Sphere 3D Corp. (NASDAQ: ANY) ('Sphere 3D' or the 'Company') today announced that it entered into a definitive Share Purchase Agreement (the 'Agreement') for the acquisition of Rainmaker Holland BV ('RHBV' or 'Rainmaker Holland'), a wholly owned subsidiary of Rainmaker Worldwide Inc. (OTC Pink: RAKR) ('Rainmaker Worldwide' or 'RAKR').

RHBV owns all of the RAKR intellectual property including its Air-to-Water and Water-to-Water technologies and current customer contracts and joint venture arrangements in Sri Lanka, The Bahamas and Jamaica, as well as a water distribution partnership with the Carlaw Group targeting Kenya, Senegal, Sierra Leone and Togo

The consideration for the purchase of RHBV includes

The issuance of 11,350,000 Series F preferred shares of the Company and the issuance of warrants to acquire 500,000 Series F preferred shares at an exercise price of $2.00 per share for a period of two years; each Series F preferred share is exchangeable on a one-for-one basis into common shares of the Company for no additional consideration, subject to receipt of all necessary regulatory approvals; The holders of the Series F preferred shares will enter into a 36-month lock up agreement with a leak-out provision that permits an aggregate of 100,000 of the underlying common shares to be released monthly commencing on the 4 th month following the closing date (the 'Lock-up and Leakout Agreement'); Cash consideration of $1,960,000 payable to third parties to cancel certain royalty agreements as follows: $500,000 on the 10 th day after the date of closing and the balance on the 90 th day following the date of closing; Sphere 3D has agreed to amend the $3.1 million secured advance it previously made to Rainmaker Worldwide to extend the repayment term to 48 months and reduce the face value by $362,000 in return for certain assets being transferred to the Company as part of the Purchase Agreement. The Series F preferred shares provide that the maximum number of common shares that they can be exchanged for, without prior shareholder approval, is 1,572,000 common shares (inclusive of any shares subject to the Lock-up and Leak-out Agreement).

About Sphere 3D

Sphere 3D Corp. (NASDAQ: ANY) has a portfolio of brands, including HVE ConneXions, UCX ConneXions, and SnapServer dedicated to helping customers achieve their IT goals.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties including, without limitation, inability to close the Rainmaker RHBV transaction, inability to obtain additional debt or equity financing; any increase in cash needs; Sphere 3D's ability to maintain listing with the NASDAQ Capital Market; market adoption and performance of products; the level of success of collaborations and business partnerships; possible actions by customers, partners, suppliers, competitors or regulatory authorities and other risks detailed from time to time in our periodic reports contained in filings with Canadian securities regulators (www.sedar.com) and the United States Securities and Exchange Commission (www.sec.gov). Sphere 3D undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

Contact:

Tel: +1-858-495-4211

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