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MEDIA LOGIC, INC
________________________________________
1,000,000 shares of
Common Stock
_________________________________________
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. ACKNOWLEDGMENTS 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 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 convenants 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;
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(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
parities.
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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Title: Chief Executive Officer
THE PURCHASER: /s/ Xxxxxxx Xxxxxxx
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