Exhibit 4.3


 


THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.


 


 


COMMON STOCK PURCHASE WARRANT


 


	
  Original
  Issue Date:  March 30, 2004

  	
   

  	
  Number of
  Shares:  **25,500**

  



 


 


OMTOOL, LTD.


 


1.             Issuance.  This Warrant is issued to Broadband Capital
Management LLC by Omtool, Ltd., a Delaware corporation (hereinafter with its
successors called the “Company”).


 


2.             Purchase Price;
Number of Shares.  Subject to the
terms and conditions hereinafter set forth, the registered holder of this
Warrant (the “Holder”) is entitled upon surrender of this Warrant with
the subscription form annexed hereto duly executed, at the office of the
Company, 8A Industrial Way, Salem, New Hampshire 03079, or such other office as
the Company shall notify the Holder of in writing, to purchase from the
Company, at a price per share equal to Twelve Dollars ($12.00) (the “Purchase
Price”), Twenty-five Thousand Five Hundred (25,500) fully paid and nonassessable
shares (the “Warrant Shares”) of Common Stock, $0.01 par value per
share, of the Company (the “Common Stock”).  Until such time as this Warrant is exercised in full, expires or
otherwise terminates, the Purchase Price and the Common Stock issuable upon
exercise of this Warrant are subject to adjustment as hereinafter provided.


 


3.             Exercise Date.  Except as otherwise provided in this Section
3 or Section 10, this Warrant may only be exercised during the period
commencing on October 1, 2004 (the “Exercise Date”) and ending on the
Expiration Date (as defined in Section 7).


 


4.             Payment of
Purchase Price.  (a) The Purchase
Price may be paid by check or by wire transfer of immediately available funds.


 

















 


(b)           Net Issue Election.  The holder hereof may elect to receive,
without the payment by such holder of any additional consideration, shares
equal to the value of this Warrant or any portion hereof by the surrender of
this Warrant or such portion to the Company, with the form of subscription at
the end hereof duly executed by such holder, at the office of the Company.  Thereupon, the Company shall issue to such
holder such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:


X = Y (A-B)


  A


 


where     X =          the number of shares to be issued to such
holder pursuant to this subsection 1.4.


 


Y =          the number of shares
covered by this Warrant in respect of which the net issue election is made
pursuant to this subsection 1.4.


 


A =         the fair market value
(“FMV”) of one share of Common Stock, as determined in accordance with the
provisions of this Section 4(b), as at the time the net issue election is made
pursuant to this subsection 1.4.


 


B =          the Purchase Price in
effect under this Warrant at the time the net issue election is made pursuant
to this subsection 1.4.


 


For the purposes of this
Section 4(b), FMV shall be determined at the time of exercise and shall
mean:  (A) if the Common Stock is then
publicly traded, the average of the last sale price per share as reported by
the Nasdaq National Market or the Nasdaq SmallCap Market (or on any other
national securities exchange on which the Common Stock is traded) (or if the
last reported sale price is not available for any such days, the average of the
mean of the closing bid and ask prices for such days) for the ten (10) prior
trading days or (B) if the Common Stock is not then publicly traded, the fair
market value of one share of Common Stock shall be determined in good faith by
the Board of Directors of the Company. 
In the event the Common Stock is not publicly traded, the Board of
Directors of the Company shall promptly respond in writing to an inquiry by the
holder hereof as to the fair market value of one share of Common Stock for
purpose of this Section 4(b).


 


5.             Partial Exercise.  This Warrant may be exercised in part, in
which event the Holder shall be entitled to receive a new warrant, which shall
have the same terms and shall be dated as of the date of this Warrant, covering
the number of Warrant Shares in respect of which this Warrant shall not have
been exercised.


 


6.             Issuance Date.  The person or persons in whose name or names
any certificate representing shares of Common Stock is issued hereunder shall
be deemed to have become the holder of record of the shares represented thereby
as at the close of business on the date this Warrant is exercised with respect
to such shares, whether or not the transfer books of the Company shall be
closed.


 


2

















 


7.             Expiration Date.  Unless earlier terminated as provided in
Section 10, this Warrant shall expire on the close of business on September 30,
2009 (the “Expiration Date”), and shall be void thereafter.


 


8.             Reserved Shares;
Valid Issuance.  The Company
covenants that it will at all times from and after the date hereof reserve and
keep available such number of its authorized shares of Common Stock, free from
all preemptive or similar rights therein, as will be sufficient to permit the
exercise of this Warrant in full.  The
Company further covenants that such shares as may be issued pursuant to the
exercise of this Warrant will, upon issuance, be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issuance thereof.


 


9.             Adjustment.  Each of the Purchase Price and the number of
shares issuable on the exercise of this Warrant shall be subject to adjustment
from time to time upon the occurrence of the following events, after the
Original Issue Date.


 


(a)           Stock Splits, Stock
Dividends, Combinations.  In the
event that the Company shall after the Original Issue Date (i) issue additional
shares of the Common Stock as a dividend or other distribution on outstanding
Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii)
combine its outstanding shares of the Common Stock into a smaller number of
shares of the Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Purchase Price by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be
the Purchase Price then in effect.  The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described in this subsection
9(a).  The holder of this Warrant shall
thereafter, on the exercise hereof, be entitled to receive that number of
shares of Common Stock determined by multiplying the number of shares of Common
Stock which would otherwise (but for the provisions of this section 9(a)) be
issuable on such exercise by a fraction of which (i) the numerator is the
Purchase Price which would otherwise (but for the provisions of this section
9(a)) be in effect, and (ii) the denominator is the Purchase Price in effect on
the date of such exercise.


 


(b)           No Voting or
Dividend Rights.  Nothing contained
in this Warrant shall be construed as conferring upon the Holder hereof the
right to vote or to consent or to receive notice as a stockholder in respect of
meetings of stockholders for the election of directors of the Company, to give
or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value,
consolidation, merger or conveyance) or any other matters or any rights
whatsoever as a stockholder of the Company. 
No dividends or interest shall be payable or accrued in respect of this
Warrant or the interest represented hereby or, until and only to the extent
that this Warrant shall have been exercised, the shares purchasable hereunder.


 


3

















 


10.           Adjustment for
Reorganization, Consolidation, Merger, etc.


 


(a)           General.  In case at any time or from time to time,
the Company shall (a) effect a reorganization, (b) consolidate with or merge
into any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, the
holder of this Warrant, on the exercise hereof as provided in Section 3 at any
time after the consummation of such reorganization, consolidation or merger or
the effective date of such dissolution, as the case may be, shall receive, in
lieu of the Common Stock or other securities issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 9.


 


(b)           Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense deliver or
cause to be delivered the stock and other securities and property (including
cash, where applicable) receivable by the holder of this Warrant after the
effective date of such dissolution pursuant to this Section 10 to the holder or
a bank or trust company, as trustee for the holder or holders of the Warrants.


 


(c)           Continuation of
Terms.  Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 10, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and
other securities and property receivable on the exercise of this Warrant after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any such stock or other securities, including,
in the case of any such transfer, the person acquiring all or substantially all
of the properties or assets of the Company, whether or not such person shall
have expressly assumed the terms of this Warrant.


 


11.           Fractional Shares.  In no event shall any fractional share of
Common Stock be issued upon any exercise of this Warrant.  If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 11, be
entitled to receive a fractional share of Common Stock, then, in lieu thereof,
the Company shall pay cash to the Holder equal to such fraction multiplied by
the closing price per share of the Common Stock on the Nasdaq National Market
or the Nasdaq SmallCap Market, as applicable on the trading day period
preceding the date of such exercise (or, if the Common Stock is not then so
quoted, by the fair market value of one share of Common Stock as determined by
the Company).


 


12.           Amendment.  The terms of this Warrant may be amended,
modified or waived only with the written consent of the Company and the Holder,
except that Exhibit A may be amended, modified or waived only with the
written consent of the Company and the holders of a


 


4

















 


majority of the Warrant Shares
issued or issuable upon exercise of the Warrants and entitled to registration
rights under Exhibit A.


 


13.           Warrant Register;
Transfers,Etc.


 


(a)           The Company will
maintain a register containing the name and address of the registered Holder of
this Warrant.  The Holder may change its
address as shown on the warrant register by written notice to the Company
requesting such change.


 


(b)           This Warrant is not transferable or assignable by the Holder, except,
subject to and in compliance with applicable federal and state securities laws.


 


(c)           In case this Warrant
shall be mutilated, lost, stolen or destroyed, the Company shall issue a new
warrant of like tenor and denomination and deliver the same (i) in
exchange and substitution for and upon surrender and cancellation of any
mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or
destroyed, upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft or destruction of such Warrant (including a reasonably detailed
affidavit with respect to the circumstances of any loss, theft or destruction)
and of indemnity reasonably satisfactory to the Company.


 


14.           Representations
and Covenants of the Holder.


 


This Warrant
has been entered into by the Company in reliance upon the following
representations and covenants of the Holder:


 


(a)           Investment Purpose.  This Warrant and the shares of Common Stock
issuable upon exercise of this Warrant are being and will be acquired for
investment and not with a view to or in connection with any distribution
thereof, and the Holder has no present intention of selling or engaging in any
public distribution of the same except in accordance with the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”)
or pursuant to an exemption from such registration requirements.


 


(b)           Private Issue.  The Holder understands (i) that the shares
of Common Stock issuable upon exercise of this Warrant are not registered under
the Securities Act or qualified under applicable state securities laws on the
ground that the issuance contemplated by this Warrant will be exempt from the
registration and qualifications requirements thereof, and (ii) that the
Company’s reliance on such exemption is predicated on the representations set
forth in this Section 14.


 


(c)           Disposition of
Holder’s Rights.  In no event will
the Holder make a disposition of any of the shares of Common Stock issuable
upon exercise of this Warrant except (i) pursuant to a registration under the
Securities Act, or (ii) in compliance with Rule 144 under, or in
compliance with another exemption from the registration requirements of, the
Securities Act.  In connection with any
disposition of any shares in compliance with Rule 144 or any other exemption
from the registration requirements of the Securities Act, the Holder shall
furnish the


 


5

















 


Company with representation
letters and an opinion of counsel, each reasonably satisfactory in form and
substance to the Company and its counsel, to the effect that such exemption
from the registration requirements of the Securities Act is available.  Notwithstanding the foregoing, the
restrictions imposed upon the transferability of any the shares of Common Stock
issuable upon the exercise of this Warrant do not apply to transfers from the
beneficial owner of any of the aforementioned securities to its nominee or from
such nominee to its beneficial owner, and shall terminate as to any particular
share of Common Stock when (1) such securities shall have been effectively
registered under the Securities Act and sold by the holder thereof in
accordance with such registration or (2) such securities shall have been sold
without registration in compliance with Rule  144 under, or another
exemption from the registration requirements of, the Securities Act.  Whenever the restrictions imposed hereunder
shall terminate, as hereinabove provided, the holder of a share of Common Stock
then outstanding as to which such restrictions have terminated shall be
entitled to receive from the Company one or more new certificates for such
shares of Common Stock not bearing any restrictive legend.


 


(d)           Financial Risk.  The Holder has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its
investment.


 


(e)           Risk of No
Registration.  The Holder
understands that if the Company does not register with the Securities and
Exchange Commission (the “Commission”) pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or file
reports pursuant to Section 15(d) of the Exchange Act, or if a registration
statement covering the Common Stock issuable upon the exercise of this Warrant
under the Securities Act is not in effect when it desires to sell the Common
Stock issuable upon exercise of this Warrant, it may be required to hold such
securities for an indefinite period. 
The Holder also understands that any sale of the shares of Common Stock
issuable upon exercise of this Warrant which might be made by it in reliance
upon Rule 144 under the Securities Act may be made only in accordance with the
terms and conditions of that Rule.


 


(f)            Accredited Investor.  The Holder is an “accredited investor” within
the meaning of Rule 501 of Regulation D under the Securities Act.


 


(g)           Permitted Designee.  Notwithstanding anything contained herein,
the Company shall, upon written request of the original Holder to be delivered
to the Company on or before April 15, 2004, permit the original Holder to
transfer this Warrant in whole or in part to officers and employees of the
original Holder (collectively, “Permitted Designees”) who shall thereafter be
bound by the terms of this Warrant; provided, however, the Company shall not be
required to issue such Warrants to any person who is not an “accredited
investor” within the meaning of Regulation D promulgated under the Securities
Act of 1933, as amended (the “Act”) or who has not executed and delivered an
Investor Representation Letter and an Investor Questionnaire in form and
substance reasonably satisfactory to the Company.


 


6

















 


15.           Legends.


 


Each
certificate representing shares of Common Stock issued upon exercise of this
Warrant shall bear a legend substantially in the following form:


 


“The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or any applicable state securities laws,
and may not be offered, sold, transferred, pledged or hypothecated unless and
until such shares are registered under such Act and all such applicable laws,
or an opinion of counsel satisfactory to the Company is obtained to the effect
that such registration is not required.”


 


16.           Governing Law.   The provisions and terms of this Warrant
shall be governed by and construed in accordance with the internal laws of the
State of Delaware.


 


17.           Successors and
Assigns.  This Warrant shall be
binding upon the Company’s successors and assigns and shall inure to the
benefit of the Holder’s successors and permitted assigns.


 


18.           Business Days.  If the last or appointed day for the taking
of any action required or the expiration of any right granted herein shall be a
Saturday or Sunday or a legal holiday in the State of New Hampshire, then such
action may be taken or right may be exercised on the next succeeding day which
is not a Saturday or Sunday or such a legal holiday.


 


19.           Notice.  (a) All notices and other communications
under this Warrant shall (i) be in writing (which shall include communications
by telecopy), (ii) be (A) sent by registered or certified mail, postage
prepaid, return receipt requested, or by a nationally recognized overnight
courier service, (B) sent by telecopier with receipt confirmed, or (C)
delivered by hand, (iii) be given at the following respective addresses and
telecopier numbers and to the attention of the following persons:


 


	
  (i)

  	
   

  	
  if to the
  Company, to it at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Omtool, Ltd.

  
	
   

  	
   

  	
  8A
  Industrial Way

  
	
   

  	
   

  	
  Salem,
  NH  03079

  
	
   

  	
   

  	
  Attention:

  	
  Dan
  Coccoluto,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
  Telephone No.: 
  (603) 898-8900

  
	
   

  	
   

  	
  Telecopier No.: 
  (603) 890-1986

  
	
   

  	
   

  	
   

  
	
  with a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Testa, Hurwitz & Thibeault, LLP

  
	
   

  	
   

  	
  125 High
  Street

  
					



 


7

















 


	
   

  	
   

  	
  Boston,
  MA  02110

  
	
   

  	
   

  	
  Attention:  John A. Meltaus, Esq.

  
	
   

  	
   

  	
  Telephone No.: 
  (617) 248-7000

  
	
   

  	
   

  	
  Telecopier
  No.:  (617) 248-7100

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  if to the
  Holder, to it at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Broadband
  Capital Management LLC

  
	
   

  	
   

  	
  805 Third Avenue

  
	
   

  	
   

  	
  New York, N.Y. 10022

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Michael Rapp

  
	
   

  	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  	
  Telecopier
  No.: (212) 702-9830

  
	
   

  	
   

  	
   

  
	
  with a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Littman
  Krooks LLP

  
	
   

  	
   

  	
  655 Third
  Avenue, 20th Floor

  
	
   

  	
   

  	
  New York, NY
  10017

  
	
   

  	
   

  	
  Attention:  Mitchell C. Littman, Esq.

  
	
   

  	
   

  	
  Telecopier
  No.: (212) 490-2990

  



 


or at such other address or
telecopier number or to the attention of such other person as the party to whom
such information pertains may hereafter specify for the purpose in a notice to
the other, and (iv) be effective or deemed delivered or furnished (A) if given
by mail, on the fifth business day after such communication is deposited in the
mail, addressed as above provided, (B) if given by telecopier, when such
communication is transmitted to the appropriate number determined as above
provided in this Section 20 and the appropriate answer back is received or
receipt is confirmed or otherwise acknowledged, and (C) if given by hand
delivery or by a nationally recognized overnight courier service, when left at
the address of the addressee addressed as above provided.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK.]


 


8

















 


	
  Dated: March
  30, 2004

  	
  OMTOOL, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Corporate
  Seal)

  	
  By:

  	
  /s/  Robert Voelk

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/  Daniel A. Coccoluto

  	
   

  	
   

  
						



 


9

















 


Subscription


 


	
  To:

  	
   

  	
  Omtool, Ltd.

  
	
   

  	
   

  	
  8A
  Industrial Way

  
	
   

  	
   

  	
  Salem, NH 03079

  
	
   

  	
   

  	
  Attention:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


The
undersigned hereby subscribes for
              
shares of Common Stock covered by this Warrant.  The certificate(s) for such shares shall be issued in the name of
the undersigned or as otherwise indicated below:


 


 


	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name for
  Registration

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mailing
  Address

  



 


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