8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report   (Date of earliest event reported)   May 14, 2003

MEDIA 100 INC.
(Exact name of registration as specified in charter)
Delaware	0-14779	04-2532613
(State or other  jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
450 Donald Lynch Boulevard, Marlborough, MA		01752-4748
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (508) 460-1600
(Former name or former address, if changed since last report.)

Item 5.Other Events and Required FD Disclosure.

On May 14, 2003, Media 100 Inc. (“Media 100”) entered into a new Series A Convertible Preferred Stock Purchase Agreement, dated May 14, 2003, pursuant to which Media 100 will sell and issue 2,500 shares of its Series A Convertible Preferred Stock, par value $.01 per share, in a private placement to CCM Master Fund Ltd. (“CCM”) for an aggregate purchase price of up to $2,500,000.  According to the agreement, the Company must meet certain covenants regarding stockholders equity or be required to pay cash dividends.  The purchase agreement is attached hereto as Exhibit 4.1.

The Preferred Shares are convertible into Common Stock at an initial conversion price of $0.967, initially representing 2,585,315 shares of common stock.  Subject to certain conditions, each Preferred Share carries a mandatory conversion provision whereby if the closing price of Media 100’s Common Stock exceeds 300% of the conversion price for 45 consecutive trading days, the Preferred Shares shall automatically convert into Common Stock at the conversion price then in effect.  The Preferred Shares are subject to the terms and conditions of the Certificate of Designation of Series A Convertible Preferred Stock which is attached hereto as Exhibit 3.1.

Under the terms of the agreement, the Company must seek stockholder approval for $1,455,000 of the purchase amount because this transaction combined with CCM’s existing ownership, will exceed the 20% threshold requirement of the The NASDAQ Stock Market, Inc.

Under terms of the purchase agreement, under certain circumstances, CCM may exercise a right of first refusal to subscribe for certain equity issued by the Company in its future financings.

Neither the Series A Preferred Securities nor the conversion shares are currently registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  Subject to certain conditions as part of the financing, at any time after the first anniversary of the closing date, the holders of the Registrable Securites constituting at least 50% interest of the total share of Registrable Securities then outstanding may request in writing that Media 100 file a registration agreement with the Securities and Exchange Commission covering the resale of the conversion shares.  The Registration Rights Agreement is attached hereto as Exhibit 4.2.

On May 14, 2003, the Company issued a press release announcing the transaction.  The full text of that press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference.

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Item 7.Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits.

Exhibit No.	Exhibit
3.1	Certificate of Designation of Series A Preferred Stock of Media 100 Inc. filed on May 13, 2003 with the Secretary of State of the State of Delaware (filed herewith.)
4.1	Stock Purchase Agreement, dated as of May 14, 2003, by and between Media 100 Inc. and the CCM Master Fund Ltd. (filed herewith.)
4.2	Registration Rights Agreement dated as of May 14, 2003 by and between Media 100 Inc. and the CCM Master Fund Ltd. (filed herewith.)
99.1	Press Release, dated May 14, 2003 announcing the Private Placement of Media 100 Inc. Series A Preferred Stock. (filed herewith.)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDIA 100 INC.
Dated:  May 21, 2003	By:	/s/ Steven D. Shea
		Steven D. Shea
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Exhibit
3.1	Certificate of Designation of Series A Preferred Stock of Media 100 Inc. filed on May 13, 2003 with the Secretary of State of the State of Delaware (filed herewith).
4.1	Stock Purchase Agreement, dated as of May 14, 2003, by and between Media 100 Inc. and the CCM Master Fund Ltd. (filed herewith.)
4.2	Registration Rights Agreement dated as of May 14, 2003 by and between Media 100 Inc. and the CCM Master Fund Ltd. (filed herewith.)
99.1	Press Release, dated May 14, 2003 announcing the Private Placement of Media 100 Inc. Series A Preferred Stock. (filed herewith.)

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EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION

OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

MEDIA 100 INC.

(pursuant to Section 151 of the

Delaware General Corporation Law)

Media 100 Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (herein after called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law by unanimous written consent of Directors in lieu of a special meeting of the Board of Directors of the Corporation dated May 8, 2003:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors hereby creates a series of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

1.Designation and Amount.  The shares of this series shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be two thousand five-hundred (2,500).  Subject to the provision of Section 4(b) hereof, such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into or exchangeable for Series A Preferred Stock.

2.Dividends.  The holders of the Series A Preferred Stock shall be entitled to receive, out of funds legally available therefor, dividends at the same rate as dividends (other than dividends provided for in Section 5(e) and (f) hereof) are paid with respect to the Common Stock (treating each share of Series A Preferred Stock as being equal to the number of shares of Common Stock including fractions of a share into which each share of Series A Preferred Stock is then convertible).

3.Liquidation, Dissolution or Winding Up.

(a)In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders after and subject to the payment in full of all amounts required to be distributed to the holders of any other class or series of stock of the Corporation ranking on liquidation prior and in preference to the Series A Preferred Stock (collectively referred to as “Senior Preferred Stock”), but before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on liquidation junior to the Series A Preferred Stock (such Common Stock and other stock being collectively referred to as “Junior Stock”) by reason of their ownership thereof, an amount per share of Series A Preferred Stock equal to $2,000 plus all accrued dividends thereon but unpaid as of such liquidation, dissolution or winding up (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalizations or other similar events affecting the shares of Series A Preferred Stock).  If upon any such liquidation, dissolution or winding up of the Corporation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock and any class or series of stock ranking on liquidation on a parity with the Series A Preferred Stock (collectively, “Parity Stock”) shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares of Parity Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(b)After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock, Series A Preferred Stock and any other class or series of Parity Stock, upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets and funds of the Corporation available for distribution to its stockholders on a pro-rata basis.

(c)The merger or consolidation of the Corporation into or with another corporation which results in the exchange of outstanding shares of the Corporation for securities or other consideration issued or paid or caused to be issued or paid by such other corporation or an affiliate thereof, the sale of all or substantially all the assets of the Corporation, the sale of voting securities representing a majority of the voting power of all voting securities of the Corporation outstanding immediately after such issuance, or a self-tender offer approved by the Board of Directors which results in the repurchase by the Corporation of substantially all of the

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outstanding voting securities of the Corporation (any of the foregoing, a “Change of Control Event”), shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section 3, but only if, (i) in the case of a merger or consolidation, after giving effect to such merger or consolidation, the securities of the surviving corporation received by former holders of the Corporation’s securities represent fifty percent (50%) or less of the surviving voting power of the ultimate entity’s voting securities, and (ii) the holders of at least a majority of the then outstanding Series A Preferred Stock elect in writing by a notice delivered to the Corporation to treat such Change of Control Event as a liquidation, dissolution and winding up of the Corporation for purposes of this Section 3, provided that if at the time of such election CCM (as defined below) is the registered holder of at least 1,250 shares of Series A Preferred Stock (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalizations and other similar events affecting the shares of Series A Preferred Stock) then such election shall be effective solely if CCM is among the holders making such election.  The amount deemed distributed to the holders of Series A Preferred Stock upon any such merger or consolidation shall be the cash or the value of the property, rights or securities distributed to such holders by the acquiring person, firm or other entity.  The value of such property, rights or other securities shall be determined in good faith by the Board of Directors of the Corporation.

4.Voting.

(a)Each holder of outstanding shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible (as adjusted from time to time pursuant to Section 5 hereof), at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration, provided, however, that notwithstanding anything herein to the contrary, when determining the number of votes to which each holder of Series A Preferred Stock is entitled, the conversion price (solely for the purpose of determining voting rights on an as-converted basis) shall not be lower than the highest average of the closing bid prices for a period of five (5) days ending the day prior to each issuance of shares of Series A Preferred Stock (such conversion price, the “Voting Rights Conversion Price”).  Except as provided by law, by the provisions of Subsection 4(b) below or by the provisions establishing any other series of Preferred Stock, holders of Series A Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.  Upon each issuance of shares of Series A Preferred Stock, the Corporation shall deliver to the holders of the Series A Preferred Stock, a certificate, signed by the Secretary of the Corporation identifying the Voting Rights Conversion Price.

(b)At any time when at least 33 1/3% of the originally issued (at all closings) shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders of more than fifty percent (50%) of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class:

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(i)amend, alter or repeal the preferences, special rights or other powers of the Series A Preferred Stock;

(ii)increase or decrease the number of authorized shares of Series A Preferred Stock;

(iii)create any additional class or series of shares of stock other than Junior Stock, whether any such creation shall be by means of amendment to the Certificate of Incorporation of the Corporation or by merger, consolidation, reclassification or otherwise;

(iv)purchase or redeem, any shares of Common Stock, except for the repurchase of shares of Common Stock held by officers, employees, directors or consultants of the Corporation which are subject to restrictive employment agreements, stock purchase agreements or stock restriction agreements or other agreements under which the Corporation has the right or obligation to repurchase such shares upon the occurrence of certain events, including the termination of employment; or

(v)increase or decrease the number of members of the Board of Directors of the Corporation from five (5) members.

(c)The holders of the Series A Preferred Stock shall be entitled to elect one (1) director of the Corporation.  At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of the holders of at least a majority in interest of the then outstanding shares of Series A Preferred Stock, shall constitute a quorum of the Series A Preferred Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock.  The director to be elected by the holders of the Series A Preferred Stock pursuant to this subsection (c), shall serve for terms extending from the date of their election and qualification until the time of the next succeeding annual meeting of stockholders and until their successors have been elected and qualified.  The holders of at least a majority in interest of the then outstanding shares of Series A Preferred Stock may at a meeting (or in a written consent in lieu thereof) remove and replace the director elected pursuant to this paragraph.

The holders of a majority of the outstanding shares of the Common Stock and the Series A Preferred Stock, voting (or consenting, as the case may be) together as a single class, shall be entitled to elect the remaining directors of the Corporation.

5.Optional Conversion.  The holders of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a)Right to Convert.  Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing an amount equal to $1,000 per share of Series A Preferred Stock (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalization or other similar events affecting the shares of Series A Preferred Stock) (the

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“Original Purchase Price”) by the Conversion Price (as defined below) in effect at the time of conversion.  The conversion price at which shares of Common Stock shall be deliverable upon conversion of Series A Preferred Stock without the payment of additional consideration by the holder thereof (the “Conversion Price”) shall initially be $0.967.  Such initial Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

In the event of a liquidation of the Corporation, the Conversion Rights shall terminate at the close of business on the first full day preceding the date fixed for the payment of any amounts distributable on liquidation to the holders of Series A Preferred Stock.

(b)Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock.  In lieu of any fractional share to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price.

(c)Mechanics of Conversion.

(i)In order for a holder of Series A Preferred Stock to convert shares of Series A Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock, at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates.  Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued.  If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his or its attorney duly authorized in writing.  The date of receipt of such certificates and notice by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (“Conversion Date”).  The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver at such office to such holder of Series A Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share.

(ii)The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock.  Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price.

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(iii)Upon any such conversion, no adjustment to the Conversion Price shall be made for any declared and unpaid dividends on the Series A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

(iv)All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor.  Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series A Preferred Stock accordingly.

(d)Adjustment for Stock Splits and Combinations.  If the Corporation shall at any time or from time to time after the date on which a share of Series A Preferred Stock was first issued (such date to be referred to as the “Original Issue Date” for such series of the Preferred Stock) effect a subdivision of the outstanding Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased.  If the Corporation shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased.  Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(e)Adjustment for Certain Dividends and Distributions.  In the event the Corporation at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction:

(1)the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2)the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of

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such dividends or distributions.

(f)Adjustments for Other Dividends and Distributions.  In the event the Corporation at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation other than shares of Common Stock, then and in each such event provision shall be made so that the holders of Series A Preferred Stock shall receive upon conversion thereof in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation that they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by them as aforesaid during such period giving application to all adjustments called for during such period, under this paragraph with respect to the rights of the holders of the Series A Preferred Stock.

(g)Adjustment for Reclassification, Exchange, or Substitution.  If the Common Stock issuable upon the conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for below), then and in each such event the holder of each such share of Series A Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.

(h)Adjustment for Merger or Reorganization, etc.  In case of any consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation (other than a consolidation, merger or sale which is treated as a liquidation pursuant to Subsection 3(c) at the election of the holders of the Series A Preferred Stock), each share of Series A Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Preferred Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 5 set forth with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock.

(i)Certificate as to Adjustments.  Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 5, the Corporation at its expense

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shall promptly compute such adjustment or readjustment in accordance with the terms hereof.  The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which then would be received upon the conversion of Series A Preferred Stock.

(j)Notice of Record Date.  In the event:

(i)of any reclassification of the Common Stock of the Corporation (other than a subdivision or combination of its outstanding shares of Common Stock or a stock dividend or stock distribution thereon), or of any consolidation or merger of the Corporation into or with another corporation, or of the sale of all or substantially all of the assets of the Corporation, the sale of voting securities representing a majority of the voting power of all voting securities of the Corporation outstanding immediately after such issuance, or a self-tender offer approved by the Board of Directors which results in the repurchase by the Corporation of substantially all of the voting securities of the Corporation; or

(ii)of the involuntary or voluntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at the office of the transfer agent of the Series A Preferred Stock, and shall cause to be mailed to the holders of the Series A Preferred Stock at their last addresses as shown on the records of the Corporation or such transfer agent, at least twenty (20) days before the dates specified below, a notice stating the date on which such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolution or winding up.

6.Mandatory Conversion.

(a)If at any time holders of more than seventy-five percent (75%) of the then outstanding Series A Preferred Stock elect in writing by a notice delivered to the Corporation to convert the Series A Preferred Stock into Common Stock, then effective upon such election all the outstanding shares of Series A Preferred Stock shall automatically convert into shares of Common Stock on the basis set forth in Section 5; provided however that if at the time of such election CCM (as defined below) is the registered holder of at least 1,250 shares of Series A Preferred Stock (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalizations or other similar events affecting the shares of Series A Preferred Stock) then such election shall be effective solely if CCM is among the holders making such election.

(b)If the closing price of the Common Stock as reported by The Wall Street Journal shall exceed three-hundred percent (300%) of the Conversion Price for 45 consecutive

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trading days, then at such time all the outstanding shares of Series A Preferred Stock shall automatically convert into shares of Common Stock on the basis set forth in Section 5.

(c)All holders of record of shares of Series A Preferred Stock will be given written notice promptly after the date of mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 6.  Such notice will be sent by first class or registered mail, postage prepaid, to each record holder of Series A Preferred Stock at such holder’s address last shown on the records of the transfer agent for the Series A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent).  Within ten (10) days of receipt of such notice of mandatory conversion, each holder of shares of Series A Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock into which such holder is entitled pursuant to this Section 6.  On the date of mandatory conversion, all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote, will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon.  If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly authorized in writing.  As soon as practicable after the date of such mandatory conversion and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion.

(d)All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date.  The Corporation may thereafter take such appropriate action as may be necessary to reduce the authorized Series A Preferred Stock accordingly.

(e)For purposes of this Certificate of Designation, the term “CCM” shall mean any and all of (1) CCM Master Fund, Ltd. (“CCM Ltd.”), and (2) any affiliate thereof which is a holder of shares of Series A Preferred Stock originally issued to CCM Ltd.

7.Limitation on Dividends, Redemptions and Other Payments.  Notwithstanding any other provision herein to the contrary, the Corporation shall be required to (i) purchase or otherwise acquire shares of the Preferred Stock pursuant to the terms herein, (ii) make payments upon the liquidation, dissolution or winding up of the Corporation pursuant to Section 3 herein and (iii) make payments to the holders of the Preferred Stock (solely in their capacity as holders of the Preferred Stock) (collectively, the “Stockholder Payments”), but only to the extent that the

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terms and provisions of instruments for borrowed money do not restrict the payment of the Stockholder Payments and the necessary consents and approvals to pay the Stockholder Payments are received, if such consents and approvals are so required by the terms of any such indebtedness.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Certificate of Designation this 13th day of May, 2003.

By:	/s/ John A. Molinari
	Name:	John A. Molinari
	Title:	President & CEO

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EX-4.1

Exhibit 4.1

SERIES A CONVERTIBLE PREFERRED STOCK

PURCHASE AGREEMENT

Between

MEDIA 100 INC.

and

CCM MASTER FUND, LTD.

Dated as of May 14, 2003

TABLE OF CONTENTS

1.	Authorization and Sale of Series A Convertible Preferred Stock
1.1.	Authorization of Series A Preferred Stock
1.2.	Sale of Series A Convertible Preferred Stock
1.3	Proceeds
2.	The Closing
3.	Representations of the Company
3.1.	Organization and Corporate Power; No Violations
3.2.	Authorization
3.3.	Capitalization
3.4.	SEC Reports
3.5.	Financial Statements
3.6.	Intellectual Property
3.7.	Litigation
3.8.	Investment Company/Government Regulations
3.9.	Private Offering
3.10.	Insurance
3A.	Covenant of the Company
4.	Representations of the Purchasers
4.1.	Accredited Investor
4.2.	Investment
4.3.	Suitability
4.4.	Access to Management
4.5.	Authorization
5.	Conditions to the Obligations of the Purchasers
5.1.	Accuracy of Representations and Warranties
5.2.	Performance
5.3.	Registration Rights Agreement
5.4.	Certificates and Documents
5.5.	Nominee to Board
6.	Conditions to the Obligations of the Company
6.1.	Accuracy of Representations and Warranties
6.2.	Performance
6.3	Registration Rights Agreement
6.4.	Required Stockholder Approval
7.	Required Corporation Action
8.	Successors and Assigns
9.	Expenses
10.	Notices
11.	Brokers
12.	No Conditions to Effectiveness; Entire Agreement
13.	Amendments and Waivers
14.	Counterparts
15.	Captions
16.	Severability
17.	Governing Law

SCHEDULES:
Schedule I	Schedule of Purchasers
EXHIBITS:
Exhibit A	Form of Certificate of Designation of Series A Convertible Preferred Stock of the Company
Exhibit B	Form of Registration Rights Agreement
Exhibit C	Form of Opinion

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SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

This Agreement dated as of May 14, 2003 is between Media 100 Inc., a Delaware corporation (the “Company”), and the several purchasers named in the attached Schedule I (each individually, a “Purchaser” and collectively, the “Purchasers”).

In consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound by the terms and conditions of this Agreement, the parties hereto hereby agree as follows:

1.Authorization and Sale of Series A Convertible Preferred Stock.

1.1.Authorization of Series A Convertible Preferred Stock.  The Company has, or before the Initial Closing (as defined in Section 2) will have,duly authorized the sale and issuance of up to two thousand five hundred (2,500) shares of its Series A Convertible Preferred Stock, $0.01 par value per share (the “Preferred Stock”), having the rights, restrictions, privileges and preferences set forth in Exhibit A hereto.  The Company has, or on or before the Initial Closing will have, designated the terms of the Preferred Stock by filing a Certificate of Designation in substantially the form set forth in Exhibit A (the “Certificate of Designation”) with the Secretary of State of the State of Delaware.

1.2.Sale of Series A Convertible Preferred Stock.  Subject to the terms and conditions of this Agreement, at each Closing the Company shall sell and issue to each Purchaser, and each Purchaser shall purchase from the Company, at a purchase price of $1,000 per share, the number of shares of Preferred Stock set forth opposite the name of such Purchaser with respect to such Closing under the heading “Number of Shares of Preferred Stock to Be Purchased” on Schedule I (the “Shares”), at the aggregate purchase price set forth opposite the name of such Purchaser with respect to such Closing under the heading “Aggregate Purchase Price for the Shares to Be Purchased” on Schedule I, payable as set forth in Section 2 of this Agreement.

1.3Proceeds.  Proceeds from the sale of the Preferred Stock will be used for general working capital purposes.

2.The Closing.

(a)The initial closing of the sale and purchase of the Preferred Stock pursuant to this Agreement shall take place at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 02110 on May 14, 2003, or at such other time, date, and place as are mutually agreeable to the Company and the Purchasers (the “Initial Closing”).  The date of the Initial Closing is hereinafter referred to as the “Initial Closing Date.”

(b)The subsequent closing of the sale and purchase of the Preferred Stock pursuant to this Agreement shall take place at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 02110 within three (3) business days after the date on which the condition set forth in Section 6.4 has been satisfied or waived, or at such other time,

date, and place as are mutually agreeable to the Company and the Purchasers (the “Subsequent Closing”, and together with the Initial Closing, each a “Closing”).  The date of the Subsequent Closing is hereinafter referred to as the “Subsequent Closing Date” and together with the Initial Closing Date, each a “Closing Date.”

(c)At each Closing, the Company shall deliver, or shall cause its transfer agent to deliver, to each Purchaser within ten (10) days of such Closing a certificate registered in the name of each Purchaser representing the Shares being purchased by such Purchaser at such Closing.  As payment in full for the Preferred Stock being purchased by such Purchaser under this Agreement and against delivery of the stock certificate or certificates therefor, on the Closing Date each Purchaser shall deliver to the Company a check payable to the order of the Company or wire transfer of such sum to the account of the Company the amount set forth opposite the name of such Purchaser with respect to such Closing under the header “Aggregate Purchase Price for the Shares to Be Purchased” on Schedule I.  If at the Closing any of the conditions specified in Section 5.1-5.5 of this Agreement shall not have been fulfilled or waived, each Purchaser shall, at its election, be relieved of all of its obligations under this Agreement with respect to such Closing without thereby waiving any other right it may have by reason of such failure or such non-fulfillment.  If at the Closing any of the conditions specified in Section 6 of this Agreement shall not have been fulfilled or waived, the Company shall, at its election, be relieved of all of its obligations under this Agreement without thereby waiving any other right it may have by reason of such failure or such non-fulfillment.

3.Representations of the Company.  Except as disclosed in the SEC Reports (as defined below), the Company hereby represents and warrants to the Purchasers as follows:

3.1.Organization and Corporate Power; No Violations.  The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have either individually or in the aggregate, a material adverse effect on the business, operations, financial condition, assets, liabilities or contractual rights of the Company (a “Material Adverse Effect”).  The Company has all required corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform this Agreement, the Registration Rights Agreement (as defined below) and the other agreements, documents and instruments contemplated hereby (collectively with this Agreement, the “Financing Documents”), and generally to carry out the transactions contemplated hereby.  The Company is not in violation of any term of its Restated Certificate of Incorporation, as amended, (the “Restated Charter”) or By-laws, and to the Company’s knowledge, the Company is not in violation of any term of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to the Company or to which the Company is a party, where any such violation, noncompliance or default would result in a Material Adverse Effect.

3.2.Authorization.  The Financing Documents are valid and binding obligations of the Company, enforceable in accordance with their terms.  The execution, delivery and performance of the Financing Documents have been duly authorized by all necessary corporate or other action of the Company.  The issuance, sale and delivery of the Preferred Stock

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in accordance with this Agreement, and the issuance, sale and delivery of the shares of Common Stock issuable upon conversion of the Preferred Stock (the “Conversion Shares”), have been, or will be prior to the Initial Closing, duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company.  The Preferred Stock when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares, when issued, will be duly and validly issued, fully paid and non-assessable.  Except (i) for the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, (ii) for the filing of a Form D and other blue sky filings with the SEC (as defined below) and applicable state securities agencies, and (iii) that the issuance, sale and delivery of the Shares and the Conversion Shares (other than the Shares being sold at the Initial Closing and the related Conversion Shares) requires the approval of the Company’s stockholders pursuant to Nasdaq Marketplace Rule 4350(i)(1) (the “Required Stockholder Approval”), no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or any other person or entity is required of the Company in connection with the execution and delivery of the Financing Documents, or the issuance, sale and delivery of the Preferred Stock in accordance with the terms of this Agreement or the consummation of any other transaction contemplated hereby or by the other Financing Documents.

3.3.Capitalization.  The authorized capital stock of the Company (immediately prior to the Initial Closing and after giving effect to the Certificate of Designation) will consist of 25,000,000 shares of Common Stock, $0.01 par value, (the “Common Stock”) 13,083,019 of which shares are issued and outstanding, and one million (1,000,000) shares of preferred stock, two thousand five hundred (2,500) of which are designated as Series A Convertible Preferred Stock, $0.01 par value.  All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with applicable Federal and state securities laws.

3.4.SEC Reports.  The Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Copies of all reports filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act during the period from November 30, 2001 to the applicable Closing Date (the “SEC Reports”) have been, or will be, furnished or are, or will be, publicly available to the Purchasers.  The Company has filed, or will file, in a timely manner all SEC Reports that the Company was, or will be, required to file under the Exchange Act during, from and after November 30, 2001 to the applicable Closing Date.  Such SEC Reports complied in all material respects with the SEC’s requirements as of their respective filing dates, and the information contained therein as of the respective dates thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under where they were made not misleading.

3.5.Financial Statements.  The audited financial statements of the Company contained in the Company’s Annual Report on Form 10-K for the year ended November 30, 2002, including the notes relating thereto, disclose all material liabilities of the Company as of the date thereof.  Such financial statements have been prepared in accordance with generally

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accepted accounting principles consistently applied throughout the periods involved.  Said financial statements and related notes fairly present the financial position and the results of operations and cash flow of Company as of the respective dates thereof and for the periods indicated.  Since November 30, 2002, there has not been any material adverse change in the business, financial condition, operations, results of operations, assets, employee relations, customer or supplier relations of the Company, except as contemplated and set forth in the Company’s Form 10-K for the period ended November 30, 2002 or any Quarterly Report on Form 10-Q of the Company for any subsequent period or any Current Report on Form 8-K of the Company.

3.6.Intellectual Property.  To the knowledge of the Company, the Company owns or possesses sufficient rights to use all material patents, patent rights, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, “Intellectual Property”) as are owned or used by it or that are necessary for the conduct of its business as now conducted except where the failure to currently own or possess could not reasonably be expected to have a Material Adverse Effect.  The Company has not received any notice of, nor has it any knowledge of, any infringement of or conflict with asserted rights of the Company by others with respect to any Intellectual Property, except as could not reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Company, no product or process presently used or proposed to be manufactured, marketed, offered, sold or used by the Company will violate any license or infringe on any intellectual property rights of any other Person, except as could not reasonable be expected to have a Material Adverse Effect.

3.7.Litigation.  There is no litigation or governmental proceeding or investigation pending against the Company or against any officer or key employee of the Company.  To the knowledge of the Company, there is no litigation or governmental proceeding or investigation pending or threatened against the Company which may have a Material Adverse Effect or which may call into question the validity, or materially hinder the enforceability or performance, of the Financing Documents.

3.8.Investment Company/Government Regulations.  The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  The Company is not subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the Federal Power Act, the Interstate Commerce Act, or any federal or state statute or regulation limiting its ability to incur indebtedness.

3.9.Private Offering.  No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Preferred Stock.  No registration of the Preferred Stock or Common Stock issuable upon conversion of the Preferred Stock pursuant to the provisions of the Securities Act or the state securities or “blue sky” laws will be required by the offer, sale or issuance of the Shares pursuant to this Agreement or of the Conversion Shares, other than the filing of a Form D and other “blue sky” filings (such as a Form U-2) with the SEC and applicable state securities agencies.  The Company agrees that neither it, nor anyone acting on its behalf, will offer or sell the Preferred Stock or any other security so as to require the registration of the Preferred Stock or Common Stock issuable upon conversion of the Preferred Stock pursuant to the provisions of the

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Securities Act or any state securities or “blue sky” laws, unless such Preferred Stock or Common Stock issuable upon conversion of the Preferred Stock is so registered.

3.10.Insurance.  The Company carries insurance covering its properties and businesses customary for the type and scope of its properties and business, but in any event in amounts sufficient to prevent the Company from becoming a co-insurer. All such policies are in full force and effect, and are underwritten by financially sound and reputable insurers.  All such policies will remain in full force and effect and will not in any way be affected by, or terminate or lapse by reason of any of the transactions contemplated hereby.

3A.Covenant of the Company.  The Company hereby agrees that if on September 19, 2003, the Stockholders’ Equity of the Company is less than $3,400,000, then the Company shall pay, on the earliest to occur of (i) May 31, 2004, (ii) the redemption or repurchase of the Preferred Stock by the Company, and (iii) a liquidation, dissolution or winding up of the Company (as that term is used in Section 3 of the Certificate of Designation), a cumulative cash dividend (out of funds legally available therefor) to the holders of record of shares of the Preferred Stock on May 1, 2004 such dividend in an amount equal to $100 per share (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalizations or other similar events affecting the shares of Preferred Stock) (the “Initial Dividend”).

The “Deficiency Payment Amount” with respect to any fiscal quarter shall be an amount equal to:  (a) $50 per share of Preferred Stock (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalizations or other similar events affecting the shares of Preferred Stock) if on May 31, 2004 or on the last day of any fiscal quarter thereafter, the Stockholders’ Equity of the Company is less than $4,900,000 (the first such fiscal quarter the “Applicable Quarter”), unless after the Applicable Quarter the Stockholder’s Equity Threshold was met in which case the Deficiency Payment Amount shall be zero; or (b) $50 per share of Preferred Stock (subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, reorganizations, reclassifications, recapitalizations or other similar events affecting the shares of Preferred Stock) if on any fiscal quarter end after the Stockholders’ Equity Threshold is met, the Stockholders’ Equity of the Company is less than $5,500,000 (a “Subsequent Applicable Quarter”), unless the Stockholder’s Equity Threshold is met after such Subsequent Applicable Quarter in which case the Deficiency Payment Amount shall be zero.  For avoidance of doubt, for the purposes of (a) and (b) above, the Deficiency Payment Amount shall be zero for the fiscal quarter end in which the Stockholder’s Equity Threshold is met and only one $50 Deficiency Payment Amount shall arise for any fiscal quarter (whether under (a) or (b), but not both).

As soon as reasonably practicable after the filing of the Company’s Form 10-Q or 10-K for the period then ended, the Company shall deliver to the holders of record of shares of the Preferred Stock a certificate setting forth the Stockholder’s Equity for the fiscal quarter then ended.

On June 30, 2004 and for each September 30 and December 31, March 31 and June 30 thereafter (each a “Deficiency Payment Date”), for so long as shares of the Preferred

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Stock remains outstanding, the Company shall pay in cash (out of funds legally available therefor) to the holders of record of shares of the Preferred Stock as of May 31, August 30, November 30, February 28, respectively, for such quarter an amount equal to the Deficiency Payment Amount (which shall be cumulative) determined in accordance with the second paragraph of this Section 3A, if any, for the fiscal quarter ended immediately preceding such Deficiency Payment Date (i.e. with respect to each June 30, May 31; with respect to each September 30, August 31; with respect to each December 31, November 30; and with respect to each March 31, February 28), plus all or any part of the Initial Dividend, if any, and all or any part of the Deficiency Payment Amounts, if any, which were payable on any previous Deficiency Payment Dates but were not actually paid.  Notwithstanding the immediately preceding sentence, the aggregate amount required to be paid on any Deficiency Payment Date shall be paid on the earliest to occur of (i) such Deficiency Payment Date, (ii) the redemption or repurchase of the Preferred Stock by the Company, and (iii) a liquidation, dissolution or winding up of the Company (as that term is used in Section 3 of the Certificate of Designation).  For avoidance of doubt, if any amounts due on any Deficiency Payment Date are not actually paid because funds are not legally available therefor, then such amounts shall be payable on each subsequent Deficiency Payment Date until actually paid.

For purposes of this Section 3A, “Stockholders’ Equity” shall mean the amount, as determined by the Company, for such fiscal quarter end listed opposite the heading “Total Stockholders’ Equity” on the Company’s balance sheet filed with the SEC on Form 10-Q or 10-K (or any successor form) excluding the cumulative effect of the following from the Closing Date to the fiscal quarter then ended (i) the effect of FAS 148 (accounting for stock options), if enacted, (ii) foreign currency translation gains and losses, (iii) dividends paid on the Company’s capital stock (including any and all dividends paid to the holders of shares of the Preferred Stock pursuant to this Section 3A), (iv) the effect of any future equity financing, provided, that the effect of the sale of up to 2,500 shares of Preferred Stock or the issuance or sale of any shares of Common Stock pursuant to the Company’s 1986 Employee Stock Purchase Plan, or any other employee stock purchase, option or incentive plan shall not be excluded from the calculation of Stockholders’ Equity, (v) the negative effect on the Stockholders’ Equity section of the Company’s balance sheet of any new accounting pronouncement by the SEC, the Financial Accounting Standards Board, any other applicable regulatory or accounting standards authority or any successor agency or authority thereto, (vi) restructuring charges in an amount not to exceed $400,000.00, in the aggregate, and (vii) all losses, damages, liabilities and costs incurred by the Company in connection with any pending or threatened actions or proceedings by or on behalf of any, current or former, employee or shareholder of the Company (including, without limitation, any amount paid or incurred in settlement thereof).

For purposes of this Section 3A, if the Stockholders’ Equity of the Company equals or exceeds $5,500,000 at the end of any two (2) consecutive fiscal quarters after the Applicable Quarter, then the “Stockholder Equity Threshold” shall be deemed have been met as of the first day of such second fiscal quarter.

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4.Representations of the Purchasers.  Each Purchaser represents and warrants to the Company as follows:

4.1.Accredited Investor.  Such Purchaser is an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and was not organized for the specific purpose of acquiring the Shares.

4.2.Investment.  Such Purchaser is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same, and, it has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.

4.3.Suitability.  Such Purchaser confirms that it understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for a purchaser who is able to bear the economic consequences of losing its entire investment, (ii) the purchase of the Shares is a speculative investment which involves a high degree of risk of loss of the entire investment, and (iii) there are substantial restrictions on the transferability of the Shares, and accordingly, it may not be possible for it to liquidate its investment in case of emergency.

4.4.Access to Management. Such Purchaser confirms that, in making its decision to purchase the Shares, it has relied solely upon independent investigations made by it, and that its representatives have been given the opportunity to ask questions of, and to receive answers from, management and other persons acting on behalf of the Company concerning the Company and the terms and conditions of the transactions contemplated by this Agreement, and to obtain any additional information, to the extent such persons possess such information.

4.5.Authorization.  This Agreement is a valid and binding obligation of such Purchaser, enforceable in accordance with its terms.  The execution, delivery and performance of this document have been duly authorized by all necessary corporate or other action of such Purchaser.

5.Conditions to the Obligations of the Purchasers.  The obligations of each Purchaser under this Agreement are subject to the fulfillment, or the waiver by such Purchaser, of the conditions set forth in this Section 5.1-5.5 on or before each Closing Date.

5.1.Accuracy of Representations and Warranties.  Each representation and warranty of the Company contained in this Agreement shall be true on and as of the Closing Date with the same effect as though such representation and warranty had been made on and as of that date.

5.2.Performance.  The Company shall have performed and complied with all agreements contained in this Agreement required to be performed and complied with by it prior to or at such Closing.

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5.3.Registration Rights Agreement.  The Registration Rights Agreement (the “Registration Rights  Agreement”) shall have been executed and delivered substantially in the form attached hereto as Exhibit B.

5.4.Certificates and Documents.  The Company shall have delivered to the Purchasers:

(a)a copy of the Restated Charter, as in effect immediately prior to the Initial Closing, certified by the Secretary of State of the State of Delaware, and a certificate, as of the most recent practicable date, of the Secretary of State of the State of Delaware as to the Company’s legal existence and corporate good standing;

(b)a copy of the Certificate of Designation of Series A Convertible Preferred Stock, as in effect immediately prior to the Initial Closing, certified by the Secretary of State of the State of Delaware;

(c)a copy of the resolutions of the Board of Directors of the Company authorizing and approving the Company’s execution, delivery and performance of the Financing Documents, all matters in connection with the Financing Documents, and the transactions contemplated thereby; and

(d)an opinion of Testa, Hurwitz & Thibeault, LLP, counsel to the Company substantially in the form attached hereto as Exhibit C.

5.5.Nominee to Board.  The Board of Directors of the Company shall have been increased to five members and Lew Jaffee shall have been invited to join the Board of Directors of the Company as the nominee of the Purchasers, effective at the Initial Closing.

6.Conditions to the Obligations of the Company.  The obligations of the Company under this Agreement are subject to the fulfillment, or the waiver in writing by the Company, of the conditions set forth in this Section 6 on or before each Closing Date.

6.1.Accuracy of Representations and Warranties.  The representations and warranties of the Purchasers contained in Section 4 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of that date.

6.2.Performance.  The Purchasers shall have performed and complied with all agreements contained in this Agreement required to be performed and complied with by them prior to or at the Closing.

6.3.Registration Rights Agreement.  The Registration Rights Agreement shall have been executed and delivered.

6.4.Required Stockholder Approval.  The Company shall have obtained the Required Stockholder Approval on or prior to the Subsequent Closing.

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7.Required Corporation Action.  The Company shall take all action required under the Delaware General Corporation Law and the Company’s Restated Certificate and its By-laws to convene a meeting of the stockholders of the Company to consider and obtain the Required Stockholder Approval.  The Company shall promptly prepare and file a proxy statement with the SEC to solicit the consents of the Company’s stockholders necessary to obtain the Required Stockholder Approval.  The Company shall use its commercially reasonable efforts to hold the meeting of the stockholders to obtain the Required Stockholder Approval as promptly as practicable following the filing of such proxy with the SEC but in no event later than September 15, 2003.  If, at any time or from time to time, any other action is required to fully implement the transactions contemplated by this Agreement (including the actions necessary to obtain the Required Stockholder Approval such as providing information about such Purchaser as is required in a definitive proxy statement), each Purchaser shall take such action.

8.Successors and Assigns.  The provisions of this Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto.

9.Expenses.  All costs and expenses incurred in connection with the transactions contemplated hereby shall be paid by the party incurring such cost or expense, provided, that the Company shall pay the reasonable fees and expenses of the Purchasers in connection with the transactions contemplated by the Financing Documents up to fifty thousand dollars ($50,000) (including one legal counsel to the Purchasers).

10.Notices.  All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered by hand, by telecopier, by e-mail, by express overnight courier service or mailed by first class mail, postage prepaid, and shall be given,

if to Company, to:

Media 100 Inc.
450 Donald Lynch Boulevard
Marlborough, Massachusetts 01752-4748
Attn: Chief Financial Officer

with a copy to:

Michael A. Conza, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA  02110
Fax: (617) 248-7100
Email: conza@tht.com

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if to any Purchaser, to:

To the applicable address, fax number and/or email address set forth in Schedule I.

with a copy to:

Craig Sklar

Seward & Kissel LLP

1 Battery Park Plaza

New York, NY 10004

Fax:  (212) 480-8421

Email:  sklar@sewkis.com

Notices provided in accordance with this Section 10 shall be deemed delivered upon personal delivery, receipt by telecopy, email or overnight mail, or 48 hours after deposit in the mail in accordance with the above.

11.Brokers.  The Company and the Purchasers (i) represent and warrant to the other that they have retained no finder or broker in connection with the transactions contemplated by this Agreement, and (ii) shall indemnify and hold harmless the other from and against any and all claims, liabilities, or obligations with respect to brokerage or finders’ fees or commissions or consulting fees in connection with the transactions contemplated by this Agreement, asserted by any person on the basis of any statement or representation alleged to have been made by such indemnifying party.

12.No Conditions to Effectiveness; Entire Agreement.  This Agreement, together with the instruments and other documents hereby contemplated to be executed and delivered in connection herewith, contains the entire agreement and understanding of the parties hereto, and supersedes any prior agreements or understandings between or among them, with respect to the subject matter hereof.

13.Amendments and Waivers.  Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and holders of at least a majorityof the outstanding Preferred Stock.  No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

14.Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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15.Captions.  The captions of the sections, subsections and paragraphs of this Agreement have been added for convenience only and shall not be deemed to be a part of this Agreement.

16.Severability. Each provision of this Agreement shall be interpreted in such manner as to validate and give effect thereto to the fullest lawful extent, but if any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent so determined and such invalidity or unenforceability shall not affect the remainder of such provision or the remaining provisions of this Agreement.

17.Governing Law.  This Agreement shall be governed by and interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to its conflict of laws provisions); provided, however, that matters relating to the authorization, issuance and enforceability of the terms of the Series A Convertible Preferred Stock shall be governed and interpreted and construed in accordance with the General Corporation Law of the State of Delaware (without giving effect to its conflict of laws provisions).

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the day and year first above written.

MEDIA 100 INC.
By:	/s/ John A. Molinari
Name:					John A. Molinari
Title:			President & CEO
CCM MASTER FUND, LTD.
By:		/s/ Clint Coghill
Name:						Clint Coghill
Title:				President & Chief Investment Officer

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SCHEDULE I

SCHEDULE OF PURCHASERS

Name and Address of Purchaser	Number of Shares of Preferred Stock to Be Purchased	Aggregate Purchase Price for the Shares to Be Purchased
Initial Closing
CCM Master Fund, Ltd. c/o Coghill Capital Management, LLC One North Wacker Drive, Suite 4725 Chicago, IL  60606 Tel: (312) 334-1100 Fax: (312) 334-1111 dlim@coghillcapital.com	1,045	$	1,045,000
Totals – Initial Closing	1,045	$	1,045,000
Subsequent Closing
CCM Master Fund, Ltd. c/o Coghill Capital Management, LLC One North Wacker Drive, Suite 4725 Chicago, IL  60606 Tel: (312) 334-1100 Fax: (312) 334-1111 dlim@coghillcapital.com	1,455	$	1,455,000
Totals – Subsequent Closing	1,455	$	1,455,000
Grand Total	2,500	$	2,500,000

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EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of May 14, 2003, is entered into by and among Media 100 Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached hereto (the “Purchasers”).

W  I  T  N  E  S  S  E  T  H:

WHEREAS, the Company and Purchasers have entered into a Series A Convertible Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”);

WHEREAS, the Company and the Purchasers desire to provide for certain arrangements with respect to the registration of shares of capital stock of the Company under the Securities Act (as defined below);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1.Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Board of Directors” shall mean the board of directors of the Company as constituted from time to time.

“CCM” shall mean any and all of (1) CCM Master Fund, Ltd. (“CCM Ltd.”), and (2) any affiliate thereof which is a holder of Preferred Shares originally issued to CCM Ltd.

“Charter”  shall mean the Company’s Restated Certificate of Incorporation as is in effect on the Closing Date (as defined below).

“Closing Date” shall mean May 14, 2003.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Commission” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Common Stock” shall mean the Common Stock, $0.01 par value, of the Company, as constituted as of the date of this Agreement.

“Conversion Shares” shall mean shares of Common Stock issued or issuable upon conversion of the Preferred Shares (as defined below).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Material Adverse Change” shall mean a material adverse change in the business, operations, affairs and conditions of the Company.

“Person or Persons” shall mean an individual, corporation, partnership, limited liability company, joint venture, trust, or unincorporated organization, or a government or any agency or political subdivision thereof.

“Preferred Shares”  shall mean shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share.

“Registrable Securities” shall mean the Conversion Shares, excluding Conversion Shares which have been (a) registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them, (b) publicly sold pursuant to Rule 144 under the Securities Act, or (c) which are eligible for resale under the provisions of Rule 144(k).

“Registration Expenses” shall mean the expenses so described in Section 8.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses” shall mean the expenses so described in Section 8.

“Subsidiary” or “Subsidiaries” shall mean any corporation, trust or other business entity of which the Company and/or any of its other subsidiaries directly or indirectly owns at the time outstanding shares of every class of such corporation or trust other than directors’ qualifying shares comprising at least fifty percent (50%) of the voting power of such corporation, trust or other business entity.

2.Restrictive Legend.  Each certificate representing Preferred Shares, Conversion Shares or Registrable Securities shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with 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 STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

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A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that Testa, Hurwitz & Thibeault, LLP shall be satisfactory) the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

3.Notice of Proposed Transfer.  Prior to any proposed transfer of any Preferred Shares, Conversion Shares or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such transfer.  Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel satisfactory to the Company (it being agreed that Testa, Hurwitz & Thibeault, LLP shall be satisfactory) to the effect that the proposed transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice; provided, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof.  Each certificate for Preferred Shares, Conversion Shares or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.  The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

4.Required Registration.

(a)At any time after the first anniversary of the Closing Date, the holders of Registrable Securities constituting at least fifty percent (50%) in interest of the total shares of Registrable Securities then outstanding may request in writing that the Company register for sale under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders; provided that such shares constitute in the aggregate at least (i) fifty percent (50%) of the Registrable Securities then outstanding, and (ii) have an aggregate offering price to the public of not less than three million dollars ($3,000,000); and provided, further that, for so long as CCM owns at least 1,250 Preferred Shares, such request must include the request of CCM.  For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(e), the term “Registrable Securities” shall be deemed to include the number of shares of Registrable Securities which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock.

(b)Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Registrable Securities and Preferred Shares from whom notice

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has not been received and such holders shall then be entitled within 15 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities.  The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within 15 days after the giving of such notice by the Company).  The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two occasions only; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of Registrable Securities and Preferred Shares (other than a withdrawal request made as a result of a material adverse change in the business or condition, financial or otherwise, of the Company between the date of filing of such registration statement and such withdrawal request).

(c)The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company, its directors and officers, each for their own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Securities to be sold.

(d)If in the opinion of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Securities, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Securities.

5.Incidental Registration.  If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to all holders of outstanding Registrable Securities of its intention so to do.  Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Securities, the Company will use its best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Securities so registered.  In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of

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the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Securities.

6.Registration on Form S-3.  If at any time after the first anniversary of the Closing Date (i) a holder or holders of Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Registrable Securities held by such requesting holder or holders having an aggregate market value of not less than one million five hundred thousand dollars ($1,500,000), and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice.  Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than two registrations pursuant to this Section 6 in any twelve (12) month period, nor shall the Company be required to effect any registration under this Section 6 within 270 days of the effective date of a registration statement on From S-1.

7.Registration Procedures.  If and whenever the Company is required by the provisions of Sections 4, 5 or 6 to use its best efforts to effect the registration of any shares of Registrable Securities under the Securities Act, the Company will, as expeditiously as possible (subject to the provisions for delay in this Agreement):

(a)prepare and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);

(b)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all

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Registrable Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period;

(c)furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;

(d)use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e)use its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed;

(f)provide a transfer agent and registrar for all such Registrable Securities, not later than the effective date of such registration statement;

(g)immediately notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(h)if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish to the underwriters on the date that Registrable Securities is delivered to the underwriters for sale pursuant to such registration:  (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters stating (A) that such registration statement has become effective under the Securities Act, and (B) that the registration statement and the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein), and (C) to such other effects as may reasonably be requested by counsel for the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the

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registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act;

(i)advise each selling holder of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and

(j)cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such holders or the managing underwriters may request at least two business days prior to any sale of Registrable Securities.

For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby and 90 days after the effective date thereof.

In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

8.Expenses.  All expenses incurred by the Company in complying with Sections 4, 5 and 6, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance, and fees and disbursements of one counsel for the sellers of Registrable Securities (which counsel shall also be counsel to the Company unless there is a conflict of interest with respect to the representation of any selling shareholder or the underwriters otherwise object), but excluding any Selling Expenses, are called “Registration Expenses”.  All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses”.

The Company will pay all Registration Expenses in connection with each registration statement under Sections 4, 5 or 6.  All Selling Expenses in connection with each registration statement under Sections 4, 5 or 6 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree.

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9.Indemnification and Contribution.

(a)In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 4, 5 or 6, the Company will indemnify and hold harmless each seller of such Registrable Securities thereunder and all officers, directors, managers and employees of each such seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Securities Act pursuant to Sections 4, 5 or 6, any final prospectus contained therein, or any amendment or supplement thereof, or any other violation of the securities laws in connection with any such registration statement, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or omission so made in conformity with information furnished by any such Indemnified Party in writing specifically for use in such registration statement or prospectus or (ii) an untrue statement or omission which untrue statement or omission was corrected in the final prospectus and a copy of such prospectus shall not have been furnished to such person in a timely manner due to the wrongful action or wrongful inaction of such Indemnified Party, or any person or entity on behalf of such Indemnified Party, whether as a result of negligence or otherwise.

(b)In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in the registration statement under which such Registrable Securities was registered under the Securities Act pursuant to Sections 4, 5 or 6, any final prospectus contained therein, or any amendment or supplement thereof, or any other violation of the securities laws in connection with any such registration statement, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection

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with investigating or defending any such loss, claim, damage, liability or action, provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of each seller hereunder shall be limited to the proceeds received by such seller from the sale of Registrable Securities covered by such registration statement.

(c)Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent the indemnifying party is prejudiced by such omission.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party (unless there is a conflict of interest with respect to the representation of any indemnified party in which case, the indemnified party shall be entitled to choose its own counsel at the indemnifying party’s expense), and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected.

(d)In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 9; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and the sellers of such Registrable Securities, on the other, in connection with the statement or omissions which resulted in such losses, claims, damages, liabilities or actions, as well as any other relevant equitable considerations; provided, however, that, in any such case, (A) no such holder will be required to contribute any amount in excess of  the proceeds received by such seller from the sale of Registrable Securities covered by such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within

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the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by the sellers of such Registrable Securities, on the other hand, and to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

10.Changes in Common Stock or Series A Convertible Preferred Stock.  If, and as often as, there is any change in the Common Stock or the Series A Convertible Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock and the Series A Convertible Preferred Stock as so changed.

11.Right of First Refusal

(a)Right of First Refusal.  The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including, without limitation, Preferred Shares and debt securities convertible into equity securities of the Company, or (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security of the Company, unless in each case the Company shall have first offered to sell such securities (the “Offered Securities”) to the Purchasers (each an “Offeree” and collectively, the “Offerees”) as follows:  each Offeree shall have the right to purchase (x) that portion of the Offered Securities as the number of shares of Registrable Securities then held by such Offeree bears to the total number of outstanding shares of Common Stock of the Company on such date and on a fully-diluted basis and giving effect to the conversion, exercise or exchange of all securities of the Company which may be converted to or exercised or exchanged for Common Stock of the Company (the “Pro Rata Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of ten (10) days from receipt of the offer.

(b)Notice of Acceptance.  Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 11(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 10-day period of such offer, setting forth such of the Offeree’s Pro Rata Amount as such Offeree elects to purchase (the “Notice of Acceptance”).

(c)Conditions to Acceptances and Purchase.

(i)Permitted Sales of Refused Securities.  In the event that Notices of Acceptance are not timely given by the Offerees in respect of all of the Offered Securities, the

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Company shall have ninety (90) days from the expiration of the period set forth in Section 11(a) to close the sale of all or any part of such Offered Securities to the Person or Persons specified in the Offer, but only in all respects upon terms and conditions, including, without limitation, unit price, which are no more favorable, in the aggregate, to such other Person or Persons or less favorable to the Company than those set forth in the Offer.

(ii)Closing.  In the event that Notices of Acceptance are timely given by the Offerees in respect of all the Offered Securities, the Offerees shall purchase from the Company, and the Company shall sell to the Offerees, the number of Offered Securities specified in the Notices of Acceptance, upon the terms and conditions specified in the Offer but not later than the day which is 10 days after the end of the ten-day period specified in Section 11(a).  The purchase by the Offerees of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Offerees of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Offerees and their respective counsel.

(d)Further Sale.  In each case, any Offered Securities not purchased by the Offerees or other Person or Persons in accordance with Section 11(c) may not be sold or otherwise disposed of until they are again offered to the Offerees under the procedures specified in Sections 11(a), 11(b) and 11(c).

(e)Termination of Right of First Refusal.  The rights of the Offerees under this Section 11 shall terminate on the earlier to occur of (a) when less than twenty percent (20%) of the Preferred Shares originally issued pursuant to the Purchase Agreement remain outstanding and (b) fifth anniversary of the Closing Date; provided, however, that the rights of the Purchasers pursuant to this Section 11 may be waived as to all of such Purchasers by the affirmative vote or written consent of holders of at least a majority in interest of the then outstanding Registrable Securities, and any such waiver shall be binding on all Purchasers, even if any of such Purchasers do not execute such waiver and irrespective of whether one or more Purchasers participates in the purchase of the Offered Securities.

(f)Exception.  The rights of the Purchasers under this Section 11 shall not apply to:

(i)Common Stock issued as a stock dividend to holders of Common Stock or upon any subdivision or combination of shares of Common Stock,

(ii)Preferred Shares issued as a dividend to holders of Preferred Shares upon any subdivision or combination of shares of Preferred Shares,

(iii)the Conversion Shares,

(iv)the issuance of shares of Common Stock, or options exercisable therefor, including options outstanding on the date of this Agreement, to officers, directors, consultants and employees of the Company or any Subsidiary,

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(v)any securities issued pursuant to the acquisition of another entity by the Company by merger or purchase of all or substantially all of such entity’s equity or assets,

(vi)any securities issued in connection with a strategic partnership, joint venture or other similar agreement, and

(vii)any warrants to purchase Common Stock issued in connection with a bank loan or lease with a financial institution or the issuance of Common Stock upon the exercise of any such warrant.

(g)Notwithstanding anything herein to the contrary, in no event shall the Company be required to comply with the provisions of Section 11 if any law or rule of securities exchange or market (including, but not limited to, the rules of the Nasdaq National Market and the National Association of Securities Dealers, Inc.) would require shareholder approval in connection with, or would otherwise prohibit such, offer or sale.

12.Miscellaneous.

(a)All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Preferred Shares or Registrable Securities), whether so expressed or not, provided, however, that rights conferred herein shall only inure to the benefit of a transferee of Preferred Shares, Conversion Shares or Registrable Securities if the Company is given written notice of such transfer and (i) there is transferred to such transferee at least twenty percent (20%) of the Preferred Shares originally issued pursuant to the Purchase Agreement or (ii) such transferee is a partner, retired partner, shareholder or affiliate of a party hereto.  A transferee of Preferred Shares, Conversion Shares or Registrable Securities shall be deemed a party hereto upon satisfaction of the requirements contained in the previous sentence and the delivery to the Company of an agreement in writing agreeing to be bound by the terms and conditions and entitled to the rights and benefits of this Agreement.

(b)All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows:

if to the Company or any other party hereto, at the address of such party set forth in the Purchase Agreement;

if to any subsequent holder of Preferred Shares, Conversion Sharesor Registrable Securities, to it at such address as may have been furnished to the Company in writing by such holder;

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or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Preferred Shares, Conversion Shares or Registrable Securities) or to the holders of Preferred Shares, Conversion Shares or Registrable Securities (in the case of the Company) in accordance with the provisions of this paragraph.

(c)This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

(d)This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Company and the holders of at least a majority in interest of the Registrable Securities; provided, that the consent of CCM shall be required to amend any provision hereof which explicitly names CCM.  Notwithstanding the foregoing, the “Number of Preferred Shares” listed opposite CCM on Exhibit A attached hereto shall be automatically revised, without the consent of any party hereto, to reflect the issuance and sale of Preferred Stock on the Subsequent Closing Date (as such terms are defined in the Stock Purchase Agreement) and pursuant to the Stock Purchase Agreement.

(e)This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f)The obligations of the Company to register shares of Registrable Securities under Sections 4, 5 or 6 shall terminate on the fifth anniversary of the Closing Date.

(g)If requested in writing by the underwriters for any underwritten public offering of securities of the Company, each holder of Registrable Securities who is a party to this Agreement shall agree not to sell publicly any shares of Registrable Securities or any other shares of Common Stock (other than shares of Registrable Securities or other shares of Common Stock being registered in such offering), without the consent of such underwriters, for a period not to exceed 180 days following the effective date of the registration statement relating to such offering; provided, however, all persons holding in excess of 5% of the capital stock of the Company on a fully diluted basis and all executive officers and directors of the Company shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this Section 12(g); and provided, further, however, that any such lock-up agreement shall provide that if the managing underwriter releases any shares from the lock-up with respect to such offering prior to the scheduled expiration date, the managing underwriter shall contemporaneously release a pro rata portion of the Registrable Securities from such lock-up.

(h)Notwithstanding the provisions of Section 7(a), the Company’s obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for up to two periods not to exceed 90 days each in any 12-month period if the Company determines that such suspension is in the interests of the Company.

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(i)If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, this Registration Rights Agreement has been executed by the parties hereto as of the date first above written.

MEDIA 100 INC.
By:	/s/ John Molinari
Name:						John Molinari
Title:				President and CEO
CCM MASTER FUND, LTD.
By:		/s/ Clint Coghill
Name:					Clint Coghill
Title:			President & Chief Investment Officer

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EXHIBIT A

List of Purchasers

Name and Address	Number of Preferred Shares
CCM Master Fund, Ltd. c/o Coghill Capital Management, LLC One North Wacker Drive, Suite 4725 Chicago, IL  60606 Tel: (312) 334-1100 Fax: (312) 334-1111 dlim@coghillcapital.com	1,045

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EX-99.1

Exhibit 99.1

	Media 100 Inc.
	450 Donald Lynch Boulevard
	Marlboro, MA		Tel  (508) 460-1600
	01752-4748 USA		Fax  (508) 481-8627
	News Release
	Investor Relations Contact:	Investor Relations Contact:
	Steve Shea, Media 100 Inc.	Evan Smith, KCSA Public Relations
	(508) 263-5200	(212) 896-1251
	sshea@media100.com	esmith@kcsa.com
	MEDIA 100 SECURES $2.5 MILLION INVESTMENT
	New Funds To Help Fuel Company’s Growth
	MARLBORO, MA (May 14, 2003)—Media 100 Inc. (NASDAQ: MDEA), a leading provider of advanced media systems, today announced that Coghill Capital Management, LLC (“CCM”) has executed an agreement to invest $2.5 million in a new series of class A preferred shares that are convertible into common stock.  The proceeds of the transaction will provide capital for the continued development and marketing of the Company’s 844/X products and for general corporate purposes.
	“CCM is pleased to be able to participate in this round of funding which will help enable Media 100 to successfully grow its business,” said Clint Coghill, President and Chief Investment Officer of Coghill Capital Management.  “As part of this agreement, we undertook a detailed and independent evaluation of the new technology that Media 100 has created and were convinced that this technology is both unique and of value to the digital media industry.  As a long-term stockholder, we look forward to participating in the Company’s future as it grows its 844/X business.”
	“The investment strengthens Media 100’s financial position and supports our continued market penetration for our existing 844/X product line and the first shipments of our next wave of new 844/X products,” said John Molinari, president and chief executive officer of Media 100.  “These major developments include the Version 2.0 Finishing Release, XBLUR and HDX Technology.  With the first of the new products shipping this month we are in a solid position to continue driving growth.”
	The Nasdaq Stock Market, Inc. requires stockholder approval when an investor’s ownership exceeds 20% of outstanding stock.  Coghill Capital Management is currently the largest holder of Media 100 common stock and this transaction, combined with their existing ownership, will exceed this threshold.  Therefore, Media 100 will seek stockholder approval for the approximately $1.5 million portion of the investment that exceeds the 20% threshold.  Information regarding

this transaction will be included in proxy material that will be sent to stockholders.

About Media 100

Media 100 develops award-winning advanced media systems for content design, enabling creative professionals to design highly evocative effects-intensive work on a personal computer.  Creative artists and content design teams around the world use Media 100’s Emmy Award-winning solutions.  The Company is headquartered in Marlboro, Massachusetts.  For more information, please visit www.media100.com.

Forward Looking Statements

This press release includes “forward-looking statements”.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements.  All forward-looking statements in this press release are made based on management’s current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements.  Among these factors are changes in overall economic conditions, changes in demand for the Company’s products, changes in inventories at the Company’s customers and distributors, technological and product development risks, competitors’ actions, loss of key customers, order cancellations or reduced bookings, control of costs and expenses, significant litigation, risks associated with acquisitions and dispositions, the dilutive effect to existing stockholders from this transaction along with the rights, preferences and privileges of the security being sold that are superior to those of holders of the Company’s common stock, possible future delisting of the Company’s common stock by Nasdaq or the transfer to The Nasdaq SmallCap Market (including impairment of the marketability and liquidity of the Company’s common stock, the impairment of the Company’s ability to raise capital and other risks associated with trading on The Nasdaq SmallCap Market), and risks associated with the Company’s international operations.  For detailed information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’sfilings with the Securities and Exchange Commission, including the Company’smost recent Quarterly Report on Form 10-Q. The Company does not undertake any obligation to update forward-looking statements made herein.

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Media 100 is a registered trademark and 844X, XBLUR and HDX Technology are trademarks of Media 100 Inc.  All other products and brand names are trademarks or registered trademarks of their respective holders.

www.media100.com

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