Exhibit 10.33

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and entered into as of March 11, 2003, among
Dot Hill Systems Corp., a Delaware corporation (the "Company"), and the investors signatory hereto (each such investor is a "Purchaser" and all such
investors are, collectively, the "Purchasers").

This
Agreement is made pursuant to the Securities Purchase Agreement dated as of the date hereof among the Company and the Purchasers (the "Purchase
Agreement").

The
Company and the Purchasers hereby agree as follows:

1.Definitions

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement.As used in this Agreement, the following terms shall have the following meanings:



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2.Shelf Registration

(a)  On
or prior to the Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities
on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (unless the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall
contain (unless otherwise directed by the Holders and except to the extent the Company determines that modifications thereto are required under applicable law) the "Plan of Distribution" attached
hereto asAnnex A. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause the Registration Statement to
be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use commercially reasonable
efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration Statement is declared effective by the
Commission or such earlier date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as
determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the
"Effectiveness Period").

(b)  [RESERVED]

(c)  If:
(i) the Registration Statement is not filed on or prior to its Filing Date, the Company shall not be deemed to have satisfied clause (i)), or
(ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that
the Company is notified (orally or in writing, whichever is earlier) by the
Commission that the Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a
pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of the Registration Statement within fifteen Trading Days after the receipt of
comments by or notice from the Commission that such amendment is required in order for the Registration Statement to be declared effective, or (iv) the Registration Statement filed or required
to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, the Registration Statement ceases for any reason to remain
continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell

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such Registrable Securities for an aggregate of 30 calendar days during any 12 month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an
"Event", and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on
which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which
such 30 calendar day period, as applicable, is exceeded being referred to as "Event Date"), then, in addition to any other rights the Holders may have
hereunder or applicable law, on each such Event Date and every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated
damages and not as a penalty, equal to 2.0% per month of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any liquidated damages
pursuant to this Section in full within 3 days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages
pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event.

3.Registration Procedures

In
connection with the Company's registration obligations hereunder, the Company shall:

(a)  Not
less than three Trading Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (excluding any
document that would be incorporated or deemed to be incorporated therein by reference and excluding in any case any information for which an order granting confidential treatment thereof is in effect
or has been requested), the Company shall, (i) furnish to each Holder copies of all such documents proposed to be filed (other than those incorporated or deemed to be incorporated by reference
and excluding in any case any information for which an order granting confidential treatment thereof is in effected has been requested), for review by each Holder, and (ii) cause its officers
and directors, counsel and independent certified public accountants to respond (subject to maintenance of any attorney-client privilege between the Company and its counsel) to such reasonable
inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the
Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably and in good faith object,
provided, the Company is notified of such objection in writing no later than 3 Trading Days after the Holders have been so furnished copies of such documents.

(b)  (i) Prepare
and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to
Rule 424; (iii) respond as promptly as reasonably possible, and in any event within 15 Trading Days, to any comments received from the Commission with respect to the Registration
Statement or any amendment thereto and as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Transaction
Documents and the Holders; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in
the Registration Statement as so amended or in such Prospectus as so supplemented.

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(c)  [RESERVED]

(d)  Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (ii) through (vi) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than five Trading Days prior
to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a "review" of the Registration
Statement and whenever the Commission comments in writing on the Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the
Holders); and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any
other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement
ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that,
in the determination of the Company, makes it
not in the best interest of the Company to allow continued availability of the Registration Statement or Prospectus.

(e)  Promptly
deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement
thereto as such Persons may reasonably request. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(f)    Use
commercially reasonable efforts to register or qualify the resale of such Registrable Securities as required under applicable securities or Blue Sky laws of each
State within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period; provided, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the Company to any material tax in any such jurisdiction where it is
not then so subject.

(g)  Cooperate
with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant
to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request.

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(h)  Upon
the occurrence of any event contemplated this Section 3, as promptly as reasonably possible under the circumstances taking into account the Company's good
faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses
(ii) through (v) of Section 3(d) above to suspend the use of the use of any Prospectus until the requisite changes to such Prospectus have been made, or the Company otherwise
notifies the Holders of its election to suspend the availability of the Registration Statement and Prospectus pursuant to clause (vi) of Section 3(d), then the Holders shall suspend use
of such Prospectus. The Company will use reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable, except that in the case of suspension of the
availability of the Registration Statement and Prospectus pursuant to clause (vi) of Section 3(d), the Company shall not be required to take such action until such time as it shall
determine that the continued availability of the Registration Statement and Prospectus is no longer not in the best interests of the Company. The Company shall be entitled to exercise its right under
this Section 3(h) to suspend the availability of the
Registration Statement and Prospectus, subject to the payment of liquidated damages pursuant to Section 2(c), for a period not to exceed 60 consecutive days or for multiple periods not to
exceed 90 days in any 12 month period.

(i)    Use
its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission.

(j)    Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement,
or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(k)  The
Company may require, at any time prior to the third Trading Day prior to the Filing Date, each Holder to furnish to the Company a statement as to the number of
shares of Common Stock beneficially owned by such Holder and, if requested by the Commission, the controlling person thereof, within three Trading days of the Company's request. During any periods
that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three
Trading Days of the Company's request, any liquidated damages that are accruing at such time shall be tolled and any Triggering Event that may otherwise occur solely because of such delay shall be
suspended, until such information is delivered to the Company.

4.Registration Expenses.All fees and expenses incident to the performance of or compliance with this Agreement
by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence
shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the
Principal Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for
investment under the laws of such jurisdictions as requested by the Holders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses requested by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for

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the Company and (v) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the
Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for in the
Transaction Documents, any legal fees or other costs of the Holders.

5.Indemnification



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The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the
Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.Miscellaneous



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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

| |  | Dot Hill Systems Corp
| |  | ---------------------
| |  | By:                  

[PURCHASERS' SIGNATURE PAGES FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Trusco Capital Management, Inc.
| |  | -------------------------------
| |  | By:                            

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Omicron Master Trust                         
| |  | ---------------------------------------------
| |  | By: Omicron Capital L.P., as subadvisor      
| |  | By: Omicron Capital Inc., its general partner
| |  | By:                                          

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Midsummer Investment, Ltd.
| |  | --------------------------
| |  | By:                       

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Islandia, L.P.
| |  | --------------
| |  | By:           

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Cranshire Capital, L.P.
| |  | -----------------------
| |  | By:                    

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Westpark Capital, L.P.
| |  | ----------------------
| |  | By:                   

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | The Pinnacle Fund, L.P.
| |  | -----------------------
| |  | By:                    

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Southwell Partners LP
| |  | ---------------------
| |  | By:                  

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Atlas Capital Master Fund, L.P.                                                
| |  | -------------------------------------------------------------------------------
| |  | By: Atlas Capital L.P. & Atlas Capital Offshore Fund Ltd.,
Its General Partners
| |  | By:                                                                            

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Atlas Capital(Q.P.) L.P.                                       
| |  | ---------------------------------------------------------------
| |  | By: Atlas Capital Management L.P., its GP
By: RHA, Inc., its GP
| |  | By:                                                            

[PURCHASERS' SIGNATURE PAGES TO FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Walker Smith Capital Master Fund
| |  | --------------------------------
| |  | By:                             

[PURCHASERS' SIGNATURE PAGES FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | WS Opportunity Master Fund
| |  | --------------------------
| |  | By:                       

[PURCHASERS' SIGNATURE PAGES FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | Walker Smith International Fund, Ltd.
| |  | -------------------------------------
| |  | By:                                  

[PURCHASERS' SIGNATURE PAGES FOLLOW]

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[PURCHASER'S SIGNATURE PAGE TO RRA]

| |  | WS Opportunity Fund International, L.P.
| |  | ---------------------------------------
| |  | By:                                    

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ANNEX A

Plan of Distribution

The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling
Stockholders may use any one or more of the following methods when selling shares:



The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the Selling
Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of
transactions involved.

The
selling stockholder may from time to time pledge or grant a security interest in some or all of the Shares or common stock or Warrants owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus.

The
selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.

The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Stockholders have informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock.

The
Company is required to pay all fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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