Sphere 3D Corp. Amended and Restated Sales Agreement

Sphere 3D Corp. has entered into an Amended and Restated Sales Agreement with A.G.P./Alliance Global Partners and Maxim Group LLC. This agreement amends the original sales agreement to include Maxim Group LLC as a sales agent. The company may issue and sell its common shares, up to an aggregate offering price of $10,300,000, through these sales agents. These sales will be conducted as "at the market offerings" under the company's effective registration statement. The agreement also details the terms and conditions for the sale of these shares, including the process for sales agent to notify the company of sales, settlement procedures, and representations and warranties made by Sphere 3D Corp. regarding its business, financial condition, and compliance with securities laws. The company has terminated its previous offering under the original sales agreement.