EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of March 24, 1997 by and between Media Logic, Inc., a Massachusetts
corporation (the "Company"), and the purchaser whose name and address is set
forth on the signature page hereof (the "Purchaser").
This Agreement is made pursuant to the Subscription Agreement, dated as of
the date hereof, between the Company and the Purchaser (the "Subscription
Agreement"). In order to induce the Purchaser to enter into the Subscription
Agreement, the Company has agreed to provide for the benefit of the Purchaser
and the Other Purchasers (as defined below) of the Debentures (as defined
below), and any subsequent holders of Registrable Securities (as defined below),
the registration rights set forth in this Agreement.
The Company proposes to enter into substantially this same form of
registration rights agreement with certain other investors (the "Other
Purchasers") and expects to complete sales of Debentures to them. The Purchaser
and the Other Purchasers are hereinafter sometimes collectively referred to as
the "Purchasers," and this Agreement and the other registration rights
agreements executed by the Company and the Other Purchasers are hereinafter
sometimes collectively referred to as the "Agreements." The term "Placement
Agent" shall mean Rochon Capital Group, Ltd.
The parties hereby agree as follows:
1. Definitions
As used in this Agreement, the following capitalized terms shall have the
following meanings:
Closing Date: Has the meaning such term is given in the Subscription
Agreement.
Commission: The Securities and Exchange Commission.
Common Stock: The shares of common stock, par value $.01 per share of the
Company.
Confidential Offering Memorandum: The Offering Memorandum, including all
exhibits thereto and documents incorporated by reference therein, dated March
17, 1997 prepared by the Company in connection with the private placement of the
Debentures, as the same may be amended or supplemented from time to time.
Conversion Notice: Has the meaning such term is given in the Certificate
of Designations.
Conversion Price: The Conversion Price has the meaning assigned to such
term in the Certificate of Designations.
Conversion Shares: Shares of Common Stock issuable upon the conversion of
the Debentures. Each Debenture will be convertible into that number of
Conversion Shares determined by dividing the subscription price of $10,000 per
Debenture by the Conversion Price.
Debentures: 7% Convertible Subordinated Debentures Due 2000.
Effective Date: The date that the Registration Statement is declared
effective by the Commission.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Holder: Each beneficial holder from time to time of Registrable
Securities.
Indemnified Holder: See Section 6(a).
Interest Shares: Shares of Common Stock, or cash at the election of the
Company, issuable to holders of Debentures as an interest payment equal to $700
per annum per Debenture, payable upon conversion by each holder of the
Debentures, at the then-current Conversion Price.
NASD: National Association of Securities Dealers, Inc.
Penalty Commencement Date: The earlier of (i) the fifth day after the
Commission notifies the Company of the Commission's willingness to declare the
Registration Statement effective, or (ii) the 90th calendar day after the
Closing Date.
Penalty Payment: See Section 3.
Penalty Shares: See Section 3.
Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.
Prospectus: The prospectus included in any Registration Statement, as
supplemented by any prospectus supplement and as amended by all amendments,
including post-effective amendments and all material incorporated by reference
in such prospectus.
Registrable Securities: The Underlying Common Shares; provided that an
Underlying Common Share ceases to be a Registrable Security when it (i) has been
effectively registered under Section 5 of the Securities Act and disposed of in
accordance with any Registration Statement, (ii) is eligible for distribution to
the public pursuant to Rule 144 under the Securities Act ("Rule 144") (or any
similar provisions then in force) or (iii) is eligible for distribution to the
public by the Holder pursuant to Rule 144(k) (or any similar provisions then in
force).
Registration Expenses: See Section 5.
Registration Statement: Any registration statement of the Company which,
in accordance with Section 3 hereof, covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such Registration Statement, including
post-effective amendments, and all exhibits and all material incorporated by
reference in such Registration Statement.
Securities Act: The Securities Act of 1933, as amended.
Subscription Date: March 28, 1997 or such other date agreed upon by the
Company and
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the Placement Agent.
Underlying Common Shares: The Conversion Shares, the Interest Shares and
the Penalty Shares, including any shares of Common Stock which may be issuable
by reason of the anti-dilution provisions of the Debentures.
2. Securities Subject to this Agreement
Each holder from time to time of Registrable Securities shall be entitled
to the benefits of this Agreement. A Person is deemed to be a Holder of
Registrable Securities whenever such Person is the beneficial owner of
Registrable Securities. The Company is entitled to treat the record holder of
Registrable Securities as beneficial owner of Registrable Securities unless
otherwise notified by such holder.
3. Registration Statement: Timing of Filing, Effectiveness and Period of
Usability
Subject to the provisions of Section 4 hereof, the Company shall, as soon
as possible after the Closing Date, prepare and file with the Commission a
Registration Statement on Form S-3 (or any other form of registration statement
on which it may file for registration under the Securities Act) registering
resales of the Underlying Common Shares by the Holders from time to time through
the automated quotation system of the American Stock Exchange or the facilities
of any national securities exchange or the Nasdaq National Market if the Common
Stock is then listed or quoted thereon or in privately-negotiated transactions.
The Registration Statement shall register all of the Underlying Common Shares.
The Company will use its best efforts to cause the initial Registration
Statement to be declared effective by the Commission as soon as possible after
the Closing Date. The Company hereby agrees that it shall (i) prepare and file
such post-effective amendments to the initial Registration Statement and/or such
additional Registration Statements as may be necessary to ensure that at all
times there shall be registered with the Commission for resale by the Holders
from time to time as provided in this Section 3 sufficient shares of Common
Stock to account for all Underlying Common Shares which become issuable from
time to time with respect to the Debentures (as a result of changes in the
Conversion Price and/or issuances of Penalty Shares and by reason of the
anti-dilution provisions of the Debentures), and (ii) cause such post-effective
amendments to the initial Registration Statement and/or such additional
Registration Statements to be declared effective by the Commission prior to the
issuance of any shares of Common Stock covered thereby.
If the Registration Statement is not declared effective by the Commission
on or before the Penalty Commencement Date, the Company will have the
obligation to pay penalty payments (the "Penalty Payments") at the rate of
$200 per Debenture per month following the Penalty Commencement Date until
the Registration Statement is declared effective. The first Penalty Payment
shall be payable on the earlier to occur of the 30th calendar day following
the Penalty Commencement Date or the date the Registration Statement is
declared effective. Subsequent Penalty Payments shall be payable on each
30-day anniversary on the Penalty Commencement Date, except if the
Registration Statement shall be declared effective prior thereto in which
case the subsequent Penalty Payment shall be made concurrently with such
effectiveness. Any date on which a Penalty Payment is required to be paid is
referred to herein as a "Penalty Payment Date." Penalty Payments shall be
paid to the holders of record of the Debentures on each Penalty Payment Date.
With respect to Debentures which have been converted into Conversion Shares
and Interest Shares prior to a Penalty Payment Date, the Penalty Payment with
respect to such converted Debentures shall be paid to the holders on such
Penalty Payment Date of the Conversion Shares and Interest Shares issued upon
conversion of such Debentures, and the payments made thereto shall be made in
proportion to the number of Conversion Shares and
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Interest Shares issued upon conversion of such Debentures. The Company shall
have the option to pay Penalty Payments in respect of the first two Penalty
Payment Dates either in cash or in shares of Common Stock which shall be
registered pursuant to the Registration Statement (the "Penalty Shares")
together with the Conversion Shares and the Interest Shares, and Penalty
Payments with respect to all subsequent Penalty Payment Dates shall be paid
by the Company solely in cash. The Penalty Payment shall accrue and be
prorated for partial months, assuming a 360-day year of twelve 30-day months.
The number of Penalty Shares to be issued in payment of any Penalty Payment
shall be determined by dividing the amount of such Penalty Payment by the
average price of the Common Stock over the five (5) trading days preceding
the applicable Penalty Payment Date.
The Company agrees to use diligent efforts to keep the Registration
Statement(s) continuously effective and usable for resale of Registrable
Securities until two years (the "Effectiveness Period") from the Closing Date or
such shorter period which will terminate when all Underlying Common Shares have
ceased to be Registrable Securities.
4. Registration Procedures
In connection with the Company's obligation to file Registration Statements
as provided in Section 3 hereof, the Company will as expeditiously as possible:
(a) prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement, and such supplements to
the Prospectus, as may be required by the rules, regulations or instructions
applicable to the registration form utilized by the Company or by the Securities
Act or rules and regulations thereunder for shelf registration or otherwise
necessary to keep the Registration Statement effective for the applicable period
and cause the Prospectus as so supplemented to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the methods of
disposition by the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus;
(b) notify Purchaser and the Holders of Registrable Securities
promptly, and confirm such advice in writing,
(1) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
(2) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, and
(3) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose;
(c) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment;
(d) furnish, without charge, to Purchaser and, upon request, each
Holder of Registrable Securities, at least one conformed copy of the
Registration Statement and any post-
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effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);
(e) deliver to Purchaser and each Holder of Registrable Securities
without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons may
reasonably request; the Company consents to the use of the Prospectus or any
amendment or supplement thereto by each Purchaser and each Holder of Registrable
Securities in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto;
(f) use its reasonable efforts to cause the Registrable Securities
covered by the Registration Statement to be registered with or approved by such
governmental agencies or authorities as may be necessary to enable the Holders
thereof to consummate the disposition of such Registrable Securities in such
jurisdictions as the Holders may reasonably specify in response to inquiries to
be made by the Company, provided that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject;
(g) if any event shall occur as a result of which it is necessary, in
the opinion of counsel for the Company, to amend or supplement the Prospectus in
order to make the Prospectus not misleading in the light of the circumstances
existing at the time it is delivered by a Holder, promptly prepare a supplement
or post-effective amendment to the Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the Holders of the
Registrable Securities, the Prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading;
(h) obtain a CUSIP number for all Registrable Securities (unless
already obtained), not later than the Effective Date;
(i) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its
security holders an earnings statement satisfying the provisions of Section
11(a) of the Securities Act (in accordance with Rule 158 thereunder or
otherwise), no later than 45 days after the end of the 12-month period (or 90
days, if such period is a fiscal year) beginning with the first month of the
Company's first fiscal quarter commencing after the Effective Date, which
statements shall cover said 12-month period;
(j) if at any time an event of the kind described in Section 4(g)
shall occur, notify Purchaser and the Holders of Registrable Securities that the
use of the Prospectus must be discontinued (the Company will not declare any
such "black-out" periods in excess of twenty business days during any twelve
month period, unless otherwise required by law); and
(k) on or prior to the date the Registration Statement is declared
effective by the Commission, cause all of the Underlying Common Shares to be
listed for trading on the American Stock Exchange (or on any other national
securities exchange) on which the Company's Common Stock is then listed.
Each Holder of Registrable Securities as to which any registration is
being effected agrees, as a condition to the registration obligations with
respect to such Holder provided herein, to furnish to the Company such
information regarding the distribution of such
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Registrable Securities as the Company may from time to time reasonably
request in writing.
Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company
described in this paragraph 4(k), such Holder will forthwith discontinue
disposition of Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(g) hereof,
or until it is advised in writing by the Company (which notice the Company shall
give as promptly as possible), that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the Prospectus, and, if so directed by the Company,
such Holder will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice.
5. Registration Expenses
(a) All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation:
(1) all registration, filing and listing fees;
(2) the Company's printing, messenger, telephone and delivery
expenses;
(3) fees and expenses of counsel for the Company;
(4) fees and expenses of all independent certified public accountants
of the Company (including the expenses of any special audit necessary to satisfy
the requirements of the Securities Act);
(5) fees and expenses associated with any NASD filing required to be
made in connection with the Registration Statement; and
(6) fees and expenses of one counsel to the holders of the
Registrable Securities, not to exceed $5,000
(all such expenses being herein called "Registration Expenses"); shall be borne
by the Company, regardless of whether the Registration Statement becomes
effective.
The Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the securities to
be registered on a securities exchange or the American Stock Exchange.
6. Indemnification and Contribution
(a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder of Registrable Securities, its officers, directors,
employees and agents and each Person who controls such Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each such person being sometimes hereinafter referred to as an
"Indemnified Holder") from and against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and
legal expenses) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
or Prospectus or in any amendment or supplement thereto or in any
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preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent
that any such losses, claims, damages, liabilities or expenses arise out of
or are based upon any untrue statement or alleged untrue statement or
omission or alleged omission thereof based upon information furnished in
writing to the Company by such Holder or its agent expressly for use therein;
provided further, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability or expense arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission in the Prospectus, if such untrue statement or
alleged untrue statement, omission or alleged omission was completely
corrected in an amendment or supplement to the Prospectus and if, having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, prior to or
concurrently with the sale of a Registrable Security to the person asserting
such loss, claim, damage, liability or expense who purchased such Registrable
Security which is the subject thereof from such Holder. This indemnity will
be in addition to any liability which the Company may otherwise have.
If any action or proceeding (including any governmental investigation or
inquiry) shall be brought or asserted against any Indemnified Holder in respect
of which indemnity may be sought from the Company, such Indemnified Holder shall
promptly notify the Company in writing (but the omission to so notify the
Company shall not relieve it of any liability that it may have against any
Indemnified Holder otherwise than under this subsection), and the Company shall
assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Holder and the payment of all expenses.
Indemnified Holders shall have the right, collectively, to employ their own
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be the expense of the Indemnified
Holders unless (a) the Company has agreed to pay such fees and expenses or (b)
the Company shall have failed to assume the defense of such action or proceeding
and have failed to employ counsel reasonably satisfactory to the Indemnified
Holders in any such action or proceeding or (c) the named parties to any such
action or proceeding (including any impleaded parties) include the Indemnified
Holders and the Company, and the Indemnified Holders shall have been advised by
counsel that there may be one or more legal defenses available to the
Indemnified Holders which are different from or additional to those available to
the Company (in which case, if the Indemnified Holders notify the Company in
writing that they elect to employ their own counsel at the expense of the
Company, the Company shall not have the right to assume the defense of such
action or proceeding on behalf of the Indemnified Holders, it being understood,
however, that the Company shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for the Indemnified Holders which firm shall be designated in writing by
the Indemnified Holders representing at least a majority of the aggregate
principal amount of the outstanding Registrable Securities). Any such fees and
expenses payable by the Company shall be paid to the Indemnified Holders
entitled thereto as incurred by the Indemnified Holders. The Company shall not
be liable for any settlement of any such action or proceeding effected without
its written consent, but if settled with its written consent, or if there be a
final judgment for the plaintiff in any such action or proceeding, the Company
agrees to indemnify and hold harmless the Indemnified Holders from and against
any loss or liability by reason of such settlement or judgment.
(b) Indemnification by Holder of Registrable Securities. Each Holder of
Registrable
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Securities agrees to indemnify and hold harmless the Company, its respective
directors and officers and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Holder, but only with respect to information relating to such
Holder furnished in writing by such Holder expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto,
or any preliminary prospectus. In case any action or proceeding shall be
brought against the Company or its respective directors or officers or any
such controlling person, in respect of which indemnity may be sought against
a Holder of Registrable Securities, such Holder shall have the rights and
duties given the Company, and the Company or its respective directors or
officers or such controlling person shall have the rights and duties given to
each holder by the preceding paragraph. In no event shall the liability of
any Holder of Registrable Securities hereunder be greater in amount than the
dollar amount of the net proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.
(c) Contribution. If the indemnification provided for in this Section 6
is unavailable to an indemnified party under Section 6(a) or Section 6(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities or expenses referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses, (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company from the sale of the Debentures to Purchaser pursuant to the
Subscription Agreement on the one hand and each Holder of Registrable Securities
from the offering of the Registrable Securities by such Holder, on the other
hand, or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and each Holder of Registrable Securities on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages, or liabilities, as well as the other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and each Holder of Registrable Securities on the other shall be deemed to be in
the same proportion as the aggregate amount paid by Purchaser to the Company
pursuant to the Subscription Agreement for the Registrable Securities purchased
by such Holder that were sold pursuant to the Registration Statement bears to
the difference (the "Difference") between the amount such Holder paid for the
Registrable Securities that were sold pursuant to the Registration Statement and
the amount received by such Holder from such sale. 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 or the particular
Holder and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company and the Holders of Registrable Securities agree that it would not be
just and equitable if contributions pursuant to this subsection (c) were to be
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable consideration referred to in the first
sentence of this subsection (c). The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (c) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigation or defending against any action or claim that is the subject of
this subsection (c). Notwithstanding the provisions of this subsection (c),
each Holder of Registrable Securities shall not be required to contribute any
amount in excess of the amount by which the Difference exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
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of the Securities Act), shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
7. Rule 144 and Rule 144A
For so long as the Company is subject to the reporting requirements of
Section 13 or 15 of the Exchange Act, the Company covenants that it will file
the reports required to be filed by it under the Securities Act and Section
13(a) or 15(d) of the Exchange Act and the rules and regulations promulgated by
the Commission thereunder. If the Company is not subject to the reporting
requirements of Section 13 or 15 of the Exchange Act, the Company also covenants
that it will provide the information required pursuant to Rule 144A(d)(4) under
the Securities Act upon the request of any Holder of Registrable Securities
which continue to be "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and it will take such further action as any
holder of such Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell its Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, so long as such provision does not
require the public filing of information relating to the Company which the
Company is not otherwise required to file, (b) Rule 144A under the Securities
Act, as such Rule may be amended from time to time, or (c) any similar rule or
regulation hereafter adopted by the Commission that does not require the public
filing of information relating to the Company. Upon the request of any Holder
of Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
8. Miscellaneous
(a) No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to their securities
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders of Registrable Securities hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's securities under any such agreements.
(b) Adjustments Affecting Registrable Securities. The Company will not
take any action, or permit any change to occur, with respect to the Registrable
Securities which would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.
(c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of a
majority of the Registrable Securities.
(d) Notices. All notices, requests, consents and other communications
hereunder shall be by telecopier, with a copy being mailed by a nationally
recognized overnight express courier, and shall be deemed given when receipt is
acknowledged by transmit confirmation report, and shall be delivered as
addressed as follows:
(1) if to the Purchaser, at the most current address given by the
Purchaser to the Company in accordance with the provisions of this Section 8(d),
which address initially is as set forth on the signature page hereto;
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(2) if to a Holder of Registrable Securities, at its address of
record as indicated on the books of the transfer agent and registrar for the
Registrable Securities; and
(3) if to the Company, initially at its address set forth in Section
9 of the Subscription Agreement and thereafter at such other addresses, notice
of which is given in accordance with the provisions of this Section 8(d).
(e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Registrable Securities.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same agreement. Facsimile signatures are
considered to be originals and shall have the same effect.
(g) Headings. The headings in this Agreement are for convenience of
reference only and shall not affect the meanings herein.
(h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without reference to its
rules as to conflicts of law) and the federal law of the United States of
America.
(i) Severability. In the event that any one or more of the provisions
contained herein is held invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof shall not be
affected or impaired thereby.
(j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the securities sold pursuant to the Subscription Agreement. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
(k) Calculation of Majority. For purposes of determining whether the
Holders of a majority of the Registrable Securities have taken action pursuant
thereto, any Debentures then outstanding shall be deemed to have been converted
into Underlying Common Shares, which shares shall be treated as outstanding for
purposes hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
MEDIA LOGIC, INC.
By:________________________________
Name: William E. Davis
Title: Chief Executive Officer
Print or Type:
Name of Purchaser
(Individual or Institution):
___________________________________
Name of Individual representing
Purchaser (if an Institution):
___________________________________
Title of Individual representing
Purchaser (if an Institution):
___________________________________
Signature by:
Individual Purchaser or Individual
representing Purchaser:
___________________________________
Address: __________________________
Telephone: ________________________
Telecopier: _______________________
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