0001193125-09-189369 Sample Contracts

RETENTION AGREEMENT
Retention Agreement • September 9th, 2009 • Overland Storage Inc • Computer storage devices • California

This Retention Agreement (this “Agreement”) is entered into on June 24, 2009 between Overland Storage Inc., a California corporation having its principal offices at 4820 Overland Avenue, San Diego, California 92123 (the “Company”), and Eric Kelly (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2009 • Overland Storage Inc • Computer storage devices • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into between Overland Storage, Inc., a California corporation (“Employer” or the “Company”) and Eric Kelly (“Executive”) on June 24, 2009. This Agreement is entered into in connection with the appointment of Executive to the new position of Chief Executive Officer of the Company on January 27, 2009 (the “Effective Date”), and shall be deemed effective as of such date.

RETENTION AGREEMENT
Retention Agreement • September 9th, 2009 • Overland Storage Inc • Computer storage devices • California

This Retention Agreement (this “Agreement”) is entered into on July 13, 2009 between Overland Storage Inc., a California corporation having its principal offices at 4820 Overland Avenue, San Diego, California 92123 (the “Company”), and Jillian Mansolf (“Employee”).

AMENDMENT FIVE TO PRODUCT PURCHASE AGREEMENT NO. 1585-042103
Product Purchase Agreement • September 9th, 2009 • Overland Storage Inc • Computer storage devices

This Amendment Five to the Product Purchase Agreement No. 1585-042103 (“PPA”) dated July 30, 2003, (the “Amendment Five”) dated April 6, 2009, (the “Amendment Five Effective Date”) is between Overland Storage Inc. (“OVERLAND”), a California corporation, with offices at 4820 Overland Avenue, San Diego, California 92123, and Hewlett-Packard Company (“HP”), a Delaware corporation, with offices at 3000 Hanover Street, Palo Alto, California 94304. OVERLAND and HP may be referred to individually as a “Party” and collectively as “Parties.”

AMENDMENT TO PRODUCT PURCHASE AGREEMENT
Product Purchase Agreement • September 9th, 2009 • Overland Storage Inc • Computer storage devices

This AMENDMENT TO PRODUCT PURCHASE AGREEMENT (the “Amendment”) supplements that certain Product Purchase Agreement No. 1585-042103 which has an effective date of July 31, 2003 and which is by and between Hewlett-Packard Company (herein “HP”) and Overland Storage, Inc. (herein “Supplier”).

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • September 9th, 2009 • Overland Storage Inc • Computer storage devices • California

This AMENDED AND RESTATED SECURITY AGREEMENT dated as of November 28, 2008 (this “Security Agreement”), is made by OVERLAND STORAGE, INC., a California corporation (“Debtor”), in favor of ADAPTEC, INC., a Delaware corporation (“Creditor”), with reference to the following facts:

SECURITY AGREEMENT
Execution Copy • September 9th, 2009 • Overland Storage Inc • Computer storage devices • California
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