13D Filing: Cyrus Capital Partners and Sphere 3D Corp (ANY)

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ITEM 6.         Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer

The Reporting Persons may be deemed to be a “group”
pursuant to Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute
an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any Common Stock beneficially
owned by any of the Reporting Persons for purposes of Section 13(d) of the Act, the rules promulgated thereunder or for any other
purpose.

The information set forth in Item 4 of this Schedule 13D is
hereby incorporated by reference.

 

ITEM 7.         Material to be Filed as Exhibits

 

99.2 Joint Filing Agreement as required by Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended (incorporated by reference to Schedule 13D as filed with the Securities
and Exchange Commission on December 11, 2014)

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