants or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

other than the Underwriters, the Subscriber confirms that there is no person acting or purporting to act on behalf of the Subscriber (including any Disclosed Principal), if applicable, in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any other person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Special Warrants on account of the Subscriber’s subscription, the Subscriber covenants to indemnify and hold harmless the Corporation and the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defence thereof;

if required by Securities Laws or by any securities commission, stock exchange or other regulatory authority, the Subscriber and, if applicable, each Disclosed Principal will execute, deliver, file and otherwise assist the Corporation and/or the Underwriters in filing, such reports, undertakings and other documents with respect to the subscription for and issuance of the Securities;

the Subscriber confirms that it and, if applicable, each Disclosed Principal is responsible for obtaining its own legal, tax, investment and other professional advice with respect to the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder including the suitability of the Securities as an investment for the Subscriber and, if applicable, each Disclosed Principal, the tax consequences of purchasing and dealing with the Securities, and the resale restrictions and “hold periods” to which the Securities are or may be subject under Securities Laws. The Subscriber has not relied upon any statements made by or purporting to have been made on behalf of the Corporation, the Underwriters or their respective counsel with respect to such matters;

the Subscriber acknowledges that the Corporation’s counsel is acting solely as counsel to the Corporation and the Underwriters’ counsel is acting solely as counsel to the Underwriters and, in each case, not as counsel to the Subscriber or, if applicable, to any Disclosed Principal;

neither the Subscriber nor any Disclosed Purchaser is engaged in the business of trading in securities or exchange contracts as a principal or agent and does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent, or is otherwise exempt from any requirements to be registered as a dealer under National Instrument 31-103 – Registration Requirements and Exemptions; and

neither the Subscriber nor, if applicable, any Disclosed Principal will become a control person of the Corporation by virtue of its subscription for Special Warrants hereunder and neither the Subscriber nor, if applicable, any Disclosed Principal intends to act in concert with any other person or persons to form a control group of the Corporation.

in the case of the Corporation, to:

in the case of the Subscriber, at the address and facsimile number specified on the face page hereof, with a copy to:

Sphere 3D Corporation (the “Company”).

Treasury offering of 1,176,500 special warrants (the “Special Warrants”) before giving effect to the Underwriters’ Option.

$8.50 per Special Warrant.

$10,000,250.

The Company has granted the Underwriters an option (the “Underwriters’ Option”), exercisable in whole or in part, at the Issue Price at any time until the closing of the Offering, to purchase up to an additional 15% of the Offering (176,475 Special Warrants).

Each Special Warrant shall be issued under a special warrant indenture and shall entitle the holder thereof to receive, subject to adjustment in certain circumstances and the Penalty Provision (as defined below) and without payment of additional consideration, one unit of the Company (a “Unit”). Each Unit will be comprised of one common share (a “Common Share”) in the capital of the Company and one-half of one Common Share purchase warrant (each full warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share at a price of $11.50 for a period of two years following the Closing Date (as defined below). The Special Warrants will be exercisable by the holders thereof at any time after the Closing Date for no additional consideration.

All unexercised Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) at the earlier of:

the third business day following the date on which a final receipt (the “Final Receipt”) is obtained from the Ontario Securities Commission (the “OSC”), on behalf of the securities regulatory authorities in each of the Canadian Offering Jurisdictions (as defined below), for the filing of a (final) short form prospectus (the “Final Prospectus”) pursuant to National Instrument 44-101 qualifying for distribution the Common Shares and Warrants to be issued upon exercise or deemed exercise of the Special Warrants (the “Qualification Date”); and

4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date.

The net proceeds of the Offering will be used to advance to Overland Storage Inc. (“Overland”) an interim financing loan and for working capital purposes.

Offered on an underwritten private placement basis in: (i) each of the Provinces of British Columbia, Alberta, Ontario and such other provinces and territories of Canada as may be agreed by the Lead Underwriter and the Company (the “Canadian Offering Jurisdictions”); (ii) the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Application will be made to list the Common Shares underlying the Special Warrants and the Common Shares underlying the Warrants on the TSX Venture Exchange (the “TSXV”). The existing common shares of the Company are listed on the TSXV under the symbol “ANY”.

The Company is currently a reporting issuer under securities legislation in Ontario, Alberta and British Columbia. Until the Final Receipt is obtained, the Special Warrants (and any underlying securities) will be subject to a statutory hold period in Canada which extends to four months and one day after the Closing Date.

Eligible for RRSPs, RRIFs and TFSAs.

6% of the gross proceeds from the sale of the Special Warrants (including any exercise of the Underwriters’ Option).

The Company agrees not to issue any Common Shares or securities convertible into Common Shares for a period of 120 days from the closing of the Offering without the prior written consent of the Lead Underwriter, in all cases such consent not to be unreasonably withheld or delayed, except in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements; (ii) the exercise of outstanding warrants or convertible debt (including for greater certainty, the convertible debentures issued by the Company to Cyrus Capital L.P. and/or its affiliates (collectively, “Cyrus”) on March 21, 2014); (iii) the supply agreement dated July 21, 2013 between Overland and the Company; (iv) the acquisition of V3 Systems Inc. and transactions related thereto; and (v) the acquisition of Overland and transactions related thereto as more particularly set forth in the Agreement and Plan of Merger dated May 15, 2014 (including, for greater certainty, in connection with issuance of or assumption of the convertible debentures issued by Overland to Cyrus).

one of the following clauses (i), (ii) or (iii) applies:

the Subscriber is resident in or otherwise subject to the laws of the jurisdiction set out as the “Subscriber’s Residential Address” on the face page of the Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person;

the Subscriber is contracting hereunder on behalf of a Disclosed Principal and such Disclosed Principal is resident in or otherwise subject to the laws of the jurisdiction set out as the “Disclosed Principal’s Residential Address” on the face page of the Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person; or

the Subscriber is deemed to be purchasing as principal pursuant to NI 45-106 with respect to a purchase of the Special Warrants, by virtue of the fact that it is a trust company or trust corporation described in clause (p) of the definition of “accredited investor” in Section B below and is not a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, or by virtue of the fact that it is a person or company described in clause (q) of the definition of “accredited investor” in clause B below; and

one of the following clauses (i) or (ii) applies (check applicable category):

the Subscriber or the Disclosed Principal, as applicable, is, as of the date hereof, and will be, as of the Closing Date, an “accredited investor”, as such term is defined in NI 45-106, by virtue of the fact that the Subscriber or the Disclosed Principal, as applicable, falls within one or more of the following categories checked below:

if not purchasing under clause (i), above, the Aggregate Subscription Price of the Special Warrants purchased by the Subscriber or the Disclosed Principal, as the case may be, is not less than $150,000 paid in cash at the time of the distribution and the Subscriber or the Disclosed Principal, as the case may be, has not been created or used solely to purchase or hold securities in reliance on this exemption.

The Subscriber is (i) purchasing the Special Warrants as principal for its own account and not for the benefit of any other Person and it is an institutional “accredited investors” who satisfies one or more of the criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act) (a “U.S. Accredited Investor”); or (ii) subscribing for the Special Warrants as agent for a beneficial purchaser disclosed on the execution page of this Subscription Agreement, in a transaction in which the Subscriber is exercising sole investment discretion with respect to the purchase of the Special Warrants and the Subscriber and each disclosed purchaser for whom it is acting is a U.S. Accredited Investor and is purchasing as principal for its own account and not for the benefit of any other person; and the Subscriber has initialled the category of U.S. Accredited Investor applicable to the Subscriber and any beneficial purchaser below.

The Subscriber (and, if the Subscriber is acting on behalf of a beneficial purchaser, such beneficial purchaser) is a U.S. Accredited Investor as a result of satisfying the requirements of the paragraphs below that the Subscriber has indicated (the line identified as “BP” is to be initialled by the undersigned if the beneficial purchaser, if any, satisfies the requirements of the corresponding paragraph).

The Subscriber has not purchased the Special Warrants as a result of any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

The Subscriber has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Special Warrants and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment in the Special Warrants.

The Subscriber understands and acknowledges that none of the Securities have been or will be registered under the U.S. Securities Act or the securities laws of any state, and that the Special Warrants are being offered and sold to a limited number of U.S. Accredited Investors in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws; accordingly, the Securities are or will be when issued, as applicable, “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

The Subscriber, and each beneficial purchaser, if any, is acquiring the Special Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of Special Warrants in violation of United States federal or state securities laws, and the Subscriber acknowledges that the exemption from registration under the U.S. Securities Act and applicable state securities laws depends, among other things, upon the bona fide nature of the investment intent expressed herein.

The Subscriber understands that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Securities they may be offered, sold, pledged or otherwise transferred only (i) to the Corporation, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) pursuant to a registration statement that has been declared effective under the U.S. Securities Act and is available for resale of the Securities, or (iv) in compliance with an exemption from registration under the U.S. Securities Act including Rule 144 or Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws. The Subscriber further understands and agrees that in the event of a transfer pursuant to the foregoing clause (ii) or (iv), the Corporation will require a legal opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Corporation that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

The Subscriber understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Securities and all certificates issued in exchange therefore or in substitution thereof, will bear the following legends (in addition to those set forth in Section 10(y) of the Subscription Agreement):

The Subscriber understands that the Special Warrants and Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the U.S. Securities Act and all applicable state securities laws and the holder has delivered to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation to such effect; provided, however, that an original Subscriber in the Offering that is in the United States or a U.S. Person will not be required to deliver an opinion of counsel in connection with the exercise of Special Warrants or Warrants purchased or acquired in the Offering by such original Subscriber that is in the United States or a U.S. Person, on its own behalf or on behalf of the original beneficial purchaser (if any), at a time when it and such beneficial purchaser (if any) are U.S. Accredited Investors.

The Subscriber understands that all certificates representing the Warrants will bear the following legend:

The Subscriber consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer and exercise with respect to the Securities set forth and described herein.

The Subscriber understands that the Corporation (i) is under no obligation to remain a “foreign issuer” (as defined in Rule 902(e) of Regulation S), (ii) may not be a “foreign issuer” at a time when the Subscriber wishes to transfer the Securities, and (iii) may engage in one or more transactions which could cause the Corporation not to be a “foreign issuer”. The Subscriber further understands and acknowledges that the loss of the Corporation’s “foreign issuer” status would impede the Subscriber’s ability to remove the restrictive U.S. legend from the Securities in connection with any resale outside the United States.

The Subscriber understands that the Corporation is not obligated to file and, except as disclosed in its publicly filings made on SEDAR (www.sedar.com), has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Securities in the United States.

The Subscriber understands and agrees that the financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies.

The Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding, exercise or disposition of the Securities. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of its acquisition, holding, exercise or disposition of the Securities, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences to it with respect to its investment, including whether the Corporation will at any given time be deemed a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

The Subscriber is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Corporation is organized under the laws of Canada; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Corporation and such persons may be located outside the United States.

The office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Special Warrants is the address listed as the “Subscriber’s Residential Address” on the face page of the Subscription Agreement.

that the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber's name and other information relating to the subscription agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the Aggregate Subscription Price to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and provide the Issuer with appropriate information in connection therewith

The provisions of this Representation Letter will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Date.

has previously filed with the TSX Venture Exchange (the “TSXV”) a Form 4C, Corporate Placee Registration Form, represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the TSXV up to the date hereof; or

hereby delivers a completed Form 4C, Corporate Placee Registration Form, in the form attached as Appendix A to this Schedule C to the Corporation for filing with the TSXV.

does not own directly or indirectly, or exercise control or direction over, any common shares of the Corporation or securities convertible into common shares of the Corporation; or

owns directly or indirectly, or exercises control or direction over, outstanding common shares of the Corporation and convertible securities entitling the Subscriber to acquire additional common shares of the Corporation which, if converted, in the aggregate would represent common shares of the Corporation.

a director or senior officer of the Corporation;

a director or senior officer of a company that is itself an Insider or subsidiary of the Corporation;

a person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10% of the voting rights attached to all the Corporation’s outstanding voting shares; or

the Corporation itself if it holds any of its own securities; or

subject to subparagraphs (2), (3) and (4), either individually or as a group:

the member (i.e. a member of the TSXV under TSXV requirements);

employees of the member;

partners, officers or directors of the member;

affiliates of the member; and

associates of any parties referred to in subparagraphs (a) through (d);

the TSXV may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is not acting at arm’s length with the member;

the TSXV may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is acting at arm’s length with the member;

the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that:

the person is an affiliate or associate of the member acting at arm’s length of the member;

the associate or affiliate has a separate corporate and reporting structure;

there are sufficient controls on information flowing between the member and the associate or affiliate; and

the member maintains a list of such excluded persons; or

Placee Information:

Name: __________________________________________________________________________________________

Complete Address:  ________________________________________________________________________________

Jurisdiction of Incorporation or Creation: ________________________________________________________________

(a)

Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)?_____________________________

If the answer to 2(b) above was “Yes”, the undersigned certifies that:

it is purchasing securities of the Corporation on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

it was not created solely or primarily for the purpose of purchasing securities of the Corporation;

the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Corporation, and the persons that carry on investor relations activities for the Corporation has a beneficial interest in any of the managed accounts for which it is purchasing.

If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee:

If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

Acknowledgement - Personal Information and Securities Laws

“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.