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   Sphere 3D Corporation - SEC Correspondence - Filed by newsfilecorp.com

RICHARD RAYMER
Partner
DIRECT:
416-367-7388
FAX: 416-367-7371

raymer.richard@dorsey.com

July 2, 2014

VIA EDGAR

Paul Dudek
Securities and Exchange Commission
100 F
Street, NE
Washington, D.C. 20549-7553

Re: Sphere 3D Corporation – Form 40-F Registration Statement

Ladies and Gentlemen:

As requested, on behalf of Sphere 3D Corporation (the “Company”), please
find below additional information regarding the Company’s private placement of
units (the “Units”) that closed on November 12, 2013 and the Company’s
private placement of special warrants (the “Special Warrants”) that
closed on June 5, 2014. The Company is an Ontario corporation and satisfies the
definition of “foreign private issuer” as defined in Rule 405 of the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”).

The November Placement

On November 12, 2013, the Company closed a private placement of Units in Canada,
in accordance with Regulation S under U.S. Securities Act, and concurrently sold
Units in the United States (the “November U.S. Private Placement”)
on a private placement basis to a single United States institutional accredited
investor (the “November U.S. Purchaser”). The November U.S.
Private Placement was conducted in compliance with Rule 506(b) of Regulation D
under the U.S. Securities Act. Each Unit consisted of one common share of the
Company (the “Common Shares”) and one-half of one Common Share purchase
warrant to acquire one additional Common Share (each whole Common Share purchase
warrant, a “Warrant” and collectively with the Common Shares underlying
the Warrants, and the Common Shares, the “November Securities”).

The Common Shares and the Warrants issued to the November U.S. Purchaser, are
“restricted securities” within the meaning of Rule 144(a)(3) of the U.S.
Securities Act, and were issued on a certificated basis with customary United
States restrictive legends affixed thereto.

The Subscription Agreement used in connection with the offer and sale of the
Units, attached hereto as Exhibit A (the “November Subscription
Agreement”), along with the United States Subscribers Representation Letter,
included as Schedule C to the November Subscription Agreement, contain
representations and warranties of the Company and of the subscriber, regarding
compliance with Rule 506(b) and setting forth the resale restrictions applicable
to the November Securities acquired by the November U.S. Purchaser. These restrictions include the requirement to have a United States
restrictive legend affixed to the November Securities issued to the November
U.S. Purchaser, which legend restricts the transfer of the November Securities
and the exercise of the Warrants unless registered under the U.S. Securities Act
or an exemption from the registration requirements of the U.S. Securities Act,
and applicable state securities laws, is available.

July 2, 2014
Page 2

The June Placement

On June 5, 2014, the Company closed a private placement of Special Warrants in
Canada, in accordance with Regulation S under the U.S. Securities Act, and
concurrently issued Special Warrants in the United States (the “June
U.S. Private Placement”) on a private placement basis to a single
institutional accredited investor (the “June U.S. Purchaser”). The
June U.S. Private Placement was conducted in compliance with Rule 506(b) of
Regulation D under the U.S. Securities Act.

The Special Warrants issued to the June U.S. Purchaser, are “restricted
securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act, and
were issued on a certificated basis with customary United States restrictive
legends affixed thereto.

Each Special Warrant will be automatically exercised into one common share and
one-half common share purchase warrant (which along with the common shares
issuable upon exercise of common share purchase warrants are referred to
collectively as the “June Securities”). Exercise of the Special
Warrants shall occur on the third business day following effectiveness of a
prospectus filed with Canadian securities regulators (the “Canadian
Prospectus”), which shall register for resale in Canada the securities
underlying the Special Warrants. The automatic exercise of Special Warrants
shall occur with no action of the holder, nor payment of additional
consideration.

The Subscription Agreement for the Special Warrants, attached hereto as Exhibit
B (the “June Subscription Agreement”), and the United States
Subscribers Representation Letter, included as Schedule C to the June
Subscription Agreement, contain representations and warranties of the Company
and of the subscriber, regarding compliance with Rule 506(b) and setting forth
the resale restrictions applicable to the June Securities acquired by the June
U.S. Purchaser. These restrictions include the requirement to have a United
States restrictive legend affixed to the June Securities issued to the June U.S.
Purchaser, which restricts the transfer of the June Securities and the exercise
of the warrants underlying the June Securities unless registered under the U.S.
Securities Act or an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws is available. In addition, a
special warrant indenture, entered into by and between the Company and its
transfer agent, which governs among other things the transfer of Special
Warrants, prohibits the transfer of any outstanding Special Warrants to or for
the account of a U.S. Person (as defined in Rule 902 of Regulation S), unless
expressly agreed to by the Company and an opinion of counsel is delivered.

The Canadian Prospectus is expected to be filed with certain Canadian securities
regulators, including Ontario, in the coming weeks. The Plan of Distribution of
the Canadian Prospectus will contain language setting forth that the June
Securities issued in the June U.S. Private Placement have not been registered
under the U.S. Securities Act or applicable state securities laws and that they
may not be offered or sold in the United States or to or for the account or
benefit of a U.S. Person unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration
requirements is available.

July 2, 2014
Page 3

Please feel free to contact the undersigned at (416) 367-7388 if you require any
additional information or have any questions.

Sincerely,

DORSEY & WHITNEY LLP

Per: /s/ Richard
Raymer

Richard
Raymer

Partner

Exhibit A

SUBSCRIPTION FOR UNITS

    TO:
    SPHERE 3D
      CORPORATION (the “Corporation”)

    AND TO:
    CORMARK
      SECURITIES INC., PARADIGM
      CAPITAL INC. AND
      JACOB SECURITIES INC.
      (collectively, the “Underwriters”)

    AND TO:
    THE U.S.
      AFFILIATES (as defined herein)

The undersigned (hereinafter referred to as the
“Subscriber”) hereby irrevocably subscribes for and agrees to purchase
from the Corporation the number of units of the Corporation (the “Units”)
set forth below for the aggregate subscription price set forth below,
representing a subscription price of Cdn.$3.35 per Unit, upon and subject to the
terms and conditions set forth in this Subscription Agreement, including the
attached “Terms and Conditions of Subscription”, the applicable schedules
attached hereto and the “Term Sheet” attached hereto as Schedule A (the “Term
Sheet”). Each Unit consists of one common share in the capital of the
Corporation (a “Common Share”) and one-half of one Common Share purchase
warrant (each whole Common Share purchase warrant, a “Warrant”). Each
Warrant will entitle the holder thereof to acquire one additional Common Share
(a “Warrant Share”) at a price of Cdn.$4.50 at any time prior to 5:00
p.m. (Toronto time) on the date (the “Expiry Date”) that is 24 months
following the Closing Date (as defined herein). Commencing on the Closing Date,
in the event that the Common Shares trade on the TSX Venture Exchange (the
“TSXV”) (or other principal exchange or market where the Common Shares
are listed or quoted for trading) at a trading price of $6.00 or more for a
period of at least ten (10) consecutive trading days, the Corporation shall be
entitled to accelerate the exercise period to a period ending not less than
twenty (20) trading days from the date notice of such acceleration is provided
to the holders of Warrants (the “Forced Conversion”). In addition to
this face page, the Subscriber must also complete all applicable schedules
attached hereto.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as
applicable, in the space provided below.

    Number of Units:
      ________________________________________x Cdn.$3.35

    (Name of Subscriber)

    =

    Account Reference (if applicable):
    ____________________________

    Aggregate Subscription Price:
      ________________________________________

    By: _______________________________________________________

    Please complete if purchasing as agent or
      trustee for a principal (beneficial purchaser)

    (Official Capacity or Title – if the Subscriber is not an
      individual)

    (a “Disclosed Principal”) and not purchasing as
      agent or trustee for accounts fully

    managed by it:

    (Name of individual whose signature appears above if different
      than the

    name
      of the Subscriber printed above.)

    (Name of Disclosed Principal)

    (Subscriber’s Residential Address, including Province/State and
      )

    Postal/ZIP
      Code

    (Disclosed Principal’s Residential Address
      including Province/State and Postal/ZIP Code)

    (Telephone Number)

    (E-mail
      Address)

    (Disclosed Principal’s Telephone
  Number)

    Account Registration Information:

    Delivery Instructions as set forth below:

    [   ] Same address as account
      registration, or

    (Name)

    (Account
      Reference, if applicable)

    (Name)

    (Address, including Postal Code)

    (Account Reference, if applicable)

    Number and kind of securities of the Corporation held, if any:

    (Address including Province/State and Postal/ZIP
      Code)

    (Contact Name)

ACCEPTANCE

The Corporation hereby accepts the subscription as set forth
above on the terms and conditions contained in this Subscription Agreement.

Dated as of the ____ day of November,
2013.

SPHERE 3D CORPORATION

    by:

    Authorized Signing Officer

SPHERE 3D CORPORATION

SUBSCRIPTION FOR UNITS

INSTRUCTIONS

PLEASE MAKE SURE THAT YOUR SUBSCRIPTION INCLUDES:

    1.

      all Subscribers: a completed and signed copy of
      the face page of this Subscription Agreement.

    2.

      all Subscribers: payment by certified cheque,
      money order, bank draft or other acceptable means in the amount of the
      Aggregate Subscription Price payable to one of the Underwriters.

    3.

      Subscribers resident in Canada: a completed and
      signed copy of the Subscriber Certificate attached hereto as Schedule
      B.

    4.

      Subscribers who are, or are subscribing for the
      account or benefit of, persons in the United States or U.S. Persons: a
      completed and signed copy of the United States Subscribers Representation
      Letter attached hereto as Schedule C.

    5.

      all Subscribers: a completed and signed copy of
      the TSXV Subscriber Information Sheet attached hereto as Schedule D,
      including a completed and signed copy of Appendix A thereto, if
      applicable.

PROCEDURE AND DELIVERY:

Subscription forms should be completed, signed and delivered
with payment, by no later than 4:00 p.m. (Toronto time) on Tuesday, November 5,
2013 (or such other time, date or place as the Subscriber may be advised), to:

Cormark Securities Inc.
Royal Bank
Plaza, South Tower
200 Bay Street, Suite 2800
Toronto, ON M5J 2J2

Attention:               Christine
Dolap

Fax:
416.943.6496

Email:                       cdolap@cormark.com

- 2 -

TERMS AND CONDITIONS OF SUBSCRIPTION

UNITS OF SPHERE 3D CORPORATION

The Subscriber understands that the Underwriters have agreed to
purchase 1,250,000 Units from the Corporation for aggregate gross proceeds of
$4,187,500 with the right to substitute purchasers to eligible investors (the
“Offering”). Each Unit will consist of one Common Share and one-half of
one Warrant. Upon the terms and subject to the conditions contained in the
Warrant Indenture (as defined herein) or Warrant Certificate (as defined
herein), as applicable, and subject to the Forced Conversion right, each Warrant
will entitle the holder thereof to acquire one Warrant Share at a price of
Cdn.$6.00 until 5:00 p.m. (Toronto time) on the Expiry Date. The Units, the
Common Shares forming part of the Units, the Warrants and the Warrant Shares are
collectively referred to as the “Securities”. All Units sold for the
account or benefit of, a person in the United States or U.S. Persons, if any, in
accordance with Rule 506(b) of Regulation D under the U.S. Securities Act shall
be sold directly to such persons as substituted purchasers by the Corporation in
accordance with Schedule C of this Subscription Agreement.

    1.

      Definitions. In this Subscription
      Agreement:

    (a)

      “$” means Canadian dollars;

    (b)

      “Aggregate Subscription Price” means the aggregate
      dollar amount of the subscription under this Subscription Agreement as set
      out on the face page hereof;

    (c)

      “business day” means a day other than a Saturday,
      Sunday or any other day on which the principal chartered banks located in
      Toronto, Ontario are not open for business;

    (d)

      “Canadian Offering Jurisdictions” means each of
      the provinces and territories of Canada;

    (e)

      “Canadian Securities Laws” means, as applicable,
      the securities laws and regulations in each of the Canadian Offering
      Jurisdictions, all written instruments, rules and orders having the force
      of law of the securities regulators or regulatory authorities in each of
      the Canadian Offering Jurisdictions and the rules of the TSXV;

    (f)

      “Closing” has the meaning ascribed to such term in
      Section 4;

    (g)

      “Closing Date” means November 12, 2013 or such
      other date as the Corporation and the Underwriters may agree;

    (h)

      “Closing Time” means 10:00 a.m. (Toronto time) on
      the Closing Date or such other time as the Corporation and the
      Underwriters may agree;

    (i)

      “Common Shares” means common shares in the capital
      of the Corporation;

    (j)

      “Compensation Options” has the meaning ascribed to
      such term in Section 11;

    (k)

      “control person” means a person, company or
      combination of persons or companies described in the provisions of
      securities legislation listed in Appendix A to National Instrument 45-102
      –

      Resale of Securities;

    (l)

      “Corporation” means Sphere 3D Corporation, a
      corporation existing under the Business Corporations Act (Ontario)
      and includes any successor corporation;

    (m)

      “Disclosed Principal” has the meaning ascribed to
      such term on the face page of this Subscription Agreement;

    (n)

      “Expiry Date” has the meaning ascribed to such
      term on the face page of this Subscription
Agreement;

- 3 -

    (o)

      “International Jurisdiction” has the meaning
      ascribed to such term in clause 8(p);

    (p)

      “Lead Underwriter” means Cormark Securities
      Inc.;

    (q)

      “NI 45-106” means National Instrument 45-106 –
      Prospectus and Registration Exemptions of the Canadian Securities
      Administrators;

    (r)

      “Notice” has the meaning ascribed to such term on
      the face page of this Subscription Agreement;

    (s)

      “Offering”