exv4w10



 





Exhibit 4.10



THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE
SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION
STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY
TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM
THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF
SECTION 7 OF THIS WARRANT.




DOT HILL SYSTEMS CORP.




WARRANT TO PURCHASE SHARES OF COMMON STOCK




     THIS CERTIFIES THAT, for value received, HEWLETT-PACKARD COMPANY and its assigns are
entitled to subscribe for and purchase 1,602,489 shares of the fully paid and nonassessable Common
Stock (as adjusted pursuant to Section 4 hereof, the “Shares”) of Dot Hill Systems Corp., a
Delaware corporation (the “Company”), at the price of $2.40 per share, the average of the Company’s
closing price as reported by the NASDAQ Stock Market 20 trading days before the Date of Grant (such
price and such other price as shall result, from time to time, from the adjustments specified in
Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon
the terms and conditions hereinafter set forth. As used herein, the term “Date of Grant” shall mean
January 4, 2008, and (b) the term “Other Warrants” shall mean any warrant issued upon transfer or
partial exercise of this Warrant. The term “Warrant” as used herein shall be deemed to include
Other Warrants unless the context clearly requires otherwise.



             1.    Exercisability; Term.    The purchase right represented by this Warrant is
exercisable as to 1,602,489 shares immediately, in whole or in part, at any time and from time to
time from the Date of Grant through the date which is five (5) years after the Date of Grant. Any
exercise of this Warrant will be subject to all applicable federal and state rules and regulations.



             2.    Method of Exercise; Payment; Issuance of New Warrant.    Subject to Section 1
hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in
whole or in part and from time to time, at the election of the holder hereof, by (a) the surrender
of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A
duly completed and executed) at the principal office of the Company and by the payment to the
Company, by certified or bank check, or by wire transfer to an account designated by the Company (a
“Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number
of Shares then being purchased, or (b) exercise of the “net issuance” right provided for in
Section 9.2 hereof. The person or persons in whose name(s) any certificate(s) representing the
Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s)
of record of, and shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued) immediately prior to the
close of business on the date or dates upon which this Warrant is exercised. In the event of any
exercise of the rights represented by this Warrant, certificates for the shares of stock so
purchased shall be delivered to the holder hereof as soon as practicable and, if requested by the
holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate
representing Shares issued upon exercise of this Warrant to a broker or other person (as directed
by the holder exercising this Warrant) within the time period required to settle any trade made by
the holder after exercise of this Warrant.



             3.    Stock Fully Paid; Reservation of Shares.    All Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms
and conditions herein, be fully paid and nonassessable, and free from all taxes, liens and charges
with respect to the issue thereof. During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and reserved for the
purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights represented by this
Warrant.



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             4.    Adjustment of Warrant Price and Number of Shares.    The number and kind of
securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:




             (a)    Reclassification or Merger.    In case of any reclassification or
change of securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination), or in case of any merger of the Company
with or into another corporation (other than a merger with another corporation in which the
Company is the acquiring and the surviving corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of this
Warrant), or in case of any sale of all or substantially all of the assets of the Company,
the Company, or such successor or purchasing corporation, as the case may be, shall duly
execute and deliver to the holder of this Warrant a new Warrant (in form and substance
satisfactory to the holder of this Warrant), or the Company shall make appropriate
provision without the issuance of a new Warrant, so that the holder of this Warrant shall
have the right to receive upon exercise of this Warrant, at a total purchase price not to
exceed that payable upon the exercise of the unexercised portion of this Warrant, and in
lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the
kind and amount of shares of stock, other securities, money and property receivable upon
such reclassification, change or merger by a holder of the number of shares of Common Stock
then purchasable under this Warrant. Such new Warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Section 4. The provisions of this subparagraph (a) shall similarly apply to successive
reclassifications, changes, mergers and transfers.




             (b)    Subdivision or Combination of Shares.    If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide or combine its
outstanding shares of Common Stock, the Warrant Price shall be proportionately decreased
and the number of Shares issuable hereunder shall be proportionately increased in the case
of a subdivision or and the Warrant Price shall be proportionately increased and the number
of Shares issuable hereunder shall be proportionately decreased in the case of a
combination.




             (c)    Stock Dividends and Other Distributions.    If the Company at any time
while this Warrant is outstanding and unexpired shall (i) pay a dividend with respect to
its Common Stock payable in Common Stock, then the Warrant Price shall be adjusted, from
and after the date of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Warrant Price in effect
immediately prior to such date of determination by a fraction (A) the numerator of which
shall be the total number of shares of Common Stock outstanding immediately prior to such
dividend or distribution, and (B) the denominator of which shall
be the total number of shares of Common Stock outstanding immediately after such dividend or distribution; or
(ii) make any other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 4(a) and 4(b)), then, in each such case, provision
shall be made by the Company such that the holder of this Warrant shall receive upon
exercise of this Warrant a proportionate share of any such dividend or distribution as
though it were the holder of the Shares as of the record date fixed for the determination
of the shareholders of the Company entitled to receive such dividend or distribution.




             (d)    Adjustment of Number of Shares.    Upon each adjustment in the Warrant
Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Shares purchasable immediately
prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall
be the Warrant Price immediately prior to such adjustment and the denominator of which
shall be the Warrant Price immediately thereafter.



             5.    Notice of Adjustments.    Whenever the Warrant Price or the number of Shares
purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company shall make a
certificate signed by its



2









 







chief financial officer setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant
Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and
shall cause copies of such certificate to be mailed (without regard to Section 12 hereof, by first
class mail, postage prepaid) to the holder of this Warrant at such holder’s last known address.



             6.    Fractional Shares.    No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor based on the fair market value of the Common Stock on the date of
exercise as reasonably determined in good faith by the Company’s Board of Directors.



             7.    Compliance with Securities Act; Disposition of Warrant or Shares of Common
Stock.    




             (a)  Compliance with Securities Act. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant, and the Shares to be issued upon exercise hereof are
being acquired for investment and that such holder will not offer, sell or otherwise
dispose of this Warrant, or any Shares except under circumstances which will not result in
a violation of the Securities Act of 1933, as amended (the “Act”) or any applicable state
securities laws. Upon exercise of this Warrant, unless an exemption from registration of
the Shares being acquired under the Act and any applicable state securities laws is
available, the holder hereof shall confirm in writing that the Shares so purchased are
being acquired for investment and not with a view toward distribution or resale in
violation of the Act and shall confirm such other matters related thereto as may be
reasonably requested by the Company. This Warrant and all Shares issued upon exercise of
this Warrant (unless registered under the Act and any applicable state securities laws)
shall be stamped or imprinted with a legend in substantially the following form:




“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE
REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF
COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO
ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR
(iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THE
WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR
INDIRECTLY.”



   Said legend shall be removed by the Company, upon the request of a holder, at such
time as the restrictions on the transfer of the applicable security shall have terminated. In
addition, in connection with the issuance of this Warrant, the holder specifically represents to
the Company by acceptance of this Warrant as follows:




             (1)  The holder is aware of the Company’s business affairs and
financial condition, and has acquired information about the Company sufficient to
reach an informed and knowledgeable decision to acquire this Warrant. The holder is
acquiring this Warrant for its own account for investment purposes only and not
with a view to, or for the resale in connection with, any “distribution” thereof in
violation of the Act.




             (2)  The holder understands that this Warrant has not been registered
under the Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the holder’s investment
intent as expressed herein.



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             (3)  The holder further understands that this Warrant must be held
indefinitely unless subsequently registered under the Act and qualified under any
applicable state securities laws, or unless exemptions from registration and
qualification are otherwise available. The holder is aware of the provisions of
Rule 144, promulgated under the Act.




             (4)  The holder is an “accredited investor” as such term is defined in
Rule 501 of Regulation D promulgated under the Act.




             (b)    Disposition of Warrant or Shares.  With respect to any offer, sale or
other disposition, in whole or in part, of this Warrant or of any Shares acquired pursuant
to the exercise of this Warrant, the holder hereof agrees to give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a written
opinion of such holder’s counsel, or other evidence, if reasonably satisfactory to the
Company, to the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or any federal or state
securities law then in effect) of this Warrant, the Shares or any portion thereof and
indicating whether or not under the Act certificates for this Warrant, the Shares or any
portion thereof to be sold or otherwise disposed of require any restrictive legend as to
applicable restrictions on transferability in order to ensure compliance with such law.
Upon receiving such written notice and reasonably satisfactory opinion or other evidence,
the Company, as promptly as practicable but no later than fifteen (15) days after receipt
of the written notice, shall take such steps as necessary for such holder to sell or
otherwise dispose of this Warrant, such Shares or any portion thereof, all in accordance
with the terms of the notice delivered to the Company; provided, however, that any such
sale or other disposition of this Warrant, such Shares or any portion thereof shall be
subject to the Company’s prior written approval. If a determination has been made pursuant
to this Section 7(b) that (i) the Company does not approve of such offer, sale or other
disposition or (ii) the opinion of counsel for the holder or other evidence is not
reasonably satisfactory to the Company, the Company shall so notify the holder promptly
with details thereof after such determination has been made. Notwithstanding the foregoing,
such Shares or any portion thereof, may, as to such federal laws, be offered, sold or
otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the
Company shall have been furnished with such information as the Company may reasonably
request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been
satisfied. Each certificate representing this Warrant, the Shares or any portion thereof
thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to
the applicable restrictions on transferability in order to ensure compliance with such
laws, unless in the aforesaid opinion of counsel for the holder, such legend is not
required in order to ensure compliance with such laws. The Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions.




             (c)    Applicability of Restrictions.    Neither any restrictions of any
legend described in this Warrant nor the requirements of Section 7(b) above shall apply to
any transfer or grant of a security interest in, this Warrant (or the Common Stock
obtainable upon exercise thereof) or any part hereof (i) to a partner of the holder if the
holder is a partnership or to a member of the holder if the holder is a limited liability
company, (ii) to a partnership of which the holder is a partner or a limited liability
company of which the holder is a member, or (iii) to any affiliate of the holder if the
holder is a corporation; provided, however, in any such transfer, if applicable, the
transferee shall on the Company’s request agree in writing to be bound by the terms of this
Warrant as if an original holder hereof.



             8.    Rights as Shareholders; Information.    No holder of this Warrant, as such,
shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other
securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings,
or to receive dividends or subscription rights or



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otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise
hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing, the
Company will transmit to the holder of this Warrant such information, documents and reports as are
generally distributed to the holders of any class or series of the securities of the Company
concurrently with the distribution thereof to the shareholders.



             9.    Additional Rights.    



             9.1    Mergers.    The Company shall provide the holder of this Warrant with at least
twenty (20) days’ written notice prior to the closing thereof of the terms and conditions of any of
the following transactions (an “Acquisition”): (i) the sale, lease, exchange, conveyance or other
disposition of all or substantially all of the Company’s property or business, or (ii) its merger
into or consolidation with any other corporation (other than a wholly-owned subsidiary of the
Company), or any transaction (including a merger or other reorganization) or series of related
transactions, in which more than 50% of the voting power of the Company is disposed of.



             9.2    Right to Convert Warrant into Stock: Net Issuance.    




             (a)    Right to Convert.    In addition to and without limiting the rights of
the holder under the terms of this Warrant, the holder shall have the right to convert this
Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as
provided in this Section 9.2 at any time or from time to time the number of shares of
Common Stock for which this Warrant is exercisable pursuant to Section 1 and 9.1 above,
during the term of this Warrant. Upon exercise of the Conversion Right with respect to a
particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the
Company shall deliver to the holder (without payment by the holder of any exercise price or
any cash or other consideration) that number of shares of fully paid and nonassessable
Common Stock as is determined according to the following formula:



	 	 	 	 	 	 	 	 
	 	X =	 	B - A
	 	 
	 	 	 	 	 	 
	 	 	 	Y
	 	 
	 	 
	 	 	 	 	 	 
	 	Where:

	 	 	 	X =
	 	the number of shares of Common Stock that may be
issued to the holder
	 	 
	 	 	 	 	 	 
	 	 

	 	 	 	Y =
	 	the fair market value of one share of Common Stock
	 	 
	 	 	 	 	 	 
	 	 

	 	 	 	A =
	 	the aggregate Warrant Price of the specified number
of Converted Warrant Shares immediately prior to the
exercise of the Conversion Right (i.e., the number
of Converted Warrant Shares multiplied by the
Warrant Price)
	 	 
	 	 	 	 	 	 
	 	 

	 	 	 	B =
	 	the aggregate fair market value of the specified
number of converted Warrant Shares (i.e., the number
of Converted Warrant Shares multiplied by the fair
market value of one Converted Warrant Shares)






             No fractional shares shall be issuable upon exercise of the Conversion Right, and, if
the number of shares to be issued determined in accordance with the foregoing formula is other than
a whole number, the Company shall pay to the holder an amount in cash equal to the fair market
value of the resulting fractional share on the Conversion Date (as hereinafter defined).



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             (b)    Method of Exercise.    The Conversion Right may be exercised by the
holder by the surrender of this Warrant at the principal office of the Company together
with a written statement (which may be in the form of Exhibit A hereto) specifying that the
holder thereby intends to exercise the Conversion Right and indicating the number of shares
subject to this Warrant which are being surrendered (referred to in Section 9.2(a) hereof
as the Converted Warrant Shares) in exercise of the Conversion Right. Such conversion shall
be effective upon receipt by the Company of this Warrant together with the aforesaid
written statement, or on such later date as is specified therein (the “Conversion Date”).
Certificates for the shares issuable upon exercise of the Conversion Right and, if
applicable, a new warrant evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Conversion Date and shall be delivered to the holder
within thirty (30) days following the Conversion Date.




             (c)    Determination of Fair Market Value.    For purposes of this
Section 9.2, “fair market value” of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:




             (i)    If traded on a securities exchange, the fair market value of
the Common Stock shall be deemed to be the average of the closing prices of the
Common Stock on such exchange over the five trading days immediately prior to the
Determination Date;




              (ii)  If traded on an over-the-counter system, the fair market value
of the Common Stock shall be deemed to be the average of the closing bid prices of
the Common Stock over the five trading days immediately prior to the Determination
Date; and




              (iii)  If there is no public market for the Common Stock, then fair
market value shall be determined by mutual agreement of the holder of this Warrant
and the Company.


If closing prices or closing bid prices are no longer reported by a securities exchange or other
trading system, the closing price or closing bid price shall be that which is reported by such
securities exchange or other trading system at 4:00 p.m. New York City time on the applicable
trading day.




             10.    Representations and Warranties.    The Company represents and warrants to the
holder of this Warrant as follows:




             (a)  This Warrant has been duly authorized and executed by the Company and is
a valid and binding obligation of the Company enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and the relief of
debtors and the rules of law or principles at equity governing specific performance,
injunctive relief and other equitable remedies;




             (b)  The Shares have been duly authorized and reserved for issuance by the
Company and, when issued in accordance with the terms hereof will be validly issued, fully
paid and non-assessable;




             (c)  The execution and delivery of this Warrant are not, and the issuance of
the Shares upon exercise of this Warrant in accordance with the terms hereof will not be,
inconsistent with the Company’s Charter or by-laws, do not and will not contravene any law,
governmental rule or regulation, judgment or order applicable to the Company, and do not
and will not conflict with or contravene any provision of, or constitute a default under,
any indenture, mortgage, contract or other instrument of which the Company is a party or by
which it is bound or require the consent or approval of, the giving of notice to, the
registration or filing with or the taking of any action in respect of or by, any Federal,
state or local government authority or agency or other person, except for the filing of
notices pursuant to federal and state securities laws, which filings will be effected by
the time required thereby; and



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             (d)  There are no actions, suits, audits, investigations or proceedings
pending or, to the knowledge of the Company, threatened against the Company in any court or
before any governmental commission, board or authority which, if adversely determined, will
have a material adverse effect on the ability of the Company to perform its obligations
under this Warrant.



             11.    Modification and Waiver.    This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought.



             12.    Notices.    Any notice, request, communication or other document required or
permitted to be given or delivered to the holder hereof or the Company shall be delivered, or shall
be sent by certified or registered mail, postage prepaid, to each such holder at its address as
shown on the books of the Company or to the Company at the address indicated therefor on the
signature page of this Warrant.



             13.    Binding Effect on Successors.    This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of all or substantially
all of the Company’s assets, and all of the obligations of the Company relating to the Shares
issuable upon the exercise or conversion of this Warrant shall survive the exercise, conversion and
termination of this Warrant and all of the covenants and agreements of the Company shall inure to
the benefit of the successors and assigns of the holder hereof.



             14.    Lost Warrants or Stock Certificates.    The Company covenants to the holder
hereof that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or
in the case of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.



             15.    Descriptive Headings.    The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The
language in this Warrant shall be construed as to its fair meaning without regard to which party
drafted this Warrant.



             16.    Governing Law.    This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State of California.



             17.    Survival of Representations, Warranties and Agreements.    All representations
and warranties of the Company and the holder hereof contained herein shall survive the Date of
Grant, the exercise or conversion of this Warrant (or any part hereof) or the termination or
expiration of rights hereunder. All agreements of the Company and the holder hereof contained
herein shall survive indefinitely until, by their respective terms, they are no longer operative.



             18.    Remedies.    In case any one or more of the covenants and agreements contained
in this Warrant shall have been breached, the holders hereof (in the case of a breach by the
Company), or the Company (in the case of a breach by a holder), may proceed to protect and enforce
their or its rights either by suit in equity and/or by action at law, including, but not limited
to, an action for damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained in this Warrant.



             19.    No Impairment of Rights.    The Company will not, by amendment of its Charter
or through any other means, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment.



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             20.    Severability.    The invalidity or unenforceability of any provision of this
Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in
any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full
force and effect.



             21.    Recovery of Litigation Costs.    If any legal action or other proceeding is
brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Warrant, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs
incurred in that action or proceeding, in addition to any other relief to which it or they may be
entitled.



[Remainder of page intentionally left blank]




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             22.    Entire Agreement; Modification.    This Warrant constitutes the entire
agreement between the parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and undertakings of the parties, whether
oral or written, with respect to such subject matter.



	 	 	 	 	 	 	 
	 	 	DOT HILL SYSTEMS CORP.	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Hanif I. Jamal	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By: Hanif I. Jamal	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	2200 Faraday Avenue, Suite 100	 	 
	 

	 	 
	 	Carlsbad, California 92008	 	 
	 
	 	 	 	 	 	 
	 	 	Date: January 4, 2008	 	 
	 
	 	 	 	 	 	 
	Acknowledged and Agreed:
	 	 
	 
	 	 	 	 	 	 
	 	 	HEWLETT-PACKARD COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Andy Johnson	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By: Andy Johnson	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Vice President, Strategy and Corporate Development	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	3000 Hanover Street	 	 
	 

	 	 
	 	Palo Alto, California 94304	 	 
	 
	 	 	 	 	 	 
	 	 	Date: January 4, 2008	 	 






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EXHIBIT A




NOTICE OF EXERCISE




To: DOT HILL SYSTEMS CORP. (the “Company”)





	 	1. 	 	The undersigned hereby:
	 
	 	 	 	o
	 
	 	 	 	elects to purchase       shares of Common Stock of the Company pursuant to the terms
of the attached Warrant, and tenders herewith payment of the purchase price of such shares
in full, or
	 
	 	 	 	o
	 
	 	 	 	elects to exercise its net issuance rights pursuant to Section 9.2 of the attached Warrant
with respect to      shares of Common Stock.





     2.    Please issue a certificate or certificates representing said shares in the name
of the undersigned or in such other name or names as are specified below:



	 	 	 	 	 
	 
	 	 

(Name)
	 	 
	 	 	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 
	 
	 	 

(Address)
	 	 






     3.    The undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale in connection with,
the distribution thereof and that the undersigned has no present intention of distributing or
reselling such shares, all except as in compliance with applicable securities laws.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	HEWLETT-PACKARD COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

 

	 	 
	 	 	 	 

(Signature)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

(Date)  
	 	 	 	 	 	 







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