Exhibit 4.1



 






Exhibit 4.1



THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO MTI TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.




	 	 	 
	Warrant No. WB-___

	 	Number of Shares:                     
	 

	 	(subject to adjustment)
	Date of Issuance: November 2, 2005
	 	 






MTI TECHNOLOGY CORPORATION




Common Stock Purchase Warrant1




(Void after November 2, 2015)




     MTI Technology Corporation, a Delaware corporation (the “Company”), for value received, hereby
certifies that ___, or its registered assigns (the “Registered Holder”), is
entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any
time or from time to time on or before 5:00 p.m. (Pacific time) on November 2, 2015,
___(___) shares of Common Stock, $0.001 par value per share, of the
Company (“Common Stock”). The purchase price shall be $1.26 per share. The shares purchasable
upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time
pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and
the “Purchase Price,” respectively. For purposes of this Warrant, “Warrant Issue Date” shall mean
the date on which this Warrant was first issued, regardless of any subsequent transfer or partial
exercise of this Warrant that may occur after such date.



     1. Exercise




     (a) Exercise for Cash. The Registered Holder may, at its option, elect to
exercise this Warrant, in whole or in part and at any time or from time to time, by
surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal office of the Company, or
at such other office or





 




			
	1	 	See the schedule following the text of
this document for a list of holders of warrants the terms of which are
substantially identical in all material respects to this form of Common Stock
Purchase Warrant.




 









 











agency as the Company may designate, accompanied by payment in full, in lawful money of
the United States, of the Purchase Price payable in respect of the number of Warrant Shares
purchased upon such exercise.




     (b) Cashless Exercise




     (i) The Registered Holder may, at its option, elect to exercise this Warrant, in
whole or in part from time to time, on a cashless basis, by surrendering this Warrant,
with the purchase form appended hereto as Exhibit I duly executed by or on behalf
of the Registered Holder, at the principal office of the Company, or at such other office
or agency as the Company may designate, by canceling a portion of this Warrant in payment
of the Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise. In the event of an exercise pursuant to this subsection 1(b), the number
of Warrant Shares issued to the Registered Holder shall be determined according to the
following formula:



X = Y(A-B)

       A




	 	 	 	 	 	 	 	 	 
	 

	 	Where:
	 	X
	 	=
	 	the number of Warrant Shares that shall be issued to the Registered Holder
pursuant to the cashless exercise;
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Y
	 	=
	 	the number of Warrant Shares for which this
Warrant is being exercised (which shall include both the number of Warrant
Shares issued to the Registered Holder and the number of Warrant Shares
subject to the portion of the Warrant being cancelled in payment of the
Purchase Price);
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	A
	 	=
	 	the Fair Market Value (as defined below) of one
share of Common Stock; and
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	B
	 	=
	 	the Purchase Price then in effect.







     (ii) For purpose of this Warrant, “Fair Market Value” per share of Common Stock
shall be determined as follows:




     (A) If the Common Stock is listed on a national securities exchange, the Nasdaq
SmallCap Market or another nationally recognized trading system as of the Exercise
Date, the Fair Market Value per share of Common Stock shall be deemed to be the
average of the high and low reported sale prices per share of Common Stock thereon
on the five (5) trading days immediately preceding (and not including) the Exercise
Date.




     (B) If as of the Exercise Date the Common Stock is not listed on a national
securities exchange, the Nasdaq SmallCap Market or another nationally recognized
trading system as of the Exercise Date, the Fair Market Value per share of Common
Stock shall be deemed to be the amount most recently determined by the Board of
Directors of the Company (the “Board”) to represent



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the fair market value per share of the Common Stock (including a determination
for purposes of granting Common Stock options or issuing Common Stock under any
plan, agreement or arrangement with employees of the Company); and, upon request of
the Registered Holder, such Board (or a representative thereof) shall, as promptly
as reasonably practicable but in any event not later than five (5) days after such
request, notify the Registered Holder of the Fair Market Value per share of Common
Stock and furnish the Registered Holder with reasonable documentation of such
Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if
the Board has not made such a determination within the three-month period prior to
the Exercise Date, then (a) the Board shall make, and shall provide or cause to be
provided to the Registered Holder notice of, a determination of the Fair Market
Value per share of the Common Stock within fifteen (15) days of a request by the
Registered Holder that it do so, and (b) the exercise of this Warrant pursuant to
this subsection 1(b) shall be delayed until such determination is made and notice
thereof is provided to the Registered Holder.




     (c) Exercise Date. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this Warrant shall
have been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the
“Exercise Date”). At such time, the person or persons in whose name or names any certificates
for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below
shall be deemed to have become the holder or holders of record of the Warrant Shares
represented by such certificates.




     (d) Issuance of Certificates. As soon as practicable after the exercise of this
Warrant in whole or in part, and in any event within three (3) Trading Days (as defined below)
thereafter, the Company, at its expense, shall cause to be issued in the name of, and
delivered to, the Registered Holder, or as the Registered Holder (upon payment by the
Registered Holder of any applicable transfer taxes) may direct:




	 	(i)	 	a certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon such exercise
plus, in lieu of any fractional share to which the Registered Holder would
otherwise be entitled, cash in an amount determined pursuant to Section 3
below; and
	 
	 	(ii)	 	in case such exercise is in part only, a new warrant or
warrants of like tenor, calling in the aggregate on the face or faces thereof
for the number of Warrant Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of Warrant Shares for which this Warrant was so exercised.






For purposes of this Warrant, “Trading Day” shall mean (a) any day on which quotations or
listings with respect to the Common Stock are provided on the Nasdaq SmallCap Market or
another nationally recognized quotation or trading system or (b) if the Common Stock is not
then listed or quoted on the Nasdaq SmallCap Market or another nationally recognized



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trading system, then a day on which trading occurs on the New York Stock Exchange (or any
successor thereto).



     2. Adjustments




     (a) Adjustment for Stock Splits and Combinations. If the Company shall at any
time or from time to time after the Warrant Issue Date (i) effect a subdivision of the
outstanding shares of Common Stock (whether by stock split, stock dividend or otherwise), or
(ii) combine the outstanding shares of Common Stock (whether by reverse stock split or
otherwise), the Purchase Price in effect immediately before that subdivision or combination
shall be proportionately adjusted. Any adjustment under this paragraph shall become effective
concurrently with the effectiveness of the applicable subdivision or combination of the
outstanding shares of Common Stock. Notwithstanding Section 13 hereof or the foregoing, in the
event (a) the Company effects a split of the Common Stock by means of a stock dividend and the
Purchase Price of and the number of Warrant Shares are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such dividend) and (b) the
Registered Holder exercises this Warrant between the record date and the distribution date for
such stock dividend, the Registered Holder shall be entitled to receive, on the distribution
date, the stock dividend with respect to the shares of Common Stock acquired upon such
exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.




     (b) Adjustments for Dividends and Other Distributions. In the event the Company
at any time or from time to time after the Warrant Issue Date shall make or issue, or fix a
record date for the determination of holders of Common Stock entitled to receive, a dividend
or other distribution payable in shares of Common Stock or other securities of the Company or
in cash or other property, then, and in each such event, the Registered Holder shall receive
upon exercise hereof, in addition to the number of shares of Common Stock to be received upon
such exercise, the kind and amount of securities of the Company, cash or other property that
they would have been entitled to receive had this Warrant been exercised (without use of the
cashless exercise provisions) for shares of Common Stock immediately prior to such event and
had they thereafter, during the period from the date of such event to and including the
exercise date, retained such securities, giving application to all adjustments called for
during such period under this paragraph with respect to the rights of the Registered Holder.




     (c) Adjustment for Merger or Reorganization, etc. If there shall occur any
reorganization, recapitalization, reclassification, consolidation or merger involving the
Company in which the Common Stock is converted into or exchanged for securities, cash or other
property (other than a transaction covered by Subsections 2(a) or 2(b)), then, following any
such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant
shall be exercisable into the kind and amount of securities, cash or other property that a
holder of the number of shares of Common Stock of the Company issuable upon exercise of this
Warrant immediately prior to such reorganization, recapitalization, reclassification,
consolidation or merger would have been entitled to receive pursuant to such transaction; and,
in such case, appropriate adjustment (as determined in good faith by the Board) shall be made
in the application of the provisions in



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this Warrant with respect to the rights and interests thereafter of the Registered
Holder, to the end that the provisions set forth in this Warrant (including provisions with
respect to changes in and other adjustments of the Purchase Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any securities or other property
thereafter deliverable upon the exercise of this Warrant.




     (d) Rounding of Calculations. All calculations under this Warrant shall be made
to the nearest whole number of shares, with five tenths (0.5) of a share rounded up. The
number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.




     (e) Certificate as to Adjustments. Upon the occurrence of each adjustment
pursuant to this Warrant, the Company at its expense will promptly compute such adjustment in
accordance with the terms hereof and prepare a certificate describing in reasonable detail
such adjustment and the transactions giving rise thereto, including all facts upon which such
adjustment is based. The Company will promptly deliver a copy of each such certificate to the
Registered Holder and to the Company’s Transfer Agent. The Company shall, as promptly as
reasonably practicable after the written request at any time of any Registered Holder (but in
any event not later than ten (10) days thereafter), furnish or cause to be furnished to such
Registered Holder a certificate setting forth (i) the Purchase Price then in effect, and (ii)
the number of shares of Common Stock and the amount, if any, of other securities, cash or
property that then would be received upon the exercise of this Warrant.




     (f) No Impairment. The Company shall at all times in good faith assist in the
carrying out of all terms and taking of all actions as may be necessary or appropriate,
pursuant to this Section 2, in order to protect the rights of the Registered Holder against
impairment.



     3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall pay the value thereof to the Registered
Holder in cash on the basis of the Fair Market Value per share of Common Stock.



     4. Compliance with Securities Laws; Investment Representations.




     (a) The Registered Holder is acquiring the Warrant for investment and not with a view to
the resale or distribution of the Warrant or the Warrant Shares, or any interest therein,
without prejudice, however, to the Registered Holder’s right, subject to compliance with the
Transaction Documents, including the Investor Rights Agreement (as each are defined in that
certain Securities Purchase Agreement dated August 19, 2005 by and among the Company and the
several purchasers named as “Purchasers” in Schedule A thereto), at all times to sell
or otherwise dispose of all or any part of such Warrant or Warrant Shares pursuant to an
effective registration statement under the Securities Act or under an exemption from such
registration and in compliance with applicable federal and state securities laws. Nothing
contained herein shall be deemed a representation or warranty by the Registered Holder to hold
any of the Warrant or Warrant Shares for any period of time. The Registered Holder is
acquiring the Warrant hereunder in the ordinary course of business. Except as contemplated by
the Investor Rights Agreement, the Registered Holder has no agreement, undertaking,
arrangement, obligation or commitment providing for the



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disposition of such Warrant or Warrant Shares. The Registered Holder has not been
organized, reorganized or recapitalized specifically for the purpose of investing in the
Purchased Securities. At all times since the time the Registered Holder was initially offered
the Warrant, such Purchaser has been an “accredited investor” as such term is defined in
Regulation D under the Securities Act of 1933, as amended.




     (b) The Registered Holder has substantial experience in evaluating and investing in
private placement transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. The Registered Holder will bear the economic risk of
this investment until the Warrant or Warrant Shares are registered pursuant to the Securities
Act, or an exemption from registration is available.




     (c) Unless a registration statement under the Act is effective with respect to the
Warrant Shares to be issued upon the exercise of this Warrant, the certificate representing
such Warrant Shares shall bear the following legend, in addition to any legend imposed by
applicable state securities laws:



THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AND APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MTI TECHNOLOGY
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.




     (d) Upon the exercise of this Warrant, the Registered Holder shall become a party to
the Investor Rights Agreement, to the extent not already a party thereto, and shall be
entitled to all of the benefits and subject to all of the burdens of such agreement.



     5. Transfers, etc.




     (a) The Company shall maintain a register containing the name and address of the
Registered Holder of this Warrant. The Registered Holder may change its address as shown on
the warrant register by written notice to the Company requesting such change.




     (b) Subject to the provisions of this Section 5 and the Investor Rights Agreement, this
Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this
Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the
principal office of the Company (or, if another office or agency has been designated by the
Company for such purpose, then at such other office or agency); provided, however, that any
such transfer must be in compliance with all applicable federal and state securities laws and
must include the delivery to the Company of representations of the transferee substantially
similar to those set forth in Section 4 hereof and, if this Warrant or any rights hereunder
are sold, pledged or hypothecated in whole or in part, legal opinions with respect thereto in
a form reasonably satisfactory to the Company, if such are requested by the Company.



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     6. Remedies. Nothing herein shall limit a Registered Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity, including a decree of
specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing shares of Common Stock upon exercise of this Warrant as required
pursuant to the terms hereof.



     7. Notices of Record Date, etc. In the event:




	 	(a)	 	the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right; or
	 
	 	(b)	 	of any capital reorganization of the Company, any reclassification of the
Common Stock of the Company, any consolidation or merger of the Company with or into
another entity (other than a consolidation or merger in which the Company is the
surviving entity and its Common Stock is not converted into or exchanged for any
other securities or property), or any transfer of all or substantially all of the
assets of the Company; or
	 
	 	(c)	 	of the voluntary or involuntary dissolution, liquidation or winding-up of
the Company,




then, and in each such case, the Company will send or cause to be sent to the Registered Holder a
notice specifying, as the case may be, (i) the record date for such dividend, distribution or
right, and the amount and character of such dividend, distribution or right, or (ii) the effective
date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take effect, and the time, if any is to be fixed, as of which the
holders of record of Common Stock (or such other stock or securities at the time deliverable upon
the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be sent at least ten (10) days prior to the record date or effective date for the
event specified in such notice.




     8. Charges, Taxes and Expenses. The Company shall pay any and all issue and
other similar taxes that may be payable in respect of any issuance or delivery of shares of Common
Stock upon exercise of this Warrant. The Company shall not, however, be required to pay any tax
that may be payable in respect of any transfer involved in the issuance and delivery of Warrant
Shares or Warrants in a name other than that in which this Warrant is registered.



     9. Reservation of Stock. The Company shall at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant, such number of
Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable
upon the exercise of this Warrant. If the number of shares of Common Stock so reserved is
insufficient, in addition to any other remedy available to the Registered Holder, the Company shall
take any corporate action that is necessary to make available a sufficient number of authorized but



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unissued and otherwise unreserved shares of Common Stock within sixty (60) days after the
occurrence of such deficiency.



     10. Obtaining Approvals and Listings. The Company will, at its own expense,
obtain and keep effective any and all permits, consents and approvals of governmental agencies and
authorities which may from time to time be required of the Company in order to issue shares of
Common Stock upon the exercise of the Warrants and otherwise to perform its obligations hereunder,
except, in each case, for any such permits, consents and approvals (other than those relating to
blue sky laws) required as a result of the status of a Registered Holder of the Warrants. The
Company will, at its expense, obtain promptly and maintain the approval for listing on the Nasdaq
SmallCap Market or any successor thereto or comparable system, upon official notice of issuance,
the shares of Common Stock issuable upon exercise of the then outstanding Warrants and maintain the
listing or quoting of such shares after their issuance so long as the Common Stock is so listed or
quoted.



     11. Exchange or Replacement of Warrants




     (a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the
principal office of the Company, the Company shall, subject to the provisions of Section 5
above, issue and deliver to or upon the order of the Registered Holder, at the Company’s
expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as
the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number of shares of
Common Stock (or other securities, cash and/or property) then issuable upon exercise of this
Warrant.




     (b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon
delivery of an indemnity agreement to the Company, or (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.



     12. Notices. All notices and other communications from the Company to the
Registered Holder in connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business
day delivery, to the address last furnished to the Company in writing by the Registered Holder.
All notices and other communications from the Registered Holder to the Company in connection
herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable
nationwide overnight courier service guaranteeing next business day delivery, to the Company at its
principal office. If the Company should at any time change the location of its principal office to
a place other than its current principal office, it shall give prompt written notice to the
Registered Holder and thereafter all references in this Warrant to the location of its principal
office at the particular time shall be as so specified in such notice. All such notices and
communications shall be deemed delivered (a) two (2) business days after being sent by certified or
registered mail, return receipt requested, postage prepaid, or (b) one (1) business day after being
sent via a reputable nationwide overnight courier service guaranteeing next business day delivery.



-8-









 





     13. No Rights as Stockholder. Subject to Section 2 and Section
7 hereof, the Registered Holder shall not be entitled to vote or receive dividends or be deemed
the holder of Common Stock or any other securities of the Company that may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer
upon the Registered Holder, as such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to
receive dividends or otherwise until and to the extent the Warrant shall have been exercised as
provided herein.



     14. Amendment. This Warrant may be amended only by a writing signed by both
the Company and the Registered Holder (or their respective successors or assigns).



     15. Construction. The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties. The word “including” as used herein shall not be construed so as to
exclude any other thing not referred to or described. In case any one or more of the provisions of
this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be affected or impaired
thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision
which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.



     16. Governing Law; Waiver of Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of Delaware. Each party
hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. Each of the Company and the Registered
Holder hereby waives all rights to a trial by jury.



     17. Facsimile Signature. This Warrant may be executed by facsimile
signature.



[signature page follows]




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     Executed as of the Date of Issuance indicated above.



	 	 	 	 	 	 	 
	 	 	MTI TECHNOLOGY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Thomas P. Raimondi, Jr.	 	 
	 

	 	Title:
	 	 President and Chief Executive Officer	 	 






	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name: Scott J. Poteracki	 	 
	Title:

	 	Chief Financial Officer and Secretary	 	 














 






Exhibit I




PURCHASE FORM




			
	 	 	 
	To: MTI Technology Corporation
	 	Dated:                     






     The undersigned is the Registered Holder of Warrant No. WB-___(the “Warrant”) issued by MTI
Technology Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Warrant.




	 	a.	 	The Warrant is currently exercisable to purchase a total of ___Warrant
Shares.
	 
	 	b.	 	The Registered Holder hereby exercises its right to purchase ___
Warrant Shares pursuant to the Warrant. Following this exercise, the Warrant shall be
exercisable to purchase a total of ___shares.
	 
	 	c.	 	The Registered Holder intends that payment of the Purchase Price shall be made as
(check one):
	 
	 	 	 	                     “Cash Exercise” under Subsection 1(a) of the Warrant
	 
	 	 	 	                     “Cashless Exercise” under Subsection 1(b) of the Warrant
	 
	 	d.	 	If the holder has elected a Cash Exercise, the Registered Holder shall pay the
sum of $___to the Company in accordance with the terms of the Warrant.
	 
	 	e.	 	Pursuant to this exercise, the Company shall deliver to the Registered Holder
___Warrant Shares in accordance with the terms of the Warrant.





     The undersigned hereby represents and warrants to the Company that: (i) the Warrant Shares
acquired hereby are being acquired solely for the Registered Holder’s own account and not as a
nominee for any other party, and solely for investment, and the Registered Holder will not offer,
sell or otherwise dispose of any Warrant Shares acquired hereby except under circumstances that
will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any
applicable state securities laws; (ii) it is an “accredited investor” within the meaning of Rule
501 promulgated under the Act; (iii) it has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the Warrant Shares
acquired hereby and has the ability to bear the economic risks of its investment in the Warrant
Shares acquired hereby; and (iv) it has made such inquiry of and concerning the Company and its
business and personnel as it has deemed appropriate.



     The undersigned hereby agrees to be bound by the terms and conditions of the Investor Rights
Agreement with respect to all Warrant Shares received upon said exercise of the Warrant.



	 	 	 	 	 
	Dated:      
      ,         

	 	Registered Holder:
	 	 






	 	 	 	 	 
	 

	 	By:
	 	 






	 	 	 	 	 
	 

	 	Name:
	 	 






	 	 	 	 	 
	 

	 	Title:
	 	 






	 	 	 
	 

	 	(Signature must conform in all respects to name
of holder as specified on the face of the
Warrant)







I-1









 








EXHIBIT
I



ASSIGNMENT FORM




     For Value Received,                                                              hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant (No. WB-___) with
respect to the number of shares of Common Stock of MTI Technology Corporation. covered thereby set
forth below, unto:



	 	 	 	 	 
	Name of Assignee	 	Address	 	No. of Shares
	 
	 	 	 	 





	 	 	 
	Dated:

	 	Registered Holder:
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 

	 	(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)






Signature Guaranteed:




	 	 	 	 	 
	By:  	
 	 	 
	     The signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and
credit unions with membership in an approved
signature guarantee medallion program) pursuant
to Rule 17Ad-15 under the Securities Exchange Act
of 1934. 	 	 




II-1









 








Schedule of Holders




	 	 	 	 	 
	Name	 	Shares Subject to Warrant
	Digital Media & Communications III Limited Partnership
	 	 	931,388	 
	Digital Media & Communications III-A Limited Partnership
	 	 	445,969	 
	Digital Media & Communications III-B Limited Partnership
	 	 	165,045	 
	Digital Media & Communications III-C Limited Partnership
	 	 	2,313,011	 
	Digital Media & Communications III-D C.V.
	 	 	305,813	 
	Digital Media & Communications III-E C.V.
	 	 	203,873	 
	Advent Partners DMC III Limited Partnership
	 	 	65,531	 
	Advent Partners II Limited Partnership
	 	 	18,806	 
	EMC Corporation
	 	 	1,483,151	 







II-1