Exhibit 10.3


 


EXHIBIT C


 


FORM OF WARRANT


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND STATUTES, UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT
TO AN AVAILABLE EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THOSE LAWS. 
THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


CIPRICO
INC.


WARRANT
TO PURCHASE COMMON STOCK


 


No.                                                                                                                                                                   December         ,
2007


 


Void
After December     , 2012


 


THIS CERTIFIES THAT, for value received,
                                                ,
with its principal office at
                                                                          ,
or its assigns (the “Holder”), is entitled to subscribe for and purchase at
the Exercise Price (defined below) from Ciprico Inc., a Delaware corporation,
with its principal office at 7003 West Lake Street, Suite 400, St. Louis
Park, MN 55426 (the “Company”) up to                     
shares [Warrant coverage of $0.25
worth of warrant shares for each $1 of principal invested.] of the
Common Stock of the Company (the “Common Stock”), subject to
adjustment as provided herein.  This
Warrant is one of a series of Warrants being issued pursuant to the terms of
that certain Convertible Note Purchase Agreement, dated December     ,
2007, by and among the Company and the
original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). 
Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Purchase Agreement.


 


1.                                      DEFINITIONS.  As used herein, the
following terms shall have the following respective meanings:


 


1.1                               “Exercise Period” shall mean the
period commencing after the date hereof and ending December     ,
2012, unless sooner terminated as provided below.


 


1.2                               “Exercise Price”  shall mean an
amount equal to the average closing bid price of the Common Stock for the five (5) consecutive
trading days ending on the trading day prior to the date hereof, or $                  per share, subject
to adjustment pursuant to Section 6 below.


 


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1.3                               “Exercise Shares” shall mean the shares of the Company’s Common Stock
issuable upon exercise of this Warrant, subject to adjustment pursuant to the
terms herein, including but not limited to adjustment pursuant to Section 6
below.


 


1.4                               “Fair Market Value” of a share of
Common Stock shall be calculated as follows:


 


(a)           if the Common Stock is listed on the
Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, or an
established stock exchange, then the average of the prices of such stock at the
close of the regular trading session of such market or exchange for the five (5) consecutive
trading days ending on the trading day immediately preceding the applicable
valuation date, or


 


(b)           if the Common Stock is not so listed on
the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market,
or an established stock exchange, then the average of the closing “bid” and “asked”
prices quoted by the OTC Bulletin Board, the National Quotation Bureau, or any
comparable reporting service for the five (5) consecutive trading days
ending on the trading day immediately preceding the applicable valuation date,
or


 


(c)           if the Common Stock is not publicly
traded as of such date, the per share fair market value as reasonably
determined in good faith by the Company’s Board of Directors.


 


2.                                      EXERCISE
OF WARRANT.


 


2.1                               Method of Exercise. 
The rights represented by this Warrant may be exercised in whole or in
part at any time during the Exercise Period, by surrendering this Warrant, with
the Notice of Exercise attached hereto filled in and duly executed by such
Holder or by such Holder’s duly authorized attorney, to the Company at its
principal office accompanied by payment of the Exercise Price of the
Exercise Shares purchased thereby.


 


At the
option of the Holder, the Exercise Price may be paid in one or more of the
following manners:


 


(a)                                  a certified check or wire transfer of
immediately available funds,


 


(b)                                  surrender of stock certificates then held
representing that number of shares having an aggregate current Fair Market
Value on the date of exercise equal to the aggregate Exercise Price for all
Exercise Shares to be purchased pursuant to this Warrant,


 


(c)                                  by a “Cashless Exercise,” in which event
the Company shall issue to the Holder the number of Exercise Shares determined
as follows:


 


X = Y [(A-B)/A]


where:


 


X = the number of Exercise
Shares to be issued to the Holder.


 


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Y = the number of Exercise
Shares with respect to which this Warrant is being exercised.


 


A = the Fair Market Value of
the Common Stock on the date of exercise.


 


B = the Exercise Price, or


 


(d)                                  any combination of the foregoing methods.


 


Upon the exercise of the rights represented by this
Warrant, shares of Common Stock shall be issued for the Exercise Shares so
purchased, and shall be registered in the name of the Holder or persons
affiliated with the Holder, if the Holder so designates, within a reasonable
amount of time following receipt by the Company of all of the items set forth
above and shall be issued in certificate form, whether paper or electronic, and
delivered to the Holder, if so requested.


 


The person in whose name any Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the
date of issuance of the shares of Common Stock, except that, if the date of
such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.


 


2.2                               Partial Exercise.  If this Warrant
is exercised in part only, the Company shall, upon surrender of this Warrant,
execute and deliver, within 10 days of the date of exercise, a new Warrant
evidencing the rights of the Holder, or such other person as shall be
designated in the Notice of Exercise, to purchase the balance of the Exercise
Shares purchasable hereunder.  In no
event shall this Warrant be exercised for a fractional Exercise Share, and the
Company shall not distribute a Warrant exercisable for a fractional Exercise
Share.  Fractional Exercise Shares shall
be treated as provided in Section 5 hereof.


 


3.                                      COVENANTS
OF THE COMPANY.


 


3.1                               Covenants
as to Exercise Shares.  The
Company covenants and agrees that all Exercise Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be
duly authorized and validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issuance thereof.  The Company further
covenants and agrees that the Company will at all times during the Exercise
Period, have authorized and reserved, free from preemptive rights, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.  If at any
time during the Exercise Period the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of counsel, be
necessary to increase its authorized but unissued shares of Common Stock (or
other securities as provided herein) to such number of shares as shall be
sufficient for such purposes.


 


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3.2                               No
Impairment.  Except and
to the extent as waived or consented to by the Holder in accordance with Section 11
hereof, the Company will not, by amendment of its Certificate of Incorporation (as such may be amended from time to
time), or through any means, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith carry out of all the provisions of
this Warrant and take all such action as may be necessary or appropriate in
order to protect the exercise rights of the Holder against such impairment.


 


3.3                               Notices
of Record Date.  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 which is the same as cash
dividends paid in previous quarters) or other distribution, the Company shall
mail to the Holder, at least ten 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 or distribution.


 


4.                                      DISPOSITION
OF WARRANT AND EXERCISE SHARES.  The Holder further agrees not to make any
disposition of all or any part of the Warrant or Exercise Shares in any event
unless and until one of the following occurs:


 


4.1                               The Company shall
have received a letter secured by the Holder from the Securities and Exchange
Commission (“SEC”) stating that no action will be recommended to the SEC
with respect to the proposed disposition;


 


4.2                               There is then
in effect a registration statement under the Securities Act of 1933, as amended
(“Securities Act”) covering such Warrant or Exercise Shares and such
disposition is made in accordance with said registration statement; or


 


4.3                               The Holder
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, for the Holder to the effect that such disposition
will not require registration of such Warrant or Exercise Shares under the
Securities Act or any applicable state securities laws; provided,
that so long as the Holder provides the Company a with a representation letter in customary form with respect to a
disposition under Rule 144, no opinion shall be
required for any disposition made or to be made in accordance with the
provisions of Rule 144.


 


4.4                               The Holder understands
and agrees that all certificates evidencing the Exercise Shares to be issued to
the Holder may bear a legend in substantially the following form (provided that
no such legend will be borne by Exercise Shares issued following the
disposition of such shares pursuant to a registration statement which is
effective under the Securities Act and provided, further, that the Company will
remove such legend at the request of the Holder (i) following any sale of
the Exercise Shares pursuant to an effective registration statement or Rule 144,
or (ii) if such Exercise Shares are eligible for sale under Rule 144(k) or
any similar or successor Rule of the SEC):


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 


 


C-4





















 


AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.  THE SECURITIES MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR
TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM OR IN A TRANSACTION NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF THOSE LAWS.  THE COMPANY SHALL BE ENTITLED TO REQUIRE AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT AN OPINION IS REQUIRED PURSUANT
TO THE AGREEMENT UNDER WHICH THE SECURITIES WERE ISSUED.


 


5.                                      FRACTIONAL
SHARES.  No fractional shares shall
be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto.  All Exercise Shares
(including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance
of any fractional share.  If, after
aggregation, the exercise would result in the issuance of a fractional share,
the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product
resulting from multiplying the then current Fair Market Value (as of the
applicable exercise date) of an Exercise Share by such fraction.


 


6.                                      CERTAIN EVENTS.


 


6.1                               Distribution
of Assets.  In case the
Company shall declare or make any distribution of its assets (or rights to
acquire its assets) to holders of Common Stock as a partial liquidating
dividend, by way of return of capital or otherwise (including any dividend or
distribution to the Company’s stockholders of cash or shares (or rights to
acquire shares) of capital stock of a subsidiary) (a “Distribution”), at
any time after the initial issuance of this Warrant, then the Holder shall be
entitled upon exercise of this Warrant for the purchase of any or all of the
shares of Common Stock subject hereto, to receive the amount of such assets (or
rights) which would have been payable to the Holder had such Holder been the
holder of such shares of Common Stock on the record date for the determination
of stockholders entitled to such Distribution.


 


6.2                               Dividends,
Subdivisions, Combinations and Reclassifications.  The number and kind of securities purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the following.  In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of its capital stock in a reclassification
of the Common Stock, then the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior thereto 


 


C-5

















 


shall
be adjusted so that the Holder shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company which it would have owned
or have been entitled to receive had such Warrant been exercised in advance
thereof.  Upon each such adjustment of
the kind and number of Warrant Shares or other securities of the Company which
are purchasable hereunder, the Holder shall thereafter be entitled to purchase
the number of Warrant Shares or other securities resulting from such adjustment
at an Exercise Price per Warrant Share or other security obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares purchasable pursuant hereto immediately prior
to such adjustment and dividing such product by the number of Warrant Shares or
other securities of the Company resulting from such adjustment.  An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.


 


6.3                               Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets.  In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into
another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation and, pursuant to
the terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring
corporation (“Other Property”), are to be received by or distributed to
the holders of Common Stock of the Company, then the Holder shall have the
right thereafter to receive upon exercise of this Warrant, the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or
disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event.  In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board
of Directors of the Company) in order to provide for adjustments of Warrant
Shares for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 6.3.  For purposes of this Section 6.3, “common
stock of the successor or acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or assets over
any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of
stock or other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the
happening of a specified event, and any warrants or other rights to subscribe
for or purchase any such stock.  The
foregoing provisions of this Section 6.3 shall similarly apply to
successive reorganizations, reclassifications, mergers, consolidations or
disposition of assets.


 


C-6

















 


6.4                               Adjustment
of Exercise Price.  The form of
this Warrant need not be changed because of any adjustment in the number,
class, and kind of shares or Other Property subject to this Warrant.  The Company shall promptly provide a
certificate from its principal accounting officer notifying the Holder in
writing of any adjustment in the Exercise Price and/or the total number, class,
and kind of shares or Other Property issuable upon exercise of this Warrant,
which certificate shall specify the Exercise Price and number, class and kind
of shares or Other Property under this Warrant after giving effect to such
adjustment and shall set forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.


 


7.                                      REGISTRATION RIGHTS.  The
Company hereby grants to the Holder the following registration rights
pertaining to the Exercise Shares:


 


7.1                               Piggy-Back
Rights.


 


(a)                                  Whenever the
Company shall propose to file a registration statement under the Securities Act
on a form which permits the inclusion of the Exercise Shares for resale (a “Qualifying
Registration Statement”), including a registration on Form S-8, if
applicable, it will give written notice to the Holder at least thirty (30)
calendar days prior to the anticipated filing thereof, specifying the
approximate date on which the Company proposes to file the Qualifying
Registration Statement and the intended method of distribution in connection
therewith, and advising the Holder of his right to have any or all of the
Exercise Shares then held by him included among the securities to be covered by
such registration statement (the “Piggy-Back Rights”).  The Holder shall have the right to include
the Exercise Shares in one or more Registration Statements until all of the
Exercise Shares have been sold, or until all of the Exercise Shares are
eligible for sale under Rule 144 promulgated by the SEC or any similar or
successor Rule, whichever shall first occur.


 


(b)                                  Subject to (d) and
(e), in the event that the Holder elects to utilize the Piggy-Back Rights, the
Company shall include in the Qualifying Registration Statement the number of
the Exercise Shares identified by the Holder in a written request (the “Piggy-Back
Request”) given to the Company not later than ten (10) calendar days
prior to the proposed filing date of the Qualifying Registration
Statement.  The Exercise Shares
identified in the Piggy-Back Request shall be included in the Qualifying
Registration Statement on the same terms and conditions as the other shares of
Common Stock included in the Qualifying Registration Statement.


 


(c)                                  Notwithstanding
anything in this Warrant to the contrary, the Holder shall not have Piggy-Back
Rights with respect to (i) a registration statement on Form S-4 or
any successor forms thereto, (ii) a registration statement filed in
connection with an exchange offer or an offering of securities solely to
existing stockholders or employees of the Company, or (iii) a registration
statement filed in connection with an offering by the Company of securities
convertible into or exchangeable for Common Stock.


 


(d)                                  If the lead
managing underwriter selected by the Company for an underwritten offering for
which Piggy-Back Rights are requested determines that marketing or 


 


C-7

















 


other
factors require a limitation on the number of shares of Common Stock to be
offered and sold in such offering, then (i) such underwriter shall provide
written notice thereof to each of the Company and the Holder, and (ii) there
shall be included in the offering, first, all shares of Common Stock proposed
by the Company to be sold for its account (or such lesser amount as shall equal
the maximum number determined by the lead managing underwriter as aforesaid)
and, second, only that number of Exercise Shares requested to be included in
the Qualifying Registration Statement by the Holder that such lead managing
underwriter reasonably and in good faith believes will not substantially
interfere with (including, without limitation, adversely affect the pricing of)
the offering of all the shares of Common Stock that the Company desires to sell
for its own account.


 


(e)                                  Nothing
contained in this Section 7 shall create any liability on the part of the
Company to the Holder if the Company for any reason should decide not to file a
Qualifying Registration Statement for which Piggy-Back Rights are available or
to withdraw such Qualifying Registration Statement subsequent to its filing,
regardless of any action whatsoever that the Holder may have taken, whether as
a result of the issuance by the Company of any notice hereunder or otherwise.


 


7.2                               Registration
Expenses.  Except as
set forth below, the Company shall bear all expenses of a Qualifying
Registration Statement.  The Holder will
be individually responsible for payment of his/her/its own legal fees,
underwriting fees and brokerage discounts, commissions and other sales expenses
incident to any registration hereunder.


 


7.3                               Information
by Holders.  Each Holder
of Exercise Shares shall furnish to the Company such information regarding such
Holder and the distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification, or compliance referred to in this
Warrant.


 


8.                                      NO
STOCKHOLDER RIGHTS.  This Warrant in
and of itself shall not entitle the Holder to any voting rights or other rights
as a stockholder of the Company.


 


9.                                      TRANSFER
OF WARRANT.  Subject to
applicable laws and compliance with Section 4.3 hereof, this Warrant and
all rights hereunder are transferable, by the Holder in person or by duly
authorized attorney, upon delivery of this Warrant and the form of assignment
attached hereto to any transferee designated by Holder.  The transferee will sign an investment letter
in form and substance reasonably satisfactory to the Company.


 


10.                               LOST,
STOLEN, MUTILATED OR DESTROYED WARRANT.  If this Warrant
is lost, stolen, mutilated or destroyed, the Company may, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of
like denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed.  Any such new Warrant shall
constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.


 


C-8

















 


11.                               MODIFICATIONS AND WAIVER.  This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the Company and the Holder.


 


12.                               NOTICES,
ETC.  All notices required or
permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
facsimile if sent during normal business hours of the recipient, if not, then
on the next business day, (c) five days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d) one
business day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt.  All communications shall be sent to the
Company at the address listed on the signature page and to the Holder at
the addresses on the Company records, or at such other address as the Company
or Holder may designate by ten (10) days’ advance written notice to the
other party hereto.


 


13.                               GOVERNING
LAW.  This Warrant and all rights,
obligations and liabilities hereunder shall be governed by the laws of the
State of Minnesota without regard to the principles of conflict of laws.


 


14.                               SEVERABILITY.  The
invalidity or unenforceability of any provision of this Warrant in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.


 


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IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its duly authorized officer as of the date first
set forth above.


	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  CIPRICO INC.

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Monte S. Johnson, Chief
  Financial Officer

  	 

	
   

  	
   

  	 

	
   

  	
  Address:

  	
   

  	
  7003
  West Lake Street, Suite 400

  
	
   

  	
   

  	
   

  	
  St.
  Louis Park, MN 55426

  
	
   

  	
   

  	
   

  	
  Attn:
  Steven D. Merrifield

  
	
   

  	
   

  	
   

  	
  Facsimile:
  (952) 540-2402

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  W/copy
  to:

  	
   

  	
  Fredrikson &
  Byron, P.A.

  
	
   

  	
   

  	
   

  	
  200
  South Sixth Street, Suite 4000

  
	
   

  	
   

  	
   

  	
  Minneapolis,
  MN 55402

  
	
   

  	
   

  	
   

  	
  Attn:
  Melodie R. Rose

  
	
   

  	
   

  	
   

  	
  Facsimile:
  (612) 492-7077

  
							



 


 





















 


NOTICE OF EXERCISE


 


TO:  CIPRICO INC.


 


(1)                                 The undersigned
hereby elects to purchase
                
shares of the Common Stock of Ciprico Inc. (the “Company”) pursuant to the terms
of the attached Warrant, and tenders herewith payment of the Exercise Price in
full for such shares as follows:


 


                                                o  by certified check or wire transfer of
immediately available funds in the amount of
$                        ,
which check or wire reference information has been provided herewith;


 


                                                o  by tendering herewith
                
shares of Common Stock held by the undersigned, the value of which equals the
aggregate Exercise Price of the shares of Common Stock set forth above in
accordance with Section 2 of the Warrant;


 


                                                o  by means of the Cashless Exercise option
provided in Section 2 of the Warrant (Holder has provided concurrently
herewith its calculations regarding the net number of Exercise Shares to be
issued to it in accordance with Section 2 hereof)


 


(2)                                 Please issue a
certificate or certificates, whether paper or electronic,
representing said shares of Common Stock in the name of the undersigned or in
such other name as is specified below:


 


 


(Name)


 


 


 


(Address)


 


(3)                                 If the Warrant
is not being exercised in full, please issue a certificate  representing a
new Warrant evidencing the right of the Holder to purchase the balance of the
Exercise Shares purchasable under the Warrant, such certificate to be
registered in the name of the undersigned or in such other name as is specified
below:


 


 


(Name)


 


 


 


(Address)


 


(4)                                 The undersigned
represents that (i) the aforesaid shares of Common Stock are being
acquired for the account of the undersigned not with a view to, or for resale
in connection with, the distribution thereof in violation of the Securities Act
of 1933, as amended (the “Securities Act”), and that the undersigned has no
present intention of distributing or reselling such shares in violation of the
Securities Act; (ii) the undersigned is aware of the Company’s business
affairs and financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision regarding its
investment in the Company; (iii) the undersigned is experienced in making
investments of this type and has such knowledge and background in financial and
business matters that the undersigned is capable of evaluating the merits and
risks of this investment and protecting the undersigned’s own interests; (iv) the
undersigned understands that the shares of Common Stock issuable upon exercise
of this Warrant 


 


1

















 


must
be held indefinitely unless subsequently registered under the Securities Act or
an exemption from such registration is available, and (v) the undersigned
agrees not to make any disposition of all or any part of the aforesaid shares
of Common Stock unless and until there is then in effect a registration
statement under the Securities Act covering such proposed disposition and such
disposition is made in accordance with said registration statement, or the undersigned
has provided the Company with an opinion of counsel satisfactory to the
Company, stating that such registration is not required.


 


 


 


	
  (Date)

  	
  (Signature)

   

   

  (Print name)

  



 


2

















 


ASSIGNMENT FORM


 


(To
assign the foregoing Warrant, subject to compliance with section 4.3 hereof,
execute this form and supply required information.  Do not use this form to purchase shares.)


 


 


TO:  CIPRICO INC.


 


FOR VALUE RECEIVED, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to


 


Name:


 


(Please Print)


 


 


Address:


 


(Please Print)


 


 


Dated: 
                    ,
20    


 


 


Holder’s


Signature:


 


 


Holder’s


Address:


 


 


 


NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatever.  Officers of corporations and those acting in
a fiduciary or other representative capacity should file proper evidence of
authority to assign the foregoing Warrant.