UNDERWRITERS' WARRANT AGREEMENT - Page 1
UNDERWRITERS' WARRANT AGREEMENT
__________ __, ▇▇▇▇
▇▇▇▇▇▇▇▇ SECURITIES, INC.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
Streamedia Communications, Inc., a Delaware corporation (the
"Company"), hereby agrees to sell to you, the underwriter, 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 ___________ __, 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 120% 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 Section ___ of 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 ____________, 1999, by its proper corporate
officers thereunto duly authorized.
UNDERWRITERS' WARRANT AGREEMENT - Page 1
STREAMEDIA COMMUNICATIONS, INC.
By:
Name:
Title:
UNDERWRITERS' WARRANT AGREEMENT - Page 1 The above Underwriters' Warrant
Agreement is confirmed
this ____ day of ____________, 1999
REDSTONE 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: