Exhibit 10.2


 


Sun and Dot Hill
Confidential


 


***Text Omitted and Filed Separately


with the Securities and Exchange Commission.


Confidential Treatment Requested


Under 17 C.F.R. Sections 200.80(b)(4)


and 240.24b-2.


 


Agreement No.:                    


 


FOURTH
AMENDMENT


TO
PRODUCT PURCHASE AGREEMENT


 


THIS
FOURTH AMENDMENT (the “Fourth Amendment”)
to the Product Purchase Agreement that was made on the 22nd day of May, 2002,
the exhibits thereto and as amended (the “PPA”), and the
Award Letters executed thereunder, is made and entered into as of this 26th day
of September, 2005 (the “Fourth Amendment Effective
Date”) by and among Sun Microsystems, Inc., a Delaware
corporation, with an office at 4150 Network Circle, Santa Clara, California
95054 and Sun Microsystems International B.V., a Netherlands corporation, with
an office at Dis Ketteweg 2, 3821 AR Amersfoot, the Netherlands (hereafter
collectively referred to as “Sun”) and Dot
Hill Systems Corporation, a Delaware corporation, with an office at 6305 El
Camino Real, Carlsbad, California 92009 and Dot Hill Systems B.V., a
Netherlands corporation, with an office at Marssteden 94, 7547 TD Enschede, the
Netherlands (hereafter collectively referred to as “Supplier”).  For purpose of interpretation and
construction of this Fourth Amendment, capitalized terms included herein shall
have the same meaning as such terms are defined in the PPA.  Additionally, Sun and Supplier may be
referred to in this Fourth Amendment each as a “Party”
and collectively as the “Parties”.


 


BACKGROUND


 


WHEREAS, Sun
and Supplier desire to amend the PPA to make certain additions and
modifications to the PPA, as described below.


 


NOW
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by both Parties, the Parties
hereby agree to amend and do amend the PPA, as follows:


 


FOURTH
AMENDMENT


 


1.0                               Definitions.  Section 1.13
of the PPA is amended by striking it in its entirety and replacing it with the
following:


 


	
  Fourth Amendment to PPA

  	
   

  	
  11/7/2005

  



Dot Hill PPA


Agreement No. AR-63645


 


1





















 


“1.13  Localized Versions shall mean a version of
the Licensed Software and Documentation that is customized by Supplier for use
in agreed upon foreign languages as set forth in Section 18.2.4 of the
PPA.”


 


2.0                               Dedicated Personnel.  Section 2.4
is amended by striking it in its entirety and replacing it with the following:


 


“2.4        Dedicated Personnel.


 


2.4.1       Supplier Personnel.  Supplier shall dedicate [***] personnel to
servicing the Sun account.  These will
initially be [[***].  Selection of
individuals for these positions will be subject to approval by Sun, which
approval will not be unreasonably withheld, delayed or conditioned, and such
individuals assigned will be replaced upon reasonable notice from Sun if cause
exists for such replacement.   Supplier
will select and identify the initial dedicated personnel[***] within [***] of
execution of this Agreement. Supplier will select and identify the [***] prior
to the date Sun makes its announcement of general availability of Product to
its customers, which date will be communicated to Supplier.  The full cost and all expenses of these
personnel will be [***].  The individuals
will be required to execute normal confidentiality agreements and comply with rules established
by Sun (or the External Manufacturers) for employees of other companies working
in Sun facilities. Details of the roles of the dedicated personnel are set out
in Exhibit D.  Sun will provide office space as Sun reasonably
deems appropriate in its facilities for those Supplier personnel that Sun
requires work at Sun.


 


2.4.2                     Sun Personnel.  Sun may hire, assign and manage, in its sole
discretion, certain [***] personnel employed by Sun to be dedicated to
addressing the [***] to the requirements of this Agreement of the
Product(s).  Within a commercially
reasonable time after the end of each of Sun’s fiscal quarters, Sun will [***].  Sun will select and determine the initial
number of such personnel in its sole discretion, [***].  Upon request by Supplier, Sun will provide to
Supplier reasonably requested documentation to [***], but Sun will have no
obligation to provide with such documentation any personally identifiable
information of such personnel.  Supplier
will [***].  Sun will be the employer of
these personnel and will direct the work to be performed by these personnel
under this Agreement.  The parties will
meet quarterly based on Sun’s fiscal year to discuss the work being performed
by these personnel and will share mutually agreed upon data [***].  Based on this data, the parties may mutually
agree to add additional personnel, remove personnel or terminate this Section 2.4.2.  While the parties may negotiate and agree to
staffing levels for this assignment, Sun, as the employer, will have sole and
complete discretion to make employment decisions impacting its employees.  [***] 
Any mutual agreements reached by the parties during quarterly meetings
as to the number of Sun personnel dedicated hereunder will be documented in a
writing signed by the authorized representatives of both parties.”


 


3.0                               Term.  Section 3
of the PPA is amended by striking it in its entirety and replacing it with the
following:


 


2





















 


“3                                   Term.  The term of
this Agreement will commence on the Effective Date and, unless terminated
sooner in accordance with Section 24.1, will continue until January 1,
2011 (the “Initial Term”).  This Agreement will renew automatically for
additional one (1)-year periods (each a “Renewal Term”),
unless either party gives written Notice of its intent not to renew the
Agreement at least one hundred and eighty (180) days before the end of the
Initial Term or any then-existing Renewal Term, as the case may be.  The Initial Term and any Renewal Term will
collectively be referred to as the “Term” within
the Agreement.  If any Award Letter is
still in effect at the time this Agreement terminates or expires, then this
Agreement shall continue in effect solely as to such Award Letter until such
time as the Award Letter is terminated or expires.”


 


4.0                               Product Pricing.  Section 4
of the PPA is amended as follows:


 


4.1                               Amend
Section 4.3.2 of the PPA by striking the fourth sentence in its entirety
and replacing it with the following sentence:


 


“New [***] identified
pursuant to this Section will be effective the [***] of the applicable
quarter in which such new [***] pricing is to take effect, unless the
authorized representatives of the parties agree otherwise in writing.”


 


4.2                               Add
the following new Section 4.6 to the PPA:


 


“4.6  Non-approved Charges.
Sun shall not be liable to Supplier for any [***] incurred by Supplier or its
sub-tier suppliers as the result of factors including, but not limited to, [***].”


 


5.0          Payment Terms.  Section 8.1
of the PPA is amended by replacing this Section in its entirety with the
following:


 


“8.1        Unless otherwise specified in an
applicable Award Letter, payment is due from Sun to Supplier within [***] after
the receipt of an invoice from Supplier or the [***], whichever is later (the “Payment Due Date”), unless Sun [***] disputes whether an
invoice, or any portion thereof, from Supplier is due and owing or the Product
was [***].  Sun shall not be required to
pay the disputed portion of any invoice, pending resolution of that dispute;
provided, however, that Notice of the dispute has been provided by Sun to
Supplier prior to the Payment Due Date [***]. 
Should Sun, in its sole option, pay an invoice within [***] from
receipt, Sun shall automatically receive and be entitled to subtract from such
invoice a [***] discount.  Unless
otherwise specified in an applicable Award Letter, all payments shall be made
in US dollars.”


 


6.0                               Product Warranty.  Section 12.1
of the PPA is amended by adding the following paragraph following the first
paragraph in this Section:


 


“Supplier further warrants that all Products repaired
or replaced pursuant to the Product warranty provided in this Section 12
will perform, at the time of delivery by Supplier to Sun, in accordance with
the applicable Product Specification agreed to in writing by the Supplier and
Sun, and shall be free from


 


3





















 


defects
in material and workmanship, for a period of [***] from the [***] or for the
remainder of the original Product warranty, whichever is greater (the “Extended Repair Warranty”). 
The Product warranties and Extended Repair Warranty provided in this Section 12
will apply to all Product parts and components sold under this Agreement by
Supplier to Sun for the Product.  [***],
Supplier agrees to furnish to Sun the [***].”


 


7.0                               Internationalized and Localized Versions.  Section 18.2.4 of the PPA is amended by
striking in its entirety Subsections 18.2.4.1 and 18.2.4.2 and replacing those
subsections with the following:


 


“18.2.4.1               Localized
Versions.  Supplier shall
deliver Localized Versions of the Licensed Software and Documentation in the
languages and pursuant to the requirements of the Globalization Exhibit, as set
forth in Exhibit A to this Fourth Amendment.  The Globalization Exhibit, Exhibit A, is
Sun Confidential Information and subject to the requirements of Section 23
of the PPA.  Supplier shall deliver
Localized Versions based on the schedule set forth in the Globalization
Exhibit, Exhibit A.


 


18.2.4.2 Charges.   Commencing with the schedule specified
in the Globalization Exhibit, Exhibit A, Supplier shall [***] development
and provision of the Localized Versions in Japanese, French and Simplified
Chinese and will provide those Localized Versions to Sun [***].  Supplier will [***] Localized Versions in
Korean and Traditional Chinese and will subsequently [***].  Within [***] of receiving [***].”


 


Unless otherwise noted in
this Fourth Amendment, any Exhibit thereto, or any under Award Letter issued
thereunder, this Fourth Amendment shall have prospective force and effect as of
the Fourth Amendment Effective Date, and will apply to all pre-existing and
future Award Letters.  Except as
specifically set forth above, the terms and conditions of the PPA, including
any Exhibits thereto, and any Award Letters issued under the PPA shall remain
unchanged and in full force and effect. 
The PPA, as amended by this Fourth Amendment, together with any Award
Letters, constitutes the entire agreement by and between the Parties relating
to its subject matter.  Such documents
shall supersede all prior and contemporaneous oral or written communications,
proposals, conditions, representations and warranties and prevail over any
conflicting or additional terms and conditions between the Parties relating to
its subject matter.


 


4





















 


IN
WITNESS WHEREOF, the Parties have caused this Fourth
Amendment to the PPA to be signed by their duly authorized representatives
effective as of the Fourth Amendment Effective Date.


 


 


	
  SUN MICROSYSTEMS, INC.

  	
  DOT HILL SYSTEMS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ [***]

  	
   

  	
  By:

  	
    /s/ Preston
  Romm

  
	
   

  	
   

  
	
  Printed Name: [***]

  	
  Printed Name: Preston
  Romm

  
	
   

  	
   

  
	
  Date: September 26,
  2005

  	
  Date: September 26,
  2005

  
	
   

  	
   

  
	
  Title: Director, DMG SM

  	
  Title: CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
  SUN MICROSYSTEMS INTERNATIONAL
  B.V.

  	
  DOT HILL SYSTEMS B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ [***]

  	
   

  	
  By:

  	
    /s/ Preston
  Romm

  
	
   

  	
   

  
	
  Printed Name: [***]

  	
  Printed Name: Preston
  Romm

  
	
   

  	
   

  
	
  Date: September 26,
  2005

  	
  Date: September 26,
  2005

  
	
   

  	
   

  
	
  Title: Director

  	
  Title: Director

  
						



 


5





















 


EXHIBIT A


 


TO THE
FOURTH AMENDMENT TO THE SUN/DOT HILL


AGREEMENT
NO. AR-63645


 


GLOBALIZATION


 


1. EXECUTIVE SUMMARY


 


This Globalization Exhibit, Exhibit A to the
Fourth Amendment to the Agreement, defines the scope of handoffs and support to
be provided by Sun [***] (“G11n”) to Supplier both on a onetime and ongoing
basis. [***]  In addition, this Exhibit A
defines the globalization requirements and services to be performed by Supplier
to provide to Sun.   Supplier’s obligations under this Exhibit will
commence following Sun’s handoff and support to Supplier, but in no event will
Supplier’s obligations commence later than [***]


 


[***]


 


September
16, 2005


 


Sun and Dot Hill
Confidential


 


1





















 


	
   

  	
  Supplier Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  General Terms
  Reference No.:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibit Reference
  No.:

  	
   

  



 


 


Direct
Customer Fulfillment Exhibit


 


This Direct Customer Fulfillment Exhibit (the ““Exhibit”)
is issued under, forms a part of, and is subject to the terms and conditions of
that certain Product Purchase Agreement dated May 22, 2002, as amended
(the “Agreement”) by and among Dot Hill
Systems Corporation, a Delaware corporation, with an office at 6305 El Camino
Real, Carlsbad, California 92009 and Dot Hill Systems B.V., a Netherlands
corporation, with an office at Marssteden 94, 7547 TD Enschede, the Netherlands
(Dot Hill Systems Corporation and Dot Hill Systems B.V. are collectively
referred to herein as “Supplier”), Sun
Microsystems, Inc., a Delaware corporation with an office at 901 San
Antonio Road, Palo Alto, California 94303 and Sun Microsystems International
B.V. , a Netherlands corporation, with an office at Computertweg 1, 3821 AA
Amersfoot, the Netherlands (Sun Microsystems Inc. and Sun Microsystems
International B.V. are collectively referred to herein as “Sun”).  All capitalized terms used herein shall have
the same meaning as in the Agreement.


 


Exhibit Summary:


 


This Exhibit describes Supplier’s contractual requirements for
implementing Sun’s direct customer fulfillment supply chain initiative.  [***]


 


1.         Definitions:


 


1.1                  Blanket Purchase Order (“BPO”)
means Sun’s Blanket Purchase Order for Product. 
Blanket Purchase Orders will include the [***]
for the stated time period. Sun may provide a Blanket Purchase Order in the
form of hard copy, by facsimile, or by electronic transfer if there are
electronic data exchange terms in place between Sun and Supplier.  A BPO does not bind Sun with respect to any
particular quantities, delivery dates, or dollar values for purchase.


 


1.2                  Blanket Purchase Order (BPO) Release is Sun’s signal of its
intent to procure Products from Supplier, [***] The Direct
Customer Fulfillment Specification describes the BPO Release process.  A BPO Release will indicate [***]


 


1.3                  Direct Customer Fulfillment Specification means Sun’s Direct
Customer Fulfillment Specification [***] which contains procedures applicable
to Supplier, as modified by Sun from time to time, and is incorporated by reference
into this Exhibit.


 


1.4                  Final Call-Off means the BPO Release confirmation or change
message that Sun will send Supplier to indicate the [***] Product that Sun’s
carrier will pick up, pursuant to the process set forth in the Direct Customer
Fulfillment Specification.


 


1.5                  Processing Leadtime means the number of days from Sun’s BPO
Release to availability of the designated Sun part on Supplier’s dock, or
Supplier’s designated hub, packaged and ready for pickup according the terms of
this Exhibit, and shall be specified in this Exhibit, an applicable Award
Letter or other document mutually agreed to between Supplier and Sun.


 


	
  Sun Microsystems, Inc. and Dot Hill Systems
  Corporation Confidential

  	
   

  	
  (AB)

  
	
  WWOPS Direct Customer Fulfillment Exhibit, 4/18/05

  	
   

  	
   

  



 


1





















 


1.6                  Blanket Purchase Order Release Confirmation or Active Commit
means the signal that Supplier must send Sun to actively commit to a BPO
Release pursuant to the process set forth in the Direct Customer Fulfillment
Specification.


 


2.          Term.  [***].


 


3.          Order of
Precedence. 
Notwithstanding any other order of precedence in the Agreement, this Exhibit shall
have precedence over any conflicting terms in the Direct Customer Fulfillment
Specification or the Agreement, as it may be amended from time to time and
including any other Exhibit or Award Letter incorporated into such
Agreement.  In the event of a conflict
between the terms of this Exhibit and a Schedule attached to this
Exhibit, the terms of the Schedule shall govern.


 


4.          Direct
Customer Fulfillment Specification.  Supplier hereby agrees to comply at all times
with the Sun policies and procedures and on-going Suppler obligations
identified in the Direct Customer Fulfillment Specification as applicable to
Supplier.  Supplier acknowledges that
from time to time Sun may request modifications or additions to the Direct
Customer Fulfillment specification.  Upon
receipt of a requested revision from Sun, Supplier will read and familiarize
itself with revision of the Direct Customer Fulfillment specification within
[***] of receipt. In the event that Supplier has reason to believe that at any
time it will not be able to comply with the then most current version of the
Direct Customer Fulfillment specification, Supplier shall promptly notify Sun
in writing.  [***]


 


5.          Lot
Sizing.  Supplier shall
have no minimum order quantity requirements, either in units or value.  Unless otherwise agreed to in writing by Sun,
all Products will have [***].


 


6.          Processing
Leadtime.  Sun and
Supplier shall mutually agree on a Processing Leadtime for every Sun part
number supplied by Supplier.  Supplier
shall conform to all mutually agreed Processing Leadtimes in its performance
under this Exhibit.


 


7.          Packaging
and Risk of Loss.  Supplier shall package and palletize all
Products according to the Direct Customer Fulfillment Specification.  Supplier shall be liable for any loss or
damage to Products and any related shipping costs due to Supplier’s failure to
comply with Sun’s packaging and palletizing requirement, regardless of any
acceptance registered by Sun’s carrier at Supplier’s dock.


 


8.          Demand
Horizon.


 


8.1                  Sun shall
provide the Supplier with a [***] Report with format, content, and timing
according to the Direct Customer Fulfillment Specification.  The [***]. 
The [***] Report is Sun proprietary and confidential.


 


8.2                  The [***] Report
is not a commitment by Sun to purchase any particular quantity of goods.


 


8.3                  Suppliers shall
review each [***] report, and in the event that Supplier is not able to support
[***], Supplier shall so indicate at the earliest possible time to Sun
according to the procedure in the Direct Customer Fulfillment Specification.


 


9.         Blanket Purchase Order
Release (“BPO Release”) by Sun


 


9.1                  Sun will issue a
separate BPO Release for (1) Products destined for direct shipment to Sun’s
customers, and (2) Products destined for a Sun cross dock.


 


9.2                  If Sun requests
Supplier to provide Products in fewer days/hours than the Processing Leadtime
for that Product, Supplier agrees to make commercially reasonable efforts to
accommodate Sun’s request.


 


10.                   Active Commit; Blanket Purchase Order Confirmation
by Supplier.


 


10.1            Supplier must actively
commit to each BPO Release as described in the Direct Customer


 


2





















 


Fulfillment
Specification.


 


10.2            In the event that
Product is not available according to the terms of the BPO Release, Supplier
shall immediately notify Sun per the process in the Direct Customer Fulfillment
Specification for decommiting against a BPO Release.  Any decommit against a BPO Release may
trigger Sun remedies as further described in this Agreement.


 


10.3            Supplier’s
predictability metrics must meet the requirements in the Direct Customer
Fulfillment Specification. 
Sun shall review Supplier’s performance in accordance with Sun’s
scorecarding process.


 


11.                 Sun Final
Call-Off


 


11.1            In response to
Supplier’s Active Commit, Sun will send a Final Call-Off message to Supplier
indicating [***] product that Sun’s carrier will pick up.  The Sun Final Call-Off is described in the
Direct Customer Fulfillment Specification.


 


11.2            Sun may choose to
cancel or reschedule any or all [***] order within the rescheduling
parameters as set forth in the Agreement [***]


 


12.                 Supplier
Positions Products For Sun’s Carrier


 


12.1            The Supplier should
begin the process of preparing the Products for pick up no later than Supplier’s
receipt of the Final Call-Off.  All
Products shall be fully ready for pick up by Sun’s carrier prior to the Sun-specified
due date.


 


12.2            A failure by Supplier
to have Products ready for pick up shall be a breach of this Agreement, and in
addition to any other remedy available to Sun, Supplier shall pay for any
additional costs incurred by Sun as a result of Supplier’s failure to timely
position Products for pick up, including but not limited to charges for wasted
transportation and expedited freight.


 


12.3            Supplier shall
package, label, and stage each order onto unique pallets according to Sun’s
instructions, shrink-wrap each pallet, and place all packing slip documentation
in a location easily recognizable by Sun’s carrier.


 


12.4            Supplier, as well as
any Supplier Third party hub(s), agree [***] to support Sun’s hours of
operations during standard business operations and during peak periods.


 


12.5            [***]


 


13.    Title Transfer.  Title to hardware included in Products shall
transfer from Supplier to Sun [***].  All
transactions shall be [***], except as otherwise specified in the Part Number
Schedule.


 


14.                   Return Process.


 


14.1            [***], any Product
overage discovered at the time of receipt at Sun’s customer, or at time of
receipt at Sun’s cross dock, shall be returned to Supplier at Supplier’s
expense for full credit to Sun.


 


14.2            [***]


 


14.3            Supplier agrees to
return privileges [***] shipped by Supplier for that particular Product
family.  [***].


 


14.4            For initial
implementation, the [***] maximum returns [***] will [***].


 


14.5            It is agreed that any
product returned to Supplier [***] – will be rejected by Supplier[***]. Returns
will not be accepted the [***].


 


3





















 


14.6            [***]


 


14.7            It is mutually agreed
that the intent of the CFIT agreement is that no returned product will age at
Supplier greater than [***]


 


15.     Supplier Source Location and Changes.  Supplier shall have a local European and
United States source for all Products, which shall be located within Sun’s
defined maximum in-transit Processing Leadtime boundaries.  Supplier shall give Sun at least [***] prior
written notice of any location changes of its dock or hub.  Supplier will identify and provide Supplier’s
own and/or third-party hub(s) within such distance from each Sun cross-dock
location as to be able to fulfill Sun’s purchase orders within Sun-specified lead
times.  To the extent that third-party
hub(s) are used, Supplier will execute contracts directly with such third
parties and will be solely responsible for the management and performance of
such hub.  Use of third party hub(s) will
not relieve Supplier of its obligations under this Agreement to provide Product
to Sun within Sun-specified in-transit Processing Leadtimes.


 


In
Witness Whereof, the undersigned duly authorized
representatives of the Parties have executed and delivered this Exhibit as
of the last date of execution set forth below:


 


 


	
  For: Sun Microsystems, Inc

  	
   

  	
  For: Dot Hill Systems
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sign:

  	
  /s/ [***]

  	
   

  	
   

  	
  Sign:

  	
  /s/ Preston Romm

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print: [***]

  	
   

  	
  Print: Preston Romm

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: Acting Director, NAS Supplier Mgt

  	
   

  	
  Title: CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 5/12/05

  	
   

  	
  Date: 5/9/05

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For: Sun Microsystems
  International B.V.

  	
   

  	
  For: Dot Hill Systems B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sign:

  	
  /s/ [***]

  	
   

  	
   

  	
  /s/ Preston Romm

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print: [***]

  	
   

  	
  Preston Romm

  
								



 


4





















 


	
  Title: Director

  	
   

  	
  CFO

  
	
   

  	
   

  	
   

  
	
  Date: 5/19/05

  	
   

  	
  5/9/05

  



 


5





















 


First Amendment to Direct
Customer Fulfillment Exhibit


 


This First Amendment (the
“First Amendment”) to the Direct Customer Fulfillment Exhibit that was
made on the 19th day of May, 2005, as amended, is made and entered
into as of this 29th day of June, 2005 (the “First Amendment
Effective Date”) by and among Sun Microsystems, Inc., a Delaware
corporation, with an office at 901 San Antonio Road, Palo Alto, California
94303 and Sun Microsystems International B.V., a Netherlands corporation, with
an office at Computerweg 1, 3821 AA Amersfoort, the Netherlands (hereafter
collectively referred to as “Sun”) and Dot Hill Systems Corporation, a Delaware
corporation, with an office at 6305 El Camino Real, Carlsbad, California 92009
and Dot Hill Systems B.V., a Netherlands corporation, with an office at
Marssteden 94, 7547 TD Enschede, the Netherlands (hereafter collectively
referred to as “Supplier”).  For purpose
of interpretation and construction of this First Amendment, capitalized terms
included herein shall have the same meaning as such terms are defined in the
PPA.


 


Background


 


Whereas, Sun and Dot Hill
desire to amend the Direct Customer Fulfillment Exhibit to make certain
additions and modifications to the Direct Customer Fulfillment Exhibit, as
described below.


 


Now therefore, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, the Parties hereby agree to amend and do amend
the Direct Customer Fulfillment Exhibit, as follows:


 


1)  Replace in its entirety Section 2 of the
Direct Customer Fulfillment Exhibit with the following:


 


“Term.  This Exhibit shall become effective upon
the latest date of execution set forth below, and shall have the same Term as
the Agreement or applicable Award Letter for the Product, whichever is longer.”


 


In Witness Whereof, the
Parties have caused this First Amendment to the Direct Customer Fulfillment Exhibit to
be signed by their duly authorized representatives effective as of the First
Amendment Effective Date.


 


 


	
  Sun Microsystems, Inc.

  	
  Dot Hill Systems Corp.

  
	
   

  	
   

  
	
  By:

  	
  /s/ [***]

  	
   

  	
  By:

  	
  /s/ Preston Romm

  	
   

  
	
   

  	
   

  
	
  Printed Name: [***]

  	
  Printed Name: Preston
  Romm

  
	
   

  	
   

  
	
  Date: 6/22/05

  	
  Date: 6/7/05

  
	
   

  	
   

  
	
  Title: Director,
  Supplier Mgt

  	
  Title: CFO

  
	
   

  	
   

  
	
  Sun Microsystems,
  International B.V.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ [***]

  	
   

  	
   

  
	
   

  	
   

  
	
  Printed Name: [***]

  	
   

  
	
   

  	
   

  
	
  Date: 6/29/05

  	
   

  
	
   

  	
   

  
	
  Title: Director