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Sphere 3D to Acquire Rainmaker Water Technology and Service Provider Agreements through Purchase of 100% of Rainmaker Holland BV
Sphere 3D to Acquire Rainmaker Water Technology and Service Provider Agreements through Purchase of 100% of Rainmaker Holland BV.
About this update from Rainmaker Worldwide Inc.
[{"type":"text","content":" Sphere 3D and Rainmaker Worldwide terminate previously announced Merger Agreement Toronto, Canada – January 4th, 2021 – 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. (“Rainmaker Worldwide” or “RAKR”) (OTC: 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 4th month following the closing date (the “Lock-up and Leak-out Agreement”);Cash consideration of $1,960,000 payable to third parties to cancel certain royalty agreements as follows: $500,000 on the 10th day after the date of closing and the balance on the 90th 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).The closing of the transaction is expected to occur on or about January 14, ...