UNDERWRITERS' WARRANT AGREEMENT
December __, 1999
INSTITUTIONAL EQUITY CORPORATION
0000 Xxxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
CAPITAL WEST SECURITIES, INC.
One Leadership Square
Suite 200
211 North Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Gentlemen:
Streamedia Communications, Inc., a Delaware corporation (the
"Company"), hereby agrees to sell to you, the co-lead underwriters, and you
hereby agree to purchase from the Company at a purchase price of $100.00, unit
purchase warrants (the "Underwriters' Warrants") covering 100,000 of the
Company's units (the "Units"), each Unit consisting of one share of the
Company's Common Stock and one Redeemable Common Stock Purchase Warrant (the
"Redeemable Warrants") issued in accordance with the terms of a warrant
agreement (the "Public Warrant Agreement") dated as of December __, 1999,
between the Company and American Stock Transfer & Trust Company, as warrant
agent (the "Warrant Agent"). The Underwriters' Warrants will be exercisable by
you as to all or any lesser number of Units covered thereby, at the Purchase
Price per Unit as defined below, at any time and from time to time on and after
the first anniversary of the date hereof and ending at 5:00 p.m. on the fifth
anniversary of the date hereof.
1. Definitions.
As used herein the following terms, unless the context otherwise
requires, shall have for all purposes hereof the following meanings:
The term "Common Stock" refers to all stock of any class or classes
(however designated) of the Company, now or hereafter authorized, the holders of
which shall have the right without limitation as to amount, either to all or to
a part of the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the holders of which shall ordinarily, in the absence of contingency, be
entitled to vote for the election of a majority of the directors of the Company
(even though the right so to vote has been suspended by the occurrence of such a
contingency).
The term "Underlying Common Stock" refers to the shares of Common Stock
(or Other Securities) issuable under this Agreement pursuant to the exercise, in
whole or in part, of the Redeemable Warrants or the Underwriters' Warrants.
The term "Other Securities" refers to any securities of the Company or
any other person (corporate or otherwise) which the holders of the Underwriters'
Warrants at any time shall be entitled to receive, or shall have received, upon
the exercise of the Underwriters' Warrants, in lieu of or in addition to Common
Stock and Redeemable Warrants, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock, Redeemable
Warrants or Other Securities pursuant to Section 7 below or otherwise.
The term "Registration Statement" refers, collectively, to the
Registration Statements relating to the registration of the Units, Common Stock
and Redeemable Warrants with the Securities and Exchange Commission (the
"Commission") pursuant to the Rules and Regulations of the Commission under the
Securities Act of 1933, as amended (the "Act").
The term "Purchase Price" refers to the purchase price of the Units
subject to this Agreement. The initial Purchase Price shall equal 135% of the
offering price per Unit as set forth in the Registration Statement.
The purchase and sale of the Underwriters' Warrants shall take place,
and the purchase price therefore shall be paid by delivery of your check,
simultaneously with the purchase of and payment for any Units of the Company as
provided in that certain Underwriting Agreement relating to the public offering
covered by the Registration Statement.
2. Representations and Warranties.
The Company represents and warrants to you as follows:
(a) Corporate Action. The Company has all requisite corporate power and
authority, and has taken all necessary corporate action, to execute and deliver
this Agreement, to issue and deliver the Underwriters' Warrants and certificates
evidencing same ("Underwriters' Warrant Certificates"), and to authorize and
reserve for issuance, and upon payment from time to time of the Purchase Price
to issue and deliver, the Units, including the Common Stock and the Redeemable
Warrants and shares of Common Stock underlying the Redeemable Warrants.
(b) No Violation. Neither the execution nor delivery of this Agreement,
the consummation of the actions herein contemplated nor compliance with the
terms and provisions hereof will conflict with, or result in a breach of, or
constitute a default or an event permitting acceleration under, any of the
terms, provisions or conditions of the Articles of Incorporation or Bylaws of
the Company or any indenture, mortgage, deed of trust, note, bank loan, credit
agreement, franchise, license, lease, permit, judgment, decree, order, statute,
rule or regulation or any other agreement, understanding or instrument to which
the Company is a party or by which it is bound.
3. Compliance with the Act.
(a) Transferability of Underwriters' Warrants. You agree that the
Underwriters' Warrants may not be transferred, sold, assigned or hypothecated
prior to the first anniversary date of the effective date of the Registration
Statement, except to (i) persons who are officers of you; (ii) a successor to
you in a merger or consolidation; (iii) a purchaser of all or substantially all
of your assets; (iv) your shareholders in the event you are liquidated or
dissolved; (v) participating broker-dealers; and (vi) persons who are partners
or officers of participating broker-dealers.
(b) Registration of Underlying Common Stock. The Underlying Common
Stock has not been registered for resale under the Act and no registration
rights have been granted to the Underwriters. You agree not to make any sale or
other disposition of the Underlying Common Stock except pursuant to a
registration statement which has become effective under the Act, setting forth
the terms of such offering, the underwriting discount and the commissions and
any other pertinent data with respect thereto, unless you have provided the
Company with an opinion of counsel reasonably acceptable to the Company that
such registration is not required.
4. Exercise of Underwriters' Warrants; Partial Exercise.
(a) Exercise in Full. Each Underwriters' Warrant may be exercised in
full by the holder thereof by surrender of the Underwriters' Warrant
Certificate, with the form of subscription at the end thereof duly executed by
such holder, to the Company at its principal office, accompanied by payment, in
cash or by certified or bank cashiers check payable to the order of the Company,
in the respective amount obtained by multiplying the number of Units represented
by the Underwriters' Warrant Certificate (after giving effect to any adjustment
therein as provided in Section 7 below) by the Purchase Price.
(b) Partial Exercise. Each Underwriters' Warrant may be exercised in
part by surrender of the Underwriters' Warrant Certificate in the manner and at
the place provided in Subsection 4(a) above, accompanied by payment, in cash or
by certified or bank cashiers check payable to the order of the Company, in the
respective amount obtained by multiplying the number of Units designated by the
holder in the form of subscription attached to the Underwriters' Warrant
Certificate by the Purchase Price (after giving effect to any adjustment therein
as provided in Section 7 below). Upon any such partial exercise, the Company at
its expense will forthwith issue and deliver to or upon the order of the
purchasing holder, a new Underwriters' Warrant Certificate or Certificates of
like tenor, in the name of the holder thereof or as such holder (upon payment by
such holder of any applicable transfer taxes) may request calling in the
aggregate for the purchase of the number of Units equal to the number of Units
called for on the face of the Underwriters' Warrant Certificate (after giving
effect to any adjustment therein as provided in Section 7 below) minus the
number of Units (after giving effect to such adjustment) designated by the
holder in the aforementioned form of subscription.
(c) Company to Reaffirm Obligations. The Company will, at the time of
any exercise of any Underwriters' Warrant, upon the request of the holder
thereof, acknowledge in writing its continuing obligation to afford to such
holder any rights to which such holder shall continue to be entitled after such
exercise in accordance with the provisions of this Agreement; provided, however,
that if the holder of an Underwriters' Warrant shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.
5. Redemption of Warrants.
All terms applicable to the redemption of the Redeemable Warrants
underlying the Underwriters' Warrants shall be identical to the redemption
provisions of the Redeemable Warrants set forth in the Public Warrant Agreement.
6. Delivery of Certificates, etc, on Exercise.
As soon as practicable after the exercise of any Underwriters' Warrant
in full or in part, and in any event within twenty days thereafter, the Company
at its expense (including the payment by it of any applicable issue taxes) will
cause to be issued in the name of and delivered to the purchasing holder
thereof, a certificate or certificates for the number of Units, Redeemable
Warrants and fully paid and nonassessable shares of the Underlying Common Stock
to which such holder shall be entitled upon such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash in an
amount determined pursuant to Section 8(g), together with any Other Securities
and property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to Section 7 below or otherwise.
7. Anti-dilution Provisions.
The Underwriters' Warrants are subject to the following terms and
conditions during the term thereof:
(a) Stock Distributions and Splits. In case (i) the outstanding shares
of the Common Stock (or Other Securities) shall be subdivided into a greater
number of shares or (ii) a dividend or other distribution in Common Stock (or
Other Securities) shall be paid in respect of Common Stock (or Other
Securities), the Purchase Price in effect immediately prior to such subdivision
or at the record date of such dividend or distribution shall simultaneously with
the effectiveness of such subdivision or immediately after the record date of
such dividend or distribution be proportionately reduced; and if outstanding
shares of Common Stock (or Other Securities) shall be combined into a smaller
number of shares thereof, the Purchase Price in effect immediately prior to such
combination shall simultaneously with the effectiveness of such combination be
proportionately increased. Any dividend or other distribution paid on the Common
Stock (or Other Securities) in stock or any other securities convertible into
shares of Common Stock (or Other Securities) shall be treated as a dividend paid
in Common Stock (or Other Securities) to the extent that shares of Common Stock
(or Other Securities) are issuable upon the conversion thereof.
(b) Adjustments. Whenever the Purchase Price is adjusted as provided in
Subsection 7(a) above, the number of shares of the Underlying Common Stock
purchasable upon exercise of the Underwriters' Warrants immediately prior to
such Purchase Price adjustment shall be adjusted, effective simultaneously with
such Purchase Price adjustment, to equal the product obtained (calculated to the
nearest full share) by multiplying such number of shares of the Underlying
Common Stock by a fraction, the numerator of which is the Purchase Price in
effect immediately prior to such Purchase Price adjustment and the denominator
of which is the Purchase Price in effect upon such Purchase Price adjustment,
which adjusted number of shares of the Underlying Common Stock shall thereupon
be the number of shares of the Underlying Common Stock purchasable upon exercise
of the Underwriters' Warrants until further adjusted as provided herein.
(c) Reorganizations, Mergers and Consolidations. In case the capital
stock of the Company shall be recapitalized including, without limitation, by
reclassifying its outstanding Common Stock (or Other Securities) into a stock
with a different par value or by changing its outstanding Common Stock (or Other
Securities) with par value to stock without par value, then, as a condition of
such recapitalization, lawful and adequate provision shall be made whereby each
holder of an Underwriters' Warrant shall thereafter have the right to purchase,
upon the terms and conditions specified herein, in lieu of the Units theretofore
purchasable upon the exercise of the Underwriters' Warrants, the kind and amount
of shares of stock or Other Securities receivable upon such recapitalization by
a holder of the number of shares of Common Stock (or Other Securities) which the
holder of an Underwriters' Warrant would have had the right to have purchased
immediately prior to such recapitalization. If any consolidation or merger of
the Company with another corporation, or the sale of all or substantially all of
its assets to another corporation, shall be effected in such a way that holders
of Common Stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as a condition of such
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the holder hereof shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions specified in this
Agreement and in lieu of the Units immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such shares of
stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby had such
consolidation, merger or sale not taken place, and in any such case, appropriate
provision shall be made with respect to the rights and interests of the holders
of Underwriters' Warrants to the end that the provisions hereof (including
without limitation provisions for adjustments of the Purchase Price and of the
number of shares purchasable and receivable upon the exercise of the
Underwriters' Warrants) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof (including an immediate adjustment, by reason of such
consolidation or merger, of the Purchase Price to the value for the Common Stock
reflected by the terms of such consolidation or merger if the value so reflected
is less than the Purchase Price in effect immediately prior to such
consolidation or merger). In the event of a merger or consolidation of the
Company with or into another corporation as a result of which a number of shares
of common stock of the surviving corporation greater or lesser than the number
of shares of Common Stock of the Company outstanding immediately prior to such
merger or consolidation are issuable to holders of Common Stock of the Company,
then the Purchase Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock of the
Company. The Company will not effect any such consolidation, merger or sale,
unless prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and mailed or
delivered to the registered holder hereof at the last address of such holder
appearing on the books of the Company, the obligation to deliver to such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to purchase.
(d) Effect of Dissolution or Liquidation. In case the Company shall
dissolve or liquidate all or substantially all of its assets, all rights under
this Agreement shall terminate as of the date upon which a certificate of
dissolution or liquidation shall be filed with the Secretary of the State of
Delaware (or, if the Company theretofore shall have been merged or consolidated
with a corporation incorporated under the laws of another state, the date upon
which action of equivalent effect shall have been taken); provided, however,
that (i) no dissolution or liquidation shall affect the rights under Subsection
7(c) of any holder of an Underwriters' Warrant and (ii) if the Company's Board
of Directors shall propose to dissolve or liquidate the Company, each holder of
an Underwriters' Warrant shall be given written notice of such proposal at the
earlier of (A) the time when the Company's shareholders are first given notice
of the proposal or (B) the time when notice to the Company's shareholders is
first required.
(e) Notice of Change of Purchase Price. Whenever the Purchase Price or
the kind or amount of securities purchasable under the Underwriters' Warrants
shall be adjusted pursuant to any of the provisions of this Agreement, the
Company shall forthwith thereafter cause to be sent to each holder of an
Underwriters' Warrant, a certificate setting forth the adjustments in the
Purchase Price and/or in such number of shares, and also setting forth in detail
the facts requiring such adjustments, including without limitation a statement
of the consideration received or deemed to have been received by the Company for
any additional shares of stock issued by it requiring such adjustment. In
addition, the Company at its expense shall within 90 days following the end of
each of its fiscal years during the term of this Agreement, and promptly upon
the reasonable request of any holder of an Underwriters' Warrant in connection
with the exercise from time to time of all or any portion of any Underwriters'
Warrant, cause independent certified public accountants of recognized standing
selected by the Company to compute any such adjustment in accordance with the
terms of the Underwriters' Warrants and prepare a certificate setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
(f) Notice of a Record Date. In the event of (i) any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend payable out of earned surplus of the Company) or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, (ii) any capital reorganization of the Company, or any
reclassification or recapitalization of the capital stock of the Company, or any
transfer of all or substantially all of the assets of the Company to, or
consolidation or merger of the Company with or into, any other person or (iii)
any voluntary or involuntary dissolution or liquidation of the Company, then and
in each such event the Company will mail or cause to be mailed to each holder of
an Underwriters' Warrant a notice specifying not only the date on which any such
record is to be taken for the purpose of such dividend, distribution or right
and stating the amount and character of such dividend, distribution or right,
but also the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 20 days prior to the proposed record date
therein specified.
8. Further Covenants of the Company.
(a) Reservation of Stock. The Company shall at all times reserve and
keep available, solely for issuance and delivery upon the exercise of the
Underwriters' Warrants, all shares of the Underlying Common Stock from time to
time issuable upon the exercise of the Redeemable Warrants and the Underwriters'
Warrants and shall take all necessary actions to ensure that the par value per
share, if any, of the Underlying Common Stock is, at all times equal to or less
than the then effective Purchase Price.
(b) Title to Units. All Units and shares of the Underlying Common Stock
and Redeemable Warrants delivered upon the exercise of the Underwriters'
Warrants shall be validly issued, fully paid and nonassessable; each holder of
an Underwriters' Warrant shall receive good and marketable title to the Units
and Underlying Common Stock and Redeemable Warrants, free and clear of all
voting and other trust arrangements, liens, encumbrances, equities and claims
whatsoever; and the Company shall have paid all taxes, if any, in respect of the
issuance thereof.
(c) Listing on Securities Exchanges; Registration. If the Company at
any time shall list any Units, Underlying Common Stock or Redeemable Warrants on
any national securities exchange, the Company will, at its expense, use its best
reasonable efforts to simultaneously list on such exchange, upon official notice
of issuance upon the exercise of the Underwriters' Warrants, and maintain such
listing of, all Units, Redeemable Warrants and shares of the Underlying Common
Stock from time to time issuable upon the exercise of the Underwriters'
Warrants; and the Company will so list on any national securities exchange, will
so register and will maintain such listing of, any Other Securities if and at
the time that any securities of like class or similar type shall be listed on
such national securities exchange by the Company.
(d) Exchange of Underwriters' Warrants. Subject to Subsection 3(a)
hereof, upon surrender for exchange of any Underwriters' Warrant Certificate to
the Company, the Company at its expense will promptly issue and deliver to or
upon the order of the holder thereof a new Underwriters' Warrant Certificate or
Certificates of like tenor, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, calling in
the aggregate for the purchase of the number of shares of the Underlying Common
Stock called for on the face or faces of the Underwriters' Warrant Certificate
or Certificates so surrendered.
(e) Replacement of Underwriters' Warrants. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Underwriters' Warrant Certificate and, in the case of any such
loss, theft or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such Underwriters' Warrant
Certificate, the Company, at the expense of the Underwriters' Warrant holder
will execute and deliver, in lieu thereof, a new Underwriters' Warrant
Certificate of like tenor.
(f) Reporting by the Company. The Company agrees that, if it files a
Registration Statement during the term of the Underwriters' Warrants, it will
use its best reasonable efforts to keep current in the filing of all forms and
other materials which it may be required to file with the appropriate regulatory
authority pursuant to the Securities Exchange Act of 1934, as amended, and all
other forms and reports required to be filed with any regulatory authority
having jurisdiction over the Company.
(g) Fractional Shares. No fractional shares of Underlying Common Stock
are to be issued upon the exercise of any Underwriters' Warrant, but the Company
shall pay a cash adjustment in respect of any fraction of a share which would
otherwise be issuable in an amount equal to the same fraction of the highest
market price per share of Underlying Common Stock on the day of exercise, as
determined by the Company.
9. Other Holders.
The Underwriters' Warrants are issued upon the following terms, to all
of which each holder or owner thereof by the taking thereof consents and agrees
as follows: (a) any person who shall become a transferee, within the limitations
on transfer imposed by Subsection 3(a) hereof, of an Underwriters' Warrant
properly endorsed shall take such Underwriters' Warrant subject to the
provisions of Subsection 3(a) hereof and thereupon shall be authorized to
represent himself as absolute owner thereof and, subject to the restrictions
contained in this Agreement, shall be empowered to transfer absolute title by
endorsement and delivery thereof to a permitted bona fide purchaser for value;
(b) each prior taker or owner waives and renounces all of his equities or rights
in such Underwriters' Warrant in favor of each such permitted bona fide
purchaser, and each such permitted bona fide purchaser shall acquire absolute
title thereto and to all rights presented thereby; (c) until such time as the
respective Underwriters' Warrant is transferred on the books of the Company, the
Company may treat the registered holder thereof as the absolute owner thereof
for all purposes, notwithstanding any notice to the contrary and (d) all
references to the word "you" in this Agreement shall be deemed to apply with
equal effect to any person to whom an Underwriters' Warrant Certificate or
Certificates have been transferred in accordance with the terms hereof, and
where appropriate, to any person holding Units, Redeemable Warrants or shares of
the Underlying Common Stock.
10. Miscellaneous.
All notices, certificates and other communications from or at the
request of the Company to the holder of any Underwriters' Warrant shall be
mailed by first class, registered or certified mail, postage prepaid, to such
address as may have been furnished to the Company in writing by such holder, or,
until an address is so furnished, to the address of the last holder of such
Underwriters' Warrant who has so furnished an address to the Company, except as
otherwise provided herein. This Agreement and any of the terms hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware. The headings
in this Agreement are for reference only and shall not limit or otherwise affect
any of the terms hereof. This Agreement, together with the forms of instruments
annexed hereto as Schedule A, constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on this ____ day of December, 1999, by its proper corporate officers
thereunto duly authorized.
UNDERWRITERS' WARRANT AGREEMENT - Page 1
The above Underwriters'
Warrant Agreement is confirmed this ____ day of December,
1999
INSTITUTIONAL EQUITY CORPORATION
By:
Name:
Title:
CAPITAL WEST SECURITIES, INC.
By:
Name:
Title:
SCHEDULE A
STREAMEDIA COMMUNICATIONS, INC.
Unit Purchase Warrant
Certificate Evidencing Right to Purchase
__________ Units
This Warrant (the "Warrant") is to certify that ______________________
or assigns, is entitled to purchase at any time or from time to time after 9
A.M., Central Standard time, on _______________, 2000 and until 9 A.M., Central
Standard time, on _____________ __, 2004 up to the above referenced number of
Units consisting of one share of the Company's Common Stock (the "Shares") and
one Redeemable Common Stock Purchase Warrant (the "Redeemable Warrants"), of
Streamedia Communications, Inc., a Delaware corporation (the "Company"), for the
consideration specified in Section 1 of the Warrant Agreement (the
"Underwriters' Warrant Agreement") dated _______________, 1999 between the
Company and Redstone Securities, Inc. (the "Representative"), as representative
of the several underwriters listed in Schedule A, to that certain Underwriting
Agreement dated ________________, 1999 by and among the Company, the
Representative and certain Selling Shareholders of the Company, pursuant to
which this Warrant is issued. All rights of the holder of this Warrant
Certificate are subject to the terms and provisions of the Underwriters' Warrant
Agreement, copies of which are available for inspection at the office of the
Company.
The Units issuable upon the exercise of this Warrant have not been
registered under the Securities Act of 1933, as amended (the "Act"), and no
distribution of the Shares or Redeemable Warrants issuable upon exercise of this
Warrant may be made until the effectiveness of a registration statement under
the Act covering such Units. Transfer of this Warrant Certificate is restricted
as provided in Subsection 3(a) of the Underwriters' Warrant Agreement.
This Warrant has been issued to the registered owner in reliance upon
written representations necessary to ensure that this Warrant was issued in
accordance with an appropriate exemption from registration under any applicable
state and federal securities laws, rules and regulations. This Warrant may not
be sold, transferred, or assigned unless, in the opinion of the Company and its
legal counsel, such sale, transfer or assignment will not be in violation of the
Act, applicable rules and regulations of the Securities and Exchange Commission,
and any applicable state securities laws.
Subject to the provisions of the Act and of the Underwriters' Warrant
Agreement, this Warrant Certificate and all rights hereunder are transferable,
in whole or in part, at the offices of the Company, by the holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant
Certificate, together with the Assignment hereof duly endorsed. Until transfer
of this Warrant Certificate on the books of the Company, the Company may treat
the registered holder hereof as the owner hereof for all purposes.
Any Units, Redeemable Warrants or Shares which are acquired pursuant to
the exercise of this Warrant shall be acquired in accordance with the
Underwriters' Warrant Agreement and certificates representing all securities so
acquired shall bear a restrictive legend reading substantially as follows:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION
OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT REGISTRATION IS NOT
REQUIRED.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed on this ____ day of _____________, 1999, by its proper corporate
officer's thereunto duly authorized.
STREAMEDIA COMMUNICATIONS, INC.
By:
Name:
Title:
Attest:
Name:
SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: Streamedia Communications, Inc.
The undersigned, the holder of the enclosed Warrant Certificate, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
Certificate for, and to purchase thereunder, _________________*Units (as defined
in the Underwriters' Warrant Agreement to which the form of this Subscription
was attached) and herewith makes payment of $______________ therefor by cash,
certified check or official bank check, and requests that the certificate or
certificates for such shares be issued in the name of and delivered to the
undersigned.
Date:
Taxpayer ID No.:
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate)
(Address)
*Insert the number of shares called for on the face of the Warrant
Certificate (or, in the case of a partial exercise, the portion thereof as to
which the Warrant is being exercised), in either case without making any
adjustment for additional Units or other securities or property or cash which,
pursuant to the adjustment provisions of the Warrant, may be deliverable upon
exercise.
ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto _______________________________ the right represented by the enclosed
Warrant Certificate to purchase ________ Units with full power of substitution
in the premises.
The undersigned represents and warrants that the transfer, in whole in
or in part, of such right to purchase represented by the enclosed Warrant
Certificate is permitted by the terms of the Underwriters' Warrant Agreement
pursuant to which the enclosed Warrant has been issued, and the transferee
hereof, by his acceptance of this Assignment, represents and warrants that he is
familiar with the terms of such Underwriters' Warrant Agreement and agrees to be
bound by the terms thereof with the same force and effect as if a signatory
thereto.
Date:
Taxpayer ID No.:
Warrant Certificate No.:
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate)
(Address)
Signed in the presence of:
