<PAGE>
EXHIBIT 10.49
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT") OR ANY STATE SECURITIES
LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER
EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS
COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT
AND APPLICABLE STATE SECURITIES LAWS.
ATG INC.
Common Stock Purchase Warrant
to
Purchase _______ Shares
of
Common Stock
This Common Stock Purchase Warrant is issued to:
[Insert Name]
c/o Taglich Brothers, Inc.
1370 Avenue of the Americas
New York, NY 10019
by ATG Inc., a California corporation (hereinafter called the "Company," which
term shall include its successors and assigns).
FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company _______ fully paid and nonassessable shares of
Common Stock, no par value (the "Common Stock"), at the Exercise Price (as
defined below) per share.
This Warrant shall expire at the close of business on June 30, 2005.
1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 47375 Fremont Boulevard, Fremont, California 94538 (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), and
upon payment to the Company, by cash or by certified check or bank draft, of the
Exercise Price for such shares. The Company agrees that the shares of Common
Stock so purchased shall be deemed to be issued to the
<PAGE>
Holder as the record owner of such shares of Common Stock as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such shares of Common Stock as aforesaid. Certificates for the
shares of Common Stock so purchased (together with a cash adjustment in lieu of
any fraction of a share) shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) business days, after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has expired, a
new Warrant representing the number of shares of Common Stock, if any, with
respect to which this Warrant shall not then have been exercised, in all other
respects identical with this Warrant, shall also be issued and delivered to the
Holder within such time, or, at the request of the Holder, appropriate notation
may be made on this Warrant and the same returned to the Holder.
(b) This Warrant may be exercised to acquire, from and after the
date hereof, the number of shares of Common Stock set forth on the first page
hereof; provided, however, the right hereunder to purchase such shares of Common
Stock shall expire at the close of business on June 30, 2005.
2. This Warrant is being issued by the Company to Taglich Brothers,
Inc. ("Taglich Brothers"), or its designee, pursuant to a Common Stock Placement
Agreement between the Company and Taglich Brothers, dated as of June 30, 2000
(the "Placement Agreement"), whereby the Company agreed to issue a five (5) year
warrant, exercisable at the Exercise Price per share to Taglich Brothers or its
designee, to purchase that number of shares of Common Stock equal to seven
percent (7%) percent of the total number of shares of Common Stock sold by
Taglich Brothers in a Private Placement pursuant to the Company's Confidential
Private Placement Memorandum dated June 26, 2000, as amended (the "Memorandum").
3. The Company covenants and agrees that all Common Stock upon
issuance against payment in full of the Exercise Price by the Holder pursuant to
this Warrant will be validly issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue thereof. The Company
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved for the purpose of issue or transfer upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will procure at its sole expense upon each such reservation of shares the
listing thereof (subject to issuance or notice of issuance) on all stock
exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of
-2-
<PAGE>
shares of Common Stock then authorized by the Company's Amended and Restated
Articles of Incorporation, as then amended.
4. The initial exercise price is $2.75 per share of Common Stock
(the "Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:
(i) In the case of any amendment to the Amended and
Restated Articles of Incorporation of the Company to change the
rights, privileges, restrictions or conditions in respect to the
Common Stock or division of the Common Stock, this Warrant shall
be adjusted so as to provide that upon exercise thereof, the
Holder shall receive, in lieu of each Common Stock theretofore
issuable upon such exercise, the kind and amount of shares,
other securities, money and property receivable upon such,
change or division by the Holder issuable upon such exercise had
the exercise occurred immediately prior to such designation,
change or division. This Warrant shall be deemed thereafter to
provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this
Section 4. The provisions of this Subsection 4(i) shall apply in
the same manner to successive reclassifications, changes,
consolidations and mergers.
(ii) If the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of
shares of Common Stock, or declare a dividend or make any other
distribution upon the Common Stock payable in shares of Common
Stock, the Exercise Price in effect immediately prior to such
subdivision or dividend or other distribution shall be
proportionately reduced, and conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately
increased.
(iii) If any capital reorganization or
reclassification of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation
or entity, or the sale of all or substantially all of the
Company's assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock
shall be entitled to receive stocks, securities, other evidence
of equity
-3-
<PAGE>
ownership or assets with respect to or in exchange for shares of
Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale (except as
otherwise provided below in this Section 4), lawful and adequate
provisions shall be made whereby the Holder shall thereafter
have the right to receive upon the basis and upon the terms and
conditions specified herein, such shares of stock, securities,
other evidence of equity ownership or assets as may be issued or
payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of
shares of Common Stock immediately theretofore purchasable and
receivable upon the exercise of this Warrant under this Section
4 had such reorganization, reclassification, consolidation,
merger or sale not taken place, and in any such case appropriate
provisions shall be made with respect to the rights and
interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of
the Exercise Price and of the number of shares of Common Stock
receivable upon the exercise of this Warrant) shall thereafter
be applicable, as nearly as may be, in relation to any shares of
stock, securities, other evidence of equity ownership or assets
thereafter deliverable upon the exercise hereof (including an
immediate adjustment, by reason of such consolidation or merger,
of the Exercise Price to the value for the Common Stock
reflected by the terms of such consolidation or merger if the
value so reflected is less than the Exercise Price in effect
immediately prior to such consolidation or merger). Subject to
the terms of this Warrant, in the event of a merger or
consolidation of the Company with or into another corporation or
other entity as a result of which the number of shares of common
stock of the surviving corporation or other entity issuable to
holders of Common Stock of the Company, is greater or lesser
than the number of shares of Common Stock of the Company
outstanding immediately prior to such merger or consolidation,
then the Exercise Price in effect immediately prior to such
merger or consolidation shall be adjusted in the same manner as
though there were a subdivision or combination of the
outstanding shares of Common Stock of the Company. The Company
shall not effect any such consolidation, merger or sale, unless,
prior to the consummation thereof, the successor corporation (if
other than the Company) resulting from such consolidation or
merger or the corporation purchasing such assets shall assume by
written instrument executed and mailed or delivered to the
Holder, the obligation to deliver to the Holder such shares of
stock, securities, other evidence of equity ownership or assets
as, in accordance with the foregoing provisions, the Holder may
be entitled to receive or otherwise acquire. If a purchase,
tender or exchange offer is made to and accepted by the holders
of more than fifty (50%) percent of the outstanding shares of
Common Stock of the Company, the Company shall not effect any
consolidation, merger or sale with the person having made such
offer or with any Affiliate of such person, unless prior to the
consummation of such consolidation, merger or sale the Holder of
this Warrant shall have been given a reasonable opportunity to
then elect to receive upon the exercise of this Warrant the
amount of stock, securities, other evidence of equity ownership
or assets then issuable with respect to the number of shares of
Common Stock of the Corporation in accordance with such offer.
-4-
<PAGE>
Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President and by its Chief Executive Officer, Chief Financial Officer, Assistant
Treasurer, Secretary or Assistant Secretary, 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 Board of Directors of the Company made any determination
hereunder), and the Exercise Price after giving effect to such adjustment, and
shall cause copies of such certificates to be mailed (by first-class mail,
postage prepaid) to the Holder of this Warrant.
No fractional shares of Common Stock shall be issued in
connection with any exercise of this Warrant, but in lieu of such fractional
shares, the Company shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Exercise Price then in
effect.
Notwithstanding anything herein to the contrary, in no event
shall the Exercise Price be less than the market or book value of the Common
Stock.
5. In the event the Company grants rights to all shareholders to
purchase Common Stock, the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.
6. The Holder shall, with respect to the shares of Common Stock
issuable upon the exercise of this Warrant, have the registration rights and
"piggy back" registration rights set forth in the Placement Agreement. Such
registration rights and "piggy back" registration rights are incorporated herein
by this reference as if such provisions had been set forth herein in full.
7. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.
8. The terms defined in this paragraph, whenever used in this
Warrant, shall, unless the context otherwise requires, have the respective
meanings hereinafter specified. The term "Common Stock" shall mean and include
the Company's Common Stock, no par value per share, authorized on the date of
the original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in paragraph 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to ATG Inc. by merger, consolidation or otherwise. The
term "outstanding" when used with reference to Common Stock shall mean at any
date as of which the number of shares thereof is to be determined, all issued
shares of Common Stock, except shares then owned or held by or for the account
of the Company. The term "1933 Act" shall mean the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Securities and Exchange Commission, or any other Federal agency then
administering such securities act, thereunder, all as the same shall be in
effect at the time.
-5-
<PAGE>
9. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.
10. The Company agrees to use its best efforts to file timely all
reports required to be filed by it pursuant to Sections 13 or 15 of the
Securities Exchange Act of 1934, as amended, and to provide such information as
will permit the Holder to sell this Warrant or any shares of Common Stock
acquired upon exercise of this Warrant in accordance with Rule 144 under the
1933 Act.
11. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a stockholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.
12. This Warrant sets forth the entire agreement of the Company and
the Holder, with respect to the rights of the Holder and the Common Stock
issuable upon the exercise of this Warrant, notwithstanding any other agreement
or the provisions of any agreement, whether or not known to the Holder, and the
Company represents that there are no agreements inconsistent with the terms
hereof or which purport in any way to bind the Holder of this Warrant or the
Common Stock.
13. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
New York.
-6-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of June 30,
2000.
ATG INC.
By:_______________________________________
Doreen Chiu, Chief Executive Officer
[CORPORATE SEAL]
-7-
