Form 8-K

8-K — Sphere 3D Corp.

Accession: 0001213900-26-099276

Filed: 2026-09-11

Period: 2026-09-08

CIK: 0001591956

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0305129-8k_sphere.htm (Primary)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 8, 2026, BY AND BETWEEN SPHERE 3D CORP. AND THE PURCHASERS PARTY THERETO (ea030512901ex10-1.htm)

EX-10.2 — FORM OF COMMON SHARE WARRANT (ea030512901ex10-2.htm)

EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 11, 2026, BY AND AMONG SPHERE 3D CORP. AND THE PURCHASERS PARTY THERETO (ea030512901ex10-3.htm)

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 8, 2026 (ea030512901ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 8, 2026

SPHERE 3D CORP.

(Exact name of registrant as specified in its charter)

Ontario

001-36532

98-1220792

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

243 Tresser Blvd, 17th Floor

Stamford, Connecticut, United States 06901

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Shares

ANY

Nasdaq Capital Market

Common Shares Purchase Rights

N/A

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

On September 8, 2026, Sphere

3D Corp., a corporation incorporated under the laws of Ontario (the “Company”), entered into a Securities Purchase

Agreement (the “Purchase Agreement”) with certain accredited investors named thereto (collectively, the “Purchasers”),

providing for the private placement (the “Private Placement”) to the Purchasers of an aggregate of 1,666,661 units

(collectively, the “Units”), each Unit consisting of (i) one common share of the Company, no par value (a “Common

Share”), and (ii) one warrant to purchase one Common Share (the “Warrant”), for aggregate proceeds of approximately

$5.0 million (or $3.00 per Unit). The closing of the Private Placement occurred on September 11, 2026 (the “Closing Date”).

The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

Each Warrant has an exercise

price of $3.50 per Common Share, is immediately exercisable, expires five years from the date of issuance, and is subject to customary

adjustments.

The Warrants contain beneficial

ownership limitations pursuant to which a Warrant may not be exercised to the extent that, after giving effect to the exercise, the holder,

together with its affiliates and attribution parties, would beneficially own Common Shares in excess of the beneficial ownership limitation

applicable to such holder, which may be 4.99%, 9.99% or 19.99%. A holder may increase or decrease its beneficial ownership limitation

upon notice to the Company, provided that the limitation may not exceed 19.99% and any increase will not become effective until the 61st

day following delivery of such notice.

The Warrants generally may

be exercised only for cash. If all of the Warrants are exercised for cash, the Company would expect to receive additional gross proceeds

of approximately $5.8 million.

Certain

affiliates of the Company, including the Company’s Chairman of the Board of Directors and the Chief Executive Officer, participated

in the Private Placement and subscribed for an aggregate of 333,332 Units for aggregate gross proceeds of approximately $1.0 million.

Pursuant to the Purchase Agreement,

for a six month period commencing on the Closing Date (the “Lock-Up Period”), the Purchasers, subject to limited exceptions,

may not directly or indirectly offer, sell, contract to sell, pledge, lend, transfer or otherwise dispose of the Common Shares, Warrants

or the Common Shares underlying the Warrants (the “Warrant Shares”) beneficially owned by them, or enter into certain

hedging or similar transactions that transfer the economic consequences of ownership of such securities (the “Lock-Up”).

The Warrants may be exercised during the Lock-Up Period, but any Warrant Shares issued upon exercise will remain subject to the Lock-Up

until the expiration of the Lock-Up Period.

The securities issued to the

Purchasers under the Purchase Agreement were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption based in part

on representations made by the Purchasers, including that each Purchaser is either an “accredited investor,” as defined in

Rule 501(a) under the Securities Act, or a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act.

The sale of the securities

pursuant to the Purchase Agreement has not been registered under the Securities Act or any state securities laws. The securities may not

be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In addition, securities

have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada during the course of their distribution

except pursuant to a Canadian prospectus or an available exemption from applicable prospectus requirements. Neither this Current Report

on Form 8-K nor the exhibits attached hereto constitute an offer to sell or a solicitation of an offer to buy any of the securities described

herein or therein.

On the Closing Date, the Company

and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to

which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission, no later than 181 days after the Closing

Date, a registration statement on Form S-3 covering the resale of the Common Shares issued in the Private Placement and the Warrant Shares.

Subject to the terms of the Registration Rights Agreement and the transfer restrictions contained in the Purchase Agreement, including

the Lock-Up, the Company agreed to use its reasonable best efforts to cause the registration statement to become effective as promptly

as possible after its filing.

The foregoing descriptions

of the Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their

entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained

in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in response to this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On September 8, 2026, the Company issued a press

release announcing the pricing of the Private Placement as well as other certain business updates. A copy of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including

in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information

shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act, except to the extent such other

filing specifically incorporates such information by reference

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Securities Purchase Agreement, dated as of September 8, 2026, by and between Sphere 3D Corp. and the purchasers party thereto.

10.2

Form of Common Share Warrant.

10.3

Registration Rights Agreement, dated as of September 11, 2026, by and among Sphere 3D Corp. and the purchasers party thereto.

99.1

Press Release dated September 8, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Date: September 11, 2026

SPHERE 3D CORP.

By:

/s/ Joel Block

Joel Block

Chief Executive Officer

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 8, 2026, BY AND BETWEEN SPHERE 3D CORP. AND THE PURCHASERS PARTY THERETO

EX-10.1

Filename: ea030512901ex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of September 8, 2026, between Sphere 3D Corp., a corporation incorporated under the

laws of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each purchaser, including

its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms

and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated

thereunder, if applicable, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and each Purchaser agree as follows:

Article

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings

set forth in this Section 1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section ‎4.5.

“Action”

shall have the meaning ascribed to such term in Section ‎3.1(j).

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors”

means the board of directors of the Company.

“Business Day”

means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or Toronto, Ontario are authorized

or required by law to remain closed.

“Canadian Securities

Laws” means the applicable securities legislation of each of the Provinces of Ontario, British Columbia and Alberta, and the

rules, regulations, instruments, national instruments, multilateral instruments, policies, notices, orders and decisions made or issued

thereunder and the policies, rules and regulations of any securities regulatory authority, stock exchange or other self-regulatory authority

having jurisdiction over the Company in such provinces.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section ‎2.1.

“Closing Date”

means the date on which the Closing occurs.

“Commission”

means the United States Securities and Exchange Commission.

“Common Shares”

means the common shares of the Company, no par value.

“Common Share Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including,

without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Disclosure Schedules”

means the Disclosure Schedules of the Company delivered concurrently herewith.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

shall have the meaning ascribed to such term in Section ‎3.1(h).

“Intellectual Property

Rights” shall have the meaning ascribed to such term in Section ‎3.1(p).

“Legend Removal Date”

shall have the meaning ascribed to such term in Section ‎4.1(c).

“Liens”

means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse

Effect” shall have the meaning assigned to such term in Section ‎3.1(b).

“Material Permits”

shall have the meaning ascribed to such term in Section ‎3.1(n).

“Per Share Purchase Price” means

$3.00.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Registration Rights

Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,

substantially in the form of Exhibit B attached hereto.

“Registration Statement”

means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the

Purchaser of the Shares and the Warrant Shares.

“Regulation SHO”

means Regulation SHO promulgated by the Commission under the Exchange Act, as amended, and any successor regulation thereto.

“Required Approvals”

shall have the meaning ascribed to such term in Section ‎3.1(e).

“Requisite Consent”

means the written consent of the Purchasers holding a majority of the aggregate number of Shares acquired by the Purchasers as of the

Closing Date.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Reports”

shall have the meaning ascribed to such term in Section ‎3.1(h).

“Securities”

means the Shares, the Warrants and the Warrant Shares.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares”

means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement.

“Short Sales”

means all “short sales” as defined in Rule 200 of Regulation SHO (but shall not be deemed to include locating and/or borrowing

Common Shares).

“Subscription Amount”

shall have the meaning ascribed to such term in Section ‎2.1(a).

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof. As of the date of this Agreement, the Company’s subsidiaries are: (i) Sphere 3D Inc., a corporation

organized under the laws of the Province of Ontario, (ii) Sphere 3D Mining Corp., a Delaware corporation, (iii) Cathedra Holdings Inc.,

a corporation organized under the laws of the Province of British Columbia, (iv) 101250 Investment Ltd., a limited liability company formed

under the laws of Turks & Caicos Islands, (v) Kungsleden, Inc., a Delaware corporation, (vi) Pennyrile Holdings LLC, a Kentucky limited

liability company, (vii) Fortress Blockchain Holdings Corp., a corporation organized under the laws of Canada, (viii) North Campbell HoldCo

LLC, a Tennessee limited liability company, (ix) Sentinel Technology, LLC, a Delaware limited liability company, (x) Churchill Technologies,

LLC, a Tennessee limited liability company, (xi) Two Keys Technologies LLC, a Tennessee limited liability company, (xii) Crystal Core

LLC, a Tennessee limited liability company, (xiii) North Campbell LandCo LLC, a Tennessee limited liability company, (xiv) North Campbell

HostCo LLC, a Tennessee limited liability company, (xv) Fortress Blockchain (US) Holdings Corp., a Washington corporation, and (xvi) Cathedra

Lease Co LLC, a New Hampshire limited liability company.

“Trading Day”

means a day on which the principal Trading Market is open for trading.

“Trading Market”

means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transaction Documents”

means this Agreement, the Warrants, the Registration Rights Agreement, all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent”

means TSX Trust Company, the current transfer agent of the Company, and any successor transfer agent of the Company.

“Warrant Shares”

means the Common Shares issuable upon exercise of the Warrants.

“Warrants”

means warrants to purchase Common Shares, substantially in the form attached hereto as Exhibit A.

Article

PURCHASE AND SALE

2.1 Closing.

(a) On

the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally

and not jointly, agree to purchase, the number and type of Securities, for the aggregate purchase price (the “Subscription Amount”),

set forth on the Purchaser’s signature page hereto. The price per Share and accompanying Warrant is equal to the Per Share Purchase

Price.

(b) Upon

satisfaction of the covenants and conditions set forth in Sections ‎2.2 and ‎2.3, the Closing shall occur remotely via the electronic

exchange of all closing deliverables, or as the parties shall otherwise mutually agree, at such time as agreed to by the Company and the

Purchasers, but in no event later than the seventh Business Day after the date of this Agreement. At the Closing, each Purchaser shall

deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription

Amount, the Company shall deliver to each Purchaser its respective Shares and Warrants as set forth on such Purchaser’s signature

page hereto, and the Company and each Purchaser shall deliver the other items set forth in Section ‎2.2 deliverable at the Closing.

2.2 Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate

evidencing the number of Shares to be purchased by the Purchaser as set forth on such Purchaser’s signature page hereto, registered

in the name of such Purchaser, or, at the election of the Company, evidence of the issuance of such Purchaser’s Shares hereunder

as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably

satisfactory to such Purchaser;

(iii) a

Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares as set forth on such Purchaser’s signature

page hereto, in the form of Exhibit A attached hereto (which number, for the elimination of doubt, shall be equal to the number

of Common Shares subscribed for by such Purchaser hereunder);

(iv) the

Company’s wire instructions in writing;

(v) the

Registration Rights Agreement duly executed by the Company; and

(vi) a

legal opinion of each of (i) the Company’s U.S. counsel and (ii) the Company’s Canadian counsel, in each case in a customary

form reasonably acceptable to the Purchasers.

(b) On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:

(i) this

Agreement duly executed by such Purchaser; and

(ii) the

Registration Rights Agreement duly executed by such Purchaser.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing with respect to each Purchaser individually are subject to the following

conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects), when made and on the Closing Date, of the representations and warranties of each Purchaser contained herein (unless

as of a specific date therein in which case they shall be accurate as of such date); provided, that such closing condition is applicable

to each Purchaser individually and the failure to satisfy such closing condition by any other Purchaser shall not give the Company the

right to abandon the transactions contemplated by this Agreement as to such other Purchaser.

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section ‎2.2(b) of this Agreement.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects), when made and on the Closing Date, of the representations and warranties of the Company contained herein (unless as

of a specific date therein in which case they shall be accurate as of such date);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section ‎2.2(a) of this Agreement;

(iv) no

event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect with respect

to the Company since the date hereof; and

(v) from

the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission, the Company’s

principal Trading Market or any other governmental or regulatory body with respect to public trading in the Common Shares, and, at any

time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited,

or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor

shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred

any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or

any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable

or inadvisable to purchase the Securities at the Closing.

(vi) the

Company shall have obtained such consents, permits, approvals, registrations and waivers as are necessary for the consummation of the

purchase and sale of the Securities contemplated hereby, all of which shall be in full force and effect as of the Closing Date.

(vii) no

judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court

or judge, or any order of or by any governmental entity, shall have been issued, and no action or proceeding shall have been instituted

by any governmental entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction

Documents.

Article

III

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports and in the Disclosure Schedules, which Disclosure Schedules

shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained

in the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser. For purposes of

these representations and warranties (other than those expressly regarding the term “Subsidiary,” the term the “Company”

shall include any Subsidiaries):

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the definition of the term “Subsidiary” contained

in this Agreement. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free

and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully

paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Other than the Subsidiaries, the

Company does not own any equity interest and has not made any loans or advances to or guarantees of indebtedness to any person, corporation,

partnership or other entity and is not a party to any joint venture.

(b) Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing (if the concept of good standing exists in such jurisdiction) under the laws of the jurisdiction of its incorporation

or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently

conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or

articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified

to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business

conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,

as the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or

enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or

condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s

ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii),

a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing

or seeking to revoke, limit or curtail such power and authority or qualification.

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including

the issuance of the Shares, the Warrants and the Warrant Shares. The execution and delivery of this Agreement and each of the other Transaction

Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all

necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s

shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction

Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance

with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in

accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(d) No

Conflicts; Regulation. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents

to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and

thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or

articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an

event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties

or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental

authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any

property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could

not have or reasonably be expected to result in a Material Adverse Effect. The conduct of business by the Company or any Subsidiary as

presently conducted is not subject to continuing oversight, supervision, regulation or examination by any governmental official or body

of the United States, or any other jurisdiction wherein the Company or any Subsidiary conducts or proposes to conduct such business. The

Company and each Subsidiary has obtained all material licenses, permits and other governmental authorizations necessary to conduct its

business as presently conducted, except where the failure to do so would not be reasonably expected to cause a Material Adverse Effect.

(e) Filings,

Consents and Approvals. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section ‎3.2,

the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration

with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection with the execution,

delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section ‎4.4

of this Agreement, (ii) the filing with the Commission pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s)

to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading

thereon in the time and manner required thereby, (iv) if applicable, the filing of Form D with the Commission and such filings as are

required to be made under applicable state securities laws, and (v) the filing of the reports of exempt distribution and other notices

and materials required under Canadian Securities Laws in connection with the offer and sale of the Securities, including OSC Form 72-503F

and Form 45-106F1, as applicable (collectively, the “Required Approvals”). Neither the Company nor any Subsidiary has

received any notice of any violation of, or noncompliance with, any material federal, state, local or foreign laws, ordinances, regulations

and orders (including, without limitation, those relating to environmental protection, occupational safety and health, securities laws,

equal employment opportunity) applicable to its business, the violation of, or noncompliance with, would have a Material Adverse Effect,

and the Company knows of no facts or set of circumstances which could give rise to such a notice.

(f) Issuance

of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than

restrictions on transfer provided for in the Transaction Documents and arising under applicable securities laws. The holder of the Shares

shall be entitled to all rights accorded to a holder of Common Shares. The Warrant Shares, when issued in accordance with the terms of

the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other

than restrictions on transfer provided for in the Transaction Documents and arising under applicable securities laws, and the holder of

the Warrant Shares shall be entitled to all rights accorded to a holder of Common Shares. The Company has reserved from its duly authorized

capital stock the maximum number of Common Shares issuable pursuant to this Agreement and the exercise of the Warrants.

(g) Capitalization.

The Company is authorized to issue an unlimited number of Common Shares, Series I preferred shares, and Series H preferred shares. As

of the date hereof, the Company had 8,902,235 Common Shares issued and outstanding, 1,387,117 Series I preferred shares issued and outstanding,

and 161 Series H preferred shares issued and outstanding. All of the issued and outstanding Common Shares have been duly authorized and

validly issued and are fully paid and non-assessable. The Company has not issued any capital stock since its most recently filed periodic

report under the Exchange Act, other than pursuant to its at-the-market program, the exercise of employee stock options or other awards

under the Company’s share incentive plans and pursuant to the conversion and/or exercise of Common Share Equivalents outstanding

as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive

right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except

as a result of the purchase and sale of the Securities and as disclosed in the SEC Reports, there are no outstanding options, warrants,

scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible

into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Shares or the capital

stock of the Company or any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to issue additional Common Shares or Common Share Equivalents or capital stock of the Company or any Subsidiary.

The issuance and sale of the Securities do not, and the exercise in full of the Warrants and the issuance and delivery of the Warrant

Shares thereupon will not, obligate the Company or any Subsidiary to issue Common Shares or other securities to any Person (other than

the Purchasers). Except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary

with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities

by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any

redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any

Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Neither the Company nor any Subsidiary has any

stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement, other than the Company’s

2025 Performance Incentive Plan. All of the outstanding shares of capital stock of the Company and its Subsidiaries are duly authorized,

validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all federal and state securities

laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase

securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and

sale of the Securities. Except as disclosed in the SEC Reports, there are no shareholders agreements, voting agreements or other similar

agreements with respect to the Company’s or any Subsidiary’s capital stock to which the Company or any Subsidiary is a party

or, to the knowledge of the Company, between or among any of the Company’s shareholders.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

(2) years immediately preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such

material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively

referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing

and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,

when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has

never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto

as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting

principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified

in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required

by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and

for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, immaterial, year-end audit adjustments. During the period of engagement of the Company’s accountants, there have been

no disagreements between the accounting firm and the Company on any matters of accounting principles or practices, financial statement

disclosure or auditing scope or procedures that would require disclosure pursuant to Item 304 of Regulation S-K. The Company has made

and kept books and records and accounts which are in reasonable detail and which fairly and accurately reflect the activities of the Company

in all material respects, subject only to year-end adjustments.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, the Company has operated its business in the ordinary course and, except as disclosed in a subsequent SEC Report filed

or furnished prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be

expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than

(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities

not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,

(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of

cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital

stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company

share incentive plans and as may be issued and sold pursuant to this Agreement. The Company does not have pending before the Commission

any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event,

liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect

to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that

would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made

that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.

(j) Litigation.

Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”), which (i) adversely affects or challenges the legality, validity or enforceability of

any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected

to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the

subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary

duty, which would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. There

has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or any applicable

regulatory body involving the Company, any Subsidiary or any current or former director or officer of the Company. The Commission has

not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary

under the Exchange Act or the Securities Act. Neither the Company nor any Subsidiary is subject to any injunction, judgment, decree or

order of any court, regulatory body, arbitral panel, administrative agency or other government body.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company

or any Subsidiary, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the

Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that

their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and

foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority

or (iii) is in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all

foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and

safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse

Effect. The Company and its Subsidiaries have all required licenses, permits, certificates and other authorizations from such federal,

state or local government or governmental agency, department or body that are currently necessary for the operation of the business of

the Company and its Subsidiaries as currently conducted.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,

plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received

all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and

(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),

the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to or have valid rights to lease or otherwise

use all real property that is described in the SEC Reports and have good and marketable title in or valid rights to lease or otherwise

use all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear

of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use

made and proposed to be made of such property by the Company and the Subsidiaries, and (ii) Liens for the payment of federal, state or

other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent

nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under

valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in material compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual

Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and

value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary

has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain

similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

with Affiliates and Employees. Except as disclosed in the SEC Reports, and except for the transactions contemplated by the Transaction

Documents, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees

of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as

employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to

or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to

or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which

any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner,

in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for

expenses incurred on behalf of the Company and (iii) other employee benefits, including award agreements under any share incentive plan

of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with all applicable requirements

of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the

Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a

system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with

management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s

general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such

disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits

under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules

and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company

and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,

the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the

conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as

of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such

term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially

affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Private

Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section ‎3.2, no registration

under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

None of the Company, or any person acting on its or their behalf has taken nor will it take any action that conflicts with the conditions

and requirements of, or that would make unavailable with respect to the offering of the Securities contemplated hereby, the exemption(s)

from registration available pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and applicable state

securities laws, or knows of any reason why any such exemption would be otherwise unavailable to it. The issuance and sale of the Securities

hereunder does not contravene the rules and regulations of the Trading Market.

(u) Canadian

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, the offer

and sale of the Securities as contemplated hereby are being made outside Canada in compliance with applicable foreign securities laws

and, to the extent that the prospectus requirements under applicable Canadian securities laws apply to such offer and sale, such offer

and sale are exempt from such requirements.

(v) Investment

Company. The Company is not required to be registered as, and, immediately after receipt of payment for the Securities, will not be

required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Company shall conduct its business in a manner so that it will not become required to be registered as an “investment company”

subject to registration under the Investment Company Act of 1940, as amended.

(w) Registration

Rights. Except as disclosed in the SEC Reports, and other than each of the Purchasers, no Person has any right to cause the Company

or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(x) Listing

and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Shares under the Exchange Act nor has the Company received any notification that the Commission is investigating or contemplating terminating

such registration. Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice

from any Trading Market on which the Common Shares is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Trading Market. The Common Shares are currently eligible for electronic transfer

through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to

the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and certain business

update information that the Company shall publicly disclose in connection with this Transaction, the Company confirms that neither it

nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes

constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on

the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of

the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated

hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material

fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under

which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this

Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made,

not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect

to the transactions contemplated hereby other than those specifically set forth in Section ‎3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section ‎3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any

such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of

the securities of the Company are listed or designated.

(aa) Tax Status. Except

for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the

Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except for

taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company and (iii) has

set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which

such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority

of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(bb) No General Solicitation.

Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation

or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors”

within the meaning of Rule 501 under the Securities Act.

(cc) Foreign Corrupt Practices.

Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf

of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other

unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government

officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully

any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which

is in violation of law or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.

The Company’s accounting firm is MaloneBailey, LLP. To the knowledge and belief of the Company, such accounting firm (i) is a registered

public accounting firm as required by the Exchange Act and (ii) has expressed its opinion with respect to the financial statements included

in the Company’s Annual Report for the fiscal year ended December 31, 2025.

(ee) No Disagreements

with Accountants. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to

arise, between the Company and the accountants formerly or presently employed by the Company, which would reasonably be expected to affect

the Company’s ability to perform any of its obligations under any of the Transaction Documents, and the Company is current with

respect to any fees owed to its accountants.

(ff) Acknowledgment Regarding

Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the

capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company

further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with

respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective

representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental

to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision

to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions

contemplated hereby by the Company and its representatives.

(gg) Regulation M Compliance.

The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause

or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any

of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii)

paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

(hh) Stock Options.

Each stock option granted by the Company under the Company’s share incentive plan was granted (i) in accordance with the terms of

the Company’s share incentive plan and (ii) with an exercise price at least equal to the fair market value of the Common Shares

on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s

share incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice

to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public

announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(ii) Cybersecurity.

(i)(x) To the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s

or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data;

(ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules

and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating

to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation

or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries

have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the

integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented

backup and disaster recovery technology consistent with customary industry standards and practices.

(jj) Office of Foreign

Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee

or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Treasury Department (“OFAC”).

(kk) U.S. Real Property

Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section

897 of the Internal Revenue Code of 1986, as amended.

(ll) Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the

outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is

subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal

Reserve.

(mm) Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes

and applicable rules and regulations thereunder, including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (signed into

law October 26, 2001) (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court

or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering

Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(nn) No Disqualification

Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of

the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating

in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated

on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company

in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”)

is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a

“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has

exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied,

to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures

provided thereunder.

(oo) Other

Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly

or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(pp) Notice of Disqualification

Events. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any Disqualification Event relating to

any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer

Covered Person.

(qq) Certain Fees.

No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction

Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other

Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction

Documents.

(rr) Solvency. Based

on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the

proceeds from the sale of the Securities hereunder, the fair saleable value of the Company’s assets exceeds the amount that will

be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities)

as they mature. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the

timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which

lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction

within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness

of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”

means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the

ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,

whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties

by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z)

the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither

the Company nor any Subsidiary is in default with respect to any Indebtedness.

(ss) Section 16 Matters.

The Board of Directors or a committee thereof composed solely of two or more “non-employee directors” (as defined in Rule

16b-3 under the Exchange Act) has approved this Agreement and the transactions contemplated hereby exempting any direct or indirect acquisitions

of Company securities or any derivatives thereof by any Purchaser who is currently an officer or director of the Company in such transactions

from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents

and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which

case they shall be accurate as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(b) Own

Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under

the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with

a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state

securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state

securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution

of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting

such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable

federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such

Purchaser has independently made its own analysis and decision to invest in the Securities.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which

it exercises any Warrants, it will be: either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),

(a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule

144A(a) under the Securities Act.

(d) Experience

of such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) General

Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication

regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any

seminar or any other general solicitation or general advertisement.

(f) Access

to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities

and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results

of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment.

(g) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received

a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions

contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser

that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets

and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions

of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by

the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons

party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,

legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made

to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for

the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(h) Short

Sales. Each Purchaser represents and warrants to the Company that, from the date hereof and until the date on which the initial Registration

Statement (as defined in the Registration Rights Agreement) shall have been declared effective by the SEC under the Securities Act, such

Purchaser shall not engage in or effect, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term

is defined in Rule 200 of Regulation SHO) of the Common Shares or (ii) hedging transaction, which establishes a net short position with

respect to the Common Shares.

(i) Canadian

Securities Laws. Such Purchaser represents and warrants that:

(i) it

is not resident in Canada and is located outside Canada;

(ii) it

was outside Canada at the time the Securities were offered to it and at the time it made its investment decision;

(iii) it

is acquiring the Securities as principal for its own account and not with a view to, or for resale in connection with, a distribution

of the Securities in Canada;

(iv) the

offer and sale of the Securities to such Purchaser comply with, or are exempt from, the applicable securities law requirements of the

jurisdiction in which such Purchaser is resident;

(v) such

Purchaser has not been formed or created solely for the purpose of acquiring the Securities for the benefit of a person in Canada; and

(vi) on

each date on which it exercises any Warrants, it will not be resident in Canada and will be acquiring the applicable Warrant Shares as

principal for its own account.

(j) Acknowledgment

Regarding Canadian Securities Laws. Such Purchaser acknowledges that:

(i) the

offering of the Securities is being made outside Canada;

(ii) the

Securities have not been qualified for distribution by prospectus in Canada, and no securities commission or similar regulatory authority

in Canada has reviewed or passed upon the merits of the Securities or the offering; and

(iii) the

Securities may not be offered or sold in Canada during the course of their distribution except pursuant to a Canadian prospectus or an

available exemption from the applicable Canadian prospectus requirement.

The Company acknowledges and

agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on

the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or

similar transactions in the future.

Article

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer

Restrictions.

(a) Lock-Up.

Notwithstanding anything to the contrary contained in this Agreement, the Registration Rights Agreement, any effective registration statement

or otherwise, during the period commencing on the Closing Date and ending on the date that is six (6) months following the Closing Date

(the “Lock-Up Period”), each Purchaser, severally and not jointly, agrees that it shall not, directly or indirectly,

(i) offer, sell, contract to sell, pledge, hypothecate, lend, grant any option, right or warrant to purchase, or otherwise transfer or

dispose of any Shares, Warrants or Warrant Shares beneficially owned by such Purchaser, (ii) enter into any swap, short sale, hedge or

other agreement or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of any such

Securities, whether any such transaction described in clause (i) or (ii) is to be settled by delivery of Common Shares or other securities,

in cash or otherwise, or (iii) publicly disclose the intention to take any of the actions described in clause (i) or (ii) (collectively,

a “Transfer”). For the avoidance of doubt, (x) the filing or effectiveness of any registration statement covering the

resale of any Securities shall not release any Purchaser or Securities from the restrictions contained in this Section 4.1(a), (y) nothing

in this Section 4.1(a) shall prohibit the exercise of any Warrant in accordance with its terms, but any Warrant Shares issued upon such

exercise shall remain subject to this Section 4.1(a) until the expiration of the Lock-Up Period, and (z) the Company’s obligations

under the Registration Rights Agreement shall remain in full force and effect during the Lock-Up Period. The Company and the Transfer

Agent are hereby authorized to decline to effect any Transfer in violation of this Section 4.1(a) and to place stop-transfer instructions

and appropriate restrictive legends on the Securities to enforce the provisions of this Section 4.1(a).

(b) Subject

in all respects to Section 4.1(a), the Securities may only be disposed of in compliance with applicable United States federal and state

securities laws and Canadian Securities Laws. In connection with any transfer of Securities following the expiration of the Lock-Up Period,

other than pursuant to an effective registration statement, to the Company or to an Affiliate of a Purchaser in accordance with Section

4.1(a) or in connection with a pledge as contemplated in Section ‎4.1(b), the Company may require the transferor thereof to provide

to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which

opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred

Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of

this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and

the Registration Rights Agreement.

Purchasers agree to the imprinting, so long as is required by this Section ‎‎‎4.1, of a legend on any of the Securities in

the following form:

[NEITHER] THIS SECURITY [NOR] [THE SECURITIES

INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,

THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.

Subject in all respects to

Section 4.1(a), the Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement

with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited

investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser

may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval

of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.

Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver

such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer

of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation

and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities

Act to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

(d) Certificates

or book-entry positions evidencing the Shares and Warrant Shares and held by non-Affiliates of the Company shall not contain any legend

(including the legend set forth in Section ‎4.1(b) hereof) following the expiration of the Lock-Up Period, provided that one or more

of the following conditions is satisfied: (i) a registration statement (including the Registration Statement) covering the resale of such

security is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144 (if the

transferor is not an Affiliate of the Company), (iii) such Shares or Warrant Shares are eligible for sale under Rule 144 without the need

to comply with the current information requirement contained in Rule 144(c), or (iv) such legend is not required under applicable requirements

of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall

cause its counsel to issue a legal opinion to the Transfer Agent or a Purchaser promptly if required by the Transfer Agent to effect the

removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised at a time

when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be

sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 (assuming cashless

exercise of the Warrants), or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be

in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not

otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by

the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that at such time as such

legend is no longer required under this Section ‎4.1(c) and the Lock-Up Period has expired, it will, no later than the earlier of

(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the

delivery by a Purchaser to the Company or the Transfer Agent of a certificate or evidence of book entry position representing Shares or

Warrant Shares, as the case may be, issued with a restrictive legend, together with customary representation letters duly executed by

such Purchaser (such date, the “‎Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate

(or evidence of book entry position) representing such shares that is free from all restrictive and other legends to the extent such legends

are no longer required under applicable United States or Canadian Securities Laws. The Company may not make any notation on its records

or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Securities

(or evidence of book entry position) subject to legend removal hereunder shall be transmitted by the Transfer Agent to such Purchaser

by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

As used herein, “‎Standard Settlement Period” means the standard settlement period, expressed in a number of Trading

Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of a certificate

or evidence of book entry position representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend.

(e) Each

Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that, following the expiration of the Lock-Up

Period, such Purchaser will sell the Securities, if any, pursuant to either the registration requirements of the Securities Act, including

any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to the Registration

Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive

legend from certificates representing Securities as set forth in this Section ‎4.1 is predicated upon the Company’s reliance

upon this understanding.

4.2 Furnishing

of Information. Until the earlier of the time that (i) no Purchaser owns Securities and (ii) the Warrants have expired, the Company

covenants to maintain the registration of the Common Shares under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain

extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date

hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration

under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes

of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other

transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities

Laws Disclosure; Publicity. The Company shall (a) on the Closing Date, or if Closing shall have occurred subsequent to 4:00 p.m. New

York City time on the Closing Date, on the Trading Day immediately following the Closing Date, issue a press release disclosing the material

terms of the transactions contemplated hereby, (b) file a Current Report on Form 8-K, including copies of the Transaction Documents (or

the forms thereof) as exhibits thereto, with the Commission within the time required by the Exchange Act, and (c) file any news release,

material change report, reports of exempt distribution and other filings required under Canadian Securities Laws, including any filings

required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in connection

with the participation of any director, officer or other related party in the transactions contemplated hereby. From and after the issuance

of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information

delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance

of such press release and the filing of such Current Report on Form 8-K, the Company acknowledges and agrees that any and all confidentiality

or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective

officers, directors, agents, employees, Affiliates or agents on the one hand, and any of the Purchasers on the other hand, in each case

solely with respect to the transactions contemplated by this Agreement, shall terminate and be of no further force or effect. The Company

understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the

Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions

contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement

without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,

with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure

is required by law or Canadian Securities Laws, in which case the disclosing party shall promptly provide the other party with prior notice

of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,

or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written

consent of such Purchaser, except (a) as required by federal securities law in connection with (i) the Registration Statement and (ii)

the filing of final Transaction Documents (or disclosure with respect thereto) with the Commission, (b) to the extent such disclosure

is required by law, Canadian Securities Laws or Trading Market regulations, in which case the Company shall provide the Purchasers with

prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure,

and (c) in the reports of exempt distribution required under Canadian Securities Laws.

4.5 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.6 Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section ‎4.4, the Company covenants and agrees that neither it, nor any other Person acting on

its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that any notice

provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any

Subsidiaries, the Company shall simultaneously with the delivery of such notice disclose the publicly content thereof in a manner that

complies with Regulation FD. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting

transactions in securities of the Company.

4.7 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general corporate

purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade

payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Shares or Common

Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.8 Reservation

of Common Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at

all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant

to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.9 Listing

of Common Shares. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Common Shares

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such

Trading Market. The Company further agrees, if the Company applies to have the Common Shares traded on any other Trading Market, it will

then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of

the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take

all action reasonably necessary to continue the listing and trading of its Common Shares on a Trading Market and will comply in all material

respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company

agrees to maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust Company or another established

clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established

clearing corporation in connection with such electronic transfer.

4.10 Equal

Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person to

amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of

the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the

Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not

in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities

or otherwise.

4.11 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it,

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales,

of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that

the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section

‎4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated

by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section ‎4.4, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.

4.12 [Reserved].

4.13 Blue

Sky Filings. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption

for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws

of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.14 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Common Shares,

which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction

Documents, including, without limitation, its obligation to issue the Shares and Warrant Shares pursuant to the Transaction Documents,

are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of

any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may

have on the ownership of the other stockholders of the Company.

4.15 Exercise

Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchaser

in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers

to exercise their Warrants, except to the extent reasonably required to establish compliance with applicable securities laws. Without

limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type

of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises

of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction

Documents.

Article

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated: (i) by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect

whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has

not been consummated on or before the seventh (7th) Trading Day following the date hereof; (ii) upon mutual consent of the

Company and the Purchasers, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations

between the Company and the other Purchasers; and (iii) by any Purchaser, as to such Purchaser’s obligations hereunder only and

without any effect whatsoever on the obligations between the Company and the other Purchasers, if any of the conditions set forth in Section

‎2.3(b) shall become incapable of fulfillment and shall not have been waived by such Purchaser; provided, however, that no such termination

will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees

and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses

of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,

preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without

limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered

by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser (excluding

any successors or assigns thereof).

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile

at the facsimile number or email at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via facsimile at the facsimile number or email at the email address as set forth on the signature pages attached hereto on a day that

is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such

notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached

hereto.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and with the Requisite Consent (or, prior to the Closing, the Company and each Purchaser) or,

in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment,

modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at least a majority

in interest (based on the Subscription Amounts hereunder) of such disproportionately impacted Purchaser (or group of Purchasers) shall

also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to

be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement

hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser

relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected

Purchaser. Any amendment effected in accordance with this Section ‎5.5 shall be binding upon each Purchaser and holder of Securities

and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other

than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or

transfers any Securities in accordance with the terms of this Agreement and the applicable Securities, provided that such transferee agrees

in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

Notwithstanding the foregoing, no Purchaser may assign any right under this Agreement or transfer any Securities in violation of Section

4.1(a), and any purported assignment or transfer in violation of Section 4.1(a) shall be null and void ab initio.

5.8 No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted

assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as explicitly set forth herein.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof that would result in the application of the laws of any jurisdiction other than the State of New York. Each party agrees

that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement

and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough

of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not

to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action

or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce

any provisions of the Transaction Documents, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by electronic signature (including via DocuSign),

facsimile transmission or by e-mail delivery of a “.pdf” (or similar) format data file, such signature shall create a valid

and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such

electronic, facsimile or “.pdf” (or similar) signature page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise

of a Warrant, the applicable Purchaser shall be required to return any Common Shares subject to any such rescinded exercise notice concurrently

with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s

right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing

such restored right).

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser

enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part

thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required

to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without

limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration

the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such

payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and

not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The

Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not

because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained

in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and

the Purchasers collectively and not between and among the Purchasers.

5.18 Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.19 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and Common Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share

dividends, share combinations and other similar transactions of the Common Shares that occur after the date of this Agreement.

5.20 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY

AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES

FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

SPHERE 3D CORP.

Address for Notice:

By:

/s/ Joel Block

Email:

Joel Block

Chief Executive Officer

With a copy to (which shall not constitute notice):

Greenberg Traurig, P.A.

333 S.E. 2nd Avenue, Suite 4400

Miami, FL 33131

Attn: Sami B. Ghneim

Email:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

Signature Page

[PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE

AGREEMENT]

IN WITNESS WHEREOF, the undersigned

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

Name of Purchaser: ____________________________________________________________

Signature of Authorized Signatory of Purchaser: ______________________________________

Name of Authorized Signatory: ____________________________________________________

Title of Authorized Signatory: _____________________________________________________

Email Address of Authorized Signatory: _____________________________________________

Address for Notice to Purchaser: ___________________________________________________

Address for Delivery of Securities to Purchaser (if not same as address

for notice):

______________________________________________________________________________

Warrants Beneficial Ownership Blocker : ☐ 4.99% or ☐

9.99% or ☐ 19.99% (default if no selection)

EIN/SSN Number: _______________________

Aggregate Subscription Amount: $_________________

Shares: _________________

Warrant Shares: _________________

[SIGNATURE PAGES CONTINUE]

Exhibit A

[Form of Warrant - Attached]

_________________________________________________

Exhibit A-1

Exhibit B

[Form of Registration Rights Agreement - Attached]

_________________________________________________

Exhibit B-1

EX-10.2 — FORM OF COMMON SHARE WARRANT

EX-10.2

Filename: ea030512901ex10-2.htm · Sequence: 3

Exhibit 10.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN

QUALIFIED FOR DISTRIBUTION BY PROSPECTUS IN CANADA AND MAY NOT BE OFFERED OR SOLD IN CANADA DURING THE COURSE OF THEIR DISTRIBUTION EXCEPT

PURSUANT TO A CANADIAN PROSPECTUS OR AN AVAILABLE EXEMPTION FROM THE APPLICABLE PROSPECTUS REQUIREMENTS.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,

THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE.

COMMON SHARE PURCHASE WARRANT

SPHERE 3D CORP.

Warrant Shares: [●]

Issue Date: September 11, 2026

THIS COMMON SHARE PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2031

(the “Termination Date”) but not thereafter, to subscribe for and purchase from Sphere 3D Corp., a corporation incorporated

under the laws of Ontario (the “Company”), up to [●] Common Shares

(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant

shall be equal to the Exercise Price, as defined in Section ‎2(b). The Warrant is being issued

pursuant to that certain Securities Purchase Agreement, dated September 8, 2026, among the Company and the purchasers signatory thereto,

as amended and/or restated from time to time (the “Purchase Agreement”).

Section 1. Definitions. Capitalized terms

used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

Section 2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy

or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section ‎2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for

the Warrant Shares specified in the applicable Notice of Exercise (the “Exercise Shares” and the date on which the

last of the Notice of Exercise and Exercise Price are delivered to the Company (as determined in accordance with the notice provisions

hereof), the “Exercise Date”) by wire transfer or cashier’s check drawn on a United States bank, unless

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice

of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise

be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in

which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date on

which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion

of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise

within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree

that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of

Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per Common Share under this Warrant shall be $3.50, subject

to adjustment as set forth herein (the “Exercise Price”).

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement

registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant

may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled

to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)

both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant

to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation

NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise or (z) the Closing Price of the Common Shares on the principal

Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable

Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered

within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular

trading hours” on such Trading Day;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(X) = the number

of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued

in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant

Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may

be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

“Closing Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed

or quoted on a Trading Market, the closing price of the Common Shares for the time in question (or the nearest preceding date) on the

Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of

the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent closing price per share of the Common Shares

so reported, or (d) in all other cases, the fair market value of an Common Share as determined by an independent appraiser selected in

good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)

on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are

not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on The Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing price per Common Share

so reported, or (d) in all other cases, the fair market value of an Common Share as determined by an independent appraiser selected in

good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

Notwithstanding anything herein to the contrary, if, on the Termination

Date, (A) exceeds (B) in accordance with the formula and related definitions set forth in this Section 2(c), then on the Termination Date,

any portion of this Warrant that remains unexercised as of such date shall be automatically exercised via cashless exercise pursuant to

this Section 2(c).

d) Mechanics

of Exercise.

i Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Transfer Agent is then a participant in such system and either (A) there is an effective registration statement permitting the issuance

of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder

without volume or manner-of-sale limitations pursuant to Rule 144 and the Warrant is being exercised via cashless exercise, and, in each

case, the Warrant Shares are not subject to any applicable Canadian hold period or other restriction on transfer under applicable Canadian

securities laws that would preclude such electronic delivery, and otherwise by physical delivery of a certificate (or evidence of issuance

of the Warrant Shares in book entry with the Transfer Agent), registered in the Company’s share register in the name of the Holder

or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by

the Holder in the Notice of Exercise (or, in the case of book entry issuance of Warrant Shares, evidence of such issuance to the email

address specified in such Notice of Exercise) by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company

of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless

exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement

Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST

program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means

the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the

Common Shares as in effect on the date of delivery of the Notice of Exercise.

ii Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the

Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to

the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which

new Warrant shall in all other respects be identical with this Warrant.

iii Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the

Warrant Shares pursuant to Section ‎2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such

exercise by delivering written notice to the Company at any time prior to the delivery of the Warrant Shares.

iv No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall

be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon

such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to

such fraction multiplied by the Exercise Price or round up to the next whole share.

v Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder

for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses

shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name

of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by

the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental

thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the

Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery

of the Warrant Shares.

vi Closing of Books. The Company will not close its shareholder books or records in any manner which

prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section ‎2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common

Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of

Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the

Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any

other securities of the Company (including, without limitation, any other Common Share Equivalents), subject to a limitation on conversion

or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section ‎2(e), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that

the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder

is solely responsible for any schedules required to be filed in accordance therewith and the calculations required under this Section

‎2(e). To the extent that the limitation contained in this Section ‎2(e) applies, the determination of whether this Warrant is

exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion

of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed

to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial

Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a

determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and

the rules and regulations promulgated thereunder. For purposes of this Section ‎2(e), in determining the number of outstanding Common

Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual

report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written

notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of

a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding.

In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be [4.99][9.99][19.99]% of the

number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant.

The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section ‎2(e),

provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Common Shares outstanding immediately after

giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section ‎2(e)

shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice

is delivered to the Company. The provisions of this Section ‎2(e) shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section ‎2(e) to correct this Section ‎2(e) (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this Section ‎2(e) shall apply to a successor holder of this

Warrant.

f) Canadian

Securities Laws Condition. By delivering a Notice of Exercise, the Holder shall be deemed to have made the representations, warranties

and certifications set out in paragraph (5) of the Notice of Exercise regarding Canadian securities laws. The Company shall not be required

to issue Warrant Shares upon exercise of this Warrant unless and until the Company is satisfied, acting reasonably, that the issuance

of the Warrant Shares complies with, or is exempt from, all applicable prospectus requirements under Canadian securities laws, and the

Holder has provided such representations, certifications and other evidence as the Company may reasonably require to establish such compliance

or exemption.

Section 3. Certain Adjustments.

a) Share

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes

a distribution or distributions on Common Shares or any other equity or equity equivalent securities payable in Common Shares (which,

for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

Common Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Common Shares into

a smaller number of shares, or (iv) issues by reclassification of the Common Shares into any shares of capital stock of the Company, then

in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding

treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section ‎3(a) shall become

effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person (excluding a merger effected solely to change the Company’s

name or domicile), (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease,

license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related

transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)

is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash

or property and has been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly,

in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory

share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Shares (not including

any Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making

or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section ‎2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in Section ‎2(e) on the exercise of this Warrant).

For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction,

and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash

or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration

it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in

a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all

of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section

‎3(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without

unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for

this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this

Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent

to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this

Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of

capital stock (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value

of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the

economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory

in the form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to,

and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other

Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right

and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents

with the same effect as if such Successor Entity had been named as the Company herein.

c) Calculations.

All calculations under this Section ‎3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For

purposes of this Section ‎3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of

the number of Common Shares (excluding treasury shares, if any) issued and outstanding.

d) Notice

to Holder.

i Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision

of this Section ‎3, the Company shall promptly, at its expense, deliver to the Holder by facsimile or email a notice setting forth

the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement

of the facts requiring such adjustment.

ii Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution

in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common

Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase

any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection

with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all

or substantially all of its assets, or any compulsory share exchange whereby the Common Shares is converted into other securities, cash

or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of

the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number

or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record

or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Shares

of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which

such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date

as of which it is expected that holders of the Common Shares of record shall be entitled to exchange their Common Shares for securities,

cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that

the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action

required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public

information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file or furnish such information with the

Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing

on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section ‎4(d) hereof and to the provisions

of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender

of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially

in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable

upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant

or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument

of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant

shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant

to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this

Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section ‎4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this

Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

d) Transfer

Restrictions. In addition to compliance with applicable Canadian securities laws if, at the time of the surrender of this Warrant

in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective

registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without

volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition

of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 4.1

of the Purchase Agreement.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act, or with a view to, or for resale in connection with, a distribution in Canada

in violation of applicable Canadian securities laws.

Section 5. Miscellaneous.

a) No

Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section ‎2(a). Without limiting any rights

of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant

to Section 2(d)(i) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized

Shares.

The Company covenants that,

during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number of shares

to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant, free from preemptive rights

or any other contingent purchase rights of persons other than the Holder. The Company further covenants that its issuance of this Warrant

shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise

of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant

Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market

upon which the Common Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the

purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such

Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens

and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously

with such issue).

Except and to the extent as

waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its constating documents

or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary

action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith

assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights

of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) maintain

the Warrant Shares as common shares without par value and not take any action that would impair the Company’s ability to validly

and legally issue the Warrant Shares as common shares without par value, (ii) take all such action as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant

and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body

having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which

would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company

shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or

bodies having jurisdiction thereof.

e) Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance

with the provisions of the Purchase Agreement.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws. Additionally, the Holder acknowledges

that the Warrant and the Warrant Shares may be subject to restrictions on transfer and resale under Canadian securities laws, including

National Instrument 45-102 – Resale of Securities.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in

accordance with the notice provisions of the Purchase Agreement.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

o) Execution.

This Warrant may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” or similar format data

file, in which case such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or “.pdf” or similar format signature page were an original

thereof.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this

Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SPHERE 3D CORP.

By:

Name:

Joel Block

Title:

Chief Executive Officer

(Signature Page to Common

Share Warrant)

NOTICE OF EXERCISE

TO: SPHERE 3D CORP.

(1) The undersigned hereby elects to purchase ________

Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment

of the Exercise Price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable

box):

☐

in lawful money of the United States; or

☐ if permitted the cancellation of

such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with

respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name

of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account

Number (please include Broker DTC number as well):

_______________________________

(4) Accredited Investor. The undersigned is

an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

(5) Canadian Securities Laws Certification.

The undersigned hereby represents, warrants and certifies to the Company that, as at the date of this Notice of Exercise:

(a) the undersigned is not resident in Canada and

is located outside of Canada;

(b) the undersigned is acquiring the Warrant

Shares as principal for its own account and not with a view to, or for resale in connection with, a distribution of the Warrant Shares

in Canada;

solely for the purpose of acquiring the Warrant Shares for the benefit of a person in Canada;

(d) no securities commission or similar regulatory

authority in Canada has reviewed or passed upon the merits of the Warrant Shares and the issuance of the Warrant Shares has not been qualified

by a prospectus filed with any securities commission or similar regulatory authority in Canada;

(e) the issuance of the Warrant Shares to

the undersigned complies with, or is exempt from, the applicable securities law requirements of the jurisdiction in which the undersigned

is resident; and

(f) the representations and warranties of

the undersigned set forth in Sections 3.2(i) and 3.2(j) of the Purchase Agreement remain true and correct as of the date hereof.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________

Signature of Authorized Signatory of Investing Entity: __________________________________

Name of Authorized Signatory: ____________________________________________________

Title of Authorized Signatory: _____________________________________________________

Date: _________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced

thereby are hereby assigned to:

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-10.3 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 11, 2026, BY AND AMONG SPHERE 3D CORP. AND THE PURCHASERS PARTY THERETO

EX-10.3

Filename: ea030512901ex10-3.htm · Sequence: 4

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is made and entered into as of September 11, 2026, between Sphere 3D Corp., a corporation incorporated

under the laws of Ontario (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser”

and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities

Purchase Agreement, dated as of September 8, 2026, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as

follows:

1. Definitions.

Capitalized terms used and

not otherwise defined herein that are defined in the Purchase Agreement shall have the respective meanings given to such terms in the

Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning

set forth in Section ‎6(b).

“Effectiveness Date”

means, with respect to the Initial Registration Statement required to be filed hereunder, the 30th calendar day following the Filing Date

(or, in the event of a “full review” by the Commission, the 45th calendar day following the Filing Date) and, with respect

to any additional Registration Statements which may be required pursuant to Section ‎2(d) or

Section ‎3(c), the 30th calendar day following the date on which an additional Registration Statement

is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 45th calendar day following

the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event

the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject

to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the

date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness

Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness Period”

shall have the meaning set forth in Section ‎2(b).

“Filing Date”

shall have the meaning set forth in Section ‎2(a).

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party”

shall have the meaning set forth in Section ‎5(c).

“Indemnifying Party”

shall have the meaning set forth in Section ‎5(c).

“Initial Registration

Statement” shall have the meaning set forth in Section ‎2(a).

“Losses”

shall have the meaning set forth in Section ‎5(a).

“Plan of Distribution”

shall have the meaning set forth in Section ‎2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission

pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of

any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities”

means, as of any date of determination, (a) all Shares, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants

(assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), and (c) any securities

issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;

provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be

required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as

(a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the

Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,

(b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale

without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion

letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities

and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or

are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the Company, upon the advice of counsel

to the Company.

“Registration Statement”

means any registration statement required to be filed hereunder pursuant to Section ‎2(a) and

any additional registration statements contemplated by Section ‎2(d) or Section ‎3(c)

(in each case with respect to the Registrable Securities), including (in each case) the Prospectus, amendments and supplements to any

such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 415”

means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Selling Shareholder

Questionnaire” shall have the meaning set forth in Section ‎3(a).

“SEC Guidance”

means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission

staff and (ii) the Securities Act.

2. Shelf

Registration.

(a) No

later than the date that is 181 days after the Closing Date (such date, the “Filing Date”), the Company shall prepare

and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered

on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Registration

Statement”). Each Registration Statement filed hereunder shall be on Form S-3 and shall contain (unless otherwise directed by

at least 85% in interest of the Holders) the “Plan of Distribution” substantially in the form attached hereto as Annex

A and the “Selling Shareholder” section substantially in the form attached hereto as Annex B; provided,

however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior

written consent. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with

the Commission such comments as the Holders or a single counsel thereto reasonably proposes, and (b) not file any Registration Statement

or Prospectus or any amendment or supplement thereto containing information regarding a Holder to which such Holder reasonably objects,

unless such information is required to comply with any applicable law or regulation. The Holder shall furnish all information reasonably

requested by the Company and as shall otherwise be required in connection with any registration referred to in this Agreement. The Registration

Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light

of the circumstances in which they were made, not misleading.

(b) Subject

to the terms of this Agreement and the transfer restrictions contained in the Purchase Agreement, including the Lock-Up Period, the Company

shall use its reasonable best efforts to cause each Registration Statement filed under this Agreement (including, without limitation,

under Section ‎3(c)) to be declared effective under the Securities Act as promptly as possible after the Filing Date or the

New Registration Filing Date, as applicable, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable

best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities

covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale

restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information

requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed

and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify

the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms

effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall,

by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus

with the Commission as required by Rule 424.

the registration obligations set forth in Section ‎2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments

to the Initial Registration Statement or a new registration statement (together with any prospectuses or prospectus supplements thereunder,

a “New Registration Statement”) as required by the Commission, covering the maximum number of Registrable Securities

permitted to be registered by the Commission, on Form S-3, subject to the provisions of Section 2(e), as soon as reasonably practicable

but in any event not later than ten Business Days after the necessity therefor arises (the “New Registration Filing Date”);

provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable best efforts to

advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including

without limitation, Compliance and Disclosure Interpretation 612.09. The Holders shall have the right to select one legal counsel retained

at the Holders’ sole expense, which counsel shall be selected by the Holders holding a majority of the Registrable Securities, to

review and oversee any registration or matters pursuant to this Section ‎2(d), including participation in any meetings or discussions

with the Commission regarding the Commission’s position and to reasonably comment on any written submission made to the Commission

with respect thereto. The Company shall use its reasonable best efforts to have such amendments become effective as soon as reasonably

practicable following the filing thereof but no later than the applicable Effectiveness Date.

(d) Notwithstanding

any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities

permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially

reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless

otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such

Registration Statement will be reduced, subject to any written contractual registration rights of other shareholders of the Company as

of the date hereof, as follows:

a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the

case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant

Shares held by such Holders); and

c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that

some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

In the event of a cutback hereunder, the Company

shall give each Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment

of Registrable Securities to be registered on such Registration Statement. In the event the Company amends the Initial Registration Statement

in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed

by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements

on Form S-3 to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement,

as amended.

(e) If

Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, then the Company shall not have any

obligation to register the resale of the Registrable Securities, whether on Form S-1 or any other form; provided that the Company shall

undertake to register the Registrable Securities on Form S-3 as soon as such form is available.

(f) Notwithstanding

anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any

Underwriter without the prior written consent of such Holder.

3. Registration

Procedures.

In connection with the Company’s registration obligations hereunder,

the Company shall:

(a) Not

less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the

filing of any related Prospectus or any amendment or supplement thereto (excluding any Annual Report on Form 10-K, Quarterly Report on

Form 10-Q and Current Report on Form 8-K, including any amendment thereto and any similar or successor reports) including any document

that would be incorporated or deemed to be incorporated therein by reference, the Company shall (i) furnish to each Holder copies of all

such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be

subject to the review of such Holders, and (ii) cause its officers, directors, counsel and independent registered public accountants to

respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable

investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or

any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good

faith, provided that, the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have

been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related

Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached

to this Agreement as Annex C (a “Selling Shareholder Questionnaire”) on a date that is not less than two (2)

Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder

receives draft materials in accordance with this Section.

(b) (i)

Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register

for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence

from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein

which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material

respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with

the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Common Shares then registered

in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable New

Registration Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such

Registrable Securities.

(d) Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by

an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and

in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such

notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for

that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,

makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would constitute material, non-public information

regarding the Company or any of its Subsidiaries, and the Company agrees that the Holders shall not have any contractual duty of confidentiality

to the Company or any of its Subsidiaries and shall not have any contractual duty to the Company or any of its Subsidiaries not to trade

on the basis of such information, in each case except as required by applicable law.

(e) Use

its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the

effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the

Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or

successor thereto) need not be furnished in physical form.

(g) Subject

to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by

each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any

amendment or supplement thereto, except after the giving of any notice pursuant to Section ‎3(d).

(h) Prior

to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling

Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable

Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder

reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness

Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable

Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business

in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not

then so subject or file a general consent to service of process in any such jurisdiction.

(i) If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates (or evidence of book

entry transfer) representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates

(or evidence of book entry transfer) shall be free, to the extent permitted by the Purchase Agreement and applicable securities laws,

of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any

such Holder may request.

(j) Upon

the occurrence of any event contemplated by Section ‎3(d), as promptly as reasonably possible under the circumstances, taking

into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature

disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement

to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required

document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus, as the case may be, will contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses

(iii) through (vi) of Section ‎3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus

have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that

the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this

Section ‎3(j) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar

days (which need not be consecutive days) in any 12-month period.

(k) Otherwise

use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and

the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement

or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at

any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) If

then eligible to use Form S-3, the Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or

any successor form thereto) for the registration of the resale of Registrable Securities.

(m) The

Company may require each selling Holder to furnish to the Company a certified statement as to the number of Common Shares beneficially

owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the

shares.

4. Registration

Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by

the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to

in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees

and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission,

(B) with respect to filings required to be made with any Trading Market on which the Common Shares are then listed for trading, and (C)

in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation,

fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities),

(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,

telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the

Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation

of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred

in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and

expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses

incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall

the Company be responsible for any underwriting discounts or broker or similar commissions or fees of any Holder or any legal fees or

other costs of the Holders.

5. Indemnification.

(a) Indemnification

by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the

officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a

result of a pledge or any failure to perform under a margin call of Common Shares) investment advisors and employees (and any other Persons

with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each

of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent

role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the

fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without

limitation, reasonable and documented attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising

out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus

or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to

any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the

case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation

or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,

in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such

untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder

expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution

of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement,

such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose)

or (ii) in the case of an occurrence of an event of the type specified in Section ‎3(d)(iii)-(iv), the use by such Holder of

an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is

outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated

in Section ‎6(b). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising

from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain

in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer

of any Registrable Securities by any of the Holders in accordance with Section ‎6(e).

(b) Indemnification

by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents

and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,

from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of

a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary

prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were

made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information

so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii)

to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Shareholder

Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such

Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose),

such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than

the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section ‎5

and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received

by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification

obligation.

of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder

(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the

“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including

the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection

with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party

of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a

court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially

and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ

separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be

at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses,

(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory

to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include

both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material

conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which

case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of

the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable and documented

fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall

not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably

withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of

any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release

of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable

fees and expenses of the Indemnified Party (including reasonable fees and expenses, to the extent incurred, in connection with investigating

or preparing to defend such Proceeding in a manner not inconsistent with this Section ‎5) shall be paid to the Indemnified Party,

as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall

promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified

Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not

to be entitled to indemnification hereunder.

(d) Contribution.

If the indemnification under Section ‎5(a) or ‎5(b) is unavailable to an Indemnified Party or insufficient to hold

an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified

Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection

with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative

fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in

question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has

been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or

payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable

and documented attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such

party would have been indemnified for such fees or expenses if the indemnification provided for in this Section ‎5 was available

to such party in accordance with its terms.

The parties hereto agree that it would not be

just and equitable if contribution pursuant to this Section ‎5(d) were determined by pro rata allocation or by any other method of

allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event

shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net

of all expenses paid by such Holder in connection with any claim relating to this Section ‎5 and the amount of any damages such Holder

has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it

upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and contribution

agreements contained in this Section ‎5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified

Parties.

6. Miscellaneous.

(a) Remedies.

In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the

Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery

of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that

monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions

of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall

not assert or shall waive the defense that a remedy at law would be adequate.

(b) Discontinued

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the

occurrence of any event of the kind described in Section ‎3(d)(iii) through (vi), such Holder will forthwith discontinue disposition

of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the

Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its

reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the

Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes

any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver

disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group

of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or

amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall

be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted

from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect

to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights

of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;

provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section ‎6(c). No consideration shall be offered or paid to any Person to

amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of

the parties to this Agreement.

(d) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth

in the Purchase Agreement.

(e) Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the

parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective

rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement, provided, for the avoidance

of doubt, no assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate

Company unless and until the Company shall have received (i) written notice of such assignment as provided in this Section ‎6(e)

and (ii) the written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions

of this Agreement. Any transfer or assignment made other than as provided in this Section ‎6(e) shall be null and void.

(f) No

Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered into any agreement, as of the date hereof, that

would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(g) Execution

and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party

executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature

page were an original thereof.

(h) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in

accordance with the provisions of the Purchase Agreement.

(i) Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(j) Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Non-Recourse.

Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees and acknowledges that no recourse

under this Agreement or the Purchase Agreement shall be had against any current or future director, officer, employee, stockholder, general

or limited partner or member of the Purchasers or of any affiliates or assignees thereof, whether by the enforcement of any assessment

or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and

acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director,

officer, employee, stockholder, general or limited partner or member of the Purchasers or of any affiliates or assignees thereof, as such

for any obligation of the Purchasers under this Agreement or any documents or instruments delivered in connection with this Agreement

for any claim based on, in respect of or by reason of such obligations or their creation.

(l) Headings.

The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or

affect any of the provisions hereof.

(m) Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations

of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder

pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind

of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to

such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.

Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,

and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of

a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or

decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by

any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder,

solely, and not between the Company and the Holders collectively and not between and among Holders.

(n) Actions

to be Taken on Non-Business Days. If any action required to be taken hereunder falls on a date that is not a Business Day, then such

action may be taken on the next succeeding Business Day without there having been a breach of the provision of this Agreement requiring

the taking of such action.

********************

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have executed this Registration Rights

Agreement as of the date first written above.

SPHERE

3D CORP.

Joel

Block

By:

/s/

Joel Block

Chief

Executive Officer

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE PAGE OF HOLDERS TO RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this

Registration Rights Agreement Joinder (this “Joinder”) pursuant to the Registration Rights Agreement dated as of September

11, 2026 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Sphere 3D Corp., a company

organized under the laws of Ontario, and the other persons named as parties therein.

By executing and delivering this Joinder, the

undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement

as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.

Accordingly, the undersigned has executed and

delivered this Joinder as of the ____ day of _____________, 20__

HOLDER:

[●]

By:___________________________

Its:

Address for Notices:

[●]

Agreed and Accepted as of

[●]

By:___________________________

Its:

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 8, 2026

EX-99.1

Filename: ea030512901ex99-1.htm · Sequence: 5

Exhibit 99.1

Sphere 3D Corp. Concludes 90-Day Strategic Review,

Announces Pricing of $5.0 Million Private Placement, and Divests Non-Core Assets to Fund AI and High-Performance Computing Development

Three Directors, Including the Board Chairman

and Chief Executive Officer, are participating in the Private Placement; Sale of Non-Core Iowa Site and Legacy Mining Fleet to Fund AI

and High-Performance Computing Development in the TVA Region; Company Secures Land Option in Hopkinsville, Kentucky

Stamford, Connecticut, September 8, 2026

- Sphere 3D Corp. d/b/a DarkHorse Technologies (NASDAQ: ANY) (“Sphere 3D” or the “Company”), today announced that

it has entered into a securities purchase agreement (the “Purchase Agreement”) for a private placement financing (the “Private

Placement”) which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement includes meaningful participation

from certain Company insiders as described below. In addition, the Company has announced the initial conclusions of the strategic review

conducted by management and the Board of Directors during the first 90 days following its June 2026 business combination. The review’s

conclusions include continued development of our existing sites within the Tennessee Valley Authority (“TVA”) into AI factories

along with active pursuit of a new development in Hopkinsville, Kentucky, where the Company, via a wholly owned subsidiary, has secured

a land option and has proposed a new 50 megawatt (“MW”) data center supported by a new 65 MW substation, each of which remains

subject to zoning and other approvals. The review also determined that the Iowa site and legacy mining fleet are non-core, and the Company

has agreed to sell both.

Private Placement. The Company announced

the pricing of the Private Placement which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement is

expected to close on or about September 11, 2026, subject to customary closing conditions. Pursuant to the Private Placement, the

Company agreed to issue and sell an aggregate of 1,666,661 units (the “Units”) at a purchase price of $3.00 per

Unit. Each Unit consists of (i) one common share of the Company and (ii) one five-year warrant to purchase one common share at an exercise

price of $3.50 per share. The price per Unit and the exercise price of the warrant represent a 29% and 51% premium, respectively,

to the Company’s closing price on September 4, 2026. Further, pursuant to the terms of the Purchase Agreement, the securities issued

in the Private Placement will be subject to a six-month contractual lock-up period. Three directors of the Company, including Timothy

Hanley, Chairman of the Board, and Joel Block, Chief Executive Officer, have subscribed in the Private Placement (collectively, the “Participating

Insiders”). The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including funding

the Company’s AI/HPC development in the TVA region.

Hopkinsville. The Company has secured an

option to acquire approximately 20 acres in Hopkinsville, Kentucky and has proposed developing a new data center at the site drawing approximately

50 MW, supported by a new 65 MW substation that we have offered to fund at an estimated cost of $8 million to $10 million. The remaining

15 MW of capacity will be made available to other Hopkinsville Electric System (“HES”) customers. HES has publicly indicated

that the TVA could supply the additional capacity without affecting service to its approximately 13,000 existing customers. The proposal

has not yet received all requisite regulatory approvals which could affect the project’s feasibility, timing, or scope. Separately,

the Company is evaluating conversion of its existing Hopkinsville operation, which is contracted to draw approximately 15 MW at HES’s

Holland Substation, to AI and high-performance computing use.

Portfolio Focus. Following the review,

management and the Board determined that the Company’s Iowa site is a non-core asset and the Company has entered into a definitive

agreement to sell the site for $1.5 million. Additionally, the Company expects to recover approximately $500,000 in utility deposits and

related prepayments, bringing total proceeds to approximately $2 million. Together with the expected proceeds of the Private Placement,

the Company will deploy funds toward the development of AI and high-performance computing infrastructure across its Tennessee and Kentucky

sites. The Company has also agreed to sell its legacy fleet of approximately 5,500 proprietary mining machines for approximately $3 million.

Following the Iowa sale, the Company will own and/or operate approximately 50 MW of energized capacity across four sites in Tennessee

and Kentucky, reflecting an additional 5 MW now under contract in Hopkinsville, and excluding the proposed new Hopkinsville data center

and other pipeline opportunities.

Mining Structure. With Bitdeer Technologies

Group (NASDAQ: BTDR) now supplying and owning the hardware at 20 MW of the 30 MW contracted under the Company’s joint mining agreements

and the third site expected online before November 2026 as previously disclosed, the Company’s bitcoin mining exposure is structured

primarily through revenue-share hosting arrangements. The Company controls the power and the sites and the termination provisions in these

agreements preserve the Company’s ability to redeploy capacity to AI and high-performance computing workloads.

Development Roadmap. The strategy that

emerged from the review is to develop AI and high-performance computing facilities across smaller, distribution-connected sites that larger

developers overlook. Priorities will include speed from site to operating compute, partnership with host communities and their utilities,

and investment in local technical education and workforce training. The new Hopkinsville data center is the first project advanced under

this approach. The Company intends to concentrate its development effort in the TVA region, where its existing footprint, utility relationships,

and government affairs and economic development partnerships are already in place.

“One of the primary initiatives of this

management team is to allocate capital on a risk-adjusted basis, and the first 90 days were spent deciding where every dollar and every

hour goes,” said Joel Block, Chief Executive Officer of Sphere 3D Corp. “We determined, in consultation with our Board, that

our Iowa site is non-core. We are selling that site and our legacy mining fleet and redeploying that capital, together with the proceeds

from the Private Placement, into AI infrastructure in the TVA region. I believe the participation of our directors in the Private Placement,

including me, speaks volumes to the value we see in Sphere 3D.”

The Participating Insiders subscribed for a

total of 333,332 Units for aggregate gross proceeds of approximately $1.0 million. Each issuance by the Company of securities to a Participating

Insider in connection with the Private Placement is considered a “related party transaction” within the meaning of Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt

from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections

5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties,

is not more than 25% of the Company’s market capitalization.

The securities in the Private Placement described

above are being offered in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act

of 1933, as amended (the “Securities Act”), and pursuant to applicable prospectus exemptions under Canadian securities laws.

The securities have not been registered under the Securities Act or applicable state securities laws and, accordingly, may not be offered

or sold in the United States absent registration or an applicable exemption from such registration requirements. The securities

may also be subject to applicable hold periods and other resale restrictions under applicable Canadian securities laws.

This press release shall not constitute an

offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction

in which such offer, solicitation or sale would be unlawful.

About Sphere 3D Corp.

Sphere 3D Corp. (NASDAQ: ANY), doing business

as DarkHorse Technologies, is a digital infrastructure company focused on operating and expanding scalable power and data center assets

for high-performance computing, AI workloads and digital asset infrastructure. Following its business combination with Cathedra Bitcoin

and the sale of its Iowa site, the Company owns and/or operates approximately 50 MW of operating power capacity across four data center

locations in Tennessee and Kentucky, and has a proposed new 50 MW data center in Hopkinsville, Kentucky, together with a development pipeline

exceeding 100 MW of additional potential expansion opportunities. The Company combines infrastructure ownership, energy optimization expertise

and capital markets access to pursue long-term value creation across next-generation compute infrastructure. The Company’s shareholders

have approved the change of the Company’s name to DarkHorse Technologies Inc., which will become effective upon the Company’s

continuance from Ontario to British Columbia, and the Company has reserved the Nasdaq ticker “DRK,” with the name and ticker

changes subject to Nasdaq procedures and other conditions. Until those changes are effective, the Company’s common shares will continue

to trade on Nasdaq under the ticker symbol “ANY.” For more information, visit www.sphere3d.com/investors.

Forward-Looking Statements

This communication contains forward-looking

statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and

the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events and include statements

regarding the Company’s strategy, plans and objectives; the completion of the Private Placement on the anticipated terms, timing

or at all, the conclusions of the Company’s strategic review; the proposed Hopkinsville data center and the related 65 MW substation,

including their design, estimated cost, funding, construction and energization and the availability of capacity to other local utility

customers, each of which depends on Hopkinsville Electric System, the Tennessee Valley Authority, zoning and other regulatory approvals,

and construction timelines outside the Company’s control; the potential conversion of the Company’s existing Hopkinsville

operation; the completion of the sale of the Company’s Iowa site and the expected recovery of utility deposits and related prepayments,

which are subject to conditions and may not occur; the sale of the Company’s legacy mining fleet; the use of proceeds of the Private

Placement and the potential dilution associated with the warrants issued in the Private Placement; the installation, energization and

expected benefits of the co-mining agreements with Bitdeer and the Company’s ability to redeploy capacity to AI and high-performance

computing workloads; the utilization, evaluation, conversion and expansion of the Company’s power and data center assets and any

AI or high-performance computing deployment, none of which is contracted; the expected completion and timing of the Company’s continuance

from Ontario to British Columbia, including the receipt of required regulatory approvals; and the expected effectiveness of the Company’s

name change to DarkHorse Technologies Inc. and related change of Nasdaq ticker symbol to “DRK,” which remain subject to Nasdaq

procedures and other conditions and may not occur on the anticipated timeline or at all. In some cases, forward-looking statements can

be identified by words such as “may,” “will,” “should,” “expects,” “plans,”

“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”

“believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative

of these words or other similar terms or expressions. Expectations and beliefs regarding these matters may not materialize, and actual

results are subject to risks and uncertainties that could cause them to differ materially from those projected. These risks and uncertainties

include general market conditions and those more fully described in the Company’s filings with the Securities and Exchange Commission,

including its reports on Forms 10-K, 10-Q and 8-K and other filings made from time to time and available at www.sec.gov. Forward-looking

statements speak only as of the date they are made and are based on information available at that time. The Company does not assume any

obligation to update forward-looking statements to reflect subsequent circumstances or events, except as required by applicable securities

laws.

SPHERE 3D CONTACT

Investor.relations@sphere3d.com

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dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Details

Name:

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Namespace Prefix:

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- Details

Name:

us-gaap_StatementClassOfStockAxis=ANY_CommonSharesPurchaseRightsMember

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