EXHIBIT 4.1
THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO MTI TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.
Warrant No. __________ Number of Shares: __________
(subject to adjustment)
Date of Issuance: July __, 2006
MTI TECHNOLOGY CORPORATION
Common Stock Purchase Warrant
(Void after July __, 2016)
MTI Technology Corporation, a Delaware corporation (the "Company"), for
value received, hereby certifies that _______________ (the "Registered Holder"),
is entitled, subject to the terms and conditions set forth below, to purchase
from the Company, at any time or from time to time during the period beginning
July __, 2007 and ending at 5:00 p.m. (Pacific time) on July __, 2017 (the
"Exercise Period"), Three Hundred Thousand (300,000) shares of Common Stock,
$0.001 par value per share, of the Company ("Common Stock"). The purchase price
shall be $1.32 per share. The shares purchasable upon exercise of this Warrant,
and the purchase price per share, each as adjusted from time to time pursuant to
the provisions of this Warrant, are hereinafter referred to as the "Warrant
Shares" and the "Purchase Price," respectively. For purposes of this Warrant,
"Warrant Issue Date" shall mean the date on which this Warrant was first issued,
regardless of any subsequent transfer or partial exercise of this Warrant that
may occur after such date.
1. Exercise
(a) Exercise for Cash. The Registered Holder may, at its option, elect
to exercise this Warrant, in whole or in part and at any time or from time
to time during the Exercise Period, by surrendering this Warrant, with the
purchase form appended hereto as Exhibit I duly executed by or on behalf of
the Registered Holder, at the principal office of the Company, or at such
other office or agency as the Company may designate, accompanied by payment
in full, in lawful money of the United States, of the Purchase Price
payable in respect of the number of Warrant Shares purchased upon such
exercise.
(b) Cashless Exercise
(i) The Registered Holder may, at its option, elect to exercise
this Warrant, in whole or in part and at any time or from time to time
during the Exercise Period, on a cashless basis, by surrendering this
Warrant, with the purchase form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal
office of the Company, or at such other office or agency as the
Company may designate, by canceling a portion of this Warrant in
payment of the Purchase Price payable in respect of the number of
Warrant Shares purchased upon such exercise. In the event of an
exercise pursuant to this subsection 1(b), the number of Warrant
Shares issued to the Registered Holder shall be determined according
to the following formula:
Y(A-B)
X = ------
A
Where: X = the number of Warrant Shares that shall be issued to the
Registered Holder pursuant to the cashless exercise;
Y = the number of Warrant Shares for which this Warrant is
being exercised (which shall include both the number of
Warrant Shares issued to the Registered Holder and the
number of Warrant Shares subject to the portion of the
Warrant being cancelled in payment of the Purchase Price);
A = the Fair Market Value (as defined below) of one share of
Common Stock; and
B = the Purchase Price then in effect.
(ii) For purpose of this Warrant, "Fair Market Value" per share
of Common Stock shall be determined as follows:
(A) If the Common Stock is listed on a national securities
exchange, the Nasdaq Capital Market or another nationally
recognized trading system as of the Exercise Date, the Fair
Market Value per share of Common Stock shall be deemed to be the
average of the high and low reported sale prices per share of
Common Stock thereon on the five (5) trading days immediately
preceding (and not including) the Exercise Date.
(B) If as of the Exercise Date the Common Stock is not
listed on a national securities exchange, the Nasdaq Capital
Market or another nationally recognized trading system as of the
Exercise Date, the Fair Market Value per share of Common Stock
shall be deemed to be the amount most recently determined by the
Board of Directors of the Company (the "Board") to represent the
fair market value per share of the Common Stock (including a
determination for purposes of granting Common Stock options or
issuing Common Stock under any plan,
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agreement or arrangement with employees of the Company); and,
upon request of the Registered Holder, such Board (or a
representative thereof) shall, as promptly as reasonably
practicable but in any event not later than five (5) days after
such request, notify the Registered Holder of the Fair Market
Value per share of Common Stock and furnish the Registered Holder
with reasonable documentation of such Board's determination of
such Fair Market Value. Notwithstanding the foregoing, if the
Board has not made such a determination within the three-month
period prior to the Exercise Date, then (a) the Board shall make,
and shall provide or cause to be provided to the Registered
Holder notice of, a determination of the Fair Market Value per
share of the Common Stock within fifteen (15) days of a request
by the Registered Holder that it do so, and (b) the exercise of
this Warrant pursuant to this subsection 1(b) shall be delayed
until such determination is made and notice thereof is provided
to the Registered Holder.
(c) Exercise Date. Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company as provided
in subsection 1(a) or 1(b) above (the "Exercise Date"). At such time, the
person or persons in whose name or names any certificates for Warrant
Shares shall be issuable upon such exercise as provided in subsection 1(d)
below shall be deemed to have become the holder or holders of record of the
Warrant Shares represented by such certificates.
(d) Issuance of Certificates. As soon as practicable after the
exercise of this Warrant in whole or in part, and in any event within three
(3) Trading Days (as defined below) thereafter, the Company, at its
expense, shall cause to be issued in the name of, and delivered to, the
Registered Holder, or as the Registered Holder (upon payment by the
Registered Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon
such exercise plus, in lieu of any fractional share to which
the Registered Holder would otherwise be entitled, cash in
an amount determined pursuant to Section 3 below; and
(ii) in case such exercise is in part only, a new warrant or
warrants of like tenor, calling in the aggregate on the face
or faces thereof for the number of Warrant Shares equal
(without giving effect to any adjustment therein) to the
number of such shares called for on the face of this Warrant
minus the number of Warrant Shares for which this Warrant
was so exercised.
For purposes of this Warrant, "Trading Day" shall mean (a) any day on which
quotations or listings with respect to the Common Stock are provided on the
Nasdaq Capital Market or another nationally recognized quotation or trading
system or (b) if the Common Stock is not then listed or quoted on the
Nasdaq Capital Market or another nationally recognized trading system, then
a day on which trading occurs on the New York Stock Exchange (or any
successor thereto).
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2. Adjustments
(a) Adjustment for Stock Splits and Combinations. If the Company shall
at any time or from time to time after the Warrant Issue Date (i) effect a
subdivision of the outstanding shares of Common Stock (whether by stock
split, stock dividend or otherwise), or (ii) combine the outstanding shares
of Common Stock (whether by reverse stock split or otherwise), the Purchase
Price in effect immediately before that subdivision or combination shall be
proportionately adjusted. Any adjustment under this paragraph shall become
effective concurrently with the effectiveness of the applicable subdivision
or combination of the outstanding shares of Common Stock. Notwithstanding
Section 13 hereof or the foregoing, in the event (a) the Company effects a
split of the Common Stock by means of a stock dividend and the Purchase
Price of and the number of Warrant Shares are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for
such dividend) and (b) the Registered Holder exercises this Warrant between
the record date and the distribution date for such stock dividend, the
Registered Holder shall be entitled to receive, on the distribution date,
the stock dividend with respect to the shares of Common Stock acquired upon
such exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such stock
dividend.
(b) Adjustments for Dividends and Other Distributions. In the event
the Company at any time or from time to time after the Warrant Issue Date
shall make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution
payable in shares of Common Stock or other securities of the Company or in
cash or other property, then, and in each such event, the Registered Holder
shall receive upon exercise hereof, in addition to the number of shares of
Common Stock to be received upon such exercise, the kind and amount of
securities of the Company, cash or other property that they would have been
entitled to receive had this Warrant been exercised (without use of the
cashless exercise provisions) for shares of Common Stock immediately prior
to such event and had they thereafter, during the period from the date of
such event to and including the exercise date, retained such securities,
giving application to all adjustments called for during such period under
this paragraph with respect to the rights of the Registered Holder.
(c) Adjustment for Merger or Reorganization, etc. If there shall occur
any reorganization, recapitalization, reclassification, consolidation or
merger involving the Company in which the Common Stock is converted into or
exchanged for securities, cash or other property (other than a transaction
covered by Subsections 2(a) or 2(b)), then, following any such
reorganization, recapitalization, reclassification, consolidation or
merger, this Warrant shall be exercisable in accordance with its terms into
the kind and amount of securities, cash or other property that a holder of
the number of shares of Common Stock of the Company issuable upon exercise
of this Warrant immediately prior to such reorganization, recapitalization,
reclassification, consolidation or merger would have been entitled to
receive pursuant to such transaction; and, in such case, appropriate
adjustment (as determined in good faith by the Board) shall be made in the
application of the provisions in this Warrant with respect to the rights
and interests thereafter of the Registered Holder, to the end that the
provisions set forth in this Warrant (including provisions with respect to
changes in and other adjustments of the Purchase Price) shall
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thereafter be applicable, as nearly as reasonably may be, in relation to
any securities or other property thereafter deliverable upon the exercise
of this Warrant.
(d) Rounding of Calculations. All calculations under this Warrant
shall be made to the nearest whole number of shares, with five tenths (0.5)
of a share rounded up. The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered
an issue or sale of Common Stock.
(e) Certificate as to Adjustments. Upon the occurrence of each
adjustment pursuant to this Warrant, the Company at its expense will
promptly compute such adjustment in accordance with the terms hereof and
prepare a certificate describing in reasonable detail such adjustment and
the transactions giving rise thereto, including all facts upon which such
adjustment is based. The Company will promptly deliver a copy of each such
certificate to the Registered Holder and to the Company's Transfer Agent.
The Company shall, as promptly as reasonably practicable after the written
request at any time of any Registered Holder (but in any event not later
than ten (10) days thereafter), furnish or cause to be furnished to such
Registered Holder a certificate setting forth (i) the Purchase Price then
in effect, and (ii) the number of shares of Common Stock and the amount, if
any, of other securities, cash or property that then would be received upon
the exercise of this Warrant.
3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall pay the value thereof
to the Registered Holder in cash on the basis of the Fair Market Value per share
of Common Stock.
4. Compliance with Securities Laws; Investment Representations.
(a) The Registered Holder is acquiring the Warrant for investment and
not with a view to the resale or distribution of the Warrant or the Warrant
Shares, or any interest therein, without prejudice, however, to the
Registered Holder's right, subject to compliance with the Asset Purchase
Agreement dated June 6, 2006 between the Company and the Registered Holder
(the "Asset Purchase Agreement"), at all times to sell or otherwise dispose
of all or any part of such Warrant or Warrant Shares pursuant to an
effective registration statement under the Securities Act or under an
exemption from such registration and in compliance with applicable federal
and state securities laws. Nothing contained herein shall be deemed a
representation or warranty by the Registered Holder to hold any of the
Warrant or Warrant Shares for any period of time. The Registered Holder is
acquiring the Warrant hereunder in the ordinary course of business. Except
as contemplated by the Asset Purchase Agreement, the Registered Holder has
no agreement, undertaking, arrangement, obligation or commitment providing
for the disposition of such Warrant or Warrant Shares. The Registered
Holder has not been organized, reorganized or recapitalized specifically
for the purpose of investing in the Purchased Securities. At all times
since the time the Registered Holder was initially offered the Warrant,
such Purchaser has been an "accredited investor" as such term is defined in
Regulation D under the Securities Act of 1933, as amended.
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(b) The Registered Holder has substantial experience in evaluating and
investing in private placement transactions of securities in companies
similar to the Company so that it is capable of evaluating the merits and
risks of its investment in the Company and has the capacity to protect its
own interests. The Registered Holder will bear the economic risk of this
investment until the Warrant or Warrant Shares are registered pursuant to
the Securities Act, or an exemption from registration is available.
(c) Unless a registration statement under the Act is effective with
respect to the Warrant Shares to be issued upon the exercise of this
Warrant, the certificate representing such Warrant Shares shall bear the
following legend, in addition to any legend imposed by applicable state
securities laws:
THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO MTI TECHNOLOGY CORPORATION THAT SUCH REGISTRATION
IS NOT REQUIRED.
5. Transfers, etc.
(a) The Company shall maintain a register containing the name and
address of the Registered Holder of this Warrant. The Registered Holder may
change its address as shown on the warrant register by written notice to
the Company requesting such change.
(b) Subject to the provisions of this Section 5 and the Asset Purchase
Agreement, this Warrant and all rights hereunder are transferable, in whole
or in part, upon surrender of this Warrant with a properly executed
assignment (in the form of Exhibit II hereto) at the principal office of
the Company (or, if another office or agency has been designated by the
Company for such purpose, then at such other office or agency); provided,
however, that any such transfer must be in compliance with all applicable
federal and state securities laws and must include the delivery to the
Company of representations of the transferee substantially similar to those
set forth in Section 4 hereof and, if this Warrant or any rights hereunder
are sold, pledged or hypothecated in whole or in part, legal opinions with
respect thereto in a form reasonably satisfactory to the Company, if such
are requested by the Company; and provided, further, that notwithstanding
the foregoing, no such legal opinions shall be requested by the Company in
connection with any transfer by the Registered Holder to Pencom Systems,
Incorporated or by Pencom Systems, Incorporated to Edward Ateyeh, Jr., Wade
Saadi or Edgar Saadi.
6. Remedies. Nothing herein shall limit a Registered Holder's right to
pursue any other remedies available to it hereunder, at law or in equity,
including a decree of specific performance
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and/or injunctive relief with respect to the Company's failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.
7. Repurchase on Sale, Merger, or Consolidation of the Company.
(a) Acquisition. For the purpose of this Warrant, "Acquisition" means
any sale, license, or other disposition of all or substantially all of the
assets (including intellectual property) of the Company, or any
reorganization, consolidation, or merger of the Company where the holders
of the Company's securities before the transaction beneficially own less
than fifty percent (50%) of the outstanding voting securities of the
surviving entity after the transaction. This Warrant shall become fully
exercisable immediately prior to the closing of any Acquisition that occurs
within one (1) year from the date hereof notwithstanding that the Exercise
Period shall not have commenced as of such time.
(b) Assumption of Warrant. If upon the closing of any Acquisition the
successor entity assumes the obligations of this Warrant, then this Warrant
shall be exercisable for the same securities, cash, and property as would
be payable for the shares of Common Stock issuable upon exercise of the
unexercised portion of this Warrant as if such shares were outstanding on
the record date for the Acquisition and subsequent closing. The Exercise
Price shall be adjusted accordingly. With respect to any Acquisition in
which successor entity stock is issued as part or all of the consideration
to be received by the Company or its securityholders in connection with
such Acquisition, the Company shall use commercially reasonable efforts to
require such successor entity to assume the obligations of this Warrant.
(c) Nonassumption. If upon the closing of any Acquisition the
successor entity does not assume the obligations of this Warrant and the
Registered Holder has not otherwise exercised this Warrant in full, then
the unexercised portion of this Warrant shall be deemed to have been
automatically converted pursuant to Section 1(b) and thereafter the
Registered Holder shall participate in the Acquisition on the same terms as
other holders of the same class of securities of the Company.
8. Charges, Taxes and Expenses. The Company shall pay any and all issue and
other similar taxes that may be payable in respect of any issuance or delivery
of shares of Common Stock upon exercise of this Warrant. The Company shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of Warrant Shares or Warrants in
a name other than that in which this Warrant is registered.
9. Reservation of Stock. The Company shall at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this Warrant. If the
number of shares of Common Stock so reserved is insufficient, in addition to any
other remedy available to the Registered Holder, the Company shall take any
corporate action that is necessary to make available a sufficient number of
authorized but unissued and otherwise unreserved shares of Common Stock within
sixty (60) days after the occurrence of such deficiency.
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10. Obtaining Approvals and Listings. The Company will, at its own expense,
obtain and keep effective any and all permits, consents and approvals of
governmental agencies and authorities which may from time to time be required of
the Company in order to issue shares of Common Stock upon the exercise of the
Warrants and otherwise to perform its obligations hereunder, except, in each
case, for any such permits, consents and approvals (other than those relating to
blue sky laws) required as a result of the status of a Registered Holder of the
Warrants. The Company will, at its expense, obtain promptly and maintain the
approval for listing on the Nasdaq Capital Market or any successor thereto or
comparable system, upon official notice of issuance, the shares of Common Stock
issuable upon exercise of the then outstanding Warrants and maintain the listing
or quoting of such shares after their issuance so long as the Common Stock is so
listed or quoted.
11. Exchange or Replacement of Warrants
(a) Upon the surrender by the Registered Holder, properly endorsed, to
the Company at the principal office of the Company, the Company shall,
subject to the provisions of Section 5 above, issue and deliver to or upon
the order of the Registered Holder, at the Company's expense, a new Warrant
or Warrants of like tenor, in the name of the Registered Holder or as the
Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock (or other securities, cash
and/or property) then issuable upon exercise of this Warrant.
(b) Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement to
the Company, or (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will issue, in lieu thereof, a new Warrant of
like tenor.
12. Notices. All notices and other communications from the Company to the
Registered Holder in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, to the address last
furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder to the Company in connection
herewith shall be mailed by certified or registered mail, postage prepaid, or
sent via a reputable nationwide overnight courier service guaranteeing next
business day delivery, to the Company at its principal office. If the Company
should at any time change the location of its principal office to a place other
than its current principal office, it shall give prompt written notice to the
Registered Holder and thereafter all references in this Warrant to the location
of its principal office at the particular time shall be as so specified in such
notice. All such notices and communications shall be deemed delivered (a) two
(2) business days after being sent by certified or registered mail, return
receipt requested, postage prepaid, or (b) one (1) business day after being sent
via a reputable nationwide overnight courier service guaranteeing next business
day delivery.
13. No Rights as Stockholder. Subject to Section 2 and Section 7 hereof,
the Registered Holder shall not be entitled to vote or receive dividends or be
deemed the holder of Common
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Stock or any other securities of the Company that may at any time be issuable on
the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Registered Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, or change of
stock to no par value, consolidation, merger, conveyance, or otherwise) or to
receive notice of meetings, or to receive dividends or otherwise until and to
the extent the Warrant shall have been exercised as provided herein.
14. Amendment. This Warrant may be amended only by a writing signed by both
the Company and the Registered Holder (or their respective successors or
assigns).
15. Construction. The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties. The word "including" as used herein
shall not be construed so as to exclude any other thing not referred to or
described. In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
16. Governing Law; Waiver of Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Delaware. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each of the Company and the Registered Holder
hereby waives all rights to a trial by jury.
17. Facsimile Signature. This Warrant may be executed by facsimile
signature.
[signature page follows]
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EXECUTED as of the Date of Issuance indicated above.
MTI TECHNOLOGY CORPORATION
By:
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Name:
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Title:
---------------------------------
ATTEST:
By:
---------------------------------
Name:
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Title:
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EXHIBIT I
PURCHASE FORM
To: MTI Technology Corporation Dated: ____________
The undersigned is the Registered Holder of Warrant No. W-____ (the
"Warrant") issued by MTI Technology Corporation, a Delaware corporation (the
"Company"). Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in the Warrant.
a. The Warrant is currently exercisable to purchase a total of ________
Warrant Shares.
b. The Registered Holder hereby exercises its right to purchase
_________________ Warrant Shares pursuant to the Warrant. Following
this exercise, the Warrant shall be exercisable to purchase a total of
____________ shares.
c. The Registered Holder intends that payment of the Purchase Price shall
be made as (check one):
____ "Cash Exercise" under Subsection 1(a) of the Warrant
____ "Cashless Exercise" under Subsection 1(b) of the Warrant
d. If the holder has elected a Cash Exercise, the Registered Holder shall
pay the sum of $____________ to the Company in accordance with the
terms of the Warrant.
e. Pursuant to this exercise, the Company shall deliver to the Registered
Holder _______________ Warrant Shares in accordance with the terms of
the Warrant.
The undersigned hereby represents and warrants to the Company that: (i) the
Warrant Shares acquired hereby are being acquired solely for the Registered
Holder's own account and not as a nominee for any other party, and solely for
investment, and the Registered Holder will not offer, sell or otherwise dispose
of any Warrant Shares acquired hereby except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended (the "Act"), or
any applicable state securities laws; (ii) it is an "accredited investor" within
the meaning of Rule 501 promulgated under the Act; (iii) it has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Warrant Shares acquired hereby and
has the ability to bear the economic risks of its investment in the Warrant
Shares acquired hereby; and (iv) it has made such inquiry of and concerning the
Company and its business and personnel as it has deemed appropriate.
The undersigned hereby agrees to be bound by the terms and conditions of
the Investor Rights Agreement with respect to all Warrant Shares received upon
said exercise of the Warrant.
Dated: , Registered Holder:
---------- ---- ---------------------
By:
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Name:
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Title:
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(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)
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ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (No. W-____) with respect to the number of shares of Common Stock of MTI
Technology Corporation. covered thereby set forth below, unto:
Name of Assignee Address No. of Shares
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Dated: Registered Holder:
---------------- ---------------------
By:
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Name:
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Title:
---------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)
SIGNATURE GUARANTEED:
By:
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The signature should be guaranteed
by an eligible guarantor institution
(banks, stockbrokers, savings and loan
associations and credit unions with
membership in an approved signature
guarantee medallion program) pursuant to
Rule 17Ad-15 under the Securities
Exchange Act of 1934.
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