Waiver of Mandatory Redemption Rights for Series B Preferred Shares between FBC Holdings S.à r.l. and Sphere 3D Corp.

Contract Categories: Business Finance › Waiver Agreements
Summary

FBC Holdings S.à r.l., the sole owner of all Series B Preferred Shares of Sphere 3D Corp., agrees to waive its right to require Sphere 3D Corp. to redeem 1,000,000 of these shares by November 13, 2020, as previously required. This waiver applies only to the mandatory redemption right and does not affect any other rights or terms related to the Series B Preferred Shares, which remain unchanged.

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EX-10.34 5 exhibit1034fbcwaiver.htm EXHIBIT 10.34 Exhibit



Exhibit 10.34
FBC Holdings S.à r.l.
c/o Trustmoore Luxembourg S.A.
6 Rue Dicks
L-1417 Luxembourg
Luxembourg
October 31, 2019
Sphere 3D Corp.
895 Don Mills Road, Bldg 2
Suite 900
Toronto, Ontario, Canada
M3C 1W3
Re: Series B Preferred Shares – Waiver of Mandatory Redemption Rights
Ladies and Gentlemen:
FBC Holdings S.à r.l. (“FBC”) is the registered and beneficial owner of 6,500,000 Series B Preferred Shares of Sphere 3D Corp. (“S3D”) (the “Series B Shares”) which represents the total issued and outstanding Series B Shares. The rights, privileges and preferences of the Series B Shares are as stated in S3D’s articles of amendment filed on July 12, 2019 (the “Terms of the Series B Shares”). Under the Terms of the Series B Shares, S3D is required to redeem 1,000,000 of the outstanding Series B Shares on or before November 13, 2020 (the “Mandatory Redemption”).
As of the date hereof, FBC, as the sole shareholder of the Series B Shares, hereby irrevocably waives its entitlement to the Mandatory Redemption.
Nothing in this letter shall be, or construed as, a waiver, amendment, consent or agreement in respect of any other Terms of the Series B Shares. All other Terms of the Series B Shares shall remain in full force and effect.
By FBC Holdings S.à r.l. as Holder
By: /s/ Trustmoore Luxembourg S.A.
Name: Trustmoore Luxembourg S.A.
Title: Manager A
By: /s/ Cyrus Capital Partners, LP    
Name: Cyrus Capital Partners, LP
Title: Manager B