WARRANT AGREEMENT
WARRANT AGREEMENT dated as of ___________, 1998 between UNIDIGITAL INC., a
Delaware corporation (the "Company"), and _______________________ (together with
its transferees that become registered holders of the Warrants (as hereinafter
defined), the "Holder").
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Agreement for Purchase and Sale of Stock
dated as of November 16, 1998 (the "Stock Purchase Agreement") by and among the
Holder and all other stockholders of Supergraphics Holding Company, Inc.
("Supergraphics") and the Company, the Holder is selling to the Company all of
the common stock of Supergraphics held by it.
WHEREAS, pursuant to the terms of the Stock Purchase Agreement, and as a
portion of the consideration to be paid to the Holder for the purchase by the
Company of the Holder's stock in Supergraphics, the Company has agreed to enter
into this Warrant Agreement (this "Agreement").
WHEREAS, the Company proposes to issue to the Holder warrants ("Warrants")
to purchase up to ________ shares of the Company's common stock, par value $.01
per share (the "Common Stock"), (one share of Common Stock issuable upon
exercise of this Warrant being hereinafter referred to as a "Security" and more
than one share of Common Stock issuable upon exercise of this Warrant being
hereinafter referred to, collectively, as the "Securities"), as part of the
aggregate of 225,000 Warrants referred to in Section 1.2 of the Stock Purchase
Agreement.
NOW, THEREFORE, in consideration of the transfer of shares referred to
above and the agreements herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Grant. The Company hereby grants to the Holder the right to purchase at
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any time from the date hereof until 5:30 P.M., New York time, on November ____,
2003, up to __________ fully paid, validly issued and non-assessable Securities
as specified on the Warrant Certificates (as hereinafter defined) to be issued
to the Holder, at the Exercise Price (as hereinafter defined), subject to the
terms and conditions of this Agreement.
2. Warrant Certificates. The warrant certificates (the "Warrant
----------------------
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth as Exhibit A attached hereto and made a part hereof, with
such appropriate insertions,
omissions, substitutions and other variations as required or permitted by this
Agreement.
3. Exercise of Warrants. The Warrants shall be exercised by surrender of
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Warrant Certificates for at least the number of Securities to be purchased,
together with an Election to Purchase in the form annexed hereto duly executed
and completed specifying the number of shares of Common Stock to be purchased
and payment of the Exercise Price (as hereinafter defined) for the Securities to
be purchased, at the Company's principal offices (presently located at 000 Xxxx
00xx xxxxxx, Xxx Xxxx, Xxx Xxxx 00000) during regular business hours on a
Business Day (as hereinafter defined). Upon such exercises the registered holder
of a Warrant Certificate shall be entitled to receive a certificate for the
Securities so purchased. The purchase rights represented by each Warrant
Certificate are exercisable at the option of the Holder thereof, in whole or in
part (but not as to fractional shares of Common Stock). In case of the purchase
of less than all the Securities purchasable under any Warrant Certificate, the
Company shall cancel said Warrant Certificate upon the surrender thereof and
shall execute and deliver a new Warrant Certificate of like tenor for the
balance of the Securities purchasable thereunder.
4. Issuance of Certificates. Upon exercise of the Warrants, the Company
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shall issue certificates for the appropriate number of shares of Common Stock
forthwith (and in any event within three (3) Business Days thereafter) without
charge to the Holder including, without limitation, any tax which may be payable
in respect of the issuance thereof, and such certificates shall (subject to the
provisions of Articles 6 and 8 hereof) be issued in the name of, or in such
names as may be directed by, the Holder. For purposes of this Agreement,
"Business Day" shall mean any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
All Warrant Certificates and certificates representing the shares of Common
Stock underlying the Warrants, or other securities, property or rights shall be
executed on behalf of the Company by the manual or facsimile signature of the
authorized officers of the Company under its corporate seal. Warrant
Certificates shall be dated the date of execution by the Company upon initial
issuance, division, exchange, substitution or transfer.
5. Restriction on Transfer of Warrants. The Holder of a Warrant
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Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired for investment purposes only and not with a view to the
distribution thereof and that the Warrants may not be sold, transferred,
assigned, hypothecated or otherwise disposed of, in whole or in part, except in
compliance with the Securities Act of 1933, as amended (the "Securities Act").
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6. Exercise Price.
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6.1 Initial and Adjusted Exercise Price. The initial exercise price of each
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Warrant shall be $______ per Security (being 125% of the average closing bid and
ask prices of the Common Stock during the 20 trading days ending two days prior
to the date hereof). The exercise price shall be adjusted from time to time in
accordance with the provisions of Article 8 hereof.
6.2 Exercise Price. The term "Exercise Price" as used herein shall mean the
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initial exercise price or the adjusted exercise price, depending upon the
context.
6.3 Payment of Exercise Price. The Exercise Price may be paid either by
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check payable to the order of the Company or by wire transfer or by delivery of
a duly executed Election to Purchase marked to reflect "Net Issue Exercise,"
together with surrender of Warrant Certificates in accordance with Section 3
hereof. Upon a Net Issue Exercise, the Company shall issue to Holder a number of
shares of the Company's Common Stock computed as of the date of surrender of the
Warrant Certificates to the Company using the following formula:
X = Y x (A-B)
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A
Where: X = the number of shares of Common Stock to be issued to the Holder
Y = the number of shares of Common Stock with respect to which the
Warrant is being exercised
A = the Current Market Price of one share of the Common Stock (at
the date of such calculation)
B = the Exercise Price (as adjusted to the date of such
calculation).
The "Current Market Price" for a specified date shall mean the average
daily Market Price during the period of the most recent 20 days, ending on such
date, on which the national securities exchanges were open for trading, except
that if no Common Stock is then listed or admitted to trading on any national
securities exchange or quoted in the over-the-counter market, the Current Market
Price shall be the Market Price on such date.
The "Market Price" for a specified date shall mean the amount per share of
the Common Stock, equal to (i) the last reported sale price of such Common Stock
on such date or, in case no such sale takes place on such date, the average of
the closing bid and asked prices thereof, on such date, in either case as
officially reported on the principal national securities exchange on which such
Common Stock is then listed or admitted for trading,
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or (ii) if such Common Stock is not then listed or admitted for trading on any
national securities exchange but is designated as a national market system
security the National Association of Securities Dealers, Inc. (the "NASD"), the
last reported trading price of the Common Stock on such date, or (iii) if there
shall have been no trading on such date or if the Common Stock is not so
designated, the average of the closing bid and asked prices of the Common Stock
on such date as shown by the NASD automated quotation system, or (iv) if such
Common Stock is not then listed or admitted for trading on any national exchange
or quoted in the over-the-counter market, the fair value thereof (as of a date
which is within 20 days of the date as of which the determination is to be made)
determined in good faith by the Board of Directors of the Company.
7. Registration Rights.
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7.1 Registration Under the Securities Act. The Warrants and the Securities
--------------------------------------
have not been registered under the Securities Act. Certificates representing the
Securities issued upon the exercise, in part or in whole, of the Warrants shall
bear a legend in substantially the following form:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"), and may
not be offered or sold except pursuant to (i) an effective registration
statement under the Act or (ii) an opinion of counsel, if such opinion
shall be reasonably satisfactory to counsel to the issuer, that an
exemption from registration under such Act is available.
Section 7.2 Piggyback Registration. If, at any time commencing after the
-----------------------
date hereof, the Company proposes to register any of its securities under the
Act (other than pursuant to Form X-0, X-0 or a comparable registration
statement) it will give written notice by registered mail, at least thirty (30)
days prior to the filing of each such registration statement, to the Holder of
the Warrants and/or the Securities of its intention to do so. If the Holder of
the Warrants and/or the Securities notifies the Company within twenty (20) days
after receipt of any such notice of its desire to include any Securities in such
proposed registration statement, the Company shall afford the Holder of the
Warrants and/or Securities the opportunity to have any such Securities
registered under such registration statement.
Notwithstanding the provisions of this Section 7.2, the Company shall have
the right at any time after it shall have given written notice pursuant to this
Section 7.2 (irrespective of whether a written request for inclusion of any
Securities shall have been made) to elect not to file any such proposed
registration
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statement, or to withdraw the same after the filing but prior to the effective
date thereof.
Section 7.3 Covenants of the Company With Respect to Registration. In
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connection with any registration under Section 7.2 hereof, the Company covenants
and agrees as follows:
(a) The Company (i) shall use its best efforts to market the Securities
included in any such registration statement and (ii) shall furnish the Holder
such number of prospectuses as shall reasonably be requested.
(b) The Company shall pay all costs (excluding any underwriting or selling
commissions or other charges of any broker-dealer acting on behalf of Holder),
fees and expenses in connection with all registration statements filed pursuant
to Section 7.2 hereof including, without limitation, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses and expenses of
counsel to the Holder. If the Company shall fail to comply with the provisions
of Section 7.3(a), the Company shall, in addition to any other equitable or
other relief available to the Holder, be liable for any or all incidental or
special damages sustained by the Holder requesting registration of Securities.
(c) The Company shall take all necessary action which may be required in
qualifying or registering the Securities included in a registration statement
for offering and sale under the securities or blue sky laws of such states as
reasonably are requested by the Holder, provided that the Company shall not be
obligated to (i) execute or file any general consent to service of process, (ii)
qualify as a foreign corporation to do business under the laws of any such
jurisdiction or (iii) subject itself to taxation in such jurisdiction.
(d) The Company shall indemnify the Holder of the Securities to be sold
pursuant to any registration statement and each person, if any, who controls the
Holder within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all
loss, claim, damage, expense or liability (including all expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever)
to which any of them may become subject under the Act, the Exchange Act or
otherwise, arising from such registration statement (excluding any loss, claim,
damage, expense or liability arising from information furnished in writing by or
on behalf of the Holder, or its successors or assigns, for specific inclusion in
such registration statement).
(e) The Holder of the Securities to be sold pursuant to a registration
statement, and its successors and assigns, shall indemnify the Company, its
officers and directors
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and each person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage or expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
solely from the inclusion in such registration statement of information
furnished in writing by or on behalf of such Holder, or its successors or
assigns, specifically for use in such registration statement.
(f) Nothing contained in this Agreement shall be construed as requiring the
Holder to exercise its Warrants prior to the initial filing of any registration
statement or the effectiveness thereof.
(g) In the case of an underwritten offering pursuant to Section 7.2, if the
managing underwriter with respect to such offering requests in writing that the
number of the Company's securities to be offered by selling security holders in
the registration be reduced because, in the judgment of the managing
underwriter, the proposed offering would be materially and adversely affected,
then such securities shall be reduced by such amount as the managing underwriter
may determine in writing so as to not materially and adversely affect the
proposed offering, which reduced number of securities shall be included in the
offering, selected as nearly as possible pro rata from among all selling
security holders.
(h) The Company shall furnish to the Holder and to each underwriter, if
any, a signed counterpart, addressed to the Holder or underwriter, of (i) an
opinion of counsel to the Company, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under the underwriting agreement), and
(ii) a "cold comfort" letter dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, a
letter dated the date of the closing under the underwriting agreement) signed by
the independent public accountants who have issued a report on the Company's
financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities.
(i) The Company shall as soon as practicable after the effective date of
the registration statement, and in any event within 15 months thereafter, make
"generally available to its
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security holders" (within the meaning of Rule 158 under the Act) an earnings
statement (which need not be audited) complying with Section 11(a) of the Act
and covering a period of at least 12 consecutive months beginning after the
effective date of the registration statement.
(j) The Company shall deliver promptly to the Holder, if it so requests,
the correspondence and memoranda described below, copies of all correspondence
between the Securities and Exchange Commission (the "Commission") and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and
permit the Holder and underwriter to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the NASD. Such investigation shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times and as often as the Holder shall
reasonably request.
(k) Holder, if, as and when its Securities are covered by a registration
statement filed pursuant to Section 7 hereof, agrees if and to the extent
requested by the managing underwriter, in the case of an underwritten sale of
its Securities (to the extent timely notified in writing by the Company or the
managing underwriter), not to effect any public sale or distribution of its
Securities included in such registration statement, including a sale pursuant to
Rule 144 (or any similar rule then in force) under the Act, except as part of
such underwritten registration, during the 30-day period prior to, and a period
of up to 90 days (as determined by the managing underwriter) beginning on, the
effective date of any underwritten sale of its Securities made pursuant to such
registration statement.
8. Adjustments to Exercise Price and Number of Securities.
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8.1 Computation of Adjusted Exercise Price. The Exercise Price shall be
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subject to adjustment from time to time as follows:
(a) Except to the limited extent provided for in Section 8.2 hereof, no
adjustment of the Exercise Price pursuant to this Article 8 shall have the
effect of increasing the Exercise Price above the Exercise Price in effect
immediately prior to such adjustment.
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(b) In the case of the issuance of Common Stock for a consideration in
whole or in part other than cash, the consideration other than cash shall be
deemed to be the fair value thereof as determined in good faith by the Board of
Directors of the Company.
8.2 Subdivision and Combination. In the event of a split of Common Stock,
----------------------------
dividend of Common Stock, subdivision of Common Stock, combination or
reclassification of Common Stock (including where the Common Stock is exchanged
for common stock of another entity) (each, an "Action"), prior to the exercise
of the Warrants, the Exercise Price shall be adjusted to equal the Exercise
Price immediately prior to such Action, multiplied by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately prior
to such Action, and the denominator of which is the number of shares of Common
Stock outstanding immediately after such Action.
8.3 Adjustment in Number of Securities. Upon each adjustment of the
-------------------------------------
Exercise Price pursuant to the provisions of this Article 8, the number of
Securities issuable upon the exercise of the Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Securities issuable
upon exercise of this Warrant immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price. Upon the occurrence of
each adjustment of the Exercise Price pursuant to this Article 8, the Company,
at its expense, shall promptly (but no later than 20 days after such occurrence)
compute such adjustment in accordance with the terms hereof and prepare and
furnish to Holder a statement, signed by its chief financial officer, setting
forth such adjustment and showing in detail the facts upon which such adjustment
is based.
8.4 Definition of Common Stock. For the purpose of this Agreement, the term
--------------------------
"Common Stock" shall mean (i) the Class of stock designated as Common Stock in
the certificate of incorporation of the Company as it may be amended as of the
date hereof or (ii) any other class of stock resulting from successive changes
or reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.
8.5 Merger or Consolidation. In case of any consolidation or merger of the
-----------------------
Company with, or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any reclassification or change
of the outstanding Common Stock), the corporation formed by such consolidation
or merger shall execute and deliver to the Holder a supplemental warrant
agreement providing that the holder of each Warrant then outstanding or to be
outstanding shall have the right thereafter (until the expiration of such
Warrant) to receive, upon
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exercise of such Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or merger, by a
holder of the number of shares of Common Stock for which such Warrant might have
been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental warrant agreement shall provide for adjustments
which shall be identical to the adjustments provided in this Article 8. The
provisions of this Section 8.5 shall similarly apply to successive
consolidations or mergers.
8.6 Dividends and Other Distributions With Respect to Outstanding
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Securities. In the event that the Company shall at any time prior to the
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exercise of all Warrants declare a dividend (other than a dividend consisting
solely of shares of Common Stock) or otherwise distribute to its stockholders
any assets, property, rights, evidences of indebtedness, securities (other than
shares of Common Stock), whether issued by the Company or by another, or any
other thing of value, the Holder of the unexercised Warrants shall thereafter be
entitled, in addition to the shares of Common Stock or other securities and
property receivable upon the exercise thereof, to receive, upon the exercise of
such Warrants, the same property, assets, rights, evidences of indebtedness,
securities or any other thing of value that they would have been entitled to
receive at the time of such dividend or distribution as if the Warrants had been
exercised immediately prior to such dividend or distribution. At the time of any
such dividend or distribution, the Company shall make appropriate reserves to
ensure the timely performance of the provisions of this Section 8.6.
9. Exchange and Replacement of Warrant Certificates. Each Warrant
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Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Securities in such denominations as shall
be designated by the Holder thereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant Certificate, and, in
the case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrant
Certificates, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu thereof.
10. Elimination of Fractional Interests. The Company shall not be required
-----------------------------------
to issue certificates representing fractions of shares of Common Stock upon the
exercise of the Warrants, and shall not be required to issue scrip or pay cash
in lieu of fractional interests, it being the intent of the parties that all
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fractional interests shall be eliminated by rounding any fraction up to the
nearest whole number of shares of Common Stock or other securities, properties
or rights.
11. Reservation of Securities. The Company shall at all times reserve and
-------------------------
keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon the exercise of the Warrants such number of shares of
Common Stock as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid,
non-assessable and not subject to the preemptive rights of any stockholder.
12. Notices.
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All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made when delivered, or mailed
by registered or certified mail, return receipt requested:
(a) If to the Holder of the Warrant, to the address of the Holder as shown
on the books of the Company; or
(b) If to the Company, to the address set forth in Section 3 hereof or to
such other address as the Company may designate by notice to the Holder.
13. Supplements and Amendments. This Agreement may not be amended except in
--------------------------
writing signed by the Company and the Holder.
14. Successors. All the covenants and provisions of this Agreement shall be
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binding upon and inure to the benefit of the Company, the Holder and their
respective successors and assigns hereunder.
15. Termination. This Agreement, except for the provisions of Section 7,
-----------
shall terminate at the close of business on November ____, 2003.
16. Governing Law. This Agreement and each Warrant Certificate issued
--------------
hereunder shall be deemed to be a contract made under the laws of the State of
New York and for all purposes shall be construed in accordance with the laws of
said State without giving effect to the rules of said State governing conflicts
of laws.
17. Benefits of This Agreement. Nothing in this Agreement shall be
----------------------------
construed to give to any person or corporation other than the Company and the
Holder and its transferees of the Warrant Certificates or Securities any legal
or equitable right,
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remedy or claim under this Agreement; and this Agreement shall be for the sole
and exclusive benefit of the Company and the Holder and its transferees of the
Warrant Certificates or Securities.
18. Valuation. The parties hereto agree that, for income tax purposes, the
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purchase price to be attributed to the Warrants issued to the Holder hereunder
on the date hereof shall be determined by the Holder, at its reasonable
discretion.
19. Counterparts. This Agreement may be executed in any number of
------------
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
UNIDIGITAL INC.
By: _____________________________
Name:
Title:
Attest:_____________________
HOLDER:
_________________________________
Name:
Title:
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EXHIBIT A
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
OR (ii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY
TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS
AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M., NEW YORK CITY TIME, NOVEMBER ___, 2003
No. W-__ ________ Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that ____________ or registered assigns,
is the registered holder of _________ (____) Warrants to purchase initially, at
any time from November ___, 1998 until 5:30 P.M. New York time on November ___,
2003 ("Expiration Date"), up to _________ Securities, each Security consisting
of one fully-paid and non-assessable share of common stock, par value $.01 per
share (the "Common Stock"), of Unidigital Inc., a Delaware corporation (the
"Company"), at a purchase price subject to adjustment in certain events (the
"Exercise Price"), of $______ per Security (being 125% of the average closing
bid and ask prices of the Common Stock during the 20 trading days ending two
days prior to the date of the Warrant Agreement (as herein after defined)), upon
surrender of this Warrant Certificate and payment of the Exercise Price at an
office or agency of the Company, subject to the conditions set forth herein and
in that certain Warrant Agreement dated as of November ___, 1998 between the
Company and the Holder (the "Warrant Agreement"). Payment of the Exercise Price
shall be made by check payable to the order of the Company, wire transfer or as
provided in Section 6.3 of the Warrant Agreement.
No Warrant may be exercised after 5:30 P.M., New York time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, hereby shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
registered holder or holders of the Warrants (the "Holder").
The Warrant Agreement provides that upon the occurrence of certain events,
the Exercise Price and the type and/or number of the Company's securities
issuable pursuant to the Warrant Agreement may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the Holder,
issue a new Warrant Certificate evidencing the adjustment in the Exercise Price
and the number and/or type of securities issuable upon the exercise of Warrants;
provided, however, that the failure of the Company to issue such new Warrant
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Certificates shall not in any way change, alter, or otherwise impair, the rights
of the holder as set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership of other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to such terms therein.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.
Dated as of November ___, 1998
UNIDIGITAL INC.
By:______________________________
Name:
Title:
Attest:_____________________
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WARRANT
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _____________ Securities
and herewith tenders in payment for such shares a check payable to the order of
Unidigital Inc. (the "Company"), wire transfer or Notes or a written notice of
application of the "Net Issue Exercise" provision of Section 6.3 of the Warrant
Agreement in the amount of $__________________, all in accordance with the terms
hereof and the terms of the Warrant Agreement dated as of November ___, 1998
between the undersigned and the Company. The undersigned requests that a
certificate for such Securities be registered in the name of
___________________________ whose address is ____________________ and that such
Certificate be delivered to ______________________ whose address is
____________________________________________.
Dated:
Signature__________________________
Name:
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate.)
------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
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ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Warrant
Certificate.)
FOR VALUE RECEIVED ____________________________ hereby sells, assigns and
transfers unto _____________________
--------------------------------------------------------------------------------
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _________________________
Attorney-in-Fact, to transfer the within Warrant Certificate on the books of the
within-named Company, will full power or substitution.
Dated:
Signature__________________________
Name:
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate.)
-------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
