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The Reporting Persons expect to independently evaluate on
an ongoing basis Sphere 3D’s financial condition and prospects and their interest in, and intentions with respect to,
Sphere 3D and their investment in the securities of, Sphere 3D, which review may be based on various factors, including
whether various strategic transactions have occurred or may occur, Sphere 3D’s business and financial condition,
results of operations and prospects, general economic and industry conditions, the securities markets in general and those
for Sphere 3D’s securities in particular, as well as other developments and other investment opportunities. Each of the
Reporting Persons reserves the right to change its intentions and develop plans or proposals at any time, as it deems
appropriate. Each of the Reporting Persons may at any time and from time to time, in the open market, in privately negotiated
transactions or otherwise, acquire additional securities of Sphere 3D including Common Shares, dispose of all or a portion of
the securities of Sphere 3D, including the Common Shares, that the Reporting Persons now own or may hereafter acquire, and/or
enter into derivative transactions with institutional counterparties with respect to Sphere 3D’s securities. Currently,
the Reporting Persons are actively engaging in disposing a material portion of the Common Shares they own in the open market
and are evaluating whether to dispose of any additional securities in the future. In addition, the Reporting Persons may
engage in discussions with management of Sphere 3D, members of the board of directors of Sphere 3D, shareholders of Sphere
3D, industry analysts, existing or potential strategic partners or competitors, investment and finance professionals, sources
of credit, other investors and other relevant parties concerning the operations, management, composition of Sphere 3D’s
board of directors and management, ownership, capital structure, balance sheet management, strategy and future plans of
Sphere 3D including the possibility of proposing one or more acquisitions, business combinations, mergers, asset sales, asset
purchases or other similar transactions involving Sphere 3D and other third parties.
Except as set forth herein, the Reporting Persons do not have
present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by
reference.
ITEM 5. Interest in Securities of the Issuer
(a) and (b) Items 7 through 11 and 13 of each of the cover
pages of this Schedule 13D are incorporated herein by reference. Such information is based on 6,698,271 Common Shares
outstanding at October 23, 2017 as disclosed in Exhibit 99.2 to the Issuer’s Report of Foreign Private Issuer on Form
6-K (File No. 00136532) filed with the SEC on November 13, 2017 plus (ii) the 409,981 Common Shares issued to FBC in lieu
of interest on December 29, 2017.
(c) Other than the February 2015 Warrant Abandonment and
the Sale Transactions reported herein, there have been no transactions with respect to the securities of Sphere 3D during
the sixty days prior to the date of this Schedule 13D by the Reporting Persons, or to their knowledge, by any executive
officer or director of the Reporting Persons.
(d) No other person is known by any Reporting Persons to have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities of Sphere
3D beneficially owned by any Reporting Person.
(e) Not applicable.
