Sphere 3D Corp. (NasdaqCM:ANY) signed definitive agreement to acquire Rainmaker Holland B.V. from Rainmaker Worldwide Inc. (OTCPK:RAKR) on January 3, 2021. The consideration includes issuance of 11.35 million series F preferred shares of Sphere and the issuance of warrants to acquire 0.5 million series F preferred shares at an exercise price of CAD 2 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 Sphere for no additional consideration, subject to receipt of all necessary regulatory approvals, 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 0.1 million of the underlying common shares to be released monthly commencing on the 4th month following the closing date and cash consideration of CAD 1.96 million payable to third parties to cancel certain royalty agreements as follows; CAD 0.5 million on the 10th day after the date of closing and the balance on the 90th day following the date of closing. Sphere has agreed to amend the CAD 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 CAD 0.4 million in return for certain assets being transferred to Sphere as part of the purchase agreement and series F preferred shares provide that the maximum number of common shares that they can be exchanged for, without prior shareholder approval, is 1.6 million common shares.

Sphere further announces that upon closing of the transaction, Peter Tassiopoulos, the current Chief Executive Officer of Sphere 3D, will transition his role to Executive Chairman and will remain as a Director. In addition, Michael Skinner has agreed to join Sphere, post-closing, as the interim Chief Executive Officer to assist with the integration of Rainmaker Holland. Joost Oosterling, Rainmaker's co-founder and Managing Director of Europe and Joost Dessing, Chief Technology Officer will continue in their roles with Rainmaker Holland BV. The transaction is subject to NASDAQ approval, completion of due diligence investigation, execution of a lock-up agreement and any other board and/or regulatory approvals, as applicable and is expected to occur on or about January 14, 2021. As of January 19, 2021, the companies are still in process of satisfying the closing conditions.