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6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2015

Commission File Number: 001-36532

Sphere 3D Corp.

240 Matheson Blvd. East

Mississauga, Ontario, Canada, L4Z 1X1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. ¨ Form 20-F x Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

SUBMITTED HEREWITH


Exhibits

99.1		News Release dated March 23, 2015

99.2		Notice Under 4.9 of NI 51-102

99.3		Certificate and Articles of Amalgamation

99.4		By-Law Certificate

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SPHERE 3D CORP.

Date: March 24, 2015	/s/ Eric Kelly
	Name:	Eric Kelly

	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

LOGO

Sphere 3D Will Begin Trading on New CUSIP Number Tuesday March 24, 2015

SAN JOSE, CA – March 23, 2015 – Sphere 3D Corporation (NASDAQ: ANY), a virtualization and data management solutions provider, today announced that its common stock will begin trading on a new CUSIP number on the NASDAQ Global Market tomorrow, March 24, 2015. In addition, the Company will change its name from Sphere 3D Corporation to Sphere 3D Corp. upon completion of a short-form amalgamation with a wholly owned subsidiary.

About Sphere 3D

Sphere 3D Corporation (NASDAQ: ANY) is a virtualization technology and data management solutions provider with a portfolio of workload-optimized solutions that address IT needs for delivering productivity through workspace and data infrastructure and management. Dedicated to continue to lead through innovation, Sphere 3D enables the integration of virtual applications, virtual desktops, and storage into workflow, and allows organizations to deploy a combination of public, private or hybrid cloud strategies. Sphere 3D’s Glassware 2.0^® platform delivers virtualization of some of the most demanding applications in the marketplace today, making it easy to move applications from a physical PC or workstation to a virtual environment. Sphere 3D’s V3 hyper-converged infrastructure solutions include one of the industry’s first purpose-built appliances for virtual workspace workloads and the Desktop Cloud Orchestrator™ management software for VDI. Overland Storage and Tandberg Data, wholly-owned subsidiaries of Sphere 3D, provide an integrated range of technologies and services for primary, nearline, offline, and archival data storage that make it easy and cost-effective to manage different tiers of information over the data lifecycle. For more information, visit www.sphere3d.com.

Media Contact:

Pattie Adams

Director, Global Corporate Communications

+1 408/283-4779

pattie.adams@sphere3d.com

Investor Contact:

MKR Group Inc.

Todd Kehrli or Jim Byers

+1 323/468-2300

any@mkr-group.com

EX-99.2

Exhibit 99.2

LOGO

Notice of Change in Corporate Structure Pursuant to Section 4.9 of

National Instrument 51-102 – Continuous Disclosure Obligations

Item 1

Names of the parties to the transaction

Sphere 3D Corporation (“S3D”) and 2458417 Ontario Inc. (“2458417”)

Item 2

Description of the transaction

On March 24, 2015, S3D amalgamated with its wholly-owned subsidiary, 2458417, in accordance with the terms of subsection 177(1) of the Business Corporations Act (Ontario) (the “Amalgamation”) and is continuing as one corporation under the name “Sphere 3D Corp.” (the “Amalgamated Corporation”).

Except for the name change from “Sphere 3D Corporation” to “Sphere 3D Corp.”, the by-laws and the articles of amalgamation of the Amalgamated Corporation are the same as the by-laws and articles of S3D. No securities were issued by the Amalgamated Corporation in connection with the Amalgamation.

Item 3

Effective date of the transaction

March 24, 2015.

Item 4

Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

Prior to the Amalgamation, S3D was a reporting issuer in the provinces of Ontario, British Columbia and Alberta. The Amalgamated Corporation is the entity that continues following the Amalgamation and continues to be a reporting issuer in the provinces of Ontario, British Columbia and Alberta.

Item 5

Date of the reporting issuer’s first financial year-end after the transaction

Not applicable.

Item 6

Periods, including comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction

Not applicable.

Item 7

Documents filed under National Instrument 51-102 that described the transaction and where those documents can be found in electronic format

Not applicable.

EX-99.3

Exhibit 99.3

LOGO

For ministry Use Only Ontario Corporation Number
A I’usage exclusif du ministere Numero de la societe on Ontario
Ministry of WAUnM 1933033
— • ~— X ^
CERTIFICATE CERTIFICAT
TMsiatooHiHythatttwM Ceacertftiqu*tMpr*Mntt arttdM «f» aflecUva oo struts «mm«ivlgMur to
MARCH 24 MAR3# 3P1S
rrintrm
ARTICLES OF AMALGAMATION STATUTS DE FUSION
1. The name ofthe amalgamated corpora** is: (S«t out In BLOCK CAPITAL LETTERS)
Denomination sodate de li sodAtt Issue de la fliston: (fecrtra an LETTRES MAJUSCULES SELftiEMENT):
s p H E R —
E 3 D C O R P * ...
1
2. The address of the registered office is: Adretse du sMge sodal:
240 MATHESON BLVD. EAST
Straal * Number or RR Number a I MuiB-Offlce BuMng ghm Room No. /
Rm at numfeo ou num*ro da la RR at, rt a’ag* tfun tdtfoe * bureaux. numtro du bureau
MISSISSAUGA ONTARIO L 4 z ljxl 1
Mama o< Municipality or Poat OMoa 1 Nom da la muntdpaM ou du bmau da poata Poatal Coda^Code poatat
3. Number of directors Is: Find numbar Nombre d’sdmintstrsleurs: Nombretaa OR minimum and maximum OU mMmun at maidtnutn 1
Form 4 Bustne&M Corporations Act
Formula 4 Loi stir lea sooitdaper actions
. 10
4. The directors) l«/»re: / Adminislrat aur(«) Flm name, nttdta namaaand surname Pfioom, autra* pr*nom» at nom da famSa
ddnaa far aervtaa, giving streets No. «RR No, MunlcfpalRy. Province. Country and PoaM Coda
amide Mu. y comprt* la nia at la mmalro ou la numfco da la RR, le nom da Is muoidpatite, la pronrinca. la pays at la coda poalai
307 Pheasant Run Drive Danville, CA 94506 USA
8128 Vineyard Drive Paso Robles, CA 93446 USA
No
No
Eric L. Kelly
150 King Street West, Suite 2308 Toronto, ON M5H 1J9
Yes
Peter Ashkin
Glenn Bowman
07121 (301105)
CQuaart’a Printer for Ontario, 2011 / Omprimaurde la Ralna pour r Ontario. 2011
Page 1 oOdaS

LOGO

4. The director(s) is/are:
Administrateur(s):
First name, middle names and surname
Prenom, autres prenoms et nom de famille Address for services, giving street & No. or R.R. No., Municipality, Province, Country and Postal code. Domiclle elu, y compris la rue at le numero ou le numero de la R.R., le nom de la municipalite, le pays el le code postal Residant Canadian State ‘Yes’ or ‘No’ Residant Canadian OuvNon
Daniel Bordessa Box 31059 No
Grand Cayman, Cayman Islands
Mario Biasini 305 Sabel Street Yes
Oakville, ON L6L 3W2
Vivekanand Mahadevan 315 Franklin St. No
Mountain View, CA 94041 USA
Peter Tassiopoulos 9Pembury Drive Yes
Toronto, ON M4N 3K4

LOGO

5. Method of amalgamation, check A or B
Methode choisie pour la fusion – Cocher A or B :
A – Amalgamation Agreement/Convention de fusion:
[ ] The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporation as required by subsection 176 (4) of the Business Corporation Act on the date set out below.
Or
Ou
B – Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries / Fusion d’ure société mere avoc une ou piusieurs de see filliaies ou fusion de filliaies:
[ ] The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporation Act on the date set out below.
Les administrateurs de chaque société qui fusionne ont approuvé la fusion par vole de resolution conformement a l’article 177 de la Loi sur les société par actions a la date mentionéé cl-dessous.
The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent assentiellement les dispositions des statuts constitutifs de
SPHERE 3D CORPORATION
And are more particularly set out in these articles/
El sont énoncés textueliement aux presents slatuts.
Names of amalgamating corporations Ontario Corporation Number Date of Adoption/Approval
Date d’edoption ou d’approbation
Dénomination socials des societies qui fusionnent Numéro de la société en Ontario Year Month Day
Année mois jour
SPHERE 3D CORPORATION 1723023 2015-02-27
2458417 2458417 2015-03-19

LOGO

6. Restrictions, if any, on because the corporation may carry on or on powers the corporation may exercise. Limites, s’ll a lieu, imposes aux commerciales ou aux pouvoirs de la societe.
7. The classes and any maximum number of shares that the corporation is authorized to issue: Categories at nombre maximal, s’ll y a lieu, d’actions que is societe est authorisee a emettre:
One class of shares in an unlimited number to be designated as common shares.
07121 (201105)
Page 3

8.	Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

Droits, priviléges, restrictions et conditions, s’il y a lieu, rattachés á chaque catégorie d’actions et pouvoirs des administrateurs relatifs á chaque catégorie d’actions qui peut être émise en série:

1. Dividends

1.1. The holders of common shares shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the Board of Directors of the Corporation out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board of Directors may from time to time determine, and all dividends which the Directors may declare on the common shares shall be declared and paid in equal amounts per share on all common shares at the time outstanding.

2. Dissolution

2.1. In the event of the dissolution, liquidation or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the common shares shall be entitled to receive the remaining property and assets of the Corporation.

3. Voting Rights

3.1. The holders of the common shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall have one vote for each common share held at all meetings of the shareholders of the Corporation.


07121 (201105)		Page 4 of/de 6

9.	The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:

L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les sulvantes :

None

10.	Other provisions, (if any):

Autres dispositions, s’il y a lieu :

None

11.	The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A”.

Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les sociétés par actions constituent l’annexe A.

12.	A copy of the amalgamation agreement or directors’ resolutions (as the case may be) is/are attached as Schedule “B”.

Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) l’annexe B.


07121 (201105)		Page 5 of/de 6

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name of each corporation, the signatories name and description of office (e.g. president, secretary). Only a director or authorized signing officer can sign on behalf of the corporation. / Nom et signature originale d’un administrateur ou d’un signataire autorisé de chaque société qui fusionne. Indiquer la dénomination sociate de chaque société, le nom du signataire et sa fonction (p. ex.: président, secrétaire). Seul un administrateur ou un dirigeant habilité peut signer au nom de la société.


SPHERE 3D CORPORATION
Names of Corporations / Dénomination sociate des sociétés

By / Par

/s/ Eric Kelly	Eric Kelly	Chief Executive Officer
Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction

2458417 ONTARIO INC.
Names of Corporations / Dénomination sociate des sociétés

By / Par

/s/ Eric Kelly	Eric Kelly	President
Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction


Names of Corporations / Dénomination sociate des sociétés

By / Par


Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction


Names of Corporations / Dénomination sociate des sociétés

By / Par


Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction


Names of Corporations / Dénomination sociate des sociétés

By / Par


Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction

SCHEDULE “A”

Statement of Director or Officer

Under Subsection 178(2) of

the Business Corporations Act (Ontario)

I am a director of 2458417 Ontario Inc. and a director of Sphere 3D Corporation. I have conducted such examinations of the books and records of 2458417 Ontario Inc. and Sphere 3D Corporation (the “Amalgamating Corporations”) as are necessary to enable me to make this statement. This statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario). In my capacity as a director of 2458417 Ontario Inc. and a director Sphere 3D Corporation, I state that:

1.	There are reasonable grounds for believing that:

(a)

each of the Amalgamating Corporations is, and the corporation continuing from the amalgamation of the Amalgamating Corporations (the “Corporation”) will be, able to pay its liabilities as they become due, and

(b)

the realizable value of the Corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes.

2.	There are reasonable grounds for believing that no creditor of the Amalgamating Corporations will be prejudiced by the amalgamation.

3.	No creditor of either of the Amalgamating Corporations has notified either of the Amalgamating Corporations that such creditor objects to the amalgamation.


DATED March 23, 2015.

	/s/ Eric Kelly
	Name:	Eric Kelly

	Title:	Director

SCHEDULE “B – 1”

CERTIFIED EXTRACT OF A SPECIAL TELEPHONE MEETING OF THE BOARD OF

DIRECTORS OF

SPHERE 3D CORPORATION

(the “Corporation”)

“APPROVAL OF AMALGAMATION AND NAME CHANGE

Mr. Tassiopoulos then reviewed the Corporation’s plans to form a subsidiary and complete a short form amalgamation with the subsidiary in order to change the name of the Corporation. He and Mr. Sieben reviewed with the Board the currently anticipated terms of such transactions. Questions were asked and discussion ensued. After discussion, upon motion duly made and seconded, the following recitals and resolutions were unanimously approved:

WHEREAS, the Corporation plans to form a subsidiary (the “Target”) under Ontario law so that the Corporation owns one hundred percent (100%) of the issued and outstanding common shares of the Target;

WHEREAS, the Board was presented with the form of Articles of Amalgamation attached hereto as Exhibit A (the “Articles of Amalgamation”) pursuant to which (i) the Corporation has agreed to amalgamate with the newly formed Target under subsection 177(1) of the OBCA (the “Amalgamation”) and (ii) the Amalgamated Corporation (as defined below) will bear the name “Sphere 3D Corp.” (the “Name Change”);

WHEREAS, the Board was presented with forms of certain other transaction documents required in connection with the approval of the Amalgamation and Name Change pursuant to Section 178 of the OBCA, including the statutory declarations (collectively, the “Other Amalgamation Documents”); and

WHEREAS, the Board deems it advisable and in the best interests of the Corporation to (i) approve the Articles of Amalgamation and the Other Amalgamation Documents and file them, as appropriate, with the Ontario Ministry of Government Services and (ii) consummate the Amalgamation and Name Change contemplated thereby.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation is authorized to consummate the Amalgamation and Name Change contemplated thereby in accordance with the terms of the Articles of Amalgamation and subsection 177 (1) of the OBCA and continue as one corporation under the name Sphere 3D Corp. (the “Amalgamated Corporation”);

RESOLVED FURTHER, that, with the exception of the Name Change, the Articles of Amalgamation of the Amalgamated Corporation will be the same as the articles of the Corporation;

RESOLVED FURTHER, that Board hereby approves the filing of the Articles of Amalgamation and the Other Amalgamation Documents, as appropriate, with the Ontario Ministry of Government Services;

RESOLVED FURTHER, that the by-laws of the Amalgamated Corporation will be the by-laws of the Corporation;

RESOLVED FURTHER, that upon Amalgamation, all shares of the Target will be cancelled without any repayment of capital in respect of the shares. None of the shares of the Corporation will be cancelled;

RESOLVED FURTHER, that no securities will be issued by the Amalgamated Corporation in connection with the amalgamation and the stated capital of the Amalgamated Corporation will be the same as the stated capital of the Corporation;

RESOLVED FURTHER, that the Authorized Officers and Directors be, and each of them hereby is, authorized to negotiate, execute, and deliver, for, on behalf and in the name of the Corporation, the Articles of Amalgamation and the Other Amalgamation Documents and any related documents, each with such terms and conditions as the Authorized Officer or Director executing such agreements may approve, such approval to be conclusively evidenced by the execution thereof, and that each Authorized Officer or Director is hereby authorized, by and on behalf of the Corporation, to make, execute, and deliver such revisions and/or amendments thereto and other related agreements, certificates, instruments, or documents as any of such agreements contemplate, or as the Authorized Officer or Director may otherwise deem appropriate, the execution of any such further revisions, amendments, agreements, certificates, instruments, or documents to be conclusive evidence of the appropriateness thereof;

RESOLVED FURTHER, that the Authorized Officers and Directors be, and each of them hereby is, authorized, for, on behalf and in the name of the Corporation, to do or to cause to be done any and all such acts and things as they, or any of them, may deem necessary or advisable to make effective or to implement the Amalgamation and Name Change and the transactions contemplated by the Articles of Amalgamation and the Other Amalgamation Documents, including (i) filing or causing to be filed the Articles of Amalgamation and the Other Amalgamation Documents with the Ontario Ministry of Government Services and (ii) executing, certifying, delivering, filing and recording any and all certificates, documents, and instruments required to be executed, certified, delivered, filed, or recorded in order to consummate the Amalgamation and Name Change; and

RESOLVED FURTHER, that any action as may have been taken or caused to be taken by any of the Authorized Officers and Directors of the Corporation prior to the date hereof, which action was taken in connection with the negotiation or preparation of the Articles of Amalgamation and the Other Amalgamation Documents and any and all agreements, instruments, certificates, and other documents in connection with the matters contemplated by the preceding resolutions, be and hereby is, ratified, confirmed and approved as the act and deed of the Corporation.”

The undersigned, Kurt Kalbfleisch, Chief Financial Officer of Sphere 3D Corporation, hereby certifies that the foregoing is a true extract of the minutes of meeting, held by telephone, which were duly passed by the directors of Sphere 3D Corporation on February 27, 2015 and that the said minute of meeting are in full force and effect and unamended as of the date hereof.

DATED March 23, 2015.

/s/ Kurt Kalbfleisch

Kurt Kalbfleisch

Chief Financial Officer

SCHEDULE “B – 2”

UNANIMOUS WRITTEN CONSENT OF

THE BOARD OF DIRECTORS OF

2458417 ONTARlO INC.

March 19, 2015

The undersigned, constituting all of the members of the Board of Directors (the “Board”) of 2458417 Ontario Inc., an Ontario corporation (the “Corporation”), acting pursuant to the authority of Section 129 of the Business Corporations Act (Ontario) (the “OBCA”), hereby adopts the following recitals and resolutions:

APPROVAL OF AMALGAMATION

WHEREAS, Sphere 3D Corporation, an Ontario corporation (“Parent”), owns one hundred percent (100%) of the issued and outstanding common shares of the Corporation;

WHEREAS, the Board was presented with the form of Articles of Amalgamation attached hereto as Exhibit A (the “Articles of Amalgamation”) pursuant to which the Corporation has agreed to amalgamate with the Parent under subsection 177(1) of the OBCA (the “Amalgamation”);

WHEREAS, the Board was presented with forms of certain other transaction documents required in connection with the approval of the Amalgamation pursuant to Section 178 of the OBCA, including the statutory declarations (collectively, the “Other Amalgamation Documents”); and

NOW, THEREFORE, BE IT RESOLVED, that the Corporation is authorized to consummate the Amalgamation contemplated thereby in accordance with the terms of the Articles of Amalgamation and subsection 177 (1) of the OBCA and continue as one corporation under the name Sphere 3D Corp. (the “Amalgamated Corporation”);

RESOLVED FURTHER, that, with the exception of the name, the Articles of Amalgamation of the Amalgamated Corporation will be the same as the articles of the Parent;

RESOLVED FURTHER, that the Board hereby approves the filing of the Articles of Amalgamation and the Other Amalgamation Documents, as appropriate, with the Ontario Ministry of Government Services;

RESOLVED FURTHER, that the by-laws of the Amalgamated Corporation will be the by-laws of the Parent;

RESOLVED FURTHER, that upon Amalgamation, all shares of the Corporation will be cancelled without any repayment of capital in respect of the shares;

RESOLVED FURTHER, that the officers and the directors of the Corporation (collectively, the “Authorized Officers and Directors”) be, and each of them hereby is, authorized to negotiate, execute, and deliver, for, on behalf and in the name of the Corporation, the Articles of Amalgamation and the Other Amalgamation Documents and any related documents, each with such terms and conditions as the Authorized Officer executing such agreements may approve, such approval to be conclusively evidenced by the execution thereof, and that each Authorized Officer is hereby authorized, by and on behalf of the Corporation, to make, execute, and deliver such revisions and/or amendments thereto and other related agreements, certificates, instruments, or documents as any of such agreements contemplate, or as the Authorized Officer may otherwise deem appropriate, the execution of any such further revisions, amendments, agreements, certificates, instruments, or documents to be conclusive evidence of the appropriateness thereof;

RESOLVED FURTHER, that the Authorized Officers and Directors be, and each of them hereby is, authorized, for, on behalf and in the name of the Corporation, to do or to cause to be done any and all such acts and things as they, or any of them, may deem necessary or advisable to make effective or to implement the Amalgamation and the transactions contemplated by the Articles of Amalgamation and the Other Amalgamation Documents, including (i) filing or causing to be filed the Articles of Amalgamation and the Other Amalgamation Documents with the the Ontario Ministry of Government Services and (ii) executing, certifying. delivering, filing and recording any and all certificates, documents, and instruments required to be executed, certified, delivered, filed, or recorded in order to consummate the Amalgamation; and

GENERAL RESOLUTIONS

RESOLVED, that the Authorized Officers and Directors, acting alone or together, be, and each of them hereby is, authorized and empowered, in the name and on behalf of the

Corporation, to take all such other actions and execute and deliver all such other agreements, instruments, and documents as the officer or officers taking such actions or executing such agreements, instruments, or documents shall deem necessary or desirable in order to carry out and perform the purposes of the foregoing resolutions, the taking of such actions or the execution and delivery of such agreements, instruments, or documents by any officer pursuant to this or any of the foregoing resolutions to be conclusive evidence of the necessity or desirability thereof and of the authorization by the Board; and

RESOLVED FURTHER, that any and all actions previously taken by any Authorized Officer prior to the date hereof in furtherance of the foregoing resolutions be, and such actions hereby are, ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Action By Written Consent as of the date first written above.

/s/ Eric L. Kelly

Eric L. Kelly

Peter Tassiopoulos

Signature page - Directors Amalgamation Consent

IN WITNESS WHEREOF, the undersigned have executed this Action By Written Consent as of the date first written above.

Eric L. Kelly

/s/ Peter Tassiopoulos

Peter Tassiopoulos

Signature page - Directors Amalgamation Consent

EX-99.4

Exhibit 99.4

LOGO

BY-LAW CERTIFICATE

SPHERE 3D CORP.

(the “Corporation”)

The Corporation was formed by the amalgamation of Sphere 3D Corporation (“Parent”) and 2458417 Ontario Inc. (“Subsidiary”) pursuant to certificate and articles of amalgamation dated March 24, 2015. The resolutions of the directors of the Parent and the Subsidiary specified that the by-laws of the Parent would be the by-laws of the Corporation. Following the amalgamation, By-law No. 1 of the Parent, attached to this certificate as Schedule “A”, were made By-Law No. 1 of the Corporation by the directors of the Corporation.

DATED March 24, 2015.


(signed) Kurt Kalbfleisch
Name:		Kurt Kalbfleisch
Title:		Chief Financial Officer

BY-LAW NO. 1

Business Corporations Act (Ontario)

A by-law relating generally to the regulation of the business and affairs of

Sphere 3D Corporation

(“Corporation”)

TABLE OF CONTENTS


Section I DEFINITIONS AND INTERPRETATION			1
	1.1	Definitions	1
	1.2	Certain Rules of Interpretation	1
Section II DIRECTORS			1
	2.1	Quorum	1
	2.2	Qualification	2
	2.3	Election and Term	2
	2.4	Removal of Directors	2
	2.5	Vacation of Office	2
	2.6	Vacancies	2
	2.7	Remuneration and Expenses	3
	2.8	Appointment of Additional Directors	3
Section III MEETINGS OF DIRECTORS			3
	3.1	Meetings by Telephone, Electronic or Other Communication Facility	3
	3.2	Place of Meetings	3
	3.3	Calling of Meetings	3
	3.4	Notice of Meeting	4
	3.5	Waiver of Notice	4
	3.6	First Meeting of New Board	4
	3.7	Adjourned Meeting	4
	3.8	Regular Meetings	4
	3.9	Chairman of Meetings of the Board	4
	3.10	Votes to Govern	4
	3.11	One Director Meeting	5
	3.12	Resolution in Writing	5
Section IV COMMITTEES			5
	4.1	Committee of Directors	5
	4.2	Audit Committee	5
	4.3	Transaction of Business	5
	4.4	Procedure	5
Section V OFFICERS			5
	5.1	Appointment	5
	5.2	Chairman of the Board	6
	5.3	Managing Director	6
	5.4	President	6
	5.5	Vice-President	6
	5.6	Secretary	7
	5.7	Treasurer	7
	5.8	Powers and Duties of Other Officers	7
	5.9	Variation of Powers and Duties	7
	5.10	Term of Office	7
	5.11	Agents and Attorneys	7
	5.12	Fidelity Bonds	7
Section VI PROTECTION OF DIRECTORS AND OFFICERS			8


	6.1	Limitation of Liability	8
	6.2	Indemnity	8
	6.3	Insurance	9
Section VII MEETINGS OF SHAREHOLDERS			9
	7.1	Annual Meetings	9
	7.2	Special Meetings	10
	7.3	Place of Meetings	10
	7.4	Meetings by Telephone, Electronic or Other Communication Facility	10
	7.5	Notice of Meetings	10
	7.6	List of Shareholders Entitled to Notice	10
	7.7	Record Date for Notice	11
	7.8	Meetings Without Notice	11
	7.9	Chairman, Secretary and Scrutineers	11
	7.10	Persons Entitled to be Present	11
	7.11	Quorum	11
	7.12	Entitlement to Vote	12
	7.13	Proxies	12
	7.14	Time for Deposit of Proxies	12
	7.15	Joint Shareholders	12
	7.16	Votes to Govern	12
	7.17	Show of Hands	12
	7.18	Ballots	13
	7.19	Voting While Participating Electronically	13
	7.20	Resolution in Writing	13
Section VIII SECURITIES			13
	8.1	Registration of Transfer	13
	8.2	Transfer Agents and Registrars	13
	8.3	Lien on Shares	14
	8.4	Enforcement of Lien	14
	8.5	Security Certificates	14
	8.6	Replacement of Security Certificates	14
	8.7	Joint Shareholders	15
	8.8	Representatives of Security Holders	15
Section IX DIVIDENDS AND RIGHTS			15
	9.1	Dividends	15
	9.2	Dividend Cheques	16
	9.3	Non-Receipt of Cheques	16
	9.4	Record Date for Dividends and Rights	16
	9.5	Unclaimed Dividends	16
Section X GENERAL			16
	10.1	Execution of Instruments	16
	10.2	Electronic Signatures	17
	10.3	Voting Rights in other Corporations	17
Section XI NOTICES			17
	11.1	Method of Sending Notice	17
	11.2	Notice by Electronic Communications	18
	11.3	Notice to Joint Shareholders	18

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11.4	Computation of Time	18
11.5	Undelivered Notices	18
11.6	Omissions and Errors	18
11.7	Persons Entitled by Operation of Law	18
11.8	Waiver of Notice	19
11.9	Execution of Notices	19
11.10	Proof of Service	19

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SECTION I

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this by-law and in all other by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Business Corporations Act (Ontario) as amended or re-enacted from time to time and includes the regulations made pursuant thereto.

“board” means the board of directors of the Corporation.

“by-laws” means all by-laws of the Corporation.

“director” means a director of the Corporation.

“non-business day” means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Ontario).

“number of directors” means the number of directors provided for in the articles or, where a minimum and maximum number of directors is provided for in the articles, the number of directors determined by a special resolution or resolution of the board where it is empowered by special resolution to determine the number of directors.

1.2 Certain Rules of Interpretation

(a)

All terms used in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act.

(b)

In all by-laws, the singular shall include the plural and the plural shall include the singular and words in one gender include all genders.

(c)

Headings used in the by-laws are for convenience of reference only and shall not affect the construction or interpretation of the by-laws.

(d)

If any of the provisions contained in this by-law are inconsistent with those contained in the articles or a unanimous shareholder agreement, the provisions contained in the articles or unanimous shareholder agreement, as the case may be, shall prevail.

SECTION II

DIRECTORS

2.1 Quorum

The quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors. If, however, the Corporation has fewer than three directors, all directors must be present at any meeting of the board to constitute a quorum.

2.2 Qualification

No person shall be qualified for election as a director if that person: (a) is less than 18 years of age; (b) has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; (c) is not an individual; or (d) has the status of a bankrupt. A director need not be a shareholder. At least 25% of the directors shall be resident Canadians. However, if the Corporation has fewer than four directors, at least one director shall be a resident Canadian.

2.3 Election and Term

The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders. A director not elected for an expressly stated term shall cease to hold office at the close of the first annual meeting following election or appointment. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

2.4 Removal of Directors

Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at an annual or special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors.

2.5 Vacation of Office

A director ceases to hold office when that director: (a) dies; (b) is removed from office by the shareholders; or (c) ceases to be qualified for election as a director. A director who resigns ceases to hold office when that director’s written resignation is received by the Corporation or, if a time is specified in such resignation, at the time so specified, whichever is later. Until the first meeting of shareholders, the resignation of a director named in the articles shall not be effective unless at the time the resignation is to become effective a successor has been elected or appointed.

2.6 Vacancies

(a)

Subject to the provisions of the Act, if a quorum of the board remains in office, the board may fill a vacancy in the board, except a vacancy resulting from:

(i)

an increase in the number of directors otherwise than in accordance with section 2.6(b), or in the maximum number of directors;

(ii)

a failure to elect the number of directors required to be elected at any meeting of the shareholders;

(b)

Where the directors are empowered to determine the number of directors the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater

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than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders.

(c)

In the absence of a quorum of the board, or if the board is not permitted to fill such vacancy, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no directors then in office, then any shareholder may call the meeting.

2.7 Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine and shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing in this by-law shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

2.8 Appointment of Additional Directors

If the articles of the Corporation so provide, the directors may, within the maximum number permitted by the articles, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

SECTION III

MEETINGS OF DIRECTORS

3.1 Meetings by Telephone, Electronic or Other Communication Facility

If all the directors present at or participating in the meeting consent, any or all of the directors may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and any director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.

3.2 Place of Meetings

Meetings of the board may be held at any place within or outside Ontario. In any financial year of the Corporation, a majority of the meetings of the board need not be held within Canada.

3.3 Calling of Meetings

Meetings of the board may be convened at any time by the president or any director upon notice given to all directors in accordance with section 3.4.

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3.4 Notice of Meeting

Notice of the time and place of each meeting of the board shall be given in the manner provided in section 11.1 to each director: (a) not less than 48 hours before the time when the meeting is to be held if the notice is mailed; or (b) not less than 24 hours before the time the meeting is to be held if the notice is given personally or is delivered or is sent by any means of transmitted or recorded communication or as an electronic document.

3.5 Waiver of Notice

A director may in any manner and at any time waive notice of or otherwise consent to a meeting of the board, including by sending an electronic document to that effect. Attendance of a director at a meeting of the board shall constitute a waiver of notice of that meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been properly called.

3.6 First Meeting of New Board

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

3.7 Adjourned Meeting

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

3.8 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the nature of the business to be transacted to be specified.

3.9 Chairman of Meetings of the Board

The chairman of any meeting of the board shall be a director and the Chairman of the Board, and if no such officer has been appointed the chairman shall be the Managing Director, and if neither of such offices have been appointed shall be the president or a vice-president or the secretary (in that order of seniority). If no such officers are present and willing to serve, the directors present shall choose one of their own to be chairman of such meeting of the board.

3.10 Votes to Govern

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

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3.11 One Director Meeting

Where the board consists of only one director, that director may constitute a meeting.

3.12 Resolution in Writing

A resolution in writing signed by all of the directors is as valid as if it had been passed at a meeting of the directors.

SECTION IV

COMMITTEES

4.1 Committee of Directors

The board may appoint from their number one or more committees of the board, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of the board has no authority to exercise.

4.2 Audit Committee

If the Corporation is an offering corporation the board shall, and otherwise the board may, constitute an audit committee composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates, and who shall hold office until the next annual meeting of shareholders. The audit committee shall have the powers and duties provided in the Act.

4.3 Transaction of Business

The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Ontario.

4.4 Procedure

Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure. To the extent that the board or the committee does not establish rules to regulate the procedure of the committee, the provisions of this by-law applicable to meetings of the board shall apply mutatis mutandis.

SECTION V

OFFICERS

5.1 Appointment

The board may designate the offices of the Corporation and from time to time appoint a chairman of the board, managing director, president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other

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officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. One person may hold more than one office and, except for the chairman of the board and the managing director, an officer need not be a director.

5.2 Chairman of the Board

If appointed, the chairman of the board may be assigned by the board any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president and, subject to the provisions of the Act, such other powers and duties as the board may specify. The chairman of the board shall, when present, preside at all meetings of the board and shareholders. Subject to section 3.9 and section 7.9, during the absence or disability of the chairman of the board, the duties of the chairman of the board shall be performed, and the powers exercised, by the first mentioned of the following officers then in office: the managing director, the president or a vice-president (in order of seniority).

5.3 Managing Director

If appointed, the managing director shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation. The managing director shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

5.4 President

If appointed, the president shall have general supervision of the business and affairs of the Corporation, subject to the direction and authority of the board, the chairman of the board and the managing director, and shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office. In the absence of the appointment of a managing director or the designation of the chairman of the board as such, the president shall be the chief executive officer of the Corporation. Otherwise, the president shall be the chief operating officer of the Corporation.

5.5 Vice-President

If appointed, the vice-president, or if more than one, the vice-presidents, in order of seniority as designated by the board, shall be vested with all the powers and perform all the duties of the president in the president’s absence, inability or refusal to act, except that a vice-president shall not preside at any meeting of the directors unless appointed to do so by the board. A vice-president shall have such powers and duties as the board or the chief executive officer may specify.

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5.6 Secretary

If appointed, the secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all such proceedings. The secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers and auditors. The secretary shall be the custodian of all books and records of the Corporation, except when some other officer or agent has been appointed for that purpose. The secretary shall have such other powers and duties as the board or the chief executive officer may specify.

5.7 Treasurer

If appointed, the treasurer shall keep or cause to be kept proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation. The treasurer shall render to the board whenever required an account of all transactions undertaken as treasurer and of the financial position of the Corporation and shall have such other powers and duties as the board or the chief executive officer may specify.

5.8 Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

5.9 Variation of Powers and Duties

Subject to the provisions of the Act, the board may from time to time vary, add to or limit the powers and duties of any officer.

5.10 Term of Office

The board, in its discretion, may remove any officer of the Corporation without prejudice to such officer’s rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until a successor is appointed, except that the term of office of the chairman of the board or managing director shall expire when the holder thereof ceases to be a director.

5.11 Agents and Attorneys

The board shall have the power from time to time to appoint agents or attorneys for the Corporation in or out of Ontario with such powers of management or otherwise (including the power to sub-delegate) as the board may determine.

5.12 Fidelity Bonds

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their duties in such form and with such surety as the board may from time to time prescribe.

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SECTION VI

PROTECTION OF DIRECTORS AND OFFICERS

6.1 Limitation of Liability

No director or officer of the Corporation shall be liable for the acts or omissions of any other director, officer, employee or agent of the Corporation, or for any costs, charges or expenses of the Corporation resulting from any deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from bankruptcy or insolvency, or in respect of any tortious acts of or relating to the Corporation or any other director, officer, employee or agent of the Corporation, or for any loss occasioned by an error of judgment or oversight on the part of any other director, officer, employee or agent of the Corporation, or for any other costs, charges or expenses of the Corporation occurring in connection with the execution of the duties of the director or officer, unless such costs, charges or expenses are incurred as a result of such person’s own wilful neglect, default or negligence. Nothing in this by-law, however, shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach of the Act.

6.2 Indemnity

(a)

Indemnification. The Corporation may indemnify and save harmless every director or officer, every former director or officer, and every individual who acts or acted at the Corporation’s request as a director or officer or an individual in a similar capacity of another entity, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that individual in respect of any civil, criminal, administrative, investigative or other proceeding to which that individual is involved because of their association with the Corporation or other entity.

(b)

Advance of Costs. The Corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 6.2(a), but such individual shall be required to repay the money if the individual does not fulfil the conditions set out in section 6.2(c).

(c)

Limitation. The Corporation shall not indemnify an individual under section 6.2(a) unless that individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or as an individual in a similar capacity at the Corporation’s request.

(d)

Further Limitation. In addition to the conditions set out in section 6.2(c), if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Corporation shall not indemnify the individual under section 6.2(a) unless that individual had reasonable grounds for believing that the conduct was lawful.

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(e)

Derivative Action. The Corporation may, with the approval of a court, indemnify and save harmless any individual referred to in section 6.2(a), or advance moneys under section 6.2(b) in respect of any action by or on behalf of the Corporation or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual’s association with the Corporation or other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if that individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request.

(f)

Right to Indemnity. Despite section 6.2(a), an individual referred to in that section is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Corporation or other entity as described in section 6.2(a) if the individual seeking an indemnity,

(i)

was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(ii)

fulfils the condition set out in section 6.2(c) and section 6.2(d).

6.3 Insurance

The Corporation may purchase and maintain such insurance for the benefit of an individual referred to in section 6.2(a) against any liability incurred by the individual in his or her capacity as a director or officer of the Corporation, or in his or her capacity as a director or officer, or a similar capacity of another entity, if the individual acts or acted in that capacity at the Corporation’s request.

SECTION VII

MEETINGS OF SHAREHOLDERS

7.1 Annual Meetings

The annual meeting of shareholders shall be held at such time in each year and, subject to section 7.3, at such place as the board, may from time to time determine for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

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7.2 Special Meetings

The board, the chairman of the board, the managing director, the president or the holders of not less than five percent (5%) of the issued shares of the Corporation that carry the right to vote at a meeting sought, shall have power to call a special meeting of shareholders at any time.

7.3 Place of Meetings

Meetings of shareholders shall be held at the place where the registered office of the Corporation is situate or, if the board shall so determine, at some other place within or outside of Ontario.

7.4 Meetings by Telephone, Electronic or Other Communication Facility

Any person entitled to attend a meeting of shareholders may participate in the meeting, to the extent and in the manner permitted by law, by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The directors or the shareholders of the Corporation who call a meeting of shareholders pursuant to the Act may determine that the meeting shall be held, to the extent and in the manner permitted by law, entirely by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

7.5 Notice of Meetings

Notice of the time and place of each meeting of shareholders (and of each meeting of shareholders adjourned for an aggregate of 30 days or more) shall be given in the manner provided in section 11.1 not less than 10 days (or such lesser number of days then required under the Act or any other applicable legislation, regulation or administrative policy), unless the Corporation is an offering corporation in which case not less than 21 days or, in either case, not more than 50 days before the date of the meeting, to each director, to the auditor of the Corporation and to each shareholder entitled to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit a shareholder to form a reasoned judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting.

7.6 List of Shareholders Entitled to Notice

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record date for the meeting is fixed pursuant to section 7.7, the shareholders listed shall be those registered at the close of business on the record date and such list shall be prepared not later than 10 days after such record date. If no record date is fixed, the list shall be prepared at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held and shall list all shareholders registered at such time. The list

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shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the place where the meeting is held.

7.7 Record Date for Notice

The board may fix in advance a record date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given.

7.8 Meetings Without Notice

A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of or otherwise consent to a meeting of shareholders. Attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where that person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called.

7.9 Chairman, Secretary and Scrutineers

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting and willing to serve: chairman of the board, managing director, president or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

7.10 Persons Entitled to be Present

The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

7.11 Quorum

A quorum for the transaction of business at any meeting of shareholders shall be at least two shareholders entitled to vote at such meeting, whether present in person or represented by proxy. Notwithstanding the foregoing, if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting.

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7.12 Entitlement to Vote

Subject to the provisions of the Act as to authorized representatives of any other body corporate, at any meeting of shareholders every person who is named in the shareholders list prepared pursuant to section 7.6 shall be entitled to vote the shares shown thereon opposite the name of that person at the meeting to which the shareholder list relates.

7.13 Proxies

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or by the attorney of the shareholder or shall be an electronic document with an electronic signature and shall conform with the requirements of the Act.

7.14 Time for Deposit of Proxies

The board may by resolution and specified in a notice calling a meeting of shareholders fix a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

7.15 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

7.16 Votes to Govern

At any meeting of shareholders every question shall, unless otherwise required by law, be determined by the majority of the votes cast on the question. In the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.

7.17 Show of Hands

Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded by electronic means or otherwise. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded by electronic means or otherwise, a declaration by the chairman of the meeting as to the result of the vote upon the question and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the

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number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of such question, and the result of the vote so taken shall be the decision of the shareholders upon such question.

7.18 Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may demand a ballot. A ballot so demanded shall be taken in such manner as the chairman shall direct, which manner shall permit a shareholder or proxyholder participating in the meeting electronically to cast a ballot. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of the ballot so taken shall be the decision of the shareholders upon the question.

7.19 Voting While Participating Electronically

Any person participating in a meeting of shareholders by electronic means as provided in section 7.4 and entitled to vote at that meeting may vote, to the extent and in the manner permitted by law, partly or entirely by means of the telephone, electronic or other communication facility that the Corporation has made available for that purpose.

7.20 Resolution in Writing

A resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditor in accordance with the Act.

SECTION VIII

SECURITIES

8.1 Registration of Transfer

Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer endorsed thereon or delivered therewith duly executed by the registered holder or by that holder’s attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to transfer as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.3.

8.2 Transfer Agents and Registrars

The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The board may at any time terminate any such appointment.

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8.3 Lien on Shares

The Corporation has a lien on any share or shares registered in the name of a shareholder or the legal representative of that shareholder for any debt of that shareholder to the Corporation.

8.4 Enforcement of Lien

The lien referred to in section 8.3 may be enforced by any means permitted by law and:

(a)

where the share or shares are redeemable pursuant to the articles of the Corporation, by redeeming such share or shares and applying the redemption price to the debt;

(b)

subject to the Act, by purchasing the share or shares for cancellation for a price equal to the book value of such share or shares and applying the proceeds to the debt;

(c)

by selling the share or shares to any third party whether or not such party is at arm’s length to the Corporation, and including without limitation any officer or director of the Corporation, for the best price which the directors consider to be obtainable for such share or shares; or

(d)

by refusing to register a transfer of such share or shares until the debt is paid.

8.5 Security Certificates

Every holder of securities of the Corporation shall be entitled, at that holder’s option, to a security certificate, or to a non-transferable written acknowledgement of the right to obtain a security certificate, stating the number and designation, class or series of securities held by that holder as shown on the securities register. Security certificates and acknowledgements of a security holder’s right to a security certificate, respectively, shall be in such form as the board shall from time to time approve. Any security certificate shall be signed in accordance with section 10.1. A security certificate shall be signed manually by at least one director or officer of the Corporation or by or on behalf of the transfer agent and/or registrar. Any additional signatures required may be printed or otherwise mechanically reproduced. A security certificate executed as aforesaid shall be valid notwithstanding that one of the directors or officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

8.6 Replacement of Security Certificates

The board, any officer or any agent designated by the board has the discretion to direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated. In the case of a security certificate claimed to have been lost, destroyed or wrongfully taken, the board, any officer or any agent designated by the board shall issue a substitute security certificate if so requested before the Corporation has notice that the security has been acquired by a bona fide purchaser. The issuance of the substitute security certificate shall be on such reasonable terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board or the officer or the agent designated by the board responsible for such issuance may from time to time prescribe, whether generally or in any particular case.

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8.7 Joint Shareholders

(a)

If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such security.

(b)

Where a share is registered in the name of two or more persons as joint holders with rights of survivorship, upon satisfactory proof of the death of one joint holder and without the requirement of letters probate or letters of administration, the Corporation shall treat the surviving joint holder(s) as the sole owner(s) of the share effective as of the date of death of such joint holder and the Corporation shall make the appropriate entry in the securities register to reflect such ownership.

8.8 Representatives of Security Holders

Subject to section 8.7(b), the Corporation may treat a person referred to in (a), (b) or (c) below as a registered security holder entitled to exercise all of the rights of the security holder that the person represents, if that person furnishes evidence as required under the Act to the Corporation that the person is:

(a)

the executor, administrator, estate trustee, heir or legal representative of the heirs, of the estate of a deceased security holder;

(b)

a guardian, attorney under a continuing power of attorney with authority, guardian of property, committee, trustee, curator or tutor representing a registered security holder who is a minor, a person who is incapable of managing his or her property or a missing person; or

(c)

a liquidator of, or trustee in bankruptcy for, a registered security holder.

SECTION IX

DIVIDENDS AND RIGHTS

9.1 Dividends

Subject to the provisions of the Act, the board may from time to time by resolution declare, and the Corporation may pay, dividends to the shareholders according to their respective rights and interests in the Corporation.

Dividends may be paid in money or property, subject to the restrictions on the declaration and payment thereof under the Act, or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

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9.2 Dividend Cheques

A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bankers, or one of them, to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of that holder, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Non-Receipt of Cheques

In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.4 Record Date for Dividends and Rights

The board may fix in advance a date as a record date for the determination of the persons entitled to receive payment of dividends and to subscribe for securities of the Corporation, provided that such record date shall not precede by more than 50 days the particular action to be taken. Notice of any such record date shall be given not less than 7 days before such record date in the manner provided in the Act, unless notice of the record date is waived by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date. If the shares of the Corporation are listed for trading on one or more stock exchanges in Canada, notice of such record date shall also be sent to such stock exchanges. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

9.5 Unclaimed Dividends

Any dividend unclaimed after a period of six years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION X

GENERAL

10.1 Execution of Instruments

Contracts, documents and other instruments in writing may be signed on behalf of the Corporation by such person or persons as the board may from time to time by resolution designate. In the absence of an express designation as to the persons authorized to sign either contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing, any one of the directors or officers of the Corporation may sign

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contracts, documents or instruments in writing on behalf of the Corporation. The corporate seal, if any, of the Corporation may be affixed to any contract, document or instrument in writing requiring the corporate seal of the Corporation by any person authorized to sign the same on behalf of the Corporation.

The phrase “contracts, documents and other instruments in writing” as used in this provision shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities, all paper writings, all cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange.

10.2 Electronic Signatures

Any requirement under the Act or this by-law for a signature, or for a document to be executed, is satisfied by a signature or execution in electronic form if such is permitted by law and all requirements prescribed by law are met.

10.3 Voting Rights in other Corporations

All securities carrying voting rights of any other corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bond holders, debenture holders or holders of other securities (as the case may be) of such other corporation and in such manner as the board may from time to time determine. Any person or persons authorized to sign on behalf of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine.

SECTION XI

NOTICES

11.1 Method of Sending Notice

Any notice (which term includes any communication or document) to be sent pursuant to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer or to the auditor shall be sufficiently sent if: (a) delivered personally to the person to whom it is to be sent; (b) delivered to the recorded address of that person or, if mailed to that person, delivered to the recorded address by prepaid mail; (c) sent to that person at the recorded address by any means of prepaid transmitted or recorded communication; or (d) provided as an electronic document to that person’s information system. A notice so delivered shall be deemed to have been sent when it is delivered personally or to the recorded address. A notice so mailed shall be deemed to have been sent when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing. A notice so sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been sent when dispatched by the Corporation if it uses its own facilities or information system and otherwise when delivered to the appropriate communication company or agency or its representative for dispatch. Notices sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been received on

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the business day on which such notices were sent, or on the next business day following if sent on a day other than a business day. The secretary may change or cause to be changed the recorded address, including any address to which electronic communications of any kind may be sent, of any shareholder, director, officer or auditor in accordance with any information believed by the secretary to be reliable. The recorded address of a director shall be the latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is the more current.

11.2 Notice by Electronic Communications

A notice or document required or permitted by the Act, the articles, the by-laws or otherwise may be sent by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario).

11.3 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders, but notice sent to one of such persons shall be sufficient notice to all of them.

11.4 Computation of Time

In computing the date when notice must be sent under any provision requiring a specified number of days notice of any meeting or other event, both the date of sending the notice and the date of the meeting or other event shall be excluded.

11.5 Undelivered Notices

If any notice sent to a shareholder pursuant to section 11.1 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until the shareholder informs the Corporation in writing of a new address.

11.6 Omissions and Errors

The accidental omission to send any notice to any shareholder, director, officer or to the auditor, or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.7 Persons Entitled by Operation of Law

Every person who, by operation of law, transfer or by any other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which shall have been duly sent to the shareholder from whom that person derives title to such share prior to the name and address of that person being entered on the securities register (whether such notice was given before or after the happening of the event upon which that person became so entitled).

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11.8 Waiver of Notice

Any shareholder (or a duly appointed proxyholder), director, officer or auditor may at any time waive any notice, or waive or abridge the time for any notice, required to be given to that person under any provisions of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing or by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario), except a waiver of notice of a meeting of shareholders or of the board, which may be given in any manner.

11.9 Execution of Notices

The signature of any director or officer of the Corporation to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

11.10 Proof of Service

A certificate of any director or officer of the Corporation in office at the time of making of the certificate or of an agent of the Corporation as to facts in relation to the sending of any notice to any shareholder, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

DATED the 20^th day of December, 2012.


Per:		“Mario Biasini”
		Mario Biasini
		President & Chief Executive Officer

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