The following paragraphs are extracted from the 9/18/97 8K filed by SYQT in relation to
the series 5 convertable preferred stock. SYQT management appears to be aware of the
problems associated with issuance of warrents (possibly from issuance of previous series
3 and series 4 convertable preferred stock). Comments as to whether the stipulations
listed here will protect the company from of manipulation of warrents that have recently
been issued.
<<<<<<<<< The Jayhawk Agreements prohibit the sale by Jayhawk of the common stock
purchased for a period of 11 months from August 5, 1997. A copy of one of the Jayhawk
Agreements including the form of the warrant certificate issued, which is representative
of the other (except for the amount of shares purchased, the number of warrant shares
granted, and other differences noted in the chart above), is attached as Exhibit 10.1 to this
Form 8-K and incorporated herein by this reference.
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (the "Agreement") dated August 4,
1997, is entered into by and between SyQuest Technology, Inc., a Delaware corporation
(together with its successors, "SyQuest" or the "Company"), and Jayhawk Investments,
L.P., a Delaware limited partnership ("Jayhawk").
Unless otherwise defined herein, capitalized terms used herein and not
defined herein shall have the meanings given to them in Regulation D (as now in effect or
as hereafter amended, "Regulation D") under the Securities Act of 1933, as amended (the
"Securities Act").
Investment Purpose. Jayhawk is purchasing the Common Stock and the Warrant
for its own account for investment only and not with a view to, or for resale in connection
with, the public sale or distribution thereof except pursuant to sales registered under the
1933 Act. Jayhawk is not purchasing the Common Stock or Warrant for the
purpose of covering, and will not use any Common Stock, Warrant or Converted
Stock (collectively, "Derivative Shares") to cover, any short sale position in the
common stock. Jayhawk understands that it shall be a condition to the issuance of any
Derivative Shares that the representations and warranties in this section 4 shall be true
and complete with respect to the Warrant and such Derivative Shares.
Covenants of Jayhawk. Jayhawk hereby covenants and agrees with SyQuest as
follows:
Neither Jayhawk nor any of its affiliates nor any person acting on its or their
behalf will (i) at any time offer, transfer or sell any Common Stock, the Warrant or any
Converted Stock other than pursuant to registration under the Securities Act or pursuant
to an available exemption therefrom, or (ii) prior to July 4, 1998, offer, transfer or sell any
Common Stock, the Warrant or any Converted Stock.
Subject to Section 3A hereof, Investor understands that the Preferred Shares, the
Warrant and the Converted Stock have not been registered under the 1933 Act and may
not be re-offered or resold other than pursuant to such registration or an available
exemption therefrom.
Investment Purpose. Investor is purchasing the Preferred Shares and the Warrant
for its own account for investment only and not with a view to, or for resale in connection
with, the public sale or distribution thereof except pursuant to sales registered under the
1933 Act. Investor is not purchasing the Preferred Shares or Warrant for the purpose of
covering, and will not use any Conversion Shares, Dividend Shares or Warrant Shares
(collectively, "Derivative Shares") to cover, any short sale position in the Common Stock.
Investor understands that it shall be a condition to the issuance of any Derivative Shares
that the representations and warranties in this section 4 shall be true and complete with
respect to the Warrant and such Derivative Shares.>>>>>>>???
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