Exhibit 10.2
WARRANT
THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.
February 11, 2004
Warrant to Purchase up to 300,000 shares of Common Stock of Tegal
Corporation (the "Company").
In consideration for Kingsbridge Capital Limited (the "Investor")
agreeing to enter into that certain Common Stock Purchase Agreement, dated as of
the date hereof, between the Investor and the Company (the "Agreement"), the
Company hereby agrees that the Investor or any other Warrant Holder (as defined
below) is entitled, on the terms and conditions set forth below, to purchase
from the Company at any time during the Exercise Period (as defined below) up to
300,000 fully paid and nonassessable shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock") at the Exercise Price (hereinafter
defined), as the same may be adjusted from time to time pursuant to Section 6.1
hereof. The resale of the shares of Common Stock or other securities issuable
upon exercise or exchange of this Warrant is subject to the provisions of the
Registration Rights Agreement (as defined in the Agreement).
Section 1. Definitions.
"Affiliate" shall mean any Person that, directly or indirectly through
one or more intermediaries, controls or is controlled by, or is under direct or
indirect common control with any other Person. For the purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the term "controls" and "controlled" have meanings correlative to the
foregoing.
"Bid Price" shall mean the closing bid price of the Company's Common
Stock as reported by Bloomberg L.P. using the AQR function.
"Exercise Period" shall mean that period beginning six months after the
date of this Warrant and continuing until the expiration of the five-year period
thereafter.
"Exercise Price" as of the date hereof shall mean one hundred thirty
percent (130%) of the average of the Bid Prices over the five (5) Trading Days
preceding the date of this Warrant, subject to adjustment for the events
specified in Section 6.1 below.
"Per Share Warrant Value" shall mean the difference resulting from
subtracting the Exercise Price from the Bid Price on the Trading Day immediately
preceding the Exercise Date.
"Person" shall mean an individual, a corporation, a partnership, a
limited liability company, an association, a trust or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
"Principal Market" shall mean the Nasdaq National Market, the Nasdaq
SmallCap Market, the American Stock Exchange or the New York Stock Exchange,
whichever is at the time the principal trading exchange or market for the Common
Stock.
"SEC" shall mean the United States Securities and Exchange Commission.
"Trading Day" shall mean any day other than a Saturday or a Sunday on
which the Principal Market is open for trading in equity securities.
"Warrant Holder" shall mean the Investor or any assignee or transferee
of all or any portion of this Warrant.
"Warrant Shares" shall mean those shares of Common Stock received upon
exercise of this Warrant.
Section 2. Exercise.
(a) Method of Exercise. This Warrant may be exercised in whole or
in part (but not as to a fractional share of Common Stock), at any time and from
time to time during the Exercise Period, by the Warrant Holder by (i) surrender
of this Warrant, with the form of exercise attached hereto as Exhibit A
completed and duly executed by the Warrant Holder (the "Exercise Notice"), to
the Company at the address set forth in Section 13 hereof, accompanied by
payment of the Exercise Price multiplied by the number of shares of Common Stock
for which this Warrant is being exercised (the "Aggregate Exercise Price") or
(ii) telecopying an executed and completed Exercise Notice to the Company and
delivering to the Company within five (5) business days thereafter the original
Exercise Notice, this Warrant and the Aggregate Exercise Price. Each date on
which an Exercise Notice is received by the Company in accordance with clause
(i) and each date on which the Exercise Notice is telecopied to the Company in
accordance with clause (ii) above shall be deemed an "Exercise Date."
(b) Payment of Aggregate Exercise Price. Subject to paragraph (c)
below, payment of the Aggregate Exercise Price shall be made by wire transfer of
immediately available funds to an account designated by the Company. If the
amount of the payment received by the Company is less than the Aggregate
Exercise Price, the Warrant Holder will be notified of the deficiency and shall
make payment in that amount within three (3) Trading Days. In the event the
payment exceeds the Aggregate Exercise Price, the Company will refund the excess
to the Warrant Holder within five (5) Trading Days of receipt.
(c) Cashless Exercise. In the event that the Warrant Shares to be
received by the Warrant Holder upon exercise of the Warrant may not be resold
pursuant to an effective registration statement or an exemption to the
registration requirements of the Securities Act of 1933, as amended, and
applicable state laws, the Warrant Holder may, as an alternative to payment of
the Aggregate Exercise Price upon exercise in accordance with paragraph (b)
above, elect to effect a cashless exercise by so indicating on the Exercise
Notice and including a calculation of the number of shares of Common Stock to be
issued upon such exercise in accordance with the terms hereof (a "Cashless
Exercise"). In the event of a Cashless Exercise, the Warrant Holder shall
receive that number of shares of Common Stock determined by (i) multiplying the
number of Warrant Shares for which this Warrant is being exercised by the Per
Share Warrant Value and (ii) dividing the product by the Bid Price on the
Trading Day immediately preceding the Exercise Date, rounded to the nearest
whole share. The Company shall cancel the total number of Warrant Shares equal
to the excess of the number of the Warrant Shares for which this Warrant is
being exercised over the number of Warrant Shares to be received by the Warrant
Holder pursuant to such Cashless Exercise.
(d) Replacement Warrant. In the event that the Warrant is not
exercised in full, the number of Warrant Shares shall be reduced by the number
of such Warrant Shares for which this Warrant is exercised, and the Company, at
its expense, shall forthwith issue and deliver to or upon the order of the
Warrant Holder a new Warrant of like tenor in the name of the Warrant Holder,
reflecting such adjusted number of Warrant Shares.
Section 3. Ten Percent Limitation. The Warrant Holder may not exercise
this Warrant such that the number of Warrant Shares to be received pursuant to
such exercise aggregated with all other shares of Common Stock then owned by the
Warrant Holder beneficially or deemed beneficially owned by the Warrant Holder
would result in the Warrant Holder owning more than 9.9% of all of such Common
Stock as would be outstanding on such Exercise Date, as determined in accordance
with Section 13(d) of the Exchange Act of 1934 and the rules and regulations
promulgated thereunder.
Section 4. Delivery of Stock Certificates.
(a) Subject to the terms and conditions of this Warrant, as
soon as practicable after the exercise of this Warrant in full or in part, and
in any event within ten (10) Trading Days thereafter, the Company at its expense
(including, without limitation, the payment by it of any applicable issue taxes)
will cause to be issued in the name of and delivered to the Warrant Holder, or
as the Warrant Holder may lawfully direct, a certificate or certificates for the
number of validly issued, fully paid and non-assessable Warrant Shares to which
the Warrant Holder shall be entitled on such exercise, together with any other
stock or other securities or property (including cash, where applicable) to
which the Warrant Holder is entitled upon such exercise in accordance with the
provisions hereof.
(b) This Warrant may not be exercised as to fractional shares
of Common Stock. In the event that the exercise of this Warrant, in full or in
part, would result in the issuance of any fractional share of Common Stock, then
in such event the Warrant Holder shall receive the number of shares rounded to
the nearest whole share.
Section 5. Representations, Warranties and Covenants of the Company.
(a) The Warrant Shares, when issued in accordance with the
terms hereof, will be duly authorized and, when paid for or issued in accordance
with the terms hereof, shall be validly issued, fully paid and non-assessable.
(b) The Company shall take all commercially reasonable action
and proceedings as may be required and permitted by applicable law, rule and
regulation for the legal and valid issuance of this Warrant and the Warrant
Shares to the Warrant Holder.
(c) The Company has authorized and reserved for issuance to
the Warrant Holder the requisite number of shares of Common Stock to be issued
pursuant to this Warrant. The Company shall at all times reserve and keep
available, solely for issuance and delivery as Warrant Shares hereunder, such
shares of Common Stock as shall from time to time be issuable as Warrant Shares.
(d) From the date hereof through the last date on which this
Warrant is exercisable, the Company shall take all steps commercially reasonable
to ensure that the Common Stock remains listed or quoted on the Principal
Market.
Section 6.1. Adjustment of the Exercise Price. The Exercise Price and,
accordingly, the number of Warrant Shares issuable upon exercise of the Warrant,
shall be subject to adjustment from time to time upon the happening of certain
events as follows:
(a) Reclassification, Consolidation, Merger, Mandatory Share
Exchange, Sale or Transfer.
(i) Upon occurrence of any of the events specified in
subsection (a)(ii) below (the "Adjustment Events") while this Warrant is
unexpired and not exercised in full, the Warrant Holder may in its sole
discretion require the Company, or any successor or purchasing corporation, as
the case may be, without payment of any additional consideration therefor, to
execute and deliver to the Warrant Holder a new Warrant providing that the
Warrant Holder shall have the right to exercise such new Warrant (upon terms not
less favorable to the Warrant Holder than those then applicable to this Warrant)
and to receive upon such exercise, in lieu of each share of Common Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money or property receivable upon such
Adjustment Event by the holder of one share of Common Stock issuable upon
exercise of this Warrant had this Warrant been exercised immediately prior to
such Adjustment Event. Such new Warrant shall provide for adjustments that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 6.1.
(ii) The Adjustment Events shall be (1) any reclassification
or change of Common Stock (other than a change in par value or as a result of a
subdivision or combination of Common Stock), (2) any consolidation, merger or
mandatory share exchange of the Company with or into another corporation (other
than a merger or mandatory share exchange with another corporation in which the
Company is a continuing corporation and which does not result in any
reclassification or change other than a change in par value or as a result of a
subdivision or combination of Common Stock), and (3) any sale or transfer to
another corporation of all or substantially all of the assets of the Company.
(iii) If the Company shall fail to maintain the listing or
quotation of the Common Stock on a Principal Market, the Warrant Holder may in
its sole discretion at any time thereafter require any publicly traded Affiliate
of the Company, without payment by the Warrant Holder of any additional
consideration therefor, to execute and deliver to the Warrant Holder a new
Warrant providing that the Warrant Holder shall have the right to exercise such
new Warrant (in an amount and upon terms not less favorable to the Warrant
Holder than those then applicable to this Warrant) and to receive upon such
exercise, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, publicly traded shares of common stock of such
Affiliate.
The provisions of this subsection (a) shall similarly apply to
successive reclassifications, changes, consolidations, mergers, mandatory share
exchanges, sales and transfers.
(b) Subdivision or Combination of Shares. If the Company, at
any time while this Warrant is unexpired and not exercised in full, shall
subdivide its Common Stock, the Exercise Price shall be proportionately reduced
as of the effective date of such subdivision, or, if the Company shall take a
record of holders of its Common Stock for the purpose of so subdividing, as of
such record date, whichever is earlier. If the Company, at any time while this
Warrant is unexpired and not exercised in full, shall combine its Common Stock,
the Exercise Price shall be proportionately increased as of the effective date
of such combination, or, if the Company shall take a record of holders of its
Common Stock for the purpose of so combining, as of such record date, whichever
is earlier.
(c) Stock Dividends. If the Company, at any time while this
Warrant is unexpired and not exercised in full, shall pay a dividend or other
distribution in shares of Common Stock to all holders of Common Stock, then the
Exercise Price shall be adjusted, as of the date the Company shall take a record
of the holders of its Common Stock for the purpose of receiving such dividend or
other distribution (or if no such record is taken, as at the date of such
payment or other distribution), to that price determined by multiplying the
Exercise Price in effect immediately prior to such payment or other distribution
by a fraction:
1. the numerator of which shall be the total number of shares
of Common Stock outstanding immediately prior to such dividend or distribution,
and
2. the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution.
The provisions of this subsection (c) shall not apply under
any of the circumstances for which an adjustment is provided in subsections (a)
or (b).
(d) Liquidating Dividends, Etc. If the Company, at any time
while this Warrant is unexpired and not exercised in full, makes a distribution
of its assets or evidences of indebtedness to the holders of its Common Stock as
a dividend in liquidation or by way of return of capital or other than as a
dividend payable out of earnings or surplus legally available for dividends
under applicable law or any distribution to such holders made in respect of the
sale of all or substantially all of the Company's assets (other than under the
circumstances provided for in the foregoing subsections (a) through (c)), then
the Warrant Holder shall be entitled to receive upon exercise of this Warrant in
addition to the Warrant Shares receivable in connection therewith, and without
payment of any consideration other than the Exercise Price, the kind and amount
of such distribution per share of Common Stock multiplied by the number of
Warrant Shares that, on the record date for such distribution, are issuable upon
such exercise of the Warrant (with no further adjustment being made following
any event which causes a subsequent adjustment in the number of Warrant Shares
issuable), and an appropriate provision therefor shall be made a part of any
such distribution. The value of a distribution that is paid in other than cash
shall be determined in good faith by the Board of Directors of the Company.
Section 6.2 No Adjustments Under Certain Circumstances.
Notwithstanding anything contained in the foregoing to the contrary, there shall
be no adjustment to the Exercise Price based upon, related to or in connection
with any instrument or other benefit issued or conferred by the Company (a)
under any of its employee or director stock award plans, employee or director
stock compensation plans or employee or director stock purchase plans or (b)
with respect to the granting of stock or stock options to advisors or
consultants engaged by the Company, but only if such grant is in consideration
for services rendered or to be rendered and not for capital raising purposes.
Section 6.3 Notice of Adjustments. Whenever the Exercise Price
or number of Warrant Shares shall be adjusted pursuant to Section 6.1 hereof,
the Company shall promptly prepare a certificate signed by its President or
Chief Financial Officer setting forth in reasonable detail the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Company's Board of Directors made any determination hereunder), and the Exercise
Price and number of Warrant Shares purchasable at that Exercise Price after
giving effect to such adjustment, and shall promptly cause copies of such
certificate to be sent by overnight courier to the Warrant Holder. In the event
the Company shall, at a time while the Warrant is unexpired and not exercised in
full, take any action that pursuant to subsections (a) through (c) of Section
6.1 may result in an adjustment of the Exercise Price, the Company shall give to
the Warrant Holder at its last address known to the Company written notice of
such action ten (10) days in advance of its effective date in order to afford to
the Warrant Holder an opportunity to exercise the Warrant prior to such action
becoming effective.
Section 7. No Impairment. The Company will not, by amendment
of its Certificate of Incorporation or By-Laws or through any reorganization,
transfer of assets, consolidation, merger, dissolution or issue or sale of
securities, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Warrant Holder
against impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise, and (b) will take all such action as
may be reasonably necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant.
Section 8. Rights As Stockholder. Except as set forth in
Section 6.1 above, prior to exercise of this Warrant, the Warrant Holder shall
not be entitled to any rights as a stockholder of the Company with respect to
the Warrant Shares, including (without limitation) the right to vote such
shares, receive dividends or other distributions thereon or be notified of
stockholder meetings. However, in the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to each Warrant
Holder, at least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.
Section 9. Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of the Warrant and, in the case of any such loss, theft or
destruction of the Warrant, upon delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, on surrender and cancellation of such Warrant, the Company at
its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
Section 10. Choice of Law. This Warrant shall be construed under
the laws of the State of New York.
Section 11. Entire Agreement; Amendments. Except for any written
instrument concurrent or subsequent to the date hereof executed by the Company
and the Investor, this Warrant and the Agreement contain the entire
understanding of the parties with respect to the matters covered hereby and
thereby. No provision of this Warrant may be waived or amended other than by a
written instrument signed by the party against whom enforcement of any such
amendment or waiver is sought.
Section 12. Restricted Securities.
(a) Registration or Exemption Required. This Warrant has been
issued in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended, in reliance upon the provisions of Section
4(2) thereof. This Warrant and the Warrant Shares issuable upon exercise of this
Warrant may not be resold except pursuant to an effective registration statement
or an exemption to the registration requirements of the Securities Act of 1933
and applicable state laws.
(b) Legend. Any replacement Warrants issued pursuant to Section 2
and Section 9 hereof and, unless a registration statement has been declared
effective by the SEC in accordance with the Securities Act of 1933, as amended,
with respect thereto, any Warrant Shares issued upon exercise hereof, shall bear
the following legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES
LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION."
(c) No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in Section 12(b) has been or shall be placed on the
share certificates representing the Warrant Shares and no instructions or "stop
transfer orders" (so called "stock transfer restrictions") or other restrictions
have been or shall be given to the Company's transfer agent with respect thereto
other than as expressly set forth in this Section 12.
(d) Assignment. Assuming the conditions of Section 12(a) above
regarding registration or exemption have been satisfied, the Warrant Holder may
sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or
in part. The Warrant Holder shall deliver a written notice to Company,
substantially in the form of the Assignment attached hereto as Exhibit B,
indicating the person or persons to whom the Warrant shall be assigned and the
respective number of warrants to be assigned to each assignee. The Company shall
effect the assignment within ten (10) days, and shall deliver to the assignee(s)
designated by the Warrant Holder a Warrant or Warrants of like tenor and terms
for the appropriate number of shares.
(e) Investor's Compliance. Nothing in this Section 12 shall
affect in any way the Investor's obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.
Section 13. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile (with accurate confirmation generated by the transmitting facsimile
machine) at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:
If to the Company:
Tegal Corporation
2201 South McDowell Blvd.
Petaluma, California 94954
Telephone: (707) 763-5600
Facsimile: (415) 395-8095
Attention: Chief Financial Officer
with a copy (which shall not constitute notice) to:
Scott Willoughby, Esq.
Latham & Watkins LLP
505 Montgomery Street #1900
San Francisco, CA 94111
Telephone: (415) 646 8345
Facsimile: (415) 395 8095
if to the Investor:
Kingsbridge Capital Limited c/o Kingsbridge Corporate Services
Limited
Main Street
Kilcullen, County Kildare
Republic of Ireland
Telephone: 011-353-45-481-811
Facsimile: 011-353-45-482-003
Attention: Adam Gurney, Director
with a copy (which shall not constitute notice) to:
Clifford Chance US LLP
200 Park Avenue
New York, NY 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Keith M. Andruschak, Esq.
Either party hereto may from time to time change its address
or facsimile number for notices under this Section 13 by giving at least ten
(10) days prior written notice of such changed address or facsimile number to
the other party hereto.
Section 14. Miscellaneous. This Warrant and any term hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.
IN WITNESS WHEREOF, this Warrant was duly executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.
TEGAL CORPORATION
By: /s/ Thomas R. Mika
----------------------------------------
Thomas R. Mika
Executive Vice President and Chief Financial Officer
EXHIBIT A TO THE WARRANT
EXERCISE FORM
TEGAL CORPORATION
The undersigned hereby irrevocably exercises the right to purchase
__________________ shares of Common Stock of Tegal Corporation, a Delaware
corporation, evidenced by the attached Warrant, and (CIRCLE EITHER (i) or (ii))
(i) tenders herewith payment of the Aggregate Exercise Price with respect to
such shares in full, in the amount of $________, in cash, by certified or
official bank check or by wire transfer for the account of the Company or (ii)
elects, pursuant to Section 2(c) of the Warrant, to convert such Warrant into
shares of Common Stock of Tegal Corporation on a cashless exercise basis, all in
accordance with the conditions and provisions of said Warrant.
The undersigned requests that stock certificates for such Warrant
Shares be issued, and a Warrant representing any unexercised portion hereof be
issued, pursuant to this Warrant, in the name of the registered Warrant Holder
and delivered to the undersigned at the address set forth below.
Dated:______________________________________
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Signature of Registered Holder
Name of Registered Holder (Print)
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Address
EXHIBIT B TO THE WARRANT
ASSIGNMENT
(To be executed by the registered Warrant Holder desiring to transfer
the Warrant)
FOR VALUED RECEIVED, the undersigned Warrant Holder of the attached
Warrant hereby sells, assigns and transfers unto the persons below named the
right to purchase ______________ shares of Common Stock of Tegal Corporation
evidenced by the attached Warrant and does hereby irrevocably constitute and
appoint ______________________ attorney to transfer the said Warrant on the
books of the Company, with full power of substitution in the premises.
Dated:
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Signature
Fill in for new Registration of Warrant:
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Name
- -----------------------------------------
Address
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Please print name and address of assignee
(including zip code number)