1
EXHIBIT 4.4
March 31, 1997
Ms. Xxxx Xxxxx
Vice President Business Development
Sonic Solutions
000 Xxxxxxx Xxx
Xxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxx:
This letter confirms the terms of our agreement under which Multicom Publishing,
Inc. ("Multicom") will issue 106,667 shares of Multicom's Common Stock to Sonic
Solutions (the "Common Shares"). It is understood that the Common Shares are
valued at a price per share equal to the closing price of Multicom's Common
Shares on Thursday, March 27, 1997 (the "Transfer Price"), and that the Common
Shares are being issued to Sonic Solutions in exchange for DVD equipment.
The Common Shares will be issued to Sonic Solutions effective March 31, 1997 and
the certificate representing the Common Shares will be endorsed with a
restrictive legend. That legend will state that the Common Shares evidenced by
the certificate have not been registered under the Securities Act of 1933, as
amended, and may not be transferred without an effective registration statement
covering the Common Shares or an applicable exemption from registration.
Multicom will prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement registering the Common Shares. The
registration statement will be on Form S-3 or other appropriate form permitting
registration of the Common Shares held by Sonic Solutions. Multicom will cause
the registration statement to be filed in a timely fashion to allow for the
registration statement to be declared effective within 90 days from the date of
this letter. In the event the Commission does not declare the registration
statement effective on or by June 30, 1997, Multicom will pay Sonic Solutions a
penalty equal to $15,000 for each month the registration statement fails to be
declared effective.
For a period of 120 days from the date of this letter agreement, Multicom will
have an option to repurchase the Common Shares held by Sonic Solutions for
$120,000 plus
2
interest calculated at the Prime Rate on today's date as reported by the Bank of
America, NT&SA, plus 1%. This option may be exercised at any time upon written
notice to Sonic Solutions whether by mail, facsimile or personal delivery to
your attention at the address noted above.
Sonic Solutions will not directly or indirectly transfer the Common Shares to
any other individual without giving verbal notice to Xxxxxx X. Xxxxxx ("Attard")
of its intent to transfer the Common Shares and providing Attard with the right
to repurchase the Common Shares. Attard will have a period of three hours from
the time of verbal notification to advise Sonic Solutions of Attard's intent to
exercise her right of first approval.
Sonic Solutions represents to Multicom that:
(a) It realizes that the purchase of Common Shares is highly speculative.
(b) It is able, without impairing it's financial condition, to bear the economic
risk of the purchase of the Common Shares pursuant to the terms of this letter
agreement, to hold the Common Shares for an indefinite period of time and to
suffer a complete loss of it's investment.
(c) It has such knowledge and experience in financial and business matters that
it is capable of (i) evaluating the merits and risks of the purchase of the
Common Shares pursuant to the terms of this letter agreement and (ii) protecting
it's interests in connection therewith.
(d) It has been solely responsible for it's own "due diligence" investigation of
the Company and the management and business of the Company, for it's own
analysis of the merits and risks of this investment, and for it's own analysis
of the fairness and desirability of the terms of the investment; in taking any
action or performing any role relative to the arranging of the proposed
investment, it has acted solely in it's own interest.
The Common Shares are being acquired for it's own account, in each case
for investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities
Act.
Multicom will indemnify Sonic Solutions against all expenses, claims, losses,
damages and liabilities arising out of or based upon any untrue statement or
alleged untrue statement of a material fact by Multicom contained in any
prospectus, offering circular or other document incident to the registration of
the Common Shares ("Registration Documents") based on any omission of Multicom
to state a material fact required to be stated in the Registration Documents to
make the statements not misleading.
3
Please signify your acceptance of the terms of this letter agreement by signing
in the space provided below.
Best regards,
Xxxxxx X. Xxxxxx
Chairman and CEO
Acknowledged and Accepted this 31st day of March, 1997:
SONIC SOLUTIONS
By:_________________________
Name:_______________________
Title:______________________
