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EXHIBIT 4.8
WARRANT TO PURCHASE COMMON STOCK
GRANT DATE: Effective as of December 17, 1993 10,000 Shares
ALPHA MICROSYSTEMS
In consideration of value received, ALPHA MICROSYSTEMS, a
California corporation (the "Company"), grants to JONATHAN T. MCKEAGE or
permitted transferees or assigns (the "Holder") the right, subject to the terms
of this Warrant, to purchase at any time and from time to time during the
period commencing immediately upon the approval of the Letter Agreement between
Company and Dominick & Dominick dated December 17, 1993 by the Company's Board
of Directors, and ending on 5:00 p.m. New York City Time on November 1, 1998,
unless extended or terminated as provided herein (the "Expiration Date"), up to
10,000 shares of Common Stock (the "Shares") at $2.50 per share (the "Basic
Exercise Price). The Basic Exercise Price and the number of shares of Common
Stock that may be purchased are subject to adjustment under the terms of this
Warrant.
SECTION 1
DEFINITIONS
As used in this Warrant, unless the context otherwise
requires:
1.1 "Basic Exercise Price" means the price at which each
share of Common Stock may be purchased upon exercise of this Warrant as stated
in the first sentence of this Warrant.
1.2 "Blue Sky Application" means an application or other
document filed pursuant to a Blue Sky Law to register, qualify or obtain an
exemption for any offer or sale by or for the account of the Holder of all or
part of this Warrant or any of the Shares.
1.3 "Blue Sky Law" means the laws and regulations of any
state or other jurisdiction applicable to any sale by or for the account of the
Holder of all or part of this Warrant or any of the Shares.
1.4 "Common Stock" means the Common Stock (no par value)
of the Company existing on the Grant Date and for purposes of Sections 7.1(a)
through (e) also has the meaning set forth in Section 7.1(g).
1.5 "Exercise Date" means any date when this Warrant is
exercised, in whole or in part, in the manner indicated in Sections 2.1 and
2.2.
1.6 "Exercise Price" means the Basic Exercise Price;
provided, however, that if an adjustment is required under Section 7 of this
Warrant, then the "Exercise Price" means, after
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each such adjustment, the price at which each Share may be purchased upon
exercise of this Warrant immediately after the last such adjustment.
1.7 "Expiration Date" means the Expiration Date indicated
on the first page of this Warrant.
1.8 "Grant Date" means the date this Warrant was first
granted as stated at the beginning of this Warrant.
1.9 "Prospectus" means a preliminary prospectus or final
prospectus (including any supplement) or any offering circular or similar
offering document, included in a Registration Statement.
1.10 "Registrable Securities" means Shares of Common Stock
issued upon the exercise of the Warrant.
1.11 "Registration Statement" means a Registration or
Offering Statement, a pre-effective or post-effective amendment to a
Registration Statement or other document proposed for filing or filed by the
Company under the Securities Act which is or would be available under
applicable laws, rules and regulations to register for a public offering or
sale any shares of Common Stock. The term "Registration Statement" shall not
apply to any registration statement relating to the sale of securities to
participants in a Company stock or option plan or a registration on any form
which does not include substantially the same information as would be required
to be included in a registration statement covering the sale of Registrable
Securities (as defined in Section 1.10 above).
1.11 "Securities Act" means the Securities Act of 1933, as
amended from time to time, and all rules and regulations promulgated
thereunder, or any act, rules or regulations which replace the Securities Act
or any such rules and regulations.
1.12 "Warrant" means this Warrant.
SECTION 2
DURATION AND EXERCISE OF WARRANT
2.1 Exercise Period. The Warrants may be exercised at
any time after the Grant Date and on or before the Expiration Date. After the
Expiration Date this Warrant shall become void, and all rights to purchase
Shares hereunder shall thereupon cease.
2.2 Method of Exercise. This Warrant may be exercised by
the Holder, in whole or in part, by (i) surrendering this Warrant to the
Company, and (ii) tendering to the Company payment of the Exercise Price for
the Shares for which exercise is made. Upon proper exercise, the Holder shall
be deemed to be the holder of record of the Shares for which exercise is made,
even though the transfer or register books of the Company may then be closed or
certificates representing such Shares may not then be actually delivered to the
Holder.
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2.3 Certificates. Within a reasonable time but no more
than twenty (20) days after exercise, certificates for the shares of Common
Stock comprising such Shares shall be delivered to the Holder and, unless this
Warrant has expired, a Related Warrant representing the number of Shares, if
any, with respect to which this Warrant shall not have been exercised shall be
issued to the Holder.
2.4 Taxes. The Company covenants and agrees that it will
pay when due and payable any and all taxes which may be payable in connection
with the issuance of this Warrant, or the issuance of any Shares upon the
exercise of this Warrant. The Company shall not, however, be required to pay
any tax which may be payable in respect of any subsequent transfer of this
Warrant or of the Shares.
SECTION 3
VALIDITY AND RESERVATIONS OF SHARES
The Company covenants that this Warrant and all Shares of
Common Stock issued upon exercise of this Warrant will be validly issued, fully
paid, nonassessable and free of pre-emptive rights.
SECTION 4
FRACTIONAL SHARES
No fractional Shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a Share otherwise issuable upon any
such exercise, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the Exercise Price.
SECTION 5
LIMITED RIGHTS OF THE WARRANT HOLDER
The Holder shall not, solely by virtue of being the Holder of
this Warrant, have any of the rights of a holder of Common Stock of the
Company, either at law or equity, until such Warrant shall have been exercised
and the Holder shall be deemed to be the holder of record of Shares as provided
in this Warrant.
SECTION 6
EXCHANGE, TRANSFER OR LOSS OF WARRANT
6.1 Exchange. This Warrant is exchangeable, without
expense to the Holder and upon surrender hereof to the Company, for Warrants of
different denominations entitling the Holder to purchase Shares equal in total
number and identical in type to the Shares covered by this Warrant.
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6.2 Transfer. Subject to the provisions of Section 10,
upon surrender of this Warrant to the Company with assignment duly executed and
the tender of funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant to the assignee named in such
Assignment Form, and this Warrant shall be cancelled concurrent with such
issuance.
6.3 Loss, Theft, Destruction or Mutilation. Upon receipt
by the Company of satisfactory evidence of the loss, theft, destruction or
mutilation of this Warrant and either (in the case of loss, theft or
destruction) reasonable indemnification or (in the case of mutilation) the
surrender of this Warrant for cancellation, the Company will execute and
deliver to the Holder, without charge, a new Warrant of like denomination. Any
such new Warrant executed and delivered shall constitute an additional
obligation of the Company, whether or not this Warrant, reportedly lost,
stolen, destroyed or mutilated, shall be at any time enforceable by anyone.
SECTION 7
ANTI-DILUTION ADJUSTMENT OF NUMBER OF SHARES AND EXERCISE PRICE
7.1 Adjustment of Exercise Price. If any of the
following events shall occur at any time or from time to time prior to the
exercise in full or expiration of this Warrant, the following adjustments shall
be made in the Exercise Price, with the exception hereinafter provided:
(a) Recapitalization. In case the Company
effects a subdivision, combination, reclassification or other recapitalization
of its outstanding shares of Common Stock into a greater or lesser number of
shares of Common Stock, the Exercise Price in effect immediately after such
subdivision, combination, reclassification or other recapitalization shall be
proportionately decreased or increased, as the case may be.
(b) Dividend Other Than in Cash. If the Company
shall declare a dividend on its Common Stock payable in stock or other
securities of the Company or of any other corporation, or in property or
otherwise than in cash, or the functional equivalent thereof, to the holders of
its Common Stock, the Holder shall, without additional cost, be entitled to
receive upon the exercise of this Warrant, in addition to the Shares to which
such Holder is otherwise entitled upon such exercise, the number of shares of
stock or other securities or property which such Holder would have been
entitled to receive if such Holder had been a holder, on the record date for
such dividend, of the number of shares of Common Stock so purchased under this
Warrant.
(c) Merger or Consolidation - No Change in
Control. In case of any merger, consolidation or reorganization of the Company
with or into one or more corporations which results in holders of the Company's
Common Stock immediately prior to such event owning a majority of the voting
securities of the surviving corporation immediately following such event, and
as a result of which holders of the Company's Common Stock receive other stock,
securities or property in lieu of or in addition to, but on account of, their
Common Stock, the Holder, upon the exercise of this Warrant after the record
date for determination of shareholders
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entitled thereto, shall receive, in lieu of or in addition to the Shares, the
proportionate shares of all stock, or other securities (appropriately adjusted
for any subsequent events of the issuer of such stock or securities which are
of the kind which would cause adjustment of the Exercise Price hereunder) or
other property issued, paid or delivered for or on all of the Common Stock of
the Company as would have been allowable to the Shares so purchased under this
Warrant had this Warrant been exercised immediately prior to said record date.
(d) Merger of Consolidation - Change in Control.
In case of any merger, consolidation or reorganization of the Company with or
into one or more other corporations, which results in the holders of the
Company's Common Stock immediately prior to such event owning less than a
majority interest of the voting securities of the surviving corporation
immediately following such event, or in the case of any sale, lease, transfer
or conveyance to another corporation of all or substantially all the assets of
the Company or proposed liquidation of the Company, then in either such event
the Holder shall be given notice of such proposed action at approximately the
same time and in substantially the same manner as the holders of the Company's
Common Stock. The Holder may attend the meeting of the Company's shareholders
at which such action is considered and voted upon. If the proposed action is
approved according to applicable law by the shareholders of all corporations or
other entities which are parties to the proposed action, the Holder shall be so
notified in writing by the Company by registered or certified mail, and
thereupon, notwithstanding the period of exercisability stated on the face of
this Warrant, this Warrant shall automatically become immediately exercisable
and become forever null and void to the extent not exercised on or before 5:00
P.M., California time, on the tenth (10th) business day following the delivery
of such notice.
(e) Minimum Adjustment Not Required. Anything in
this Section 7.1 to the contrary notwithstanding, the Company shall not be
required, except as hereinafter provided, to make any adjustment of the
Exercise Price in any case in which the amount by which such Exercise Price
would be increased or reduced, in accordance with the foregoing provisions,
would be less than $.05, but in such a case, such adjustment shall be carried
forward and when such adjustment, together with any and all such other
adjustments so carried forward, shall amount to not less than $.10 the Exercise
Price shall be adjusted; provided, however, that adjustments of less than $.05
in the Exercise Price shall be required and made in accordance with the
provisions of this Section 7.1 (other than this subparagraph) not later than
such time as may be required in order to preserve the tax-free nature of any
distribution (within the meaning of Section 305 of the United States Internal
Revenue Code of 1986, as amended) to the Holder or the holders of Common Stock.
In the event of any subdivisions, combination, reclassification or other
recapitalization of shares of Common Stock, said amount (as theretofore
decreased or increased) shall be proportionately decreased or increased.
(f) Other Adjustments. The Company, by action of
its Board of Directors, shall make such other equitable adjustments to the
Exercise Price as may be necessary to protect the Holder against dilution of
this Warrant, with or without a request of a Holder, where such an adjustment
is appropriate in light of the occurrence of an event or the existence of
circumstances similar to those otherwise contemplated by this Section 7.1.
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(g) Term "Common Stock." Whenever reference is
made in Sections 7.1(a) through (e) above to Common Stock, the term "Common
Stock" shall include any stock of any class of the Company, other than
preferred stock with a fixed limit on dividends, with no rights of conversion
into "Common Stock" and with a fixed amount payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company.
7.2 Number of Shares Adjusted. After any adjustment of
the Exercise Price pursuant to Section 7.1, the number of Shares issuable at
the new Exercise Price shall be adjusted to the number obtained by (i)
multiplying the number of Shares issuable upon exercise of this Warrant
immediately before such adjustment by the Exercise Price in effect immediately
before such adjustment and (ii) dividing the product so obtained by the new
Exercise Price.
7.3 Notice of Adjustment. Whenever events occur
requiring the Exercise Price to be adjusted, the Company shall promptly file
with its Secretary or an Assistant Secretary at its principal office and with
its stock transfer agent, if any, a certificate of its chief financial officer
showing the adjusted Exercise Price, setting forth in reasonable detail the
facts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustments.
Such chief financial officers certificate shall be made available at all
reasonable times for inspection by the Holder. Promptly after each such
adjustment, the Company shall mail a copy of such certificate by certified mail
to the Holder together with information relating to the adjustment under
Section 7.2. The Company shall endorse on any Warrant executed and delivered
by the Company a description of each adjustment, if any, under this Section as
the result of events occurring before the execution and delivery of the
Warrant, and the Warrant so issued shall reflect the number of Shares issuable
on exercise, as adjusted to reflect such charges.
If, within forty-five (45) days of the mailing of such
certificate, Holders holding in the aggregate not less than 25% of the Warrants
notify the Company in writing of their disagreements with the adjusted Exercise
Price contained in the Company certificate, then the Company will promptly
obtain a certificate of a firm of independent certified public accountants of
recognized standing selected by the Company's Board of Directors (who shall not
be the regular auditors of the Company) certifying the same items required by
the Company certificate or making such adjustments as are appropriate. The
Company will promptly mail a copy of the firm of independent public
accountants' certificate to the Holder of the this Warrant. Under the
circumstances described in this paragraph, the Holders of the Warrants giving
notice shall be obligated to reimburse the Company for half of the charges
imposed by the independent certified accountants if their certificate confirms
the Company's prior calculations.
SECTION 8
NOTICE TO HOLDER
So long as this Warrant is outstanding, whenever the Company
shall expect to (i) pay any dividend or distribution upon Common Stock, (ii)
offer to the holders of Common Stock any right to subscribe for or to purchase
any other securities of the Company, (iii) effect any recapitalization, merger,
consolidation, reorganization, transfer, sale, lease or conveyance as
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referred to in Section 7, or (iv) be involved in any voluntary or involuntary
dissolution, liquidation or winding up of the Company, at least twenty-one (21)
days before the proposed action or any applicable record date, the Company, by
certified mail, shall give the Holder written notice describing the proposed
action and stating the date on which (x) a record date is to be fixed for the
purposes of such dividend, distribution or rights or (y) such recapitalization,
merger, consolidation, reorganization, transfer, sale, lease, conveyance,
dissolution, liquidation or winding up is to take place and when, if any date
is to be fixed, the record holders of Common Stock shall be entitled to
exchange the shares of Common Stock for securities or other property
deliverable upon such recapitalization, merger, consolidation, reorganization,
transfer, sale, lease, conveyance, dissolution, liquidation or winding up.
SECTION 9
REGISTRATION OF THE SHARES
9.1 Registration Rights.
(a) Piggy-back Registration. The Company shall
advise each Holder of Registrable Securities by written notice at least five
days prior to the filing of any Registration Statement pertaining to securities
to be offered to the public solely for cash, and will, upon the request of any
such Holders, and without any charge to them, include in any such Registration
Statement such information as may be required to permit a public offering of
their Registrable Securities. If any such Registration Statement or
notification is being filed by the Company in connection with an underwritten
public offering of securities of the Company, the Company shall have the right
to require such Holders (provided that Rule 415 applies to the sale of the
Registrable Securities) to postpone the offering of their securities for a
period of ninety (90) days following the effective date of such Registration
Statement or notification. If any such Registration Statement or notification
is being filed by the Company solely for the benefit of selling security
holders, the Company will permit such Holders of the Registrable Securities to
include for sale with such shareholders in such Registration Statement or
notification at least a pro rata portion (based upon the ratio of the number of
shares of Common Stock which such selling security holders desire to sell to
the number of Registrable Securities which such Holders of the Registrable
Securities desire to sell) of the total Registrable Securities being
registered, and the offering of the balance of the Registrable Securities owned
by holders of the Registrable Securities may then be postponed by the Company
for a period of ninety (90) days following effectiveness of the Registration
Statement or notification.
(b) General Provisions. The following provisions
shall also be applicable to any such Registration:
(i) The Holders whose Registrable
Securities are to be included therein (the "Sellers") shall furnish the Company
with such appropriate information (relating to the intentions of such Holders)
in connection therewith as the Company shall reasonably request in writing.
Following the effective date of such Registration Statement or notification,
the Company shall, upon the request of the Seller, forthwith supply such number
of Prospectuses or offering circulars meeting the requirements of the
Securities Act as shall be reasonably requested
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by such Seller to permit such Seller to make a public offering of all such
securities of such Seller included therein. The Company shall file such Blue
Sky Applications and use its best efforts to qualify such securities included
therein for sale in such states as the Sellers shall reasonably designate.
(ii) The Company shall bear the cost and
expense directly relating to any registration securities pursuant to this
Section 9.1, provided, however, that the Company shall not be required to pay
for any expenses of any registration proceeding begun pursuant to this Section
9.1 if the Registration request is subsequently withdrawn at the request of the
Holders of a majority of the Registrable Securities to be registered (in which
case all Holders requesting such Registration shall bear such expenses). The
Company shall not be required to pay any selling commissions, but shall pay all
applicable listing fees.
(iii) The Company shall indemnify and hold
harmless each Seller who may purchase from or sell for any Seller any
Registrable Securities from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any Prospectus
included therein, required to be filed or furnished by reason of this Section
9.1, or caused by any omission or alleged omissions to state therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or alleged
untrue statement or omission or alleged omission which was based upon
information furnished or required to be furnished in writing to the Company by
and about such Seller expressly for use therein, which indemnification shall
include each person, if any, who controls any such Seller within the meaning of
the Securities Act; provided, however, that the Company shall not be obliged so
to indemnify any such Seller or controlling persons unless such Seller shall at
the same time indemnify the Company, its directors, each officer signing a
Registration Statement or notification and each person, if any who controls the
Company within the meaning of the Securities Act from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or notification or any Prospectus or offering circular required to be
filed or furnished by reason of this Section 9.1, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein, in light of the circumstances under
which they were made, not misleading, insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement
or omission or alleged omission which was based upon information furnished in
writing to the Company by and about such Seller expressly for use therein.
(iv) The Company will, or will use its
best efforts to (i) prepare and file with the Commission a Registration
Statement or notification with respect to the Registrable Securities to be
registered or qualified and cause such Registration Statement or notification
to become and remain effective; provided, that the Company will not be required
to keep the Registration Statement or notification effective, or to prepare and
file any amendments or supplements, later than nine months after the date on
which the Registration Statement or notification becomes effective under the
Securities Act.
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(v) The Company shall, in case of a
registration or notification, furnish to the Holders of the Registrable
Securities for whom such Registrable Securities are registered or are to be
registered or are filed for notification, at the time such Registration
Statement becomes effective, an opinion of counsel, dated such date, for the
Company reasonably acceptable to the Holders to the effect that a Registration
Statement or notification covering the Registrable Securities has been filed
with the commission under the Securities Act and has become effective, that a
prospectus or offering circular complying in form with the requirements of the
Securities Act is available for delivery, that to the best of such counsel's
knowledge, no stop order has been issued by the Commission suspending the
effectiveness of the Registration Statement or suspending the availability of
the offering exemption and that, to the best of the counsel's knowledge, no
proceedings for the issuance of a stop order are threatened or contemplated,
and that the Registrable Securities have been registered or qualified under the
securities or Blue Sky Laws of each state in which the Company is required,
pursuant to subsection (b)(i) of this Section 9.1 to register or qualify the
Registrable Securities.
(vi) It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 9.1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the Registration of
such Holder's Registrable Securities.
9.2 Exchange Listing. In connection with the issuance of
any Shares upon the exercise of this Warrant, the Company shall secure the
listing of the underlying shares of Common Stock upon any securities exchange
upon which shares of the Company's Common Stock are listed.
9.3 No Obligations to Sell. Neither the giving of any
notice nor the making of any request hereunder shall impose any obligation on
the selling Holder to sell any Registrable Securities.
9.4 Registration Rights Survive Exercise. The Company's
obligations under this Section 9 shall continue in effect, regardless of the
exercise or surrender of this Warrant. The Company's obligations under this
Section 9 shall expire, however, with respect to a Warrant or Shares which have
been sold by a broker or dealer or in a public offering registered under the
Securities Act or a public offering exempt from such registration.
SECTION 10
SECURITIES LAW COMPLIANCE
Except pursuant to the requirements of Rule 144 of the
Securities Act, this Warrant and the Shares may not be sold, transferred,
assigned or otherwise disposed of except as follows:
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(a) to a person who, in the opinion of counsel
reasonably satisfactory to the Company, is a person to whom this Warrants or
the Shares may legally be transferred without registration and without the
delivery of a current prospectus or offering circular with respect thereto; or
(b) to any person upon delivery of a prospectus
or offering circular then meeting the requirements of the Securities Act
relating to such securities (as to which a Registration Statement or
notification under the Securities Act shall then be in effect) and the offering
thereof for such sale or disposition.
SECTION 11
REDEMPTION
The Company may call the Warrants for redemption, in whole or
in part, upon at least thirty (30) days' prior written notice at any time
during the exercise period at a price of $.05 per Warrant, provided that the
closing bid price for a share of the Company's Common Stock has been an average
of at least $3.375 for twenty (20) trading days immediately preceding the date
of the written notice. In the event the Company exercises its right to redeem
the Warrants, such Warrants will be exercisable until the close of business on
the date fixed for redemption in such notice. If any Warrant called for
redemption is not exercised by such time, it will cease to be exercisable and
the Holder thereof will be entitled to the redemption price.
SECTION 12
MISCELLANEOUS
12.1 Successors and Assigns. All the covenants and
provisions of this Warrant which are by or for the benefit of the Company or
the Holder shall bind and inure to the benefit of their respective successors
and assigns hereunder.
12.2 Notice. Notice or demand pursuant to this Warrant to
be given or made by the Holder to or on the Company shall be sufficiently given
or made if sent by registered mail, postage prepaid, receipt requested,
addressed, until another address is designated in writing by the Company, as
follows:
Alpha Microsystems
2722 South Fairview Street
Santa Ana, California 92704
Any notice or demand authorized by this Warrant to be given or made by the
Company to or on the Holder shall be given to the Holder by registered mail,
postage prepaid, receipt requested, addressed at his last known address as it
shall appear on the books of the Company, until another address is designated
in writing by like mail.
12.3 Applicable Law. The validity, interpretation and
performance of this Warrant shall be governed by the laws of the State of
California.
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12.4 Headings. The Article headings herein are for
convenience only and are not part of this Warrant and shall not affect the
interpretation thereof.
Dated as of December 17, 1993 ALPHA MICROSYSTEMS
By: s/Douglas J. Tullio
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Douglas J. Tullio, President
Attest: s/John Glade
------------
Secretary
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EXERCISE FORM
(To be Executed by the Warrant Holder if He, or She
Desires to Exercise the Warrant in Whole or in Part)
To: Alpha Microsystems
The undersigned (___________________________________________________________)
Please insert name and Social Security or number E.I.N. of Holder
hereby irrevocably elects to exercise the rights of purchase represented by the
within Warrant for, and to purchase thereunder, ___________ Shares provided for
therein and tenders payment herewith to the order of Alpha Microsystems in the
amount of $________.
The undersigned requests that certificates for such Shares be issued as follows:
Name:___________________________________________________________________________
Address:________________________________________________________________________
Deliver to:_____________________________________________________________________
Address:________________________________________________________________________
and, if said number of Shares shall not be all the Shares purchasable
hereunder, that a new Warrant for the balance remaining of the Shares
purchasable under the within Warrant be registered in the name of, and
delivered to, the undersigned at the address stated below.
Address:________________________________________________________________________
Dated:________________,19_____
Signature:______________________________
Note: Signature must correspond with
the name as written upon the face of this
Warrant in every particular, without
alteration or enlargement or any
change whatsoever.
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FORM OF ASSIGNMENT
(To be Signed Only Upon Assignment)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________ the right to purchase _______ Shares evidenced by the within
Warrant, and appoints ____________________ to transfer the same on the books of
Alpha Microsystems with the full power of substitution in the premises.
Dated:________________,19_____
Signature:______________________________
Note: Signature must correspond with
the name as written upon the face of
this Warrant in every particular, without
alteration or enlargement or any change
whatsoever, and the signature must be
guaranteed in the usual manner.
Signature Guaranteed:
_______________________________
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