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JB3729

12/02/14 6:29 PM

#13809 RE: Orion Nebula #13788

Orion Nebula,

The escrow shares are something I looked into awhile back. I wasn't able to find out who receives them, however, I suspect that they go to the founders of Sphere 3D.

From the Sedar filings -

Common shares issued and outstanding

Balance, December 31, 2012 and June 30, 2013 16,114,339
(I used this time period as an example because there weren't any secondary offerings or share payments for consulting, etc.)

Escrow shares released 6-27-2013 878,687

We can see from the above that the release of escrow shares on 6-27-2013 didn't raise the number of issued and outstanding shares on 6-30-2013. The escrow shares are already counted as issued and outstanding.

A portion of the escrow shares are released every June 27th and December 27th. The last of them will be released on 12-27-15.