Sphere 3D Corp

This management proposal seeks approval of a special resolution to continue Sphere 3D Corp. from Ontario (OBCA) to British Columbia (BCBCA) and to adopt a new Notice of Articles and Articles under the BCBCA. Management argues the BCBCA will provide increased corporate flexibility for governance and capital-structure actions, and will facilitate implementation of the proposed name change because the desired corporate name is available in British Columbia but not in Ontario. The Continuance will replace the Company's existing constating documents with the New Articles (substantially in the form attached as Appendix A) and will not create a new legal entity or change the business; however, it will change the applicable corporate statute and certain shareholder procedural rights. As part of the Continuance the Company proposes to eliminate unused Series A–G preferred share authorizations while preserving Common Shares and outstanding Series H and I rights; no existing issued shares (other than removal of unused authorizations) are affected. The proposal requires a two‑thirds (66 2/3%) affirmative vote and is treated as a non‑routine matter for brokers, so broker non‑votes may occur for beneficial owners who do not provide instructions. The Board retains discretion to abandon the Continuance even if approved and highlights dissent rights available under section 185 of the OBCA for registered shareholders who comply with the statutory procedure. The Board unanimously recommends a “FOR” vote, stating it views the Continuance as fair and beneficial to shareholders, mainly for flexibility, administrative efficiency, and to enable the planned name change; shareholders should weigh procedural differences between OBCA and BCBCA (summarized in Appendix B) and consider dissent rights and timing implications before voting.

This management proposal requests shareholder approval of a special resolution to amend the articles and change the Company’s name to “DarkHorse Technologies Inc.” (or a derivation) to better reflect its current core business and evolving focus on digital infrastructure. Management explains the name change would not affect the validity or transferability of existing stock certificates, the capital structure, or Nasdaq trading, though it may result in a new trading symbol and CUSIP; implementation can occur under OBCA or concurrently with the Continuance under the BCBCA depending on Board timing. The Board frames the change as a strategic rebranding aligning corporate identity with operations and contends regulatory and administrative steps (filings of articles of amendment or reflection in the continuation application) will be handled by management and officers. The Name Change requires a two‑thirds (66 2/3%) vote and the Board reserves the right to revoke or not implement the change even if approved. The Board unanimously recommends a “FOR” vote, arguing the benefit for corporate identity and that the Continuance may be necessary for securing the preferred name if it is unavailable in Ontario. Shareholders should note the procedural mechanics and that the full implementation may involve additional filings and a new CUSIP and trading symbol if the Board elects to proceed.

This proposal asks shareholders to authorize the holder of any proxy solicited by the Board to vote in favour of adjourning the Meeting from time to time, to a later date or dates, to permit further solicitation of proxies or to establish a quorum. The practical effect is to give management the ability to delay final votes on the Continuance and Name Change proposals if there are insufficient votes or a lack of quorum, enabling additional outreach to shareholders to seek changed votes or additional participation. Approval requires a simple majority of votes cast; abstentions have no effect. The Board argues this is a standard procedural safeguard to ensure that significant corporate actions can be brought to a vote with adequate shareholder participation and that additional time may secure the necessary two‑thirds approval for the special resolutions. However, from a governance perspective, an adjournment can also allow management to avoid an immediate definitive shareholder decision and to take additional steps to influence outcomes; shareholders should weigh whether additional solicitation would serve their interests or simply extend the process. The Board unanimously recommends a “FOR” vote, but shareholders concerned about substantive outcomes may consider whether to require that management report back on solicitation efforts or set a clearly limited adjournment period when granting such authority.