Exhibit 4.6

DOT HILL SYSTEMS CORP.COMMON STOCK WARRANT

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

This
certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, Roth Capital Partners LLC ("Holder") is
entitled to purchase, subject to the terms and conditions of this Warrant (this "Warrant"), from Dot Hill Systems Corp., a Delaware corporation (the
"Company"), One Hundred Eighteen Thousand Eight Hundred Twelve (118,812) fully paid and nonassessable shares of the Company's common stock, $0.001 par
value per share ("Common Stock"), in accordance with Section 2 hereof at any time beginning on December 19, 2002 (the
"Commencement Date") and ending at 5:00 p.m. Pacific Time on December 19, 2007 unless earlier terminated as provided herein (the
"Exercise Period"). The shares of Common Stock for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are
hereinafter referred to as the "Shares."

1.Exercise Price.The initial exercise price for the Shares shall be Three Dollars and
25/100 ($3.25) per share. Such price shall be subject to adjustment pursuant to the terms hereof (such price, as adjusted from time to time, is hereinafter referred to as the
"Exercise Price").

2.Exercise and Payment.



where:

| |  | X = | Y (A-B)A |  | 
| |  | --- | -------- |  | 



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For
purposes of this Section 2(b), the "fair market value" per share of the Common Stock shall mean:



3.Reservation of Shares.The Company hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as may be issuable from time to time upon exercise of this Warrant. All
such shares shall be duly authorized and, when issued in accordance with the terms and conditions of this Warrant, shall be validly issued, fully paid and nonassessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.

4.Delivery of Stock Certificate or Certificates.Within a reasonable time after exercise of this Warrant, in
whole or in part, the Company shall issue in the name of and deliver to Holder a certificate or certificates representing the number of fully paid and nonassessable shares of Common Stock which Holder
shall have requested in the Notice of Exercise or Net Issuance Election, as applicable. If this Warrant is exercised in part, the Company shall cancel this Warrant in its entirety and shall deliver to
Holder a new warrant for the unexercised portion of this Warrant at the time of delivery of such stock certificate or certificates.

5.No Fractional Shares.No fractional shares or scrip representing fractional shares will be issued upon
exercise of this Warrant. If upon any exercise of this Warrant a fraction of a share results, the Company will, in lieu of issuance of any fractional share, pay Holder the difference between the fair
market value
of the fractional share (as determined in accordance with Section 2(b) hereof) and the portion of the Exercise Price allocable to such fractional share.

6.Listing.Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall
secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice
of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to

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time issuable upon the exercise of this Warrant; and the Company shall so list on each national securities exchange or automated quotation system, as applicable, and shall maintain such listing of,
any other shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of the same class shall be listed on such national securities exchange or
automated quotation system, as applicable.

7.Charges, Taxes and Expenses.The Company shall pay all transfer taxes or other incidental charges, if any, in
connection with the transfer from the Company to Holder of the Shares issued pursuant to the exercise hereof;provided, however, that in the event that any
certificate or certificates for Shares are to be issued in a name other than the name of Holder, this Warrant, when
surrendered for exercise, shall be accompanied by the Assignment Form attached hereto duly executed by Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

8.Loss, Theft, Destruction or Mutilation of Warrant.Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Company, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new warrant of like
tenor and dated as of such cancellation, in lieu of this Warrant.

9.Saturdays, Sundays, Holidays, Etc.If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding weekday that is
not a legal holiday.

10.Adjustment of Exercise Price and Number of Shares.The Exercise Price and the number of and kind of securities purchasable
upon exercise of this Warrant shall be subject to adjustment from time to time as follows:



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For
purposes of adjusting the Exercise Price pursuant to this Section 10(f):



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11.Notice of Adjustments; Notices.Whenever the Exercise Price or number of Shares purchasable hereunder is
adjusted pursuant to Section 10 hereof, the Company must execute and deliver to Holder a certificate 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 Exercise Price and number of and kind of securities purchasable hereunder after giving effect to such adjustment, and must cause
a copy of such certificate to be mailed (by first class mail, postage prepaid) to Holder.

12.Rights as Stockholder; Notice to Holders.Nothing contained in this Warrant will be construed as conferring
upon Holder or its permitted transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of
directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company. The Company will notify Holder by registered mail if at any time prior to the expiration or
exercise in full of the Warrant, any of the following events occur:



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Such
giving of notice will be simultaneous with the giving of notice to the holders of Common Stock. Such notice must specify the record date or the date of closing the stock transfer
books, as the case may be. Failure to provide such notice will not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up.

13.Restricted Securities.Holder understands that this Warrant and, subject to the last sentence of this
Section 13, the Shares purchasable hereunder constitute "restricted securities" under the federal securities laws inasmuch as they have not been registered under the Securities Act of 1933, as
amended (the "Securities Act") and are, or will be, acquired from Company in transactions not involving a public offering and accordingly may not, under
such laws and applicable regulations, be resold or transferred without registration under the Securities Act or an applicable exemption from such registration. Unless the Shares are subsequently
registered pursuant to Section 16 of this Warrant, Holder further acknowledges that the securities legend on Exhibit A to the Notice of Exercise attached hereto shall be placed on any
Shares issued to Holder upon exercise of this Warrant. Notwithstanding the foregoing, if a Holder exercises a net issuance under Section 2(b) hereof, the Shares will be deemed to be purchased
under Section 3(a)(9) of the Securities Act and will not be "restricted securities" or subject to legend if the Warrant has been held for a period of one year or more.

14.Certification of Investment Purpose.Unless a current registration statement under the Securities Act shall
be in effect with respect to the securities to be issued upon exercise of this Warrant, Holder covenants and agrees that, at the time of exercise hereof, it will deliver to the Company a written
certification executed by Holder that the securities acquired by Holder upon exercise hereof are for the account of such Holder and acquired for investment purposes only and that such securities are
not acquired with a view to, or for sale in connection with, any distribution thereof.

15.Disposition of Shares; Transferability.

(a)  Holder
hereby agrees not to make any disposition of any Shares purchased hereunder unless and until:



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16.Registration Rights.



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17.Miscellaneous.



To Holder:

Roth Capital Partners LLC
24 Corporate Plaza
Newport Beach, California 92660
Attention: Gordon Roth, CFOTo the Company:

Dot Hill Systems Corp.
6305 El Camino Real
Carlsbad, CA 92009
Attention: Preston Romm, CFO




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IN
WITNESS WHEREOF, the parties hereto have executed this Common Stock Warrant effective as of the date hereof.

|DATED: December 19, 2002 |  | THE COMPANY:                                                                             
|------------------------ |  | -----------------------------------------------------------------------------------------
|                         |  | DOT HILL SYSTEMS CORP., a Delaware corporation                                           
|                         |  | /s/PRESTON ROMMBy: Preston Romm
Its:Vice President of Finance and Chief Financial Officer
|                         |  | HOLDER:                                                                                  
|                         |  | ROTH CAPITAL PARTNERS LLC, a California limited liability company                        
|                         |  |                                                                                          
|                         |  | By:                                                                                      
|                         |  | Its:                                                                                     

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NOTICE OF EXERCISE

To:
Dot Hill Systems Corp.

1.    The
undersigned hereby elects to purchase                        shares of common stock, $0.001 par value per share ("Stock") of
Dot Hill Systems Corp., a Delaware corporation (the "Company") pursuant to the terms of the attached Warrant, and tenders herewith payment of the
purchase price pursuant to the terms of the Warrant.

2.    Attached
as Exhibit A is an investment representation letter addressed to the Company and executed by the undersigned as required by Section 14 of the
Warrant.

3.    Please
issue a certificate or certificates representing the shares of Stock purchased hereunder in the names and in the denominations indicated on Exhibit A
attached hereto.

4.    Please
issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned.

|       |  |  |  |  |  | Holder: |  | 
|------ |  |  |  |  |  | ------- |  | 
|       |  |  |  |  |  |         |  | 
|Dated: |  |  |  |  |  |        
|       |  |  |  |  |  | By:     |  | 
|       |  |  |  |  |  | Its:    |  | 

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EXHIBIT A TO NOTICE OF EXERCISE        FORM OF INVESTMENT LETTER

Dot
Hill Systems Corp.
6305 El Camino Real
Carlsbad, CA 92009

Ladies
and Gentlemen:

The
undersigned hereby makes the following certifications and representations with respect to the                        
(                        ) shares (the "Shares") of Common Stock ofDOT HILL SYSTEMS CORP., a Delaware corporation (the "Company"), which are being acquired by the undersigned.

The
undersigned represents and warrants that the undersigned is acquiring the Shares solely for the undersigned's account for investment and not with a view to or for sale or
distribution of the Shares or any part thereof. The undersigned also represents that the entire legal and beneficial interests of the
Shares the undersigned is acquiring is being acquired for, and will be held for, the undersigned's account only.

The
undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), on the basis that no distribution or public
offering of the Shares is to be effected. The undersigned realizes that the basis for the exemption may not be present if, notwithstanding the undersigned's representations, the undersigned has in
mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned has no such intention.

The
undersigned recognizes that the Shares being acquired by the undersigned must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. The undersigned recognizes that the Company has no obligation to register the Shares or to comply with any exemption from such registration.

The
undersigned is aware that the Shares may not be sold pursuant to Rule 144 adopted under the Securities Act ("Rule 144") unless certain conditions are met and until the
undersigned has held the Shares for at least one year. Among the conditions for use of the Rule is the availability of current information to the public about the Company. The undersigned understands
that the Company has not made such information available and has no present plans to do so.

The
undersigned further agrees not to make any disposition of all or any part of the Shares being acquired in any event unless and until:



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The
undersigned understands and agrees that all certificates evidencing the Shares to be issued to the undersigned may bear the following legend:



Very
truly yours,

|By:  |  | 
|---- |  | 
|Its: |  | 

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NET ISSUANCE ELECTION NOTICE

|To: Dot Hill Systems Corp. |  | Date: |  | 
|-------------------------- |  | ----- |  | 

The
undersigned hereby elects under Section 2 of the attached Warrant to surrender the right to
purchase                        shares of Common Stock pursuant to the attached Warrant.
The Certificate(s) for the shares issuable upon such net issuance election shall be issued in the name of the undersigned or as otherwise indicated below.

Signature:

Name
for Registration:

Mailing
Address:

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ASSIGNMENT FORM

(To
assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

| |  | whose address is |  | 
| |  | ---------------- |  | 
| |  |                  |  | 
| |  | .               
| |  |                  |  | 
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Dated:



,


Holder's Signature:Holder's Address:


|Signature Guaranteed: |  | 
|--------------------- |  | 

NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.

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