EXHIBIT 99.1
MEDIA LOGIC, INC.
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1,000,000 shares of
Common Stock
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STOCK PURCHASE AGREEMENT
Dated as of September 25, 1995
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STOCK PURCHASE AGREEMENT
This Agreement is by and between Media Logic, Inc., a Massachusetts
corporation (the "Company"), with principal offices at 000 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, and Xxxxxxx Xxxxxxx (the "Purchaser"), an
individual residing at 0000 Xxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000.
In consideration of the mutual covenants contained in this Agreement, the
parties agree as follows:
SECTION 1. Agreement to Sell and Purchase the Shares. At the Closing
(as hereinafter defined), the Company shall sell to the Purchaser, and the
Purchaser shall buy from the Company, upon the terms and conditions hereinafter
set forth, 1,000,000 shares (the "Shares") of Common Stock, $.01 par value per
share ("Common Stock"), of the Company at a purchase price of $5.00, being not
less than the average of the closing prices for the Common Stock on the American
Stock Exchange for the ten trading days immediately preceding the Closing.
SECTION 2. Acknowledgements and Agreements of the Purchaser. The
Purchaser acknowledges and agrees that:
(a) he will not resell any of the Shares for a year after the Closing and,
after that but prior to the third anniversary of the Closing, he will not sell
shares representing 5% or more of the Common Stock outstanding to any party
without the Company's consent, which will not be unreasonably withheld;
(b) prior to the third anniversary of the Closing, he will not acquire
shares of Common Stock which would result in his owning more than 25% of the
Common Stock then outstanding; and
(c) he acknowledges that the Shares are not registered under federal
securities laws and he will comply with all applicable securities laws in
connection with any future resale of Shares, including but not limited to the
SEC's Rule 144, with which he has familiarized himself.
SECTION 3. Agreements and Undertakings of the Company. In connection
with the sale and purchase of the Shares hereunder, the Company covenants and
agrees with the Purchaser as follows:
(a) the Purchaser will be appointed as a director of the Company as
promptly after the Closing as practicable and will be nominated and endorsed by
the Board as a director at each annual stockholders' meeting so long as he
beneficially owns 10% or more of the Common Stock outstanding;
(b) as a director, the Purchaser will be appointed to the Compensation
Committee of the Board;
(c) the Company will afford the Purchaser the opportunity to have Shares
included in registered public offerings that it does, if the Purchaser so
requests, subject to usual and customary provisions and, unless and until Rule
144 permits him to resell Shares after one year, he will also have the right to
demand one registration of the public resale of Shares; and
(d) the net proceeds of the sale of the Shares to the Purchaser will be
used solely for the Company's automated data library (ADL) business.
SECTION 4. Changes; Counterparts. Any term of this Agreement may be
amended or compliance therewith waived with the written consent of both parties
hereto. This Agreement may be executed in counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the 25th day of September, 1995.
THE COMPANY: MEDIA LOGIC, INC
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
THE PURCHASER: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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