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Exhibit 4.7
TRANSFER AGENT INSTRUCTIONS
ALPHA-BETA TECHNOLOGY, INC.
October 21, 1998
Boston EquiServe
Shareholder Services Division
150 Royall Street
Boston, Massachusetts 02021
Attn: Therese Collins
Ladies and Gentlemen:
Reference is made to that certain Securities Purchase Agreement to be
entered into by and among Alpha- Beta Technology, Inc., a Massachusetts
corporation (the "COMPANY"), and the buyers named therein (collectively, the
"HOLDERS") pursuant to which the Company is issuing to the Holders shares of its
Series F Convertible Preferred Stock, par value $0.01 per share (the "PREFERRED
SHARES"), which shall be convertible into shares of the Company's Common Stock,
par value $0.01 per share (the "COMMON STOCK"). This letter shall serve as our
irrevocable authorization and direction to you (provided that you are the
transfer agent of the Company at such time) to issue shares of Common Stock upon
conversion of the Preferred Shares (the "CONVERSION SHARES") to or upon the
order of a Holder from time to time upon (i) surrender to you of a properly
completed and duly executed Conversion Notice, in the form attached hereto as
Exhibit I, which has been acknowledged by the Company as indicated by the
signature of a duly authorized officer of the Company thereon, and (ii)
certificates representing Preferred Shares being converted (or an
indemnification undertaking with respect to such share certificates in the case
of their loss, theft or destruction). So long as you have previously received
(x) written confirmation from the Company that a registration statement covering
resales of the Conversion Shares has been declared effective by the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 ACT"), and (y) a copy of such registration statement, then the
certificates representing the Conversion Shares shall not bear any legend
restricting transfer of the Conversion Shares thereby and should not be subject
to any stop-transfer restriction. Provided, however, that if you have not
previously received (i) written confirmation from the Company that a
registration statement covering resales of the Conversion Shares has been
declared effective by the SEC under the 1933 Act, and (ii) a copy of such
registration statement, then the certificates for the Conversion Shares shall
bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A FORM
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REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT."
and, provided further, that the Company may from time to time notify you to
place stop-transfer restrictions on the certificates for the Conversion Shares
in the event a registration statement covering the Conversion Shares is subject
to amendment for events then current.
A form of written confirmation from the Company that a registration
statement covering resales of the Conversion Shares has been declared effective
by the SEC under the 1933 Act is attached hereto as Exhibit II.
Please be advised that the Holders are relying upon this letter as an
inducement to enter into the Securities Purchase Agreement and, accordingly,
each Holder is a third party beneficiary to these instructions.
Please execute this letter in the space indicated to acknowledge your
agreement to act in accordance with these instructions. Should you have any
questions concerning this matter, please contact me at (508) 798-6900.
Very truly yours,
ALPHA-BETA TECHNOLOGY, INC.
By: /s/ Joseph M. Grimm
Name: Joseph M. Grimm
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
BOSTON EQUISERVE
By: /s/ Katherine Anderson
Name: Katherine Anderson
Title: Director, Client Services
Date: October 21, 1998
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EXHIBIT I
FORM OF CONVERSION NOTICE
Attached hereto.
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ALPHA-BETA TECHNOLOGY, INC.
CONVERSION NOTICE
Reference is made to the Certificate of Designations, Preferences and
Rights, of the Series F Convertible Preferred Stock of Alpha-Beta Technology,
Inc. (the "CERTIFICATE OF DESIGNATIONS"). In accordance with and pursuant to the
Certificate of Designations, the undersigned hereby elects to convert the number
of shares of Series F Convertible Preferred Stock, par value $0.01 per share
(the "PREFERRED SHARES"), of Alpha-Beta Technology, Inc., a Massachusetts
corporation (the "COMPANY"), indicated below into shares of Common Stock, par
value $0.01 per share (the "COMMON STOCK"), of the Company, by tendering the
stock certificate(s) representing the Preferred Shares specified below as of the
date specified below.
Date of Conversion: __________________________________________________
Number of Preferred Shares to be converted: __________________________
Stock certificate no(s). of Preferred Shares to be converted: ________
Please confirm the following information:
Conversion Price: ____________________________________________________
Number of shares of Common Stock
to be issued: ________________________________________________________
Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:
Issue to: ___________________________________
===================================
Facsimile Number: ___________________________________
Authorization: ___________________________________
By: _______________________________
Title: ____________________________
Dated: ___________________________________
Account Number:
(if electronic book entry transfer): _______________________________
Transaction Code Number
(if electronic book entry transfer): _______________________________
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EXHIBIT II
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
Boston EquiServe
Shareholder Services Division
150 Royall Street
Boston, Massachusetts 02021
Attn: Therese Collins
Re: ALPHA-BETA TECHNOLOGY, INC.
Ladies and Gentlemen:
We are Alpha-Beta Technology, Inc., a Massachusetts corporation (the
"COMPANY"), and have represented the Company in connection with that certain
Securities Purchase Agreement (the "PURCHASE AGREEMENT") entered into by and
among the Company and the buyers named therein (collectively, the "HOLDERS")
pursuant to which the Company issued to the Holders shares of its Series F
Convertible Preferred Stock, par value $0.01 per share (the "PREFERRED SHARES"),
which shall be convertible into shares of the Company's common stock, par value
$0.01 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Holders
(the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed,
among other things, to register the Registrable Securities (as defined in the
Registration Rights Agreement), including the shares of Common Stock issuable
upon conversion of the Preferred Shares, under the Securities Act of 1933, as
amended (the "1933 ACT"). In connection with the Company's obligations under the
Registration Rights Agreement, on ____________ ___, 1998, the Company filed a
Registration Statement on Form S-3 (File No. 333-_____________) (the
"REGISTRATION STATEMENT") with the Securities and Exchange Commission (the
"SEC") relating to the Registrable Securities which names each of the Holders as
a selling stockholder thereunder.
In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge that
any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC.
Very truly yours,
ALPHA-BETA TECHNOLOGY, INC.
By: ________________________
cc: [LIST NAMES OF HOLDERS]
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