EXHIBIT 10.1
[SyQuest Technology, Inc. letterhead]
May 13, 1998
Via Facsimile:
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Xx. Xxxx Xxxxxxxx
Castle Creek Partners
000 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Re: Exercise of Warrants/ Issuance of Common Stock
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Dear Xxxx:
This letter confirms that SyQuest Technology, Inc. ("SyQuest") and CC
Investments, LDC ("CCI") agree as follows:
1. CCI will exercise part of its warrant it received in connection with its
purchase of the Company's Convertible Preferred Stock, Series 5 at $3.0469
per share to acquire 1,500,000 shares of the Company's common stock, for
total proceeds of $4,570,350 (the "Proceeds")
2. Upon receipt of the Proceeds, plus an additional $78.52 representing the
par value for an additional 785,175 shares (the "Additional Common Shares")
of the Company's common stock, the Company will issue a total of 2,285,175
shares of common stock to CCI.
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 registration
statement consistent with existing Company contractual obligations
regarding registrations, provided however that the Company agrees to
register such shares no later than 180 days from the date of this letter,
subject to delays caused by reasonable business considerations.
Xx. Xxxx Xxxxxxxx
May 12, 1998
Page 5
4. The Proceeds plus the additional $78.52 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 the Company
confirms that it will direct its transfer agent to deliver such shares
electronically without a restrictive legend provided that CCI 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 CCI is relying on information disclosed in
the Company's public filings with SEC and confirms that it is aware of no
material misstatements or omissions in those filings.
ACKNOWLEDGED AND ACCEPTED:
SyQuest Technology, Inc. CC Investments, LDC
By Castle Creek Partners
Its Investment Manager
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx /s/ Xxxx Xxxxxxxx
Vice President, General Counsel and --------------------------------------
Secretary Authorized representative
Xxxx Xxxxxxxx
Its Managing Partner
