EXHIBIT 6.6
WARRANT PURCHASE AGREEMENT
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THIS WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of June
16, 1995, by and among DIGITAL DESCRIPTOR SYSTEMS, INC., an Illinois corporation
(the "Company"), COMPU-COLOR, INC., an Iowa corporation ("Compu-Color") and
XXXXXX XXXX (the "Investor").
The Company and the Investor agree as follows.
1. Loan.
At Closing the Investor will cause the lender, National Business
Systems, Inc. (the "Lender"), lo loan to the Company the aggregate sum of Three
Hundred Fifty Thousand Dollars ($350,000) (the "Loan").
2. Warrants to Purchase Common Stock. In consideration for arranging
the Loan, at Closing the Company shall sell to the Investor and the Investor
shall purchase 20,000 Redeemable Class A-l warrants and 20,000 Redeemable Class
X-x Warrants to purchase an aggregate of 40,000 shares of the Company's Common
Stock (the "Warrant(s)") for a purchase price of $.001 per Warrant or $40.00 in
the aggregate. The Warrants shall be subject to a Warrant Agreement between the
Company and the Investor in the form attached hereto as Exhibit I (the "Warrant
Agreement").
3. The Closing. The closing of the transactions contemplated herein
shall take place in Langhome, Pennsylvania, on or about June 16, 1995, or at
such other time and place as the Company and the Investor mutually agree (which
time and place are designated "the Closing" or "the Closing Date"). At the
Closing, the Company shall deliver the Warrant Agreement and
Certificates for Warrants to the Investor against delivery by the Investor of
the Warrant Agreement and $150.00 in full payment of the Warrants.
4. Representations and Warranties of the Company. The Company and
Compu-Color hereby represent and warrant to the Investor that:
4.1 Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Compu-Color is a corporation duly organized, validly existing
and in good standing under the laws of the State of Iowa. The Company and
Compu-Color are duly qualified and in good standing in each state where the
character or location of the properties owned or leased by the Company or
Compu-Color or the nature of the business conducted by the Company or Compu-
Color makes such qualification necessary.
4.2 Capital Stock. The Company has an authorized capitalization
consisting of 10,000,000 shares of common stock, $.001 par value, of which
120,000 shares are issued and outstanding. All such outstanding shares have been
duly authorized and validly issued and are fully paid and nonassessable.
4.3 Authorization. All corporate action on the part of the Company
and Compu-Color necessary for the authorization, execution and delivery of this
Agreement, the performance of all obligations of the Company and Compu-Color
hereunder, and the authorization, issuance and delivery of the Note, the
Warrants and Common Stock deliverable upon exercise of Warrants has been taken
or will be taken prior to the Closing, and this Agreement constitutes the valid
and legally binding obligations of the Company and Compu- Color, enforceable in
accordance with its respective terms except as enforcement may be limited
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by bankruptcy, insolvency, moratorium and similar laws of general application
affecting creditors' rights, and except as enforcement may be limited by general
equitable principles.
4.4 Valid Issuance of Shares. The Common Stock deliverable upon
exercise of the Warrants, when issued, sold and delivered in accordance with the
prescribed consideration, will be duly and validly issued, fully paid and
nonassessable.
4.5 Public Offering. The Company intends to file on or before July
15, 1995 an Amendment to Registration Statement, to register 1,100,0000 Units;
each Unit consisting of one share of Common Stock, one Redeemable Class A
Warrant and one Redeemable Class B Warrant (the "Initial Public Offering").
5. Representations and Warranties of the Investor. The Investor
represents and warrants to the Company as follows:
5.1 Authorization. This Agreement has been duly executed and
delivered by the Investor and, assuming execution and delivery by the Company,
this Agreement constitutes a valid obligation of the Investor.
5.2 Purchase Entirely for Own Account. This Agreement is made with
the Investor in reliance upon the Investor's representation to the Company,
which by the Investor's execution of this Agreement Investor hereby confirms,
that the Warrants and Shares deliverable upon exercise of the Warrants to be
received by Investor will be acquired for investment for Investor's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that Investor has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing
this Agreement, the Investor further represents that he does not have any
contract, undertaking, agreement or
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arrangement with any person to sell, transfer or grant participation to such
person or to any third person, with respect to any such securities. The Investor
represents that he has full power and authority to enter into and perform this
Agreement.
5.3 Investment Experience. The Investor acknowledges that he is
able to fend for himself, can bear the economic risk of his investment and has
such knowledge and experience in financial or business matters that he is
capable of evaluating the merits and risks of the investment in the Warrants and
Shares deliverable upon exercise of the Warrants.
5.4 Accredited Investor. Except as disclosed in writing to the
Company, prior to the Closing, the Investor is an "accredited investor" within
the meaning of SEC Rule 501 of Regulation D, as presently in effect.
5.5 Restricted Securities. The Investor understands that the
Warrants and Shares deliverable upon exercise of the Warrants are characterized
as "restricted securities" under the federal securities laws inasmuch as they
are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may
be resold without registration under the Act only in certain limited
circumstances. In this connection, the Investor represents that he is familiar
with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.
5.6 Legends. It is understood that the certificates evidencing
shares deliverable upon exercise of the Warrants may bear the following or
similar legend:
These Securities have not been registered under the Securities Act
of 1933 and any transfer, sale or disposition may be made only in
compliance with the registration provisions of the Securities Act
or an exemption from the provisions thereof.
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6. Conditions to Investor's Obligations at Closing. The obligations
of the Investor under this Agreement are subject to the fulfillment at or before
the Closing of each of the following conditions:
6.1 Representations and Warranties. The representations and
warranties of the Company and Compu-Color contained in Section 4 shall be true
in all material respects on and as of the Closing Date with the same effect as
if made on and as of the Closing Date.
6.2 Performance. The Company and Compu-Color shall have performed
or fulfilled all agreements and conditions contained in this Agreement required
to be performed or fulfilled by the Company or Compu-Color on or before the
Closing.
6.3 Legal Opinion. The Company and Compu-Color shall deliver to
the Investor an opinion of counsel for the Company and Compu-Color that (i) the
Warrants are and the Common Stock when issued will be duly authorized and
validly issued and (ii) this Agreement, the Note and Warrant Agreement
constitute the valid and legally binding obligations of the Company and
Compu-Color, enforceable in accordance with its respective terms except as
enforcement may be limited by bankruptcy, insolvency, moratorium and similar
laws of general application affecting creditors' rights, and except as
enforcement may be limited by general equitable principles; provided, however,
such opinion shall be given as if Illinois law was applicable to this Agreement,
the Warrant Agreement and the Note.
7. Conditions of the Company's Obligations at Closing. The
obligations of the Company and Compu-Color under this Agreement are subject to
the fulfillment at or before the Closing of each of the following conditions,
any of which may be waived in writing by the Company.
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7.1 Representations and Warranties. The representations and
warranties of the Investor contained in Section 5 shall be true on and as of
Closing Date with the same effect as though said representations and warranties
had been made on and as of the Closing.
7.2 Performance. The Investor shall have performed or fulfilled
all agreements and conditions contained in this Agreement required to be
performed or fulfilled by the Investor on or before the Closing.
7.3 Closing - All or Nothing. The Lender and Investor shall have
performed all obligations hereunder including, without limitation, tendered the
Loan amount and the Warrant purchase price.
8. Registration Rights.
8.1 Definitions. As used herein:
(a) The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Act and the declaration or ordering of the
effectiveness of such registration statement.
(b) For the purposes of this Section 8, the term "Registrable
Securities" means (i) any and all Warrants owned by the Holders, (ii) any and
all shares of Common Stock of the Company owned by the Holders, including shares
issuable or issued upon exercise of the Warrants, (iii) stock or warrants issued
in lieu thereof in any reorganization and (iv) stock or Warrants issued in
respect of the stock referred to in (ii) and (iii) above or Warrants as a result
of a stock split, stock dividend, recapitalization or combination.
(c) The terms "Holder" or "Holders" mean the Investor or
qualifying transferees hereunder who hold Registrable Securities.
8.2 Piggy Back Rights.
(a) Subject to subsection 8.9, at any time the Company shall
determine to register any of its securities, for its own account or the account
of any of its shareholders, other than (i) registration relating solely to
employee stock options or purchase plans, (ii) a registration relating solely to
an SEC Rule 145 transaction, or (iii) a registration under the terms
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of that certain letter of intent between the Company and Xxxxxx, Xxxxxxx Inc.
dated April 4, 1995, as amended or modified, the Company will:
(i) promptly give to each Holder written notice thereof
(which shall include a list of the jurisdictions in which the
Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and
(ii) include in such registration (and any related
qualifications under blue sky laws-or other compliance), and in
any underwriting involved therein, all of the Registrable
Securities specified in a written request or requests, made within
30 days after receipt of such written notice from the Company by
any Holder or Holders, except as set forth in subsection 10.1.2(b)
below.
(b) Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to subsection 8.2(a)(l). In such event the right of any Holder to
registration pursuant to this subsection 8.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall (together with the Company and the other Holders distributing
their Registrable Securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 8.2 if the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriter may limit the number of Registrable Securities to be included in the
registration and underwriting, or may exclude Registrable Securities entirely
from such registration and underwriting. The Company shall so advise all Holders
of Registrable Securities which would otherwise be registered and underwritten
pursuant hereto, and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall, subject to the provisions
of the contractual registration rights of others, be allocated among all of the
Company's shareholders (including the Holders) who have indicated an intention
to include securities in the registration statement, in proportion, as nearly as
practicable, to the respective amounts of securities held by such shareholders
at the time of filing the registration statement. If any Holder disapproves of
the term of any such underwriting, he may elect to withdraw therefrom by written
notice to the Company and the underwriter. Notwithstanding anything to the
contrary contained herein, the Company may at any time determine not to proceed
with any registration theretofore proposed.
8.3 Demand Rights. Subject to subsection 8.9, the Company agrees
that the Investor shall have the right to be exercised for one time only to
register Registerable Securities.
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If the Company shall receive at any time after the date hereof, a written
request from the Holders of a majority of Registrable Securities then
outstanding that the Company file a registration statement under the Act
covering the registration of at least fifty percent (50%) of the Registerable
Securities then outstanding, then the Company shall effect as soon as
practicable, and in any event shall use its best efforts to effect within 60
days of the receipt of such request, the registration under the Act of all
Registrable Securities which the Holders request to be registered. If the
Company shall have given notice of redemption of all of the then outstanding
Warrants under the terms of the Warrant Agreement, then (provided the Holders
shall not have theretofore exercised their demand rights under this Section 8.3)
upon the giving of such notice, all of the Holders shall be deemed to have
exercised their demand rights under this Section 8.3 with respect to all
Registrable Securities held by them; provided, however, if the exercise of
redemption is withdrawn by the Company or if the registration statement which is
filed as a result of the deemed exercise of demand rights is not declared
effective, then the demand rights of such Holders shall not be deemed to have
been exercised. If the Company shall have given notice of redemption of less
than all of the Warrants, then (provided the Holders shall not have theretofore
exercised their demand rights under this Section 8.3) upon the giving of such
notice, only those Holders of Warrants called for redemption shall be deemed to
have exercised their demand rights under this Section 8.3, and only with respect
to the Common Stock issuable upon exercise of such Warrants called for
redemption, and the Holders of Registrable Securities other than the Warrants
called for redemption (including those persons who may be Holders of both the
Warrants called for redemption and other Registrable Securities) shall continue
to have the demand registration rights provided by this Section 8.3 with respect
to all of such Registrable Securities, other than shares of Common Stock
issuable upon exercise of the Warrants called for redemption, as though no
demand registration shall have been deemed exercised.
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8.4 Expenses of Registration. All expenses incurred in connection
with any registration pursuant to this Section 8, including, without limitation,
all registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and expenses of any special audits of
the Company's financial statements incidental to or required by such
registration, shall be borne by the Company. The Company shall not be required
to pay underwriters' fees, discounts or commissions relating to Registrable
Securities.
8.5 Registration Procedures. In the case of each registration
effected by the Company pursuant to this Section 8, the Company will keep each
Holder participating therein advised in writing as to the initiation of each
registration and as to the completion thereof at its expense the Company will:
(a) keep such registration pursuant to this Section 8
effective for a period of 180 days or until the Holder or Holders have completed
the distribution described in the registration statement relating thereto,
whichever first occurs; and
(b) furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request.
(c) maintain in effect the same registered status of the
Registerable Securities as the Company maintains for the Class A and Class B
Warrants issued pursuant to the Initial Public Offering.
8.6 Indemnification.
(a) The Company will indemnify each Holder of Registrable
Securities, each of it officers, directors and partners, and each person
controlling such Holder, with respect to which such registration has been
effected pursuant to Section 8, and each underwriter, if any, and each person
who controls any underwriter, of the Registrable Securities held by or issuable
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to such Holder, against all claims, losses, expenses, damages and liabilities
(or actions in respect thereto) arising out of or based on an untrue statement
(or alleged untrue statement) of a material fact contained in any final
prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Act or any state securities law applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, and will reimburse each such Holder, each
of its officers, directors and partners, and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
for any reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action, provided that the indemnity contained in this paragraph shall not apply
to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of the Company (which
consent will not be unreasonably withheld) and provided further that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage or liability arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by such Holder
or underwriter specifically for use therein.
(b) Each Holder will, if Registrable Securities held by or
issuable to such Holder are included in the securities as to which such
registration is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by such
a registration statement, and each person who controls the Company or an
underwriter within the meaning of the Act, against ail claims, losses expenses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, final prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements contained therein not misleading, and will reimburse the Company,
such directors, officers, partners, persons or underwriters and such controlling
persons for any reasonable legal or any other expenses incurred in connection
with investigating, defending or settling any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, final prospectus, offering
circular'or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder specifically for use
therein; and provided further that the indemnity contained in this paragraph
shall not apply to amounts paid in settlement of any such claim, loss, damage,
liability or action if such settlement is effected without the consent of the
Holder (which consent will not be unreasonably withheld).
(c) Each party entitled to indemnification under this Section
8 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the
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"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at such party's expense, and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of it obligations
hereunder, unless such failure resulted in actual detriment to the Indemnifying
Party. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.
(d) In the event that the parties to any such action described
above (including impleaded parties) include both the Company and the Investor
and the Investor shall have been advised by counsel chosen by it and
satisfactory to the Company that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company, the Company shall not have the right to assume the defense of such
action on behalf of the Investor and will reimburse the Investor as aforesaid
for the reasonable fees and expenses of any counsel retained by him, it being
understood that the Company shall not, in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expense of more than one separate firm of attorneys. The Company agrees to
notify the Investor within a reasonable time of the assertion of any claim
against it, any of its officers or directors or any person who controls the
Company within the meaning of the Act or the 1934 Act, in connection with the
sale of any securities or Registrable Securities.
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this subsection 8.6
is applicable, but for any reason is held to be unavailable from an indemnifying
party, such indemnifying party shall contribute to the aggregate losses, claims
and liabilities (including any investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claim asserted, but after deducting any contribution received
by the Company from persons other than the other indemnifying parties, such as
persons who control the Company within the meaning of the Act or the Exchange
Act, officers of the Company who signed the Registration Statement and directors
of the Company, who may also be liable for contribution), to which an
indemnified party is subject in a proportion which is appropriate to reflect the
relative benefits received by the Company and each Holder and other selling
stockholder from the offering and also the relative fault of the Company, each
Holder and other selling stockholder in connection with the statements or
omissions that resulted in such losses, claims and liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Company, and each Holder and selling stockholder shall be deemed to
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be in the same proportion as the net proceeds of the offering received by the
Company and each Holder and selling stockholder. The relative fault shall be
determined with reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, or a Holder or
selling stockholder; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section ll(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this subsection 8.6(e), each person, if any,
who controls a Holder within the meaning of the Act shall have the same rights
to contribution as such Holder, and each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section,
notify such party or parties from whom contribution may be sought but the
omission so to notify such party or parties from whom contribution may be sought
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder except to the extent that the
failure to so notify has caused substantial prejudice to the right of the
indemnifying party or its ability to defend the underlying claim. No party shall
be liable for contribution with respect to any action or claim settled without
its consent.
8.7 Information and Cooperation by Holder. The Holder or Holders
of Registrable Securities included in any registration shall (a) promptly
furnish to the Company such information regarding such Holder or Holders and the
distribution proposed by such Holder or Holders as the Company may reasonably
request in writing and as shall be required in connection with any registration
referred to herein and (b) cooperate with the Company and its underwriter in any
other reasonable requirements.
8.8 Rule 144 Reporting. With a view to making available to Holders
of Registrable Securities the benefits of certain rules and regulations of the
SEC which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees that at all times after the expiration
of 90 days from the effective date of the first registration statement filed by
the Company for an offering of its securities to the general public, it will:
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(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other
.documents required of the Company under the Act and the Exchange Act;
(c) so long as a Holder owns any Registrable Securities,
furnish to each such holder forthwith upon such Holder's request a written
statement by the Company as to its compliance with the reporting requirements of
said Rule 144 (at any time after the expiration of 90 days from the effective
date of the first registration statement filed by the Company for an offering of
its securities to the general public), and of the Act and the Exchange Act (at
any time after it has become subject to such reporting requirements), a copy of
the most recent annual or quarterly report of the Company, and such other
reports and documents so filed by the Company as each such Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing such
Holder to sell any such securities without registration.
8.9 Limitations on Registration Rights. The registration rights
granted pursuant to subsections 8.2 and 8.3 may only be exercised on and after
the nine month period beginning on the effective date of the Company's Initial
Public Offering and no registration statement filed pursuant to such
registration rights may be effective before the first anniversary of the
effective date of the Company's Initial Public Offering; provided, however, to
the extent required by the National Association of Securities Dealers, Inc.
("NASD") in connection with the Initial Public Offering, the Holders agree to
delay the filing date or effective date of such registration statement. The
company will use its best efforts to cause the underwriter for the Company in
the Initial Public Offering to allow a representative of the Investor to
participate in discussions with the NASD. The registration rights granted
pursuant to this subsection'8.2 shall terminate as to each Holder on the fifth
anniversary of the date hereof.
9. Miscellaneous.
9.1 Entire Agreement: Successors and Assigns. This Agreement and
the schedules and exhibits hereto constitute the entire contract between the
parties relative to the
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subject matter hereof. Any previous agreement among the parties is superseded
by this Agreement. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective executors, administrators,
heirs, successors, and permitted assigns of the parties.
9.2 Headings. The headings of the Sections of this Agreement are
for convenience and shall not by themselves determine the interpretation of this
Agreement.
9.3 Notices. Any notice required or permitted hereunder shall be
given in writing and shall be conclusively deemed effectively given upon
personal delivery, or three days after deposit in the United States mail, by
registered or certified mail, addressed to the Company or the Investor as
follows: (i) if to the Company or Compu-Color, to it at 0000-X Xxxxx Xxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: President, and (ii) if to the
Investor, to such person at the address specified under such person's signature
line below, or in any case at such other address as such party may designate by
ten (10) days' advance written notice to the other parties.
9.4 Amendment of Agreement. Any provision of this Agreement may be
amended by a written instrument signed by the Company, Compu-Color and the
Investor.
9.5 Governing Law: Consent to Jurisdiction. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Pennsylvania applicable to contracts entered into and wholly to be performed
within the State of Pennsylvania, without regard to its conflict of laws rules.
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9.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
DIGITAL DESCRIPTOR SYSTEMS, INC.,
a Delaware corporation
By:______________________________
President
COMPU-COLOR, INC.,
an Iowa corporation
By:______________________________
President
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SCHEDULE A-1
(COUNTERPART SIGNATURE PAGE)
The undersigned Investor hereby executes this counterpart signature page to that
Warrant Purchase Agreement dated as of June 16, 1995 (the "Agreement") by and
between Digital Descriptor Systems, Inc., a Delaware corporation (the
"Company"), Compu-Color, Inc., an Iowa corporation, and the Investor and agrees
to subscribe for and purchase the following Warrants for the price(s) indicated
in accordance with the terms and conditions of the Agreement.
Redeemable Class A-1 Warrants
to Purchase 20,000 shares of
Common Stock: $20.00
Redeemable Class B-1 Warrants
to Purchase 20,000 shares of
Common Stock: $20.00
TOTAL $40.00
____________________________________
Signature of Investor
XXXXXX XXXX
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Printed Name
____________________________________
Street Address Suite/Apt.#
____________________________________
City State Zip Code
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