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SECOND AMENDMENT TO
DEVELOPMENT AND OEM SUPPLY AGREEMENT
 THIS SECOND AMENDMENT Second Amendment Agreement Second Amendment Date Dot Hill
Systems Corp. Dot Hill Systems B.V. Dot Hill Network Appliance, Inc. Network Appliance Holding and Manufacturing, B.V. Network Appliance B.V. NetApp party parties
 BACKGROUND:
 WHEREAS
 WHEREAS,
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 SECOND AMENDMENT:
 1. Application of Existing Provisions
 Dot Hill and NetApp Confidential
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Exhibit B, Rev. 7 Exhibit P, Rev. 1
 Description of Exhibits
    
    Exhibit LettersDot Hill Quality Requirements
    
    Exhibit E, Rev. 1NetApp Customer Support Requirements
    
    Exhibit G, Rev. 1Mutual Non-Disclosure Agreement
    
    Exhibit INetApp Workmanship Standards
    
    Exhibit KManufacturing Test Requirements
    
    Exhibit LOn-Site Support Requirements
    
    Exhibit MList of NetApp Other Technology
    
    Exhibit OBusiness Continuity Plan
    
    Exhibit P, Rev. 1
 Modified Exhibits Replacement Exhibits Existing Exhibits
 Description of Exhibit
    
    Existing Exhibits
    
    Replacement ExhibitsProduct Price and Bill
of Materials Breakdown
    
    Exhibit B, Rev. 6.2
    
    Exhibit B, Rev. 7 (as may be updated
pursuant to Section
6.5 of the base
Agreement)Product Forecast
    
    Exhibit D, Rev. 1
    
    Exhibit D, Rev. 2
(as may be updated
pursuant to Section
6.5 of the base
Agreement)Order Replenishment and
Logistics Requirements
    
    Exhibit F, Rev. 1
    
    Exhibit F, Rev. 2NetApp Designated 
Technology
    
    Exhibit N, Rev. 1
    
    Exhibit N, Rev. 2Requirements Obligations
    
    Exhibit J
    
    Exhibit J, Rev. 1[...***...] Plan
    
    Exhibit H and Exhibit H-1
    
    Exhibit H, Rev. 1
 Dot Hill and NetApp Confidential
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Supplementary Exhibits Added Exhibits Existing Exhibits
 Description of Exhibit
    
    Existing Exhibits
    
    Added ExhibitsEngineering Specifications
    
    Exhibit A
    
    Exhibit A-1Statement of Work and Acceptance Criteria
    
    Exhibit C and
Exhibit C-1
    
    Exhibit C-2
  Updated References
 Description
    
    Original References
    
    Updated ReferencesEngineering Specifications
    
    Exhibit A
    
    Exhibit A and
Exhibit A-1Product Price and Bill of Materials Breakdown
    
    Exhibit B
    
    Exhibit B, Rev. 7Statement of Work and Acceptance Criteria
    
    Exhibit C
    
    Exhibit C, Exhibit
C-1 and Exhibit C-2Product Forecast
    
    Exhibit D
    
    Exhibit D, Rev. 2Dot Hill Quality Requirements
    
    Exhibit E
    
    Exhibit E, Rev. 1Order Replenishment and Logistics Requirements
    
    Exhibit F
    
    Exhibit F, Rev. 2NetApp Customer Support Requirements
    
    Exhibit G
    
    Exhibit G, Rev. 1[...***...] Plan
    
    Exhibit H
    
    Exhibit H, Rev. 1Requirements Obligations
    
    Exhibit J
    
    Exhibit J, Rev. 1NetApp Designated Technology
    
    Exhibit N
    
    Exhibit N, Rev. 2Business Continuance Plan
    
    Exhibit P
    
    Exhibit P, Rev. 1
 Dot Hill and NetApp Confidential
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5. Exhibits Exhibits
 Exhibit A-1 Exhibit A-2 Exhibit B, Rev. 1 Exhibit B, Rev. 2 Exhibit P, Rev.
1 Exhibit P-1 Exhibit P-2
 Term of Agreement. TERM OF THIS AGREEMENT
 TERM OF AGREEMENT
 Effective Date
 Modified Definitions
 Dot Hill Designated Contract Manufacturer. Dot Hill Designated Contract Manufacturer
 Dot Hill and NetApp Confidential
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Trigger Event
 Final Product Acceptance Final Product Acceptance
 Exhibit B, Rev. 7 Exhibit C Exhibit C-1 Exhibit C-2 Exhibit B, Rev 7 Failure Exhibit C Exhibit C-1 Exhibit C-2
  Cost Reductions
 Cost Reductions
  Dot Hill and NetApp Confidential
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Margin Threshold
  Dot Hill and NetApp Confidential
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Termination Rights
     Dot Hill and NetApp Confidential
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Survival Survival
  Miscellaneous
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IN WITNESS WHEREOF
 DOT HILL SYSTEMS CORP.By:
    
    /s/ Dana W. KammersgardPrinted Name: Dana W. KammersgardTitle:
    
    PresidentDate:
    
    10/1/07DOT HILL SYSTEMS B.V.By:
    
    /s/ Hanif I. JamalPrinted Name: Hanif I. JamalTitle:
    
    Chief Financial OfficerDate:
    
    10/1/07
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NETWORK APPLIANCE, INC.By:
    
    /s/ Michael W. WaisPrinted Name: Michael W. WaisTitle:
    
    Vice President, Supply Chain ManagementDate:
    
    Oct 1, 2007
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NETWORK APPLIANCE HOLDING AND
MANUFACTURING, B.V.By:
    
    /s/ Volker WeisshaarPrinted Name:
    
    Volker WeisshaarTitle:
    
    Director Legal
EMEADate:
    

October 1, 2007
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EXHIBIT A-1
 Engineering Specifications
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EXHIBIT B, REV. 7
 Product Price and Bill of Materials Breakdown
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EXHIBIT B, REV. 7
 Attachment 1
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EXHIBIT B, REV. 7
 Attachment 2
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EXHIBIT C-2
 Statement of Work and Acceptance Criteria
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EXHIBIT D, REV. 2
 Product Forecast
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Exhibit F, Rev. 2
 Order Replenishment and Logistics Requirements
 1
    
    PURCHASE OF PRODUCTS, FORECASTS AND LEAD-TIMES1.1
    
    Overview. In accordance with the terms and subject to the conditions set forth in this
Agreement, Dot Hill agrees to sell the Products to NetApp and NetApp agrees to buy Products
from Dot Hill. It is expressly understood that, [...***...], NetApp has no obligation to purchase
any Products, or any minimum number of Products, hereunder. This provision shall, however,
not limit, diminish or affect any obligations that NetApp has to Dot Hill under [...***...] or
Sections 1.13, 1.14 and 1.15 of this Exhibit F, Rev. 2.1.2
    
    Supply Constraint and Allocation. If Dot Hill becomes aware of a potential supply constraint
of Product to NetApp, Dot Hill will notify promptly NetApp of such potential supply constraint
and the parties will work together in good faith to attempt to resolve such matter.In the event that the supply of a Product to NetApp under this Agreement becomes constrained
and Dot Hill cannot meet NetApps forecasted requirements for such Product during the period
of the supply constraint, Dot Hill shall provide NetApp during this period with [...***...], or
(ii) [...***...].For the purpose of interpretation of the immediately preceding sentence, any units of
Product that a Dot Hill DCM (a) [...***...] and (b) [...***...]. Dot Hill represents to NetApp that
as of the Effective Date of this Agreement, [...***...], Dot Hill will notify promptly NetApp of
any [...***...].
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1.3
    
    [...***...]. Upon the mutual written agreement of Dot Hill and NetApp, Dot Hill shall provide to
NetApp, starting on an agreed date following NetApps First Customer Shipment, [...***...] which
has been mutually agreed to by the parties, to allow for the following conditions:
    Additionally, upon the mutual written agreement of Dot Hill and NetApp, the [...***...] and
[...***...] may, from time to time and at any time, be revised or modified based on anticipated
demand for Products that NetApp plans to purchase from Dot Hill under this Agreement.If Dot Hill is unable to achieve any such [...***...] due to a Force Majeure Event or the
failure by any vendor or supplier operating under any NetApp supply arrangement to deliver
on a timely and sufficient basis to Dot Hill any drives or components which NetApp requires
for incorporation into Products that are to be made and sold by Dot Hill to NetApp, then Dot
Hills [...***...].1.4
    
    [...***...] In the event that NetApp desires to [...***...] Products covered under Purchase
Orders, then NetApp shall inform Dot Hill immediately in writing of its desires and provide
accurate and complete information to Dot Hill of its [...***...]. In the event of any [...***...],
then Dot Hill shall undertake some or all of the following mutually agreed actions for the
affected Products:
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Notwithstanding anything to the contrary, Dot Hill shall not be required to continue any of
the activities described above beyond a period of [...***...] after the date on which a [...***...]
occurs.
 1.5
    
    Forecasts. NetApp shall submit forecasts to Dot Hill [...***...], and more frequently on an
as-needed basis. These forecasts will provide visibility into NetApps forecasted supply
demand for Products for [...***...], with updates made to such forecasts [...***...]. Within [...***...]
after receipt of the forecast, Dot Hill shall provide NetApp with an acknowledgement of the
forecast (Supply Availability) for the requested quantity of the Products in the forecast or
propose a revised quantity or schedule for supply of the Products. If a revised quantity or
schedule is proposed by Dot Hill, the parties shall confer in good faith and attempt in good
faith to agree upon a final Supply Availability for each applicable [...***...].1.6
    
    Submittal of Purchase Orders. NetApp shall initiate purchases of Products by submitting to
Dot Hill [...***...] blanket Purchase Orders via e-mail to a designated Dot Hill email address
based upon the mutually agreed forecast.
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These
    
    Purchase Orders will be submitted by NetApp to Dot Hill at least [...***...] prior to the
beginning of each [...***...]. All [...***...] blanket Purchase Orders shall (a) specify the
quantities, applicable Total Price, payment terms, and shipping instructions for each of the
Products; and (b) refer to and be governed by the terms and conditions of this Agreement.
Blanket Purchase Orders shall be updated, as needed, to reflect agreed-upon Price adjustments
and agreed Products revision changes (including, but limited to, agreed engineering changes
and deviations).1.7
    
    Confirmation of Purchase Orders. Dot Hill shall confirm its receipt of the blanket Purchase
Order by notifying NetApp electronically within [...***...] after the receipt of the Purchase
Order. Dot Hill shall be required to accept all Purchase Orders that conform to a mutually
agreed forecast. Dot Hill shall notify NetApp of its acceptance or rejection of the blanket
Purchase Order by facsimile or electronic mail within [...***...] after its receipt of NetApps
Purchase Order.1.8
    
    Kanban Replenishment Process
 1.8.1
    
    The Kanban Replenishment Process is defined as a [...***...] issued by NetApp or a
NetApp DCM to Dot Hill, which is managed by Dot Hill, to request [...***...], as more fully
set forth below. [...***...]. In a situation where Dot Hill must make a change in the
Kanban Replenishment Process due to a force majeure event that is described in Section
26 of the base terms and conditions of this Agreement, NetApp will not unreasonably
withhold, delay or condition such consent provided, however, such change does not result
in: (i) an increase to NetApp in cost or any of the time periods for replenishment set
forth below for the delivery by Dot Hill of Products, or (ii) a decrease in any of the
frequencies set forth below for the delivery by Dot Hill of Products.
 1.8.1.1
    
    [...***...].
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[...***...]
    
    [...***...]
    
    [...***...][...***...]
    
    [...***...]
    
    [...***...]
 1.8.1.2
    
    [...***...].
 [...***...]
    
    [...***...]
    
    [...***...][...***...]
    
    [...***...]
    
    [...***...]
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1.8.1.3
    
    [...***...].
 [...***...]
    
    [...***...]
    
    [...***...][...***...]
    
    [...***...]
    
    [...***...]
 1.8.1.4
    
    [...***...].
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[...***...]
    
    [...***...]
    
    [...***...][...***...]
    
    [...***...]
    
    [...***...]
 1.8.1.5
    
    NetApp may require [...***...] as needed. If [...***...] are required, then NetApp shall
provide notice to Dot Hill by [...***...].
 1.8.2
    
    The Kanban replenishment process will be managed within the NetApp or a NetApp
DCM manufacturing location and will issue [...***...]. A representative of Dot Hill or a Dot
Hill DCM will monitor the process to manage and identify the quantity of [...***...] in
order to satisfy the requirements of the Kanban Replenishment Process. The status of the
[...***...] by Dot Hill or a Dot Hill DCM in a [...***...].
 1.8.3
    
    The average expected Kanban [...***...], however, [...***...].1.8.4
    
    For [...***...] Kanban needs, NetApp requires Dot Hill to have a [...***...]. The
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Dot Hill [...***...].1.8.5
    
    Intentionally left blank.1.8.6
    
    Dot Hill and NetApp will mutually agree on all [...***...]. All Products must be
[...***...] unless otherwise specified by NetApp, and must be [...***...]. (See Attachment
1) Upon each [...***...] back to Dot Hill. Dot Hill is also responsible for [...***...].
 1.9
    
    Notification of[...***...]. In the event that Dot Hill is unable to support NetApps Kanban
Replenishment Process [...***...], then Dot Hill shall notify NetApp or NetApps DCM before the
[...***...].1.10
    
    Changes to Purchase Orders. NetApp shall provide notice to Dot Hill of any changes or
cancellations to blanket Purchase Orders that NetApp desires. Dot Hill shall notify NetApp of
acceptance or rejection of change orders within [...***...] after receipt of NetApps notification
of change or change order request.1.11
    
    Notice of[...***...]. Dot Hill shall immediately notify NetApp in writing of any anticipated
[...***...] as requested by NetApp, stating the reason [...***...]. If Dot Hills anticipated
[...***...], then Dot Hill shall, upon NetApps request, [...***...].1.12
    
    Unanticipated Consumption. If the consumption rate for the current month is greater than
that described under the [...***...], Dot Hill shall use commercially reasonable efforts to
support the greater demand provided, however, that the parties have mutually agreed in advance
upon the [...***...].1.13
    
    Rescheduling. Each party will attempt to identify and notify the other party of any Excess
Material, as defined below, [...***...]. For Products whose delivery is rescheduled later than
[...***...] from the original anticipated delivery date to NetApp or a NetApp DCM, [...***...],
provided these Products were
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manufactured pursuant to an accepted Purchase Order or manufactured to satisfy NetApps
upside requirements. On the [...***...], NetApp will take Excess Material or Dot Hill will
[...***...] on and after such [...***...] and determined based on the Dot Hill [...***...]. NetApp will
use its best efforts to clear Excess Material at [...***...] within a maximum period of [...***...].
If any Excess Material is not cleared within such [...***...] period, a non-cancelable Purchase
Order to buy all such Excess Material shall be issued by NetApp to Dot Hill prior to the end
of such period. NetApp will [...***...] after the end of such [...***...] period.1.14
    
    Cancellation of Purchase Orders. Upon cancellation of any Purchase Orders and after the
completion by Dot Hill of the agreed upon mitigation efforts in Section 1.4 that are
associated with such cancellation, Dot Hill will submit to NetApp a claim for an amount equal
to the sum of:
    NetApp shall not be responsible under this Agreement for any liability incurred by Dot Hill
for those units of Products which are not: (i) covered under Purchase Orders accepted by Dot
Hill or (ii) manufactured by or for Dot Hill to meet NetApps [...***...]. Under no
circumstances shall NetApp be liable for [...***...]. Also, NetApps liability for [...***...] will
be limited to those ordered within agreed lead times that Dot Hill has established and
agreed to with third parties for use in the production of Products for intended supply to
NetApp. Lead times were previously documented in the Manufacturing Readiness Review
conducted by NetApp and Dot Hill on or about April 18, 2007. Upon written request by
NetApp, these lead times will be updated from time to time by Dot Hill.NetApp shall acknowledge in writing Dot Hills claim within [...***...] after NetApps receipt
thereof, and pay Dot Hill on any such claim made under
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this section within [...***...] after NetApps receipt thereof. NetApp shall be entitled to
audit the details behind any claim that may be made by Dot Hill under this section. If an
audit reveals an overpayment by NetApp of any such claim, then Dot Hill will immediately
refund or credit such overpayment to NetApp and, if such overpayment is in excess of [...***...]
of such claim, reimburse NetApp for the actual costs incurred in the performance of the
audit.1.15
    
    Expiration or Earlier Termination. Upon the expiration or earlier termination of this
Agreement, Dot Hill will provide to NetApp a summary of descriptions and quantities of
Products, including any FRUs, available at [...***...] locations which are maintained by or for
Dot Hill. Upon written request by NetApp, Dot Hill will perform mitigation efforts for a
period of [...***...] by attempting to sell the components Products, including any FRUs, to other
parties at then-current prices available to NetApp under the Agreement outside of units to be
retained for Warranty coverage under Section 23 of the Agreement. Upon the expiration of such
[...***...] period and the completion of any such requested efforts, Dot Hill will inform NetApp
of the amount of units remaining, including any FRUs, at such time and NetApp will issue a
non-cancelable Purchase Order to Dot Hill for such units, and will purchase such units at
their then-current price for immediate delivery to NetApp.2.
    
    END OF LIFE NOTIFICATION2.1
    
    Subject to the provisions of the Agreement, Dot Hill agrees to manufacture and supply to
NetApp the Products, and NetApp agrees to procure from Dot Hill the Products, during the term
of this Agreement. Dot Hill shall provide NetApp written notification of its intention to
assign the Products to an End of Life Status (Notice of EOL) at least [...***...] prior to the
date upon which said Products shall enter an EOL status. NetApp shall be allowed to place
final orders for all Products with Dot Hill [...***...] period. Dot Hill shall honor the final
Purchase Orders, notifying its suppliers of the EOL status and managing final component
purchases such that pricing for the final Purchase Orders shall be [...***...].3.
    
    LOGISTICS3.1
    
    The NetApp logistics requirements for the Product are as follows:
 3.1.1
    
    Dot Hill will [...***...] following the Kanban Replenishment Process described in
Section 1.8 from the Dot Hill [...***...]. The [...***...] will be managed and owned by Dot
Hill or Dot Hills DCM.
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3.1.2
    
    Dot Hill will own the Products until the [...***...], which will occur at the time
such Products are [...***...].3.1.3
    
    Unless otherwise agreed in writing by the authorized representatives of NetApp
and Dot Hill, all [...***...] costs shall be excluded from the Total Price of each of the
Products in Exhibit B. Such costs will be invoiced separately by Dot Hill to
NetApp and NetApp DCMs.3.1.4
    
    NetApp requires an EIA (i.e., Electronics Industry Association) label on all
inbound material delivered to NetApp or to NetApps designated manufacturing location.
All packaging and labeling of Products shall comply to the NetApp Inbound Packaging
Specifications. (See provisions in Attachment 1, which is attached below to this
Exhibit F)
 4.
    
    REVERSE LOGISTICS4.1
    
    Returned Products. For units of Product returned by NetApp to Dot Hill that do not conform
to the warranty provided by Dot Hill to NetApp in Section 23 of the base terms of the
Agreement, Dot Hill will perform its warranty responsibilities as described therein, upon Dot
Hills authorization for the return of by NetApp of such units of Product. Dot Hills response
to a properly submitted NetApp-submitted request for authorization for the return of Products
that do not conform to such warranty shall be made by Dot Hill within [...***...] after Dot Hills
receipt of any such request. Upon completion of its warranty responsibilities for the repair
or replacement of a Product, Dot Hill will return back a Product, freight prepaid, to NetApp.4.2
    
    Credit and Re-Invoice Process. Solely for the purpose of tracking defective units of Products
returned by NetApp to Dot Hill under the warranty provisions in Section 23 of the base terms
of the Agreement and the subsequent delivery by Dot Hill of repaired or replacement Products
therefore, Dot Hill will: (i) issue a credit to NetApp or the NetApp DCM that acquires such
Products upon Dot Hills authorization for the return of such units with such authorization
not to be unreasonably withheld, delayed or conditioned, and (ii) re-invoice NetApp or the
NetApp DCM that acquires such Products in full for the repaired or replacement units of
Products delivered by Dot Hill.4.3
    
    Intentionally left blank.4.4
    
    Induced Damage to Products. If Dot Hill reasonably determines that a Product which is
returned by NetApp to Dot Hill has customer-induced or NetApp production-induced damage
arising from or resulting in a non-conformance of Products to the warranty provided by Dot
Hill under this Agreement, then Dot Hill will notify NetApp of such matter, and invoice to
NetApp the material and labor costs that Dot Hill incurs for out-of-warranty repair for such
units of Products.
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4.5
    
    Packaging. Each Product that is authorized for return by Dot Hill will be packaged by NetApp
in a mutually agreed manner and returned to Dot Hill [...***...].4.5
    
    Address Changes. Dot Hill may change, modify or update the address of the [...***...], at any
time and from time to time, upon written notice to NetApp provided, however, that the [...***...]
of this Exhibit F, Rev. 1 are met.
 Attachment 1
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Exhibit H, Rev. 1  Plan
 1
    
    Overview:This exhibit supersedes and replaces Exhibit H and Exhibit H-1 in
their entirety, and contains provisions for payment by NetApp to Dot Hill for [...***...] incurred
by Dot Hill (collectively NRE).2
    
    [...***...] Unit Expenses.NetApp shall prospectively compensate Dot Hill for all future project
materials and prototype units, as well as expediting fees, for Product units as authorized in
the SOW, or as authorized in writing by NetApp.
 2.1
    
    [...***...].2.2
    
    [...***...].2.3
    
    [...***...].2.4
    
    Dot Hill will provide a written summary of these expenses to NetApp prior to
requesting a purchase order. NetApp shall only be responsible to pay Dot Hill for
expenses which are authorized by a NetApp p.o. or otherwise pre-approved in writing by
NetApp.2.5
    
    NetApp will issue p.o.s to Dot Hill for such authorized expenses pursuant to
the payment terms in the base terms and conditions of the Agreement.2.6
    
    For purposes of this Exhibit, Project Materials shall mean materials that are
used and consumed in the development of prototype products or product enhancements.
Project Materials are neither a capital expense nor a capital asset. Examples are EMI
gasket material for RFI testing, plastic for creating bezel designs, first article
PCBAs and bare metal.
 3
    
    [...***...] Engineering Expenses.NetApp shall compensate Dot Hill for work authorized in the
SOW or in writing by NetApp performed by or for Dot Hill based on the total amount of hours
spent by Dot Hills employees and/or subcontractors in connection with the performance of
NRE-related matters, together with any travel, lodging and other incidental travel expenses
incurred to perform such work. NetApp shall pay Dot Hill for the performance of such
authorized work [...***...] that is spent. Such rate shall be subject to change by Dot Hill on
and after [...***...], upon
written financial justification, and explanation by Dot Hill, and subject to NetApp approval,
which approval will not be unreasonably withheld, delayed or conditioned.
 Dot Hill and NetApp CONFIDENTIAL
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4
    
    Intellectual Property Ownership Rights.The mere payment by NetApp to Dot Hill for any work
performed by Dot Hill shall not entitle NetApp to claim any ownership rights in or to any
intellectual property rights created by or for Dot Hill. However, nothing contained in this
Section 4 shall operate to deprive NetApp or Dot Hill of their respective sole or joint
ownership rights with the other in or to any intellectual property rights associated with the
Products, as established in the base terms and conditions of this Agreement and the Technology
License Agreement.
 5 Production Test Equipment and Tooling
 5.1
    
    Production Test Equipment and Tooling.NetApp shall reimburse Dot Hill for test
equipment and tooling expenditures, which Dot Hill has made prior to the date of
execution of the Second Amendment to this Agreement, in order for Dot Hill to make
and/or have made Products (collectively, Capital Outlays).Payment.NetApp shall pay to Dot Hill [...***...]. No additional payment shall be due
from NetApp for these items in Attachment 1 to this Exhibit H, Rev. 1. This
payment shall be due and payable to Dot Hill [...***...] after the date of submission by
Dot Hill of an invoice referencing a NetApp p.o. for this amount.5.2
    
    Future Costs for Production Test Equipment and Tooling.From time to time,
[...***...], the parties will review production test equipment and tooling plans for
Products covered or to be covered under the Agreement. To this end, [...***...].
 Dot Hill and NetApp CONFIDENTIAL
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5.3
    
    Ownership Rights in Production Test Equipment and Tooling.Dot Hill shall
retain title and all ownership rights and interests in and to all production test
equipment, tooling and/or other fixed equipment acquired by or for Dot Hill and for
which NetApp pays any amounts to Dot Hill, except for test equipment, tooling, or other
fixed equipment which is owned or leased by NetApp from a party other than Dot Hill and
authorized by NetApp for use by Dot Hill All payments made by NetApp under this
Section 5 are intended to compensate Dot Hill for amounts expended by Dot Hill to
establish a proper production test, and/or manufacturing environment for Dot Hill to
make and/or have made Products, and shall not result in the sale or transfer to NetApp
of title or any ownership rights and/or interests in or to any production test
equipment, tooling or other fixed equipment, or any intellectual property rights
therein or related thereto. Upon written request by NetApp and subject to NetApps
compliance with the terms and conditions of the Agreement, NetApp shall have the right
to purchase, after the expiration of the Initial Purchase Period for a Product that is
being supplied by Dot Hill to NetApp under the Agreement and subject to Dot Hills
written approval, units of production test equipment or tooling for such Product which
meet all of the following requirements: [...***...].
 6
    
    Preproduction Test Equipment and Tooling
 6.1
    
    Future Costs for Preproduction Equipment & Tooling.From time to time [...***...]
the parties will review preproduction test equipment and tooling plans for Products to
be covered under the Agreement. To this end, [...***...]
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[...***...].6.2
    
    Ownership rights in Preproduction Test Equipment and Tooling.NetApp shall
retain title and all ownership rights and interests in and to all preproduction test
equipment, tooling and/or other fixed equipment acquired by NetApp from Dot Hill,
except for software developed by Dot Hill, and for which NetApp has paid all amounts
due to Dot Hill under this Agreement therefor. NetApp shall retain title and all
ownership rights and interests in and to all preproduction test equipment, tooling
and/or other fixed equipment acquired by NetApp from sources other than Dot Hill. With
the agreement of Dot Hill, NetApp may consign preproduction test equipment and tooling
and or other fixed equipment to Dot Hill, and no such consignment shall result in the
sale or transfer to Dot Hill of title or any ownership rights and/or interests in or to
any such preproduction test equipment, tooling or other fixed equipment.
 7
    
    Other Dot Hill Assistance.  Upon written request by NetApp, Dot Hill is willing to help
assist NetApp in establishing a NetApp DCM to manufacture Products for intended sale to NetApp
subject, however, to NetApps payment to Dot Hill of all applicable NRE and other charges for
the performance of such work and NetApps compliance with all of the other terms and
conditions of this Agreement.   This obligation will exist only through the date of on which a
first article of Product is commercially available for sale from a NetApp DCM to NetApp and
cover those units of Products for which a NetApp DCM is authorized to manufacture pursuant to
the sublicense rights granted by NetApp pursuant to the separate Technology License Agreement
between NetApp and Dot Hill. If NetApp chooses to exercise the right to receive manufacturing
assistance from Dot Hill as set forth in this Section 7, NetApp will inform Dot Hill in
writing thereof prior to such date and, at that time, NetApp and Dot Hill will work together
in good faith to develop and prepare a Statement of Work (SOW) which defines, among other
things, each partys duties and responsibilities, together with the applicable NRE and other
charges that will be due to Dot Hill for such work. Upon execution by the authorized
representatives of Dot Hill and NetApp of any such SOW, such SOW shall become part of this
Agreement and each party will then be obligated to perform its respective duties and
responsibilities in such SOW. Notwithstanding anything to the contrary, Dot Hill shall have no
obligation or duty under this Section 7 or any SOW to provide any services for or assistance
to support any outbound logistics, delivery, shipment and/or transportation of products which
are to be made by any NetApp DCM. Dot Hill shall have no obligation to support the
qualification and bringing on line of more than one NetApp DCM(s) to make products on behalf
of NetApp. Upon NTAP request, the parties shall discuss in good faith Dot Hill supporting any
qualification and bringing on line of a second or more NetApp DCM, on a time and materials
 Dot Hill and NetApp CONFIDENTIAL
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Dot Hill and NetApp CONFIDENTIAL
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EXHIBIT H, REV. 1
 Attachment 1
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Exhibit J, Rev. 1
Requirements Obligations
 Initial Purchase Period for Products Exhibit J, Rev.
1 Initial Purchase Period
 For the products in the left-handcolumn, the Initial PurchaseDescription of Products
    
    Period set forth below[...***...]
    
    Period beginning on [...***...] and ending on [...***...]
 Exhibit J, Rev. 1
 Termination of Initial Purchase Period Exhibit J, Rev. 1 Exhibit J, Rev. 1
 Obligations after Initial Purchase Period for Products Exhibit J, Rev. 1
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Period
 Period
  Relief from Requirements Obligations
 Technology License Agreement TLA
 Second Source Purchases Exhibit J, Rev. 1 Time Commitment Period Alternate Source Exhibit J, Rev. 1 Royalty Base
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Exhibit J, Rev. 1
 Maximum
    
    MaximumPeriod of
    
    Requirement]
    
    Available
    
    RoyaltyDescription
    
    Time
    
    Obligations
    
    Relief
    
    BaseInitial Purchase
Period  SAS & SATA
products
    
    [...***...]
    
    [...***...]
    
    [...***...]
    
    [...***...][...***...] Period
    
    [...***...]
    
    [...***...]
    
    [...***...]
    
    [...***...][...***...] Period
    
    [...***...]
    
    [...***...]
    
    [...***...]
    
    [...***...]
  Communication of Information to Dot Hill
 No Effect on Other Provisions of Agreement
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Derivative Products derivative products
 Remainder of Page Intentionally Left Blank
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Exhibit N, Rev. 2
 List of NetApp Designated Technology
 What
    
    Comment[...***...]
    
    [...***...]
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Document No. 1-P-0028
 Edition A
 EXHIBIT P, REV. 1
 Business Continuance Plan
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Confidential Treatment Requested