Exhibit 4.6
June 3, 1998
VIA FACSIMILE
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Xxxxxx Partners
Re: Exercise of Warrants/Issuance of Common Stock
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Gentlemen:
This letter confirms that SyQuest Technology, Inc. ("SyQuest") and Xxxxxx
Partners ("Warrant Holder") agree as follows:
1. Warrant Holder will exercise 1,000,000 shares of Warrant No. 81 it
received in connection with its purchase of the company's Convertible Preferred
Stock, Series 5 at $3.0469 per share to acquire 1,000,000 shares of the
Company's common stock for total proceeds of $3,046,900 (the "Proceeds").
2. Upon receipt of the proceeds, plus an additional $169.64 representing
the par value for an additional 1,696,372 shares (the "Additional Common
Shares") of the Company's common stock, the Company will issue a total of
2,696,372 shares of common stock to Warrant Holder.
3. The Additional Common Shares shall have piggy-back registration rights
so that they will be registered in a future registration statement consistent
with existing Company contractual obligations regarding registrations, provided
however that the Company agrees to register such shares no later than September
25, 1998, subject to delays caused by reasonable business considerations, but in
any event agrees to register such shares no later than shares issued to RGC
International, CC Investments, Combination, Inc. and Xxxxxxxx International from
those transactions represented in SyQuest's 8-K dated March and April of 1998.
4. The Proceeds plus the additional $169.64 will be wire-transferred to
the following account: Bank of America, 0000 Xxxxxxx Xxxx., 0xx Xxxxx, Xxxxxxx,
XX 00000, ABA #000-000-000, Account #12334-56287.
5. The Company will deliver the shares of common stock issued upon
exercise of the warrants in accordance with the terms of the warrants, and it
will direct its transfer agent to deliver
such shares electronically without a restrictive legend provided that Warrant
Holder complies with the applicable prospectus delivery requirements under the
Securities Act of 1933 and provides notice to the Company using the attached
form.
The Company acknowledges that Warrant Holder is relying on information
disclosed in the Company's public filings with the SEC and confirms that it is
aware of no material misstatements or omissions in those filings.
ACKNOWLEDGED AND ACCEPTED:
SyQuest Technology, Inc. Xxxxxx Partners
/s/ K A Simpler
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Xxxxxx X. Xxxxx Authorized representative
Vice President, General Counsel and Director, Citadel Investment Group,
Secretary LLP
