X0203 3 2010-02-19 0 0000889930 OVERLAND STORAGE INC OVRL 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK NY 10022 0 0 1 0 Warrants 2.583 2010-02-19 2015-02-18 Common Stock 4544691 I By Limited Partnerships Convertible Preferred 2.6362 Common Stock 3224339 I By Limited Partnerships This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, LP (Tech) & Special Situations Technology II, Fund, L.P. (Tech II), respectively. 1,871,348 warrants are held by QP, 1,336,667 Warrants are held by PE, 187,134 Warrants are held by Tech & 1,149,542 Warrants are held by Tech II. The interest of Marxe and Greenhouse in the shares of Warrants owned by QP, PE, Tech, and Tech II is limited to the extent of his pecuniary interest. Pursuant to the Certificate of Determination of Rights, Privileges and Restrictions of Series A Convertible Preferred Stock and Warrants dated February 18, 2010, the holder of such Preferred Shares and Warrants shall not have the right to convert any portion of the Preferred Stock or exercise any portion of the Warrant, to the extent that after giving effect to such conversion the holder would beneficially own in excess of 19.999% of the number of shares of Common Stock outstanding. Preferred Shares are convertible at any time after the earlier of (i) the Record Date and (ii) the date thirty (30) days after the filing of this Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock with the Secretary of State of the State of California. This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, LP (Tech) & Special Situations Technology II, Fund, L.P. (Tech II), respectively. 233,333 Preferred shares are convertible into 1,327,669 Common Stock are held by QP, 166,666 Preferred shares are convertible into 948,335 Common Stock are held by PE, 23,333 Preferred shares are convertible into 132,767 Common Stock held by Tech & 143,333 Preferred Stock are convertible into 815,568 Common Stock held by Tech II. The interest of Marxe and Greenhouse in the shares of Preferred Stock owned by QP, PE, Tech, and Tech II is limited to the extent of his pecuniary interest. No expiration date. Austin W. Marxe 2010-03-01 David M. Greenhouse 2010-03-01